UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
x Annual report pursuant to Section 13 or 15(d) of the securities exchange act of 1934 for the fiscal year ended
November 30, 2011.
¨ Transition report under Section 13 or 15(d) of the securities exchange act of 1934
Commission file number333-140143
WILSON CREEK MINING CORP.
(Exact name of small business issuer in its charter)
| Nevada | 11-3790847 | |
| State or other jurisdiction of | (I.R.S. Employer Identification No.) | |
| incorporation or organization |
| c/o Core Development Holdings | |
| 1001 N W 163rd Drive, Miami, Florida | 33169 |
| (Address of principal executive offices) | (Zip Code) |
Registrant's telephone number, including area code(305) 430-9113
Securities registered pursuant to Section 12(b) of the Act: None.
Securities registered under Section 12(g) of the Exchange Act: None.
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes¨ Nox
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes¨ Nox
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 No¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, 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). Yes¨ No¨
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (ss. 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-Kx
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 companyx |
| (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 Act). Yesx No¨
State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant's most recently completed second fiscal quarter. As of February 6th, 2012, the aggregate market value of the common stock of the registrant held by non-affiliates (excluding shares held by directors, officers and others holding more than 5% of the outstanding shares of the class) was $4,860, based upon 243,00 common shares which was acquired for $0.02 per share.
Indicate the number of shares outstanding of each of the registrant's classes of common stock, as of the latest practicable date. As of February 6th, 2012, the registrant had outstanding 3,500,000 shares of Common Stock.
DOCUMENTS INCORPORATED BY REFERENCE
None
CAUTIONARY STATEMENTS REGARDING FORWARD-LOOKING INFORMATION
Certain statements in this annual report on Form 10-K contain or may contain forward-looking statements that are subject to known and unknown risks, uncertainties and other factors which may cause actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. These forward-looking statements were based on various factors and were derived utilizing numerous assumptions and other factors that could cause our actual results to differ materially from those in the forward-looking statements. These factors include, but are not limited to, our ability to consummate a merger or business combination, economic, political and market conditions and fluctuations, government and industry regulation, interest rate risk, U.S. and global competition, and other factors. Most of these factors are difficult to predict accurately and are generally beyond our control. You should consider the areas of risk described in connection with any forward-looking statements that may be made herein. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this report. Readers should carefully review this annual report in its entirety, including but not limited to our financial statements and the notes thereto. Except for our ongoing obligations to disclose material information under the Federal securities laws, we undertake no obligation to release publicly any revisions to any forward-looking statements, to report events or to report the occurrence of unanticipated events. For any forward-looking statements contained in any document, we claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995.
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Table of Contents
WILSON CREEK MINING CORP.
FORM 10-K ANNUAL REPORT
Table of Contents
| PART I | ||
| Item 1. | Business | 4 |
| Item 1A. | Risk Factors | 6 |
| Item 2. | Properties | 6 |
| Item 3. | Legal Proceedings | 7 |
| Item 4. | Submission of Matters to a Vote of Security Holders | 7 |
| PART II | ||
| Item 5. | Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities | 7 |
| Item 6. | Selected Financial Data | 8 |
| Item 7. | Management's Discussion and Analysis of Financial Condition and Results of Operations | 8 |
| Item 8. | Financial Statements and Supplementary Data | 11 |
| Item 9. | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure | 21 |
| Item 9A | Controls and Procedures | 21 |
| Item 9A (T). | Controls and Procedures | 22 |
| Item 9B. | Other Information | 23 |
| PART III | ||
| Item 10. | Directors, Executive Officers, Promoters and Control Persons and Corporate Governance, Compliance with Section 16(a) of the Exchange Act | 23 |
| Item 11. | Executive Compensation | 25 |
| Item 12. | Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters | 26 |
| Item 13. | Certain Relationship and Related Transactions, and Director Independence | 26 |
| Item 14. | Principal Accountant Fees and Services | 27 |
| PART IV | ||
| Item 15. | Exhibits, Financial Statement Schedules | 27 |
| SIGNATURES | 28 | |
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PART I
ITEM 1. DESCRIPTION OF BUSINESS
General Information
We are an exploration stage company with no revenues and a limited operating history. Our independent auditor has issued an audit opinion which includes a statement expressing substantial doubt as to our ability to continue as a going concern.
