As filed with the Securities and Exchange Commission on March 11, 2008
Registration No. 333-______
================================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-1
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
WOLFE CREEK MINING, INC.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
1000
(Primary Standard Industrial Classification Code Number)
32-0218005
(IRS Employer Identification No.)
15868 SW Kimball Avenue
Lake Oswego, OR 97035
Telephone 1-760-564-8967 Facsimile 1-760-564-8975
(Address and telephone number of registrant's principal executive offices)
Joseph I. Emas, Attorney at Law
1224 Washington Avenue
Miami Beach, FL 33139
Telephone 1-305-531-1174 Facsimile 1-305-531-1274
(Name, address and telephone number of agent for service)
Approximate date of commencement of proposed sale to the public: As soon as
practicable after the effective date of this Registration Statement.
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. [X]
If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, check the following box and list the
Securities Act Registration Statement number of the earlier effective
Registration Statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
Registration Statement number of the earlier effective Registration Statement
for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under
the Securities Act, check the following box and list the Securities Act
Registration Statement number of the earlier effective Registration Statement
for the same offering. [ ]
Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer or a smaller reporting company.
Large accelerated filer [ ] Accelerated Filer [ ]
Non-accelerated filer [ ] Smaller reporting company [X]
(Do not check if a Smaller reporting company)
CALCULATION OF REGISTRATION FEE
================================================================================
Title of Each Proposed Proposed
Class of Maximum Maximum
Securities Offering Aggregate Amount of
to be Amount to be Price Per Offering Registration
Registered Registered Share (2) Price Fee (1)
- --------------------------------------------------------------------------------
Common Stock 1,000,000 $.025 $25,000 $0.98
================================================================================
(1) This is an initial offering and no current trading market exists for our
common stock. The price paid for the currently issued and outstanding
common stock was valued at $.005 per share.
(2) Estimated solely for purposes of calculating the registration fee pursuant
to Rule 457.
The Registrant hereby amends this registration statement on such date or dates
as may be necessary to delay its effective date until the registrant shall file
a further amendment which specifically states that this registration statement
shall thereafter become effective in accordance with section 8(a) of the
Securities Act of 1933 or until the registration statement shall become
effective on such date as the Securities and Exchange Commission, acting
pursuant to such section 8(a), may determine.
================================================================================
PROSPECTUS
WOLFE CREEK MINING, INC.
1,000,000 SHARES OF COMMON STOCK
$.025 PER SHARE
This is the initial offering of Common stock of Wolfe Creek Mining, Inc. and no
public market exists for the securities being offered. We are offering for sale
a total of 1,000,000 shares of Common Stock on a "self-underwritten" all-or-none
basis. The shares will be offered at a fixed price of $.025 per share for a
period not to exceed 180 days from the date of this prospectus. There is no
minimum number of shares required to be purchased. We intend to open a standard
bank checking account to be used only for the deposit of funds received from the
sale of shares in this offering. This offering is on a best effort, all-or-none
basis, meaning if all shares are not sold and the total offering amount is not
deposited by the expiration date of the offering, all monies will be returned to
investors, without interest or deduction, however there is no assurance we will
be able to do so. See "Use of Proceeds" and "Plan of Distribution".
Wolfe Creek Mining, Inc. is an exploration stage, start-up company and currently
has no operations. Any investment in the shares offered herein involves a high
degree of risk. You should only purchase shares if you can afford a complete
loss of your investment.
BEFORE INVESTING, YOU SHOULD CAREFULLY READ THIS PROSPECTUS AND, PARTICULARLY,
THE RISK FACTORS SECTION, BEGINNING ON PAGE 4.
NEITHER THE U.S. SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
DIVISION HAS APPROVED OR DISAPPROVED THESE SECURITIES, OR DETERMINED IF THIS
PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
Offering Total
Price Amount of Underwriting Proceeds
Per Share Offering Commissions To Us
--------- -------- ----------- -----
Common Stock $.025 $25,000 $0 $25,000
THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY
NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE U.S.
SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER
TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE
SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.
Subject to Completion, Dated ____________, 200__
TABLE OF CONTENTS
Page No.
--------
SUMMARY OF PROSPECTUS 3
General Information 3
The Offering 3
RISK FACTORS 4
Risks Associated with our Company 4
Risks Associated with this Offering 6
USE OF PROCEEDS 9
DETERMINATION OF OFFERING PRICE 9
DILUTION 9
PLAN OF DISTRIBUTION 11
Offering will be Sold by Our Officer and Director 11
Terms of the Offering 12
Deposit of Offering Proceeds 12
Procedures and Requirements for Subscribing 12
DESCRIPTION OF SECURITIES 13
INTEREST OF NAMED EXPERTS AND COUNSEL 14
DESCRIPTION OF OUR BUSINESS 14
General Information 18
Competition 19
Bankruptcy or Similar Proceedings 19
Reorganization, Purchase or Sale of Assets 19
Compliance with Government Regulation 19
Patents, Trademarks, Franchises, Concessions, Royalty Agreements
or Labor Contracts 19
Need for Government Approval for Its Products or Services 19
Research and Development Costs during the Last Two Years 19
Employees and Employment Agreements 19
DESCRIPTION OF PROPERTY 20
LEGAL PROCEEDINGS 20
MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS 20
FINANCIAL STATEMENTS 22
MANAGEMENTS DISCUSSION AND ANALYSIS OR PLAN OF OPERATION 23
CHANGES IN & DISAGREEMENTS WITH ACCOUNTANTS 27
DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS 27
EXECUTIVE COMPENSATION 28
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 30
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS 30
DISCLOSURE OF COMMISSION POSITION OF INDEMNIFICATION FOR SECURITIES
ACT LIABILITIES 31
AVAILABLE INFORMATION 31
2
WOLFE CREEK MINING, INC.
