Wilson Creek Mining 10-Q 2010 Q2 Quarterly report

U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

Quarterly Report under Section 13 or 15 (d) of

Securities Exchange Act of 1934

For the Period ended February 28, 2010

Commission File Number 333-1140143

WILSON CREEK MINING CORP.

(Name of small business issuer in its charter)

Nevada	11-3790847
(State of incorporation)	(IRS Employer ID Number)

30 East 29 th Street, Suite 204

New York, NY 10016

(212)686-1515

(Address and telephone number of principal executive offices)

30 East 29 th Street, Suite 204

New York, NY 10016

Phone (212)686-1515

(Name, address and telephone number of agent for service)

Check 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. Yes x No o

Check whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes x No o

There were 3,500,000 shares of Common Stock outstanding as of February 28, 2010.

ITEM 1. FINANCIAL STATEMENTS

The un-audited quarterly financial statements for the 3 months ended August 31, 2009, prepared by the company, immediately follow.

WILSON CREEK MINING CORP.
(An Exploration Stage Company)
Balance Sheets
ASSETS
	Feb. 28,			Nov. 30,
	2010			2009
Current Assets
Cash	$	-		$
Total Current Assets		-			-
TOTAL ASSETS	$	-		$	-
LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT)
Current Liabilities
Accounts Payable		15,811			12,572
Loans From Director		38,076			32,876
Total Current Liabilities		53,887			45,448
Total Liabilities		53,887			45,448
Stockholders' Equity (Deficit)
Common stock, ($0.001 par value, 75,000,000 shares
authorized; 3,500,000 shares issued and outstanding as of
February 28, 2010 and November 30, 2009 respectively)		3,500			3,500
Additional paid-in capital		36,500			36,500
Deficit accumulated during exploration stage		(93,887	)		(85,448	)
Total Stockholders' Equity (Deficit)		(53,887	)		(45,448	)
TOTAL LIABILITIES &
STOCKHOLDERS' EQUITY (DEFICIT)	$	-		$	-
See Accompanying Notes

WILSON CREEK MINING CORP.
(An Exploration Stage Company)
Statements of Operations
							September 20, 2006
	3 months			3 months			(inception)
	Ended			Ended			through
	Feb. 28,			Feb. 28,			Feb. 28,
	2010			2009			2010
Revenues
Revenues	$	-		$	-		$	-
Total Revenues		-			-			-
Operating Costs
Administrative Expenses		8,439			11,461			93,887
Total Operating Costs		8,439			11,461			93,887
Net Income (Loss)	$	(8,439	)	$	(11,461	)	$	(93,887	)
Basic earnings (loss) per share	$	(0.00	)	$	(0.00	)
Weighted average number of
common shares outstanding		3,500,000			3,500,000
See Accompanying Notes

WILSON CREEK MINING CORP.
(An Exploration Stage Company)
Statements of Cash Flows
							September 20, 2006
	3 months			3 months			(inception)
	Ended			Ended			through
	Feb. 28,			Feb. 28,			Feb. 28,
	2010			2009			2010
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss)	$	(8,439	)	$	(11,461	)	$	(93,887	)
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		3,239			9,216			15,811
Increase (decrease) in Due to Director		5,200			2,245			38,076
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

WILSON CREEK MINING CORP.

(AN EXPLORATION STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

February 28, 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 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. 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 business.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES  

Basis of Presentation  

The Company reports revenue and expenses using the accrual method of accounting for financial and tax reporting purposes.

Use of Estimates  

Management uses estimates and assumptions in preparing these financial statements in accordance with generally accepted accounting principles. These estimates and assumptions affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities, and the reported revenues and expenses.

Pro Forma Compensation Expense  

No stock options have been issued by 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 being expensed.

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.

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.

WILSON CREEK MINING CORP.

(AN EXPLORATION STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

February 28, 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 February 28, 2010 and February 28, 2009 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 consolidated 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 $93,887 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 consolidated 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 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), advanced $38,076 to the Company to pay for costs incurred by it.  The total amount of this advance remained outstanding on February 28, 2010.

NOTE 8 - STOCK TRANSACTIONS

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 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.

NOTE 8 - STOCK TRANSACTIONS-CONTINUED

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 August 31, 2009 the Company had 3,500,000 shares of common stock issued and outstanding.

NOTE 9 - STOCKHOLDERS’ EQUITY

The stockholders’ equity section of the Company contains the following classes of capital stock as of August 31, 2009:

Common stock, $ 0.001 par value: 75,000,000 shares authorized; 3,500,000 shares issued and outstanding.

NOTE 10 - CHANGE OF CONTROL

On January 31, 2008 pursuant to a Stock Purchase Agreement, Robert Woods, the sole officer and a Director sold a total of 2,000,000 shares of common stock to Tricon Holdings, LLC, a Florida limited liability company. The total consideration for the shares was $ 75,000, which was paid from Tricon Holdings own funds. In subsequent transactions, Tricon Holdings acquired an additional 1,257,000 shares of the common stock. As a result of all these transactions, Tricon Holdings now owns an aggregate of 93% of the shares of issued and outstanding common stock.

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 $8,439 for the three months ended February 28, 2010 and $11,461 for the three months ended on February 28, 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 August 31, 2009 was $93,887.

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 February 28, 2010 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 $38,076 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.

PLAN OF OPERATION

As a result of the change in control of the Company which occurred on January 31, 2008, our management has changed. Our new officer and Director expects to develop a new business plan for the Company.  The Company has abandoned its previous business.

CRITICAL ACCOUNTING POLICIES

The un-audited financial statements as of February 28, 2010 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.

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.

INVESTMENTS

Investments that are purchased in other companies are valued at cost less any impairment in the value that is other than temporary in nature.

PER SHARE INFORMATION

The Company computes per share information by dividing the net loss for the period presented by the weighted average number of shares outstanding during such period.

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.

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*
31	Sec. 302 Certification of Principal Executive Officer and Principle Finanacial Officer
32	Sec. 906 Certification of Principal Executive Officer and Principle 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.

	Wilson Creek Mining Corp., Registrant
April 14, 2010		By:      /s/ Engin Yesil
		Engin Yesil, President and acting Chief Accounting Officer