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. A change of control of the Company occurred on January 31, 2008. As a result, the management of the Company changed. Management expects to develop a new business plan. The Company will not continue its historic business.
The Company has been in the exploration stage since its formation and has not realized any revenues from operations. The Company has abandoned the mineral claim it formally owned.
The one property in the Company’s portfolio was the Lookout Mineral Claim, comprised of 9 contiguous cells totaling 560 acres. The Lookout Mineral Claim was staked on September 17, 2006 using the British Columbia Mineral Titles Online computer Internet system and was assigned Tenure No. 541219.
The Lookout property was not the subject of any detailed ground exploration work including rock or soil geochemistry. We did not carry out any exploration work on the claim and incurred no exploration costs. The Company has abandoned this claim. A change of control of the Company occurred in January 31, 2008. As a result the management of the Company changed. Management expects to develop a new business plan. The Company will not continue its historic business.
There is no plant or equipment currently owned by the Company.
Competition
We have no operations and therefore do not face any competition. We will face competition with respect to any new business we initiate.
Bankruptcy or Similar Proceedings
There has been no bankruptcy, receivership or similar proceeding.
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Reorganizations, Purchase or Sale of Assets
There have been no material reclassifications, mergers, consolidations, or purchase or sale of a significant amount of assets not in the ordinary course of business.
Compliance with Government Regulation
We will be required to comply with any government regulations which apply to any new business we initiate.
Patents, Trademarks, Franchises, Concessions, Royalty Agreements, or Labor Contracts
We have no current plans for any registrations such as patents, trademarks, copyrights, franchises, concessions, royalty agreements or labor contracts.
Need for Government Approval for its Products or Services
We have no business operations at the present time and are not required to apply for or have any government approvals for products or services at this time.
Research and Development Costs during the Last Two Years
We have not expended funds for research and development costs since inception.
Employees and Employment Agreements
Our only employee is our sole officer, Engin Yesil. He will devote as much time as is necessary to manage the affairs of the company. There are no formal employment agreements between the company and our current employee.
Reports to Securities Holders
We provide an annual report that includes audited financial information to our shareholders. We will make our financial information equally available to any interested parties or investors through compliance with the disclosure rules of Regulation S-K for a small business issuer under the Securities Exchange Act of 1934. We are subject to disclosure filing requirements, including filing Form 10-K annually and Forms 10-Q quarterly. In addition, we will file Form 8K and other proxy and information statements from time to time as required. The public may read and copy any materials that we file with the Securities and Exchange Commission, ("SEC"), at the SEC's Public Reference Room at 100 F Street NE, Washington, DC 20549. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC maintains an Internet site (http://www.sec.gov) that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC.
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| ITEM 1.A | RISK FACTORS |
We were an exploration stage company, had commenced exploration activities on our claim but abandoned this business. We expect to incur operating losses for the foreseeable future.
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 will not continue its historic business. We have not earned any revenues. While we expect to initiate a new business, there is no history upon which to base any assumption as to the likelihood that we will prove successful, and it is doubtful that we will generate any operating revenues or ever achieve profitable operations.
Without further funding we will be unable to implement any business plan we develop.
As of November 30, 2011, we had no cash or liquid Assets. We currently do not have any operations and we have no income.
Our independent auditor has issued an audit opinion for Wilson Creek Mining Corp. which includes a statement describing our going concern status. Our financial status creates a doubt whether we will continue as a going concern.