15868 SW KIMBALL AVENUE
LAKE OSWEGO, OR 97035
SUMMARY OF PROSPECTUS
You should read the following summary together with the more detailed business
information, financial statements and related notes that appear elsewhere in
this prospectus. In this prospectus, unless the context otherwise denotes,
references to "we," "us," "our", "Wolfe Creek" and "Wolfe Creek Mining" are to
Wolfe Creek Mining, Inc.
GENERAL INFORMATION ABOUT OUR COMPANY
Wolfe Creek Mining, Inc. was incorporated in the State of Delaware on June 26,
2007 to engage in the acquisition, exploration and development of natural
resource properties. We intend to use the net proceeds from this offering to
develop our business operations. (See "Business of the Company" and "Use of
Proceeds".) We are an exploration stage company with no revenues or operating
history. The principal executive offices are located at 15868 SW Kimball Avenue,
Lake Oswego, OR 97035. The telephone number is (760)564-8967.
We received our initial funding of $15,000 through the sale of common stock to
our officer and director who purchased 3,000,000 shares of our common stock at
$0.005 per share on October 15, 2007. From inception until the date of this
filing we have had limited operating activities. Our financial statements from
inception (June 26, 2007) through the year ended December 31, 2007 report no
revenues and a net loss of $9,105. Our independent auditor has issued an audit
opinion for Wolfe Creek Mining, Inc. which includes a statement expressing
substantial doubt as to our ability to continue as a going concern.
Our mineral claim has been staked and we hired a professional mining engineer to
prepare a geological report. We have not yet commenced any exploration
activities on the claim. Our property, known as the Eureka Load Mining Claim may
not contain any reserves and funds that we spend on exploration will be lost.
Even if we complete our current exploration program and are successful in
identifying a mineral deposit we will be required to expend substantial funds to
bring our claim to production.
There is no current public market for our securities. As our stock is not
publicly traded, investors should be aware they probably will be unable to sell
their shares and their investment in our securities is not liquid.
THE OFFERING
Securities Being Offered 1,000,000 shares of common stock.
Price per Share $0.025
Offering Period The shares are offered for a period not to exceed
180 days, unless extended by our board of
directors for an additional 90 days.
Net Proceeds $25,000
Securities Issued
and Outstanding 3,000,000 shares of common stock were issued and
outstanding as of the date of this prospectus.
Registration costs We estimate our total offering registration costs
to be $4,500.
3
RISK FACTORS
An investment in these securities involves an exceptionally high degree of risk
and is extremely speculative in nature. Following are what we believe to be all
the material risks involved if you decide to purchase shares in this offering.
RISKS ASSOCIATED WITH OUR COMPANY:
WE ARE AN EXPLORATION STAGE COMPANY BUT HAVE NOT YET COMMENCED EXPLORATION
ACTIVITIES ON OUR CLAIM. WE EXPECT TO INCUR OPERATING LOSSES FOR THE FORESEEABLE
FUTURE.
We have not yet commenced exploration on the Eureka Lode Mineral Claim.
Accordingly, we have no way to evaluate the likelihood that our business
will be successful. We were incorporated on June 26, 2007 and to date have
been involved primarily in organizational activities and the acquisition of
the mineral claim. We have not earned any revenues as of the date of this
prospectus. Potential investors should be aware of the difficulties
normally encountered by new mineral exploration companies and the high rate
of failure of such enterprises. The likelihood of success must be
considered in light of the problems, expenses, difficulties, complications
and delays encountered in connection with the exploration of the mineral
properties that we plan to undertake. These potential problems include, but
are not limited to, unanticipated problems relating to exploration, and
additional costs and expenses that may exceed current estimates. Prior to
completion of our exploration stage, we anticipate that we will incur
increased operating expenses without realizing any revenues. We expect to
incur significant losses into the foreseeable future. We recognize that if
we are unable to generate significant revenues from development and
production of minerals from the claim, we will not be able to earn profits
or continue operations. 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. If we are unsuccessful in addressing these risks,
our business will most likely fail.
WITHOUT THE FUNDING FROM THIS OFFERING WE WILL BE UNABLE TO IMPLEMENT OUR
BUSINESS PLAN.
Our current operating funds are less than necessary to complete the
intended exploration program on our mineral claim. We will need the funds
from this offering to complete our business plan. As of December 31, 2007,
we had cash in the amount of $5,895. We currently do not have any
operations and we have no income.
OUR INDEPENDENT AUDITOR HAS ISSUED AN AUDIT OPINION FOR WOLFE CREEK MINING, INC.
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 our
4
business plan does not work, we could remain as a start-up company with
limited operations and revenues.