As described in Note 6 of our accompanying financial statements, our lack of operations and any guaranteed sources of future capital create substantial doubt as to our ability to continue as a going concern. If we do not initiate a new business plan or if any plan we create does not work, we could remain as a start-up company with limited operations and revenues or may be required to cease operating entirely.
Because our current officer and director has other business interests, he may not be able or willing to devote a sufficient amount of time to develop a new business plan.
Mr. Engin Yesil, the sole officer and a director of the company, has many business interests. It is possible that the demands on him from other obligations may result in his having insufficient time to develop a business plan for the Company.
ITEM 2. DESCRIPTION OF PROPERTY
We do not currently own any property.We are currently operating out of the offices at c/o Core Development Holdings, 1080 N W 163rd Drive, Miami, Florida 33169. The premises are provided on a rent-free basis.Management believes the current premises are sufficient for its needs at this time.
We currently have no investment policies as they pertain to real estate, real estate interests or real estate mortgages.
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ITEM 3. LEGAL PROCEEDINGS
We are not currently involved in any legal proceedings nor do we have any knowledge of any threatened litigation.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS
No matters were submitted to a vote of security holders during the fiscal year ended November 30, 2010.
PART II
ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
Our common stock is currently listed for traded on the OTC Pink Sheets under the symbol “WCRE”. There has been no active trading market.
Of the 3,500,000 shares of common stock outstanding as of November 30, 2010, 3,257,000 shares are owned by an entity controlled by our sole officer and a director, and may only be resold in compliance with Rule 144 of the Securities Act of 1933.
As of November 30, 2011, we have 3,500,000 Shares of $0.001 par value common stock issued and outstanding held by28 shareholders of record.
The stock transfer agent for our securities is Fidelity Stock Transfer, Inc.
Dividends
We have never declared or paid any cash dividends on our common stock. For the foreseeable future, we intend to retain any earnings to finance the development and expansion of our business, and we do not anticipate paying any cash dividends on its common stock. Any future determination to pay dividends will be at the discretion of the Board of Directors and will be dependent upon then existing conditions, including our financial condition and results of operations, capital requirements, contractual restrictions, business prospects, and other factors that the board of directors considers relevant.
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Because our common stock is considered a “penny stock”, a shareholder may have difficulty selling shares in the secondary trading market.
Our common stock is subject to certain rules and regulations relating to "penny stock" (generally defined as any equity security that has a price less than $5.00 per share, subject to certain exemptions). Broker-dealers who sell penny stocks are subject to certain "sales practice requirements" for sales in certain nonexempt transactions (i.e., sales to persons other than established customers and institutional "accredited investors"), including requiring delivery of a risk disclosure document relating to the penny stock market and monthly statements disclosing recent price information for the penny stocks held in the account, and certain other restrictions. For as long as our common stock is subject to the rules on penny stocks, the market liquidity for such securities could be significantly limited. This lack of liquidity may also make it more difficult for us to raise capital in the future through sales of equity in the public or private markets.
Securities authorized for issuance under equity compensation plans
We do not have any equity compensation plans and accordingly we have no securities authorized for issuance thereunder.
Section 16(a)
Because we do not have any securities registered under the Securities Exchange Act of 1934, our executive officer, principal shareholder and members of our Board of Directors are generally not required to file reports required by Section 16(a) of the Securities Exchange Act of 1934.
Recent Sales and Purchases of Equity Securities by the Issuer
There were no shares of common stock or other securities issued by the issuer during the year ended November 30, 2011.
ITEM 6. SELECTED FINANCIAL DATA
Since we are a smaller operating company, this item is not applicable to us.
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERTIONS
We have generated no revenues since inception and have incurred $134,913 in expenses through November 30, 2011.