BECAUSE MANAGEMENT HAS NO TECHNICAL EXPERIENCE IN MINERAL EXPLORATION, OUR
BUSINESS HAS A HIGHER RISK OF FAILURE.
Our director has no professional training or technical credentials in the
field of geology and specifically in the areas of exploring, developing and
operating a mine. As a result, we may not be able to recognize and take
advantage of potential acquisition and exploration opportunities in the
sector without the aid of qualified geological consultants. Management's
decisions and choices may not take into account standard engineering or
managerial approaches mineral exploration companies commonly use.
Consequently our operations, earnings and ultimate financial success may
suffer irreparable harm as a result.
THERE IS THE RISK THAT OUR PROPERTY DOES NOT CONTAIN ANY KNOWN BODIES OF ORE
RESULTING IN ANY FUNDS SPENT ON EXPLORATION BEING LOST.
There is the likelihood of our mineral claim containing little or no
economic mineralization or reserves of silver or other minerals. We have a
geological report detailing previous exploration in the area, and the claim
has been staked per Nevada regulations. However; there is the possibility
that the previous work was not carried out properly and our claim does not
contain any reserves, resulting in any funds spent on exploration being
lost.
BECAUSE WE HAVE NOT SURVEYED THE EUREKA LODE MINERAL CLAIM, WE MAY DISCOVER
MINERALIZATION ON THE CLAIMS THAT IS NOT WITHIN OUR CLAIM BOUNDARIES.
While we have conducted a mineral claim title search, this should not be
construed as a guarantee of claim boundaries. Until the claim is surveyed,
the precise location of the boundaries of the claim may be in doubt. If we
discover mineralization that is close to the claim boundaries, it is
possible that some or all of the mineralization may occur outside the
boundaries. In such a case we would not have the right to extract those
minerals.
IF WE DISCOVER COMMERCIAL RESERVES OF PRECIOUS METALS ON OUR MINERAL PROPERTY,
WE CAN PROVIDE NO ASSURANCE THAT WE WILL BE ABLE TO SUCCESSFULLY ADVANCE THE
MINERAL CLAIMS INTO COMMERCIAL PRODUCTION.
If our exploration program is successful in establishing ore of commercial
tonnage and grade, we will require additional funds in order to advance the
claim into commercial production. Obtaining additional financing would be
subject to a number of factors, including the market price for the
minerals, investor acceptance of our claims and general market conditions.
These factors may make the timing, amount, terms or conditions of
additional financing unavailable to us. The most likely source of future
funds is through the sale of equity capital. Any sale of share capital will
5
result in dilution to existing shareholders. We may be unable to obtain any
such funds, or to obtain such funds on terms that we consider economically
feasible and you may lose any investment you make in this offering.
GOVERNMENT REGULATION OR OTHER LEGAL UNCERTAINTIES MAY INCREASE COSTS AND OUR
BUSINESS WILL BE NEGATIVELY AFFECTED.
Laws and regulations govern the exploration, development, mining,
production, importing and exporting of minerals; taxes; labor standards;
occupational health; waste disposal; protection of the environment; mine
safety; toxic substances; and other matters. In many cases, licenses and
permits are required to conduct mining operations. Amendments to current
laws and regulations governing operations and activities of mining
companies or more stringent implementation thereof could have a substantial
adverse impact on us. Applicable laws and regulations will require us to
make certain capital and operating expenditures to initiate new operations.
Under certain circumstances, we may be required to stop exploration
activities, once started, until a particular problem is remedied or to
undertake other remedial actions.
BASED ON CONSUMER DEMAND, THE GROWTH AND DEMAND FOR ANY ORE WE MAY RECOVER FROM
OUR CLAIMS MAY BE SLOWED, RESULTING IN REDUCED REVENUES TO THE COMPANY.
Our continued success will be dependent on the growth of demand for ore. If
consumer demand slows our revenues may be significantly affected. This
could limit our ability to generate revenues and our financial condition
and operating results may be harmed.
BECAUSE OUR CURRENT OFFICER AND DIRECTOR HAS OTHER BUSINESS INTERESTS, SHE MAY
NOT BE ABLE OR WILLING TO DEVOTE A SUFFICIENT AMOUNT OF TIME TO OUR BUSINESS
OPERATIONS, CAUSING OUR BUSINESS TO FAIL.
Kristen Paul, our sole officer and director, currently devotes
approximately 5-6 hours per week providing management services to us. While
she presently possesses adequate time to attend to our interests, it is
possible that the demands on her from other obligations could increase,
with the result that she would no longer be able to devote sufficient time
to the management of our business. This could negatively impact our
business development.
RISKS ASSOCIATED WITH THIS OFFERING:
THE TRADING IN OUR SHARES WILL BE REGULATED BY SECURITIES AND EXCHANGE
COMMISSION RULE 15G-9 WHICH ESTABLISHED THE DEFINITION OF A "PENNY STOCK."
The shares being offered are defined as a penny stock under the Securities
and Exchange Act of 1934, and rules of the Commission. The Exchange Act and
such penny stock rules generally impose additional sales practice and
disclosure requirements on broker-dealers who sell our securities to
6
persons other than certain accredited investors who are, generally,
institutions with assets in excess of $5,000,000 or individuals with net
worth in excess of $1,000,000 or annual income exceeding $200,000 ($300,000
jointly with spouse), or in transactions not recommended by the
broker-dealer. For transactions covered by the penny stock rules, a
broker-dealer must make a suitability determination for each purchaser and
receive the purchaser's written agreement prior to the sale. In addition,
the broker-dealer must make certain mandated disclosures in penny stock
transactions, including the actual sale or purchase price and actual bid
and offer quotations, the compensation to be received by the broker-dealer
and certain associated persons, and deliver certain disclosures required by
the Commission. Consequently, the penny stock rules may make it difficult
for you to resell any shares you may purchase, if at all.
WE ARE SELLING THIS OFFERING WITHOUT AN UNDERWRITER AND MAY BE UNABLE TO SELL
ANY SHARES.
This offering is self-underwritten, that is, we are not going to engage the
services of an underwriter to sell the shares; we intend to sell them
through our officer and director, who will receive no commissions. She will
offer the shares to friends, relatives, acquaintances and business
associates, however; there is no guarantee that she will be able to sell
any of the shares. Unless she is successful in selling all of the shares
and we receive the proceeds from this offering, we may have to seek
alternative financing to implement our business plans.
DUE TO THE LACK OF A TRADING MARKET FOR OUR SECURITIES, YOU MAY HAVE DIFFICULTY
SELLING ANY SHARES YOU PURCHASE IN THIS OFFERING.
We are not registered on any public stock exchange. There is presently no
demand for our common stock and no public market exists for the shares
being offered in this prospectus. We plan to contact a market maker
immediately following the completion of the offering and apply to have the
shares quoted on the OTC Electronic Bulletin Board (OTCBB). The OTCBB is a
regulated quotation service that displays real-time quotes, last sale
prices and volume information in over-the-counter (OTC) securities. The
OTCBB is not an issuer listing service, market or exchange. Although the
OTCBB does not have any listing requirements per se, to be eligible for
quotation on the OTCBB, issuers must remain current in their filings with
the SEC or applicable regulatory authority. Market makers are not permitted
to begin quotation of a security whose issuer does not meet this filing
requirement. Securities already quoted on the OTCBB that become delinquent
in their required filings will be removed following a 30 or 60 day grace
period if they do not make their required filing during that time. We
cannot guarantee that our application will be accepted or approved and our
stock listed and quoted for sale. As of the date of this filing, there have
been no discussions or understandings between Wolfe Creek Mining, Inc., or
anyone acting on our behalf, with any market maker regarding participation
in a future trading market for our securities. If no market is ever
developed for our common stock, it will be difficult for you to sell any
shares you purchase in this offering. In such a case, you may find that you
7
are unable to achieve any benefit from your investment or liquidate your
shares without considerable delay, if at all. In addition, if we fail to
have our common stock quoted on a public trading market, your common stock
will not have a quantifiable value and it may be difficult, if not
impossible, to ever resell your shares, resulting in an inability to
realize any value from your investment.
YOU WILL INCUR IMMEDIATE AND SUBSTANTIAL DILUTION OF THE PRICE YOU PAY FOR YOUR
SHARES.
Our existing stockholder acquired her shares at a cost of $.005 per share,
a cost per share substantially less than that which you will pay for the
shares you purchase in this offering. Upon completion of this offering the
net tangible book value of the shares held by our existing stockholder
(3,000,000 shares) will be increased by $.006 per share without any
additional investment on her part. The purchasers of shares in this
offering will incur immediate dilution (a reduction in the net tangible
book value per share from the offering price of $.025 per share) of $.017
per share. As a result, after completion of the offering, the net tangible
book value of the shares held by purchasers in this offering would be $.008
per share, reflecting an immediate reduction in the $.025 price per share
they paid for their shares.
WE WILL BE HOLDING ALL THE PROCEEDS FROM THE OFFERING IN A STANDARD BANK
CHECKING ACCOUNT UNTIL ALL SHARES ARE SOLD. BECAUSE THE SHARES ARE NOT HELD IN
AN ESCROW OR TRUST ACCOUNT THERE IS A RISK YOUR MONEY WILL NOT BE RETURNED IF
ALL THE SHARES ARE NOT SOLD.
All funds received from the sale of shares in this offering will be
deposited into a standard bank checking account until all shares are sold
and the offering is closed, at which time, the proceeds will be transferred
to our business operating account. In the event all shares are not sold we
have committed to promptly return all funds to the original purchasers.
However since the funds will not be placed into an escrow, trust or other
similar account, there can be no guarantee that any third party creditor
who may obtain a judgment or lien against us would not satisfy the judgment
or lien by executing on the bank account where the offering proceeds are
being held, resulting in a loss of any investment you make in our
securities.
WE WILL INCUR ONGOING COSTS AND EXPENSES FOR SEC REPORTING AND COMPLIANCE.
WITHOUT REVENUE WE MAY NOT BE ABLE TO REMAIN IN COMPLIANCE, MAKING IT DIFFICULT
FOR INVESTORS TO SELL THEIR SHARES, IF AT ALL.
Our business plan allows for the payment of the estimated $4,500 cost of
this registration statement to be paid from existing cash on hand and if
necessary funds advanced to the company by our director. We plan to contact
a market maker immediately following the close of the offering and apply to
have the shares quoted on the OTC Electronic Bulletin Board. To be eligible
for quotation, issuers must remain current in their filings with the SEC.