The following table provides selected financial data about our company for the years ended November 30, 2010 and 2011.
| Balance Sheet Data: | 11/30/10 | 11/30/11 | ||||||
| Cash | $ | -0- | $ | -0- | ||||
| Total assets | $ | -0- | $ | -0- | ||||
| Total liabilities | $ | 69,776 | $ | 94,913 | ||||
| Shareholders' equity | $ | (69,776 | ) | $ | (94,913 | ) | ||
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Cash provided by financing activities for the year ended November 30, 2011 was $0. Cash provided by financing since inception was $40,000, $10,000 from the sale of shares to our officer and the $30,000 resulting from the sale of our common stock to 26independent investors.
Plan of Operation
The following discussion and analysis should be read in conjunction with our financial statements and notes thereto included elsewhere in this Form 10-K. Except for the historical information contained herein, the discussion in this Form 10-K contains certain forward-looking statements that involve risks and uncertainties, such as statements of our plans, objectives, expectations and intentions. The cautionary statements made in this Form 10-K should be read as being applicable to all related forward-looking statements wherever they appear in this Form 10-K. The Company's actual results could differ materially from those discussed here.
Our current cash balance is $0. We expect to experience a shortage of funds. Our sole director and officer has been lending us funds to enable us to pay our operating expenses. There are no formal binding commitments or binding arrangements with our sole officer director to advance or loan funds. There are no terms regarding repayment of any loans or capital contribution. If our sole officer and director does not continue to advance us the funds necessary to enable us to pay our expenses, we will not be able to continue.
Results of Operation
We are still in our exploration stage and have generated no revenues to date.
We incurred operating expenses of $25,137 for the twelve months ended November 30, 2011 and $24,328 for the twelve months ended on November 30, 2010. These expenses consisted of administrative expenses related to our status as a public company and professional fees incurred in connection with the preparation and filing of our periodic reports.
Our net loss from inception through November 30, 2011 was $134,913.
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 become an operating company. There is no assurance we will ever reach that point.
Liquidity and Capital Resources
Our cash balance at November 30, 2011 was $0. During the quarter ended August 31, 2007, we closed our offering of registered shares pursuant to our SB-2 Registration Statement filed with the SEC under file number 333-140143 which became effective on February 9, 2007, with total proceeds of $30,000. Those funds were expended in prior years and at this point we are dependent on advances 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. Our sole officer and director has no formal commitment, arrangement or legal obligation to advance or loan funds to us.
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We have sold a total of $40,000 in equity securities to pay our expenses.
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 will not continue its previous business.
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.
Pro Forma Compensation Expense
No stock options have been issued by the Company 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 never established the commercial feasibility of any exploration prospects; therefore, all costs were expensed. This business has been abandoned by the Company.
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.
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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.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
GEORGE STEWART, CPA
316 17th AVENUE SOUTH
SEATTLE, WASHINGTON 98144
(206) 328-8554 FAX(206) 328-0383
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors
Wilson Creek Mining Corp.
I have audited the accompanying balance sheet of Wilson Creek Mining Corp. (An Exploration Stage Company) as of November 30, 2011 & 2010, and the related statement of operations, stockholders’ equity and cash flows for years then ended and the period from September 20, 2006 (inception), to November 30, 2011. These financial statements are the responsibility of the Company’s management. My responsibility is to express an opinion on these financial statements based on my audit.
I conducted my audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that I plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. I believe that my audit provides a reasonable basis for my opinion.
In my opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Wilson Creek Mining Corp., (An Exploration Stage Company) as of November 30, 2011 and November 30, 2010, and the results of its operations and cash flows for the years then ended and from November 5, 2007 (inception), to November 30, 2011 in conformity with generally accepted accounting principles in the United States of America.