In order for us to remain in compliance we will require future revenues to
cover the cost of these filings, which could comprise a substantial portion
of our available cash resources. If we are unable to generate sufficient
8
revenues to remain in compliance it may be difficult for you to resell any
shares you may purchase, if at all.
KRISTEN PAUL, THE SOLE OFFICER AND DIRECTOR OF THE COMPANY, BENEFICIALLY OWNS
100% OF THE OUTSTANDING SHARES OF OUR COMMON STOCK. AFTER THE COMPLETION OF THIS
OFFERING SHE WILL OWN 75% OF THE OUTSTANDING SHARES. IF SHE CHOOSES TO SELL HER
SHARES IN THE FUTURE, IT MIGHT HAVE AN ADVERSE EFFECT ON THE PRICE OF OUR STOCK.
Due to the amount of Kristen Paul's share ownership in our company, if
she chooses to sell her shares in the public market, the market price
of our stock could decrease and all shareholders suffer a dilution of
the value of their stock. If she does sell any of her common stock, she
will be subject to Rule 144 under the 1933 Securities Act which
restricts the ability of our director or officer to sell her shares.
USE OF PROCEEDS
Assuming sale of all of the shares offered herein, of which there is no
assurance, the net proceeds from this Offering will be $25,000. The proceeds are
expected to be disbursed, in the priority set forth below, during the first
twelve (12) months after the successful completion of the Offering:
Total Proceeds to the Company $25,000
Phase One Exploration Program 7,000
Phase Two Exploration Program 10,500
Legal and Accounting 4,500
Administration and Office Expense 3,000
-------
Total Use of Net Proceeds $25,000
=======
DETERMINATION OF OFFERING PRICE
The offering price of the shares has been determined arbitrarily by us. The
price does not bear any relationship to our assets, book value, earnings, or
other established criteria for valuing a privately held company. In determining
the number of shares to be offered and the offering price we took into
consideration our capital structure and the amount of money we would need to
implement our business plans. Accordingly, the offering price should not be
considered an indication of the actual value of our securities.
DILUTION OF THE PRICE YOU PAY FOR YOUR SHARES
Dilution represents the difference between the offering price and the net
tangible book value per share immediately after completion of this offering.
Net tangible book value is the amount that results from subtracting total
liabilities and intangible assets from total assets. Dilution arises mainly as a
result of our arbitrary determination of the offering price of the shares being
9
offered. Dilution of the value of the shares you purchase is also a result of
the lower book value of the shares held by our existing stockholder.
As of December 31, 2007, the net tangible book value of our shares was $5,895 or
approximately $.002 per share, based upon 3,000,000 shares outstanding.
Upon completion of this Offering, but without taking into account any change in
the net tangible book value after completion of this Offering other than that
resulting from the sale of the shares and receipt of the total proceeds of
$25,000, the net tangible book value of the 4,000,000 shares to be outstanding
will be $30,895, or approximately $.008 per Share. Accordingly, the net tangible
book value of the shares held by our existing stockholder (3,000,000 shares)
will be increased by $.006 per share without any additional investment on her
part. The purchasers of shares in this offering will incur immediate dilution (a
reduction in the net tangible book value per share from the offering price of
$.025 per Share) of $.017 per share. As a result, after completion of the
offering, the net tangible book value of the shares held by purchasers in this
offering would be $.008 per share, reflecting an immediate reduction in the
$.025 price per share they paid for their shares.
After completion of the offering, the existing shareholder will own 75% of the
total number of shares then outstanding, for which she will have made a cash
investment of $15,000, or $.005 per Share. Upon completion of the offering, the
purchasers of the shares offered hereby will own 25% of the total number of
shares then outstanding, for which they will have made a cash investment of
$25,000, or $.025 per Share.
The following table illustrates the per share dilution to the new investors and
does not give any effect to the results of any operations subsequent to December
31, 2007:
Price Paid per Share by Existing Shareholder $.005
Public Offering Price per Share $.025
Net Tangible Book Value Prior to this Offering $.002
Net Tangible Book Value After this Offering $.008
Increase in Net Tangible Book Value per Share Attributable
to cash payments from purchasers of the shares offered $.006
Immediate Dilution per Share to New Investors $.017
The following table summarizes the number and percentage of shares purchased,
the amount and percentage of consideration paid and the average price per Share
paid by our existing stockholder and by new investors in this offering:
10
Total
Price Number of Percent of Consideration
Per Share Shares Held Ownership Paid
--------- ----------- --------- ----
Existing
Stockholder $.005 3,000,000 75% $15,000
Investors in
This Offering $.025 1,000,000 25% $25,000
PLAN OF DISTRIBUTION
OFFERING WILL BE SOLD BY OUR OFFICERS AND DIRECTOR
This is a self-underwritten offering. This Prospectus is part of a Prospectus
that permits our officer and director to sell the Shares directly to the public,
with no commission or other remuneration payable to her for any Shares she
sells. There are no plans or arrangements to enter into any contracts or
agreements to sell the Shares with a broker or dealer. Kristen Paul, our officer
and director, will sell the shares and intends to offer them to friends, family
members and business acquaintances. In offering the securities on our behalf,
she will rely on the safe harbor from broker dealer registration set out in Rule
3a4-1 under the Securities Exchange Act of 1934.
She will not register as a broker-dealer pursuant to Section 15 of the
Securities Exchange Act of 1934, in reliance upon Rule 3a4-1, which sets forth
those conditions under which a person associated with an Issuer may participate
in the offering of the Issuer's securities and not be deemed to be a
broker-dealer.
a. Our officer and director is not subject to a statutory
disqualification, as that term is defined in Section 3(a)(39)of the
Act, at the time of her participation; and
b. Our officer and director will not be compensated in connection with
her participation by the payment of commissions or other remuneration
based either directly or indirectly on transactions in securities; and
c. Our officer and director is not, nor will she be at the time of her
participation in the offering, an associated person of a
broker-dealer; and
d. Our officer and our director meets the conditions of paragraph
(a)(4)(ii) of Rule 3a4-1 of the Exchange Act, in that she (A)
primarily performs, or is intended primarily to perform at the end of
the offering, substantial duties for or on behalf of our company,
other than in connection with transactions in securities; and (B) is
not a broker or dealer, or been associated person of a broker or
dealer, within the preceding twelve months; and (C) has not
participated in selling and offering securities for any Issuer more
than once every twelve months other than in reliance on Paragraphs
(a)(4)(i) (a)(4)(iii).
11
Our officer, director, control person and affiliates of same do not intend to
purchase any shares in this offering.
TERMS OF THE OFFERING
The shares will be sold at the fixed price of $.025 per share until the
completion of this offering. There is no minimum amount of subscription required
per investor, and subscriptions, once received, are irrevocable.
This offering will commence on the date of this prospectus and continue for a
period not to exceed 180 days (the "Expiration Date").
DEPOSIT OF OFFERING PROCEEDS
This is an "all or none" offering and, as such, we will not be able to spend any
of the proceeds unless and until all shares are sold and all proceeds are
received. We intend to hold all monies collected for subscriptions in a separate
bank account until the total amount of $25,000 has been received. At that time,
the funds will be transferred to our business account for use in the
implementation of our business plans. In the event the offering is not sold out
prior to the Expiration Date, all monies will be returned to investors, without
interest or deduction.
PROCEDURES AND REQUIREMENTS FOR SUBSCRIPTION
If you decide to subscribe for any shares in this offering, you will be required
to execute a Subscription Agreement and tender it, together with a check or
certified funds to us. Subscriptions, once received by the company, are
irrevocable. All checks for subscriptions should be made payable to Wolfe Creek
Mining, Inc.
DESCRIPTION OF SECURITIES
COMMON STOCK
Our authorized capital stock consists of 75,000,000 shares of common stock, par
value $.001 per share. The holders of our common stock (i) have equal ratable
rights to dividends from funds legally available therefore, when, as and if
declared by our Board of Directors; (ii) are entitled to share in all of our
assets available for distribution to holders of common stock upon liquidation,
dissolution or winding up of our affairs; (iii) do not have preemptive,
subscription or conversion rights and there are no redemption or sinking fund
provisions or rights; and (iv) are entitled to one non-cumulative vote per share
on all matters on which stockholders may vote.
12
NON-CUMULATIVE VOTING
Holders of shares of our common stock do not have cumulative voting rights,
which means that the holders of more than 50% of the outstanding shares, voting
for the election of directors, can elect all of the directors to be elected, if
they so choose, and, in such event, the holders of the remaining shares will not
be able to elect any of our directors. After this offering is completed, the
present stockholder will own 75% of our outstanding shares and the purchasers in
this offering will own 25%.
PREFERRED STOCK
Our Certificate of Incorporation authorizes the issuance of 25,000,000 shares of
preferred stock, .001 par value per share. No preferred shares have been issued
nor are contemplated to be issued in the near future.
CASH DIVIDENDS
As of the date of this prospectus, we have not paid any cash dividends to
stockholders. The declaration of any future cash dividend will be at the
discretion of our Board of Directors and will depend upon our earnings, if any,
our capital requirements and financial position, our general economic
conditions, and other pertinent conditions. It is our present intention not to
pay any cash dividends in the foreseeable future, but rather to reinvest
earnings, if any, in our business operations.
INTEREST OF NAMED EXPERTS AND COUNSEL
None of the below described experts or counsel have been hired on a contingent
basis and none of them will receive a direct or indirect interest in the
Company.
Our audited financial statement for the period from inception to December 31,
2007, included in this prospectus has been audited by Moore & Associates,
Chartered Accountants. We include the financial statements in reliance on their
report, given upon their authority as experts in accounting and auditing.
Joseph I. Emas, Attorney at Law, has passed upon the validity of the shares
being offered and certain other legal matters and is representing us in
connection with this offering.
Laurence Sookochoff, P. Eng. of Sookochoff & Associates, has provided us with
the geology report contained herein.
13
DESCRIPTION OF OUR BUSINESS
GENERAL INFORMATION
Wolfe Creek Mining, Inc. was incorporated in Delaware on June 26, 2007 to engage
in the business of acquisition, exploration and development of natural resource
properties. At that time Kristen Paul was named sole officer and director of the
company and the Board voted to seek capital and begin development of our
business plan. We received our initial funding of $15,000 through the sale of
common stock to Kristen Paul who purchased 3,000,000 shares of our Common Stock
at $0.005 per share on October 15, 2007.