The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note # 6 to the financial statements, the Company has had no operations and has no established source of revenue. This raises substantial doubt about its ability to continue as a going concern. Management’s plan in regard to these matters is also described in Note # 6. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
/S/ George Stewart
Seattle, Washington
February 25, 2012
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| WILSON CREEK MINING CORP. |
| (An Exploration Stage Company) |
| Balance Sheets |
| Nov. 30 | Nov. 30, | |||||||
| 2011 | 2010 | |||||||
| ASSETS | ||||||||
| Current Assets | ||||||||
| Cash | $ | - | $ | |||||
| Total Current Assets | - | - | ||||||
| TOTAL ASSETS | $ | - | $ | - | ||||
| LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT) | ||||||||
| Current Liabilities | ||||||||
| Accounts Payable | 43,445 | 34,878 | ||||||
| Loans From Director | 51,468 | 34,898 | ||||||
| Total Current Liabilities | 94,913 | 69,776 | ||||||
| Total Liabilities | 94,913 | 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 November 30, 2011 and November 30, 2010 respectively) | 3,500 | 3,500 | ||||||
| Additional paid-in capital | 36,500 | 36,500 | ||||||
| Deficit accumulated during exploration stage | (134,913 | ) | (109,776 | ) | ||||
| Total Stockholders' Equity (Deficit) | (94,913 | ) | (69,776 | ) | ||||
| TOTAL LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT) | $ | - | $ | - | ||||
See Accompanying Notes
| -13- |
| WILSON CREEK MINING CORP. |
| (An Exploration Stage Company) |
| Statements of Operations |
| September 20, 2006 | ||||||||||||
| Year | Year | (inception) | ||||||||||
| Ended | Ended | through | ||||||||||
| Nov. 30 | Nov. 30 | Nov. 30 | ||||||||||
| 2011 | 2010 | 2011 | ||||||||||
| Revenues | ||||||||||||
| Revenues | $ | - | $ | - | $ | - | ||||||
| Total Revenues | - | - | - | |||||||||
| Operating Costs | ||||||||||||
| Administrative Expenses | 25,137 | 24,328 | 134,913 | |||||||||
| Total Operating Costs | 25,137 | 24,328 | 134,913 | |||||||||
| Net Income (Loss) | $ | (25,137 | ) | $ | (24,328 | ) | $ | (134,913 | ) | |||
| Basic earnings (loss) per share | $ | (0.01 | ) | $ | (0.01 | ) | ||||||
| Weighted average number of common shares outstanding | 3,500,000 | 3,500,000 | ||||||||||
See Accompanying Notes
| -14- |
| WILSON CREEK MINING CORP. |
| (An Exploration Stage Company) |
| Statement of Changes in Stockholders' Equity |
| From September 20, 2006 (Inception) through November 30, 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, November 30, 2011 | (25,137 | ) | (25,137 | ) | ||||||||||||||||
| Balance, November 30, 2011 | 3,500,000 | $ | 3,500 | $ | 36,500 | $ | (134,913 | ) | $ | (94,913 | ) | |||||||||
| -15- |
| WILSON CREEK MINING CORP. |
| (An Exploration Stage Company) |
| Statements of Cash Flows |
| September 20, 2006 | ||||||||||||
| Year | Year | (inception) | ||||||||||
| Ended | Ended | through | ||||||||||
| Nov. 30 | Nov. 30 | Nov. 30 | ||||||||||
| 2011 | 2010 | 2011 | ||||||||||
| CASH FLOWS FROM OPERATING ACTIVITIES | ||||||||||||
| Net income (loss) | $ | (25,137 | ) | $ | (24,328 | ) | $ | (134,913 | ) | |||
| Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | 1 | |||||||||||
| Changes in operating assets and liabilities: | ||||||||||||
| Increase (decrease) in Accounts Payable | 8,567 | 22,306 | 43,445 | |||||||||
| Increase (decrease) in Due to Director | 16,569 | 2,022 | 51,468 | |||||||||
| 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
| -16- |
WILSON CREEK MINING CORP.
(AN EXPLORATION STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
November 30, 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 activity 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 secured exploration rights prior to establishment of proven and probable reserves. To date, the Company did not establish the commercial feasibility of any exploration prospects; therefore, all costs were 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.