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. The source of information contained in this discussion is our geology
report that has been included as Exhibit 99.2 to our S-1 registration statement.
There is the likelihood of our mineral claim containing little or no economic
mineralization or reserves of silver and other minerals. The Eureka Lode Mineral
Claim is comprised of one located claim with an area of 20 acres, and is located
in the easternmost portion the Goodsprings (Yellow Pine) Mining District within
the southwestern corner of the State of Nevada, U.S.A. The region is known for
its historic production of lead, zinc, silver and gold. If our claim does not
contain any reserves all funds that we spend on exploration will be lost. Even
if we complete our current exploration program and are successful in identifying
a mineral deposit we will be required to expend substantial funds on further
drilling and engineering studies before we will know if we have a commercially
viable mineral deposit or reserve.
The one property on which the net proceeds of the offering will be spent, is the
Eureka Lode Mineral Claim which is comprised of one located claim with an area
of 20 acres located in the Goodsprings (Yellow Pine) Mining District within the
southwestern corner of the State of Nevada.
Access from Las Vegas, Nevada to the Eureka Lode Claim is southward via
Interstate Highway #15 for 31 miles, to within five miles past Jean, Nevada,
thence westerly for five miles to within 1,000 feet of the Eureka Lode Claim.
Las Vegas offers the necessary resources required to base and carry-out an
exploration program (accommodations, communications, equipment and supplies).
The area is of a typically desert climate with relatively high temperatures and
low precipitation. Vegetation consists mainly of desert shrubs and cactus.
There is not a plant or any equipment currently located on the property. It is
expected that the initial exploration phase will be supported by generators.
Water required for exploration and development of the claim is available from
valley wells.
14
A three phased exploration program of geophysical and geochemical surveys,
trenching, sampling, and diamond drilling estimated to cost US$ 87,500.00 is
recommended to explore for, and delineate, potentially economic lead/zinc/silver
bearing mineral zones on the Eureka Lode Claim. As exploration work is conducted
and assessed, a decision would be made as to its importance and priority. The
next phase of work will be determined by the results from the preceding phase.
The cost of the initial phase of exploration is $7,000, $10,500 for the
contingent second phase and $70,000 for the contingent third phase. We plan to
commence Phase 1 of the exploration program in the summer of 2008 if we are able
to raise the necessary funds from this offering.
The discussions contained herein are management's estimates based on information
provided by the consulting geologist who prepared the geology report for the
project. Because we have not commenced our exploration program we cannot provide
a more detailed discussion of our plans if we find a viable store of minerals on
our property, as there is no guarantee that exploitable mineralization will be
found, the quantity or type of minerals if they are found and the extraction
process that will be required. We are also unable to assure you we will be able
to raise the additional funding to proceed with any subsequent work on the
claims if mineralization is found.
ACQUISITION OF THE EUREKA LODE MINING CLAIM
We entered into a purchase agreement dated December 19, 2007 with Larry Sostad
pursuant to which we acquired a 100% interest in the Eureka Lode Mining Claim
for cash consideration of $9,000. The Eureka Claim is comprised of one
unpatented lode mineral claim within an area of 20 acres, located in the Yellow
Pine Mining District, Clark County, Nevada.
REQUIREMENTS OR CONDITIONS FOR RETENTION OF TITLE
In addition to the State regulations, Federal regulations require a yearly
maintenance fee to keep the claim in good standing. In accordance with Federal
regulations, the Eureka Lode Claim is in good standing to September 1, 2008. A
yearly maintenance fee of $125.00 is required to be paid to the Bureau of Land
Management prior to the expiry date to keep the claim in good standing for an
additional year.
LOCATION, ACCESS, CLIMATE, LOCAL RESOURCES & INFRASTRUCTURE
The Eureka Lode Claim, comprising 20 acres, was located on November 26, 2007 and
was filed in the Clark County recorder's office in Las Vegas on November 30,
2007 as No 3368 File 080 Page00887 in the official records book No.20071130.
The Eureka Lode Claim is located within Sections 27 & 34 Range 58E, Township 25S
at the easternmost portion of the Yellow Pine Mining District of Clark County,
Nevada.
Access from Las Vegas, Nevada to the Eureka Lode Claim is southward via
Interstate Highway #15 for approximately 31 miles, to within five miles past
15
Jean, Nevada, thence westerly for five miles to within 1,000 feet of the Eureka
Lode Claim.
Infrastructure such as highways and back roads, communications, accommodations
and supplies that are essential to carrying-out an exploration program are
available in Las Vegas.
PHYSIOGRAPHY
The Eureka Lode Claim is situated at the southern end of the Sheep Mountain
Range, a north-south trending range of mountains with peaks reaching an
elevation of 4,184 feet. The Claim covers the southwesterly facing slopes of a
northerly trending ridge. Elevations within the confines of the Claim are within
the range of 250 feet.
The area is of a typically desert climate with relatively high temperatures and
low precipitation. Vegetation consists mainly of desert shrubs and cactus.
Sources of water would be available from valley wells.