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WILSON CREEK MINING CORP.
(AN EXPLORATION STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
November 30, 2011 AND 2010
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - CONTINUED
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 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 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 November 30, 2011 and November 30, 2010 represents the minimum state income tax expense of the Company, which is not considered significant.
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WILSON CREEK MINING CORP.
(AN EXPLORATION STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
November 30, 2011 AND 2010
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 $134,913 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 any contemplated business plan for 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.
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WILSON CREEK MINING CORP.
(AN EXPLORATION STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
November 30, 2011 AND 2010
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 $ 0 and $0 on November 30, 2011 and November 30, 2010, respectively. The balance due to Mr. Engin Yesil was $51,468 on November 30, 2011.
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 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.
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 November 30, 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 November 30, 2011:
Common stock, $ 0.001 par value: 75,000,000 shares authorized; 3,500,000 shares issued and outstanding.
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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 November 30, 2011. During this period, the Company did not have any material recognizable subsequent events.
Item 9. Changes In and Disagreements with Accountants and Financial Disclosure
None.
Item 9A. 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 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, including any consolidating subsidiaries, and was made known to us by others within those entities, 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 not identified any significant deficiencies or material weaknesses in our internal controls, and therefore there were no corrective actions taken.
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Item 9A(T). Controls and Procedures
Management’s Annual Report on Internal Control Over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Our internal control over financial reporting includes those policies and procedures that are intended to:
| 1. | pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets; | |
| 2. | provide reasonable assurance that transactions are recorded as necessary to permit reparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and |
| 3. | provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of our assets that could have a material effect on our financial statements. |
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Management's assessment of the effectiveness of the small business issuer's internal control over financial reporting is as of the year ended November 30, 2011. Management believes that internal control over financial reporting is effective. There have not been any changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) under the Exchange Act) during the last fiscal quarter for the year ended November 30, 2011, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
The framework used by the Company with respect to internal control over financial control is as follows: all bills are forwarded to the Company’s sole office and director for review and payment. The bills are reviewed by the financial assistants of the Company’s sole officer and director before they are paid and are subsequently forwarded to an additional person for review and compilation prior to being included in the Company’s periodic reports, which are themselves examined by the Company’s independent auditors. Since the Company has no operations, no revenues and very few expenses, all of which are payable to the same persons each reporting period, the Company believes this straight-forward control process is effective. However, if the Company were to commence operations, engage in fund raising or other activities which increase the complexity of its financial reporting, management believes revised and improved internal controls will be required.
The foregoing report shall not be deemed to be filed for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section.
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This annual report does not include an attestation report of the company's registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by the company's registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the company to provide only management's report in this annual report.
Limitations on the Effectiveness of Internal Control
Management does not expect that our disclosure controls and procedures or our internal control over financial reporting will necessarily prevent all fraud and material errors. An internal control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs. Because of the inherent limitations on all internal control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. The design of any system of internal control is also based in part upon certain assumptions about the likelihood of future events and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, controls may become inadequate because of changes in circumstances, and/or the degree of compliance with the policies and procedures may deteriorate. Because of the inherent limitations in a cost effective internal control system, financial reporting misstatements due to error or fraud may occur and may not be detected on a timely basis.
Item 9B.
None.
PART III
Item 10. Directors, Executive Officers and Corporate Governance
The sole officer and director of Wilson Creek Mining Corp., is:
| Name & Address | Age | Position | ||||||
| Engin Yesil | 50 | President, | ||||||
| c/o Core Development Holdings | Director, | |||||||
| 1080 N W 163rd Drive | Acting Principal | |||||||
| Miami, Florida 33169 | Accounting Officer | |||||||
Directors are elected to serve until the next annual meeting of stockholders and until their successors have been elected and qualified. Officers are appointed to serve until the meeting of the board of directors following the next annual meeting of stockholders and until their successors have been elected and qualified.
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Mr. Yesil expects to devote as much time as the board of directors deems necessary to manage the affairs of the company.
No executive officer or director of the corporation has been the subject of any order, judgment, or decree of any court of competent jurisdiction, or any regulatory agency permanently or temporarily enjoining, barring, suspending or otherwise limiting him or her from acting as an investment advisor, underwriter, broker or dealer in the securities industry, or as an affiliated person, director or employee of an investment company, bank, savings and loan association, or insurance company or from engaging in or continuing any conduct or practice in connection with any such activity or in connection with the purchase or sale of any securities.
No executive officer or director of the corporation has been convicted in any criminal proceeding (excluding traffic violations) or is the subject of a criminal proceeding which is currently pending.
Resumes
Engin Yesil
President, Acting Principal Accounting Officer and Director
Mr. Yesil is 50 years old and has served as president and founder of a wide range of successful businesses. He founded his first business, Lens Express in 1986 and after successful operations, the Company was sold as the world's largest contact lens replacement service, which later became part of 1-800-CONTACS. In 1996, Mr. Yesil founded U.S.-based Core Development Holdings Corp., a real estate company of which he serves as President.
Information Concerning the Board of Directors, Board Committees and Corporate Governance
Board Composition
Our Board of Directors consists of one(1) director. Our Board has determined that it has no "independent directors" under the corporate governance rules and regulations of NASDAQ.
Committees of the Board
Since the Company's common stock is quoted on the OTC Pink Sheets and as a result is not subject to exchange listing requirements, the Board has no immediate plans or need to establish an audit committee with a financial expert or a compensation committee to determine guidelines for determining the compensation of its executive officers or directors. For similar reasons, the Company has not established a nominating committee, or a written policy for considering recommendations from shareholders for candidates to serve as directors or with respect to communications from shareholders.
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Code of Ethics
Our board of directors adopted our code of ethical conduct that applies to all of our employees and directors, including our principal executive officer, principal financial officer, principal accounting officer or controller, and persons performing similar functions.
We believe the adoption of our Code of Ethical Conduct is consistent with the requirements of the Sarbanes-Oxley Act of 2002.
Our Code of Ethical Conduct is designed to deter wrongdoing and to promote:
| · | Honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships; |
| · | Full, fair, accurate, timely and understandable disclosure in reports and documents that we file or submit to the Securities & Exchange Commission and in other public communications made by us; |
| · | Compliance with applicable governmental laws, rules and regulations; |
| · | The prompt internal reporting to an appropriate person or persons identified in the code of violations of our Code of Ethical Conduct; and |
| · | Accountability for adherence to the Code. |
Item 11. Executive Compensation
Our current officer receives no compensation. The current Board of Directors is comprised of Mr. Yesil.
Summary Compensation Table
| Name & principle position | Year | Salary ($) | Bonus ($) | Other annual compen- sation ($) | Restricted Stock awards ($) | Options SARs ($) | LTIP Payouts ($) | All other compen- sation ($) | ||||||||||||||||||||||||
| Engin Yesil | 2011 | -0- | -0- | -0- | -0- | -0- | -0- | -0- | ||||||||||||||||||||||||
| President, | 2010 | -0- | -0- | -0- | -0- | -0- | -0- | -0- | ||||||||||||||||||||||||
| Acting Principal | ||||||||||||||||||||||||||||||||
| Accounting Officer | ||||||||||||||||||||||||||||||||
| and Director | ||||||||||||||||||||||||||||||||
There are no current employment agreements between the company and its executive officer.
Mr. Yesil has agreed to work with no remuneration until such time as the company initiates a new business. At this time, we cannot accurately estimate when sufficient revenues will occur to implement this compensation, or what the amount of the compensation will be.
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There are no annuity, pension or retirement benefits proposed to be paid to officers, directors or employees in the event of retirement at normal retirement date pursuant to any presently existing plan provided or contributed to by the company or any of its subsidiaries, if any.
We have not compensated our Board members for their participation on the Board and do not have any standard or other arrangements for compensating them for such service.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The following table sets forth information on the ownership of Wilson Creek Mining Corp. voting securities by officers, directors and major shareholders as well as those who own beneficially more than five percent of our common stock as of the date of this report:
| Name of | No. of | Percentage | ||||||
| Beneficial Owner (1) | Shares | of Ownership: | ||||||
| Engin Yesil(2) | 3,257,000 | 93 | % | |||||
| All Officers and Directors as a Group | 3,257,000 | 93 | % | |||||
(1) The person named may be deemed to be a "parent" and "promoter" of the Company, within the meaning of such terms under the Securities Act of 1933, as amended.
(2) These shares are owned by Tricon Holding, LLC an entity controlled by Mr. Yesil.
Item 13. Certain Relationships and Related Transactions and Director Independence.
Engin Yesil, the sole officer and director of the Company is involved in other business opportunities and will likely engage in additional activities as they become available; thus, he may face a conflict between selecting the Company and other persons when a possible business opportunity becomes available. The Company has not formulated a policy for the resolution of such conflicts.
Mr. Engin Yesil (the Company’s sole officer and director) advanced the Company $16,350 in the fiscal year ended November 30, 2008, an additional $16,526 in the fiscal year ended November 30, 2009 and an additional $2,022 in the fiscal year ended November 30, 2010 and an additional $16,570 in the fiscal year ended November 30, 2011 to enable it to pay for costs incurred by it. The total amount of these advances in the amount of $51,468 remained outstanding on November 30, 2011.
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The following exhibits are included with this filing:
| Exhibit | ||
| Number | Description | |
| 3(i) | Articles of Incorporation* | |
| 3(ii) | Bylaws* | |
| 14 | Code of Ethics** | |
| 31 | Sec. 302 Certification of CEO/CFO | |
| 32 | Sec. 906 Certification of CEO/CFO |
* Included in our SB-2 filing under Commission File Number 333-140143.
**Included in our annual report on Form 10-K filed with the Securities and Exchange Commission on March 11, 2010.
Item 14. Principal Accountant Fees and Services
Our Board of Directors was directly responsible for interviewing and retaining our independent accountant, considering the accounting firm's independence and effectiveness, and pre-approving the engagement fees and other compensation to be paid to, and the services to be conducted by, the independent accountant. Our Board did not delegate these responsibilities. During our2010 and 2011 fiscal years, our Board of Directors pre-approved 100% of the services described below.
The total fees charged to the company for audit services, including interim reviews were $10,000, for audit-related services were $Nil, for tax services were $Nil and for other services were $Nil during the year ended November 30, 2011.
For the year ended November 30, 2010, the total fees charged to the company for audit services, including interim reviews were $9,200, for audit-related services were $Nil, for tax services were $Nil and for other services were $Nil.
Item 15. Exhibits and Financial Statements Schedules.
The financial statements required by this item are provided in Item 8 of this report.
The following exhibits are included with this filing:
| Exhibit | ||
| Number | Description | |
| 3(i) | Articles of Incorporation* | |
| 3(ii) | Bylaws* | |
| 14 | Code of Ethics** |
| 31 | Sec. 302 Certification of CEO/CFO | |
| 32 | Sec. 906 Certification of CEO/CFO |
* Included in our SB-2 filing under Commission File Number 333-140143.
**Included in our annual report on Form 10-K filed with the Securities and Exchange Commission on March 11, 2010.
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Signatures
In accordance with Section 13 or 15(d) of the Securities Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| /s/ Engin Yesil | ||
| Engin Yesil, President, | Date: March 14, 2012 | |
| Principal Executive Officer, Principal Financial Officer, | ||
| Principal Accounting Officer and Director |
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