[MAP SHOWING THE CLAIM LOCATION]
16
HISTORY
The history of the Yellow Pine Mining District stems from 1856 when Mormon
missionaries reported ore in the area. In 1857 the smelting of ore produced
9,000 pounds of lead and in 1898 a mill was built south of Goodsprings. As a
result of the mill availability, exploration activity led to the discovery of
many of the mines in the area.
Although less famous than many of the other mining districts of the Great Basin
it nevertheless ranks second only to Tonopah in total Nevada lead and zinc
production. During World War I this district was one of the most productive in
the West, but by the end of World War II only a few mines remained in operation.
Even though the mines of this district have been worked primarily for their
lead-zinc-silver values, an estimated 91,000 ounces of gold has been recovered
as a by-product of copper-lead-silver mining.
GEOLOGICAL SETTING
REGIONAL GEOLOGY
In the Yellow Pine district, the Spring Mountain Range in the west, and the
Sheep Mountain Range in the east consist mainly of Paleozoic sediments which
have undergone intense folding accompanied by faulting. A series of
Carboniferous sediments consist largely of siliceous limestones and include
strata of pure crystalline limestone and dolomite with occasional intercalated
beds of fine grained sandstone. These strata have a general west to southwest
dip of from 15 to 45 degrees which is occasionally disturbed by local folds.
Igneous rocks are scarce and are represented chiefly by quartz-monzonite
porphyry dikes and sills. The quartz-monzonite porphyry is intruded into these
strata and is of post-Jurassic age, perhaps Tertiary.
PROPERTY GEOLOGY
The Eureka Lode Claim is indicated to be underlain by the Yellowpine Limestone
member of the Monte Cristo Limestone Formation where lead/zinc mineralization
often occurs in a breccia at the base of the limestone.
17
[MAP SHOWING THE REGIONAL GEOLOGY]
COMPETITION
We do not compete directly with anyone for the exploration or removal of
minerals from our property as we hold all interest and rights to the claim.
Readily available commodities markets exist in the U.S. and around the world for
the sale of gold, silver and other minerals. Therefore, we will likely be able
to sell any gold, silver or other minerals that we are able to recover.
18
We will be subject to competition and unforeseen limited sources of supplies in
the industry in the event spot shortages arise for supplies such as dynamite,
and certain equipment such as bulldozers and excavators that we will need to
conduct exploration. We have not yet attempted to locate or negotiate with any
suppliers of products, equipment or services and will not do so until funds are
received from this offering. If we are unsuccessful in securing the products,
equipment and services we need we may have to suspend our exploration plans
until we are able to do so.
BANKRUPTCY OR SIMILAR PROCEEDINGS
There has been no bankruptcy, receivership or similar proceeding.
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 all regulations, rules and directives of
governmental authorities and agencies applicable to the exploration of minerals
in the United States generally, and in Nevada specifically. We will also be
subject to the regulations of the Bureau of Land Management.
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. We
will assess the need for any copyright, trademark or patent applications on an
ongoing basis.
NEED FOR GOVERNMENT APPROVAL FOR ITS PRODUCTS OR SERVICES
We are not required to apply for or have any government approval for our
products or services.
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, Kristen Paul who currently devotes 5-6
hours per week to company matters and after receiving funding she plans to
devote as much time as the board of directors determines is necessary to manage
the affairs of the company. There are no formal employment agreements between
the company and our current employee.
19
DESCRIPTION OF PROPERTY
We do not currently own any property. We are currently operating out of the
premises of our President, Kristen Paul on a rent free basis during our
exploration stage. The office is at 15868 SW Kimball Avenue, Lake Oswego, OR
97035. We consider our current principal office space arrangement adequate and
will reassess our needs based upon the future growth of the company.
LEGAL PROCEEDINGS
We are not involved in any pending legal proceeding nor are we aware of any
pending or threatened litigation against us.
MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
No public market currently exists for shares of our common stock. Following
completion of this offering, we intend to apply to have our common stock listed
for quotation on the Over-the-Counter Bulletin Board.
PENNY STOCK RULES
The Securities and Exchange Commission has also adopted rules that regulate
broker-dealer practices in connection with transactions in penny stocks. Penny
stocks are generally equity securities with a price of less than $5.00 (other
than securities registered on certain national securities exchanges or quoted on
the NASDAQ system, provided that current price and volume information with
respect to transactions in such securities is provided by the exchange or
system).
A purchaser is purchasing penny stock which limits the ability to sell the
stock. The shares offered by this prospectus constitute penny stock under the
Securities and Exchange Act. The shares will remain penny stocks for the
foreseeable future. The classification of penny stock makes it more difficult
for a broker-dealer to sell the stock into a secondary market, which makes it
more difficult for a purchaser to liquidate his/her investment. Any
broker-dealer engaged by the purchaser for the purpose of selling his or her
shares in us will be subject to Rules 15g-1 through 15g-10 of the Securities and
Exchange Act. Rather than creating a need to comply with those rules, some
broker-dealers will refuse to attempt to sell penny stock.
The penny stock rules require a broker-dealer, prior to a transaction in a penny
stock not otherwise exempt from those rules, to deliver a standardized risk
disclosure document, which:
- contains a description of the nature and level of risk in the market
for penny stock in both public offerings and secondary trading;
- contains a description of the broker's or dealer's duties to the
customer and of the rights and remedies available to the customer with
respect to a violation of such duties or other requirements of the
Securities Act of 1934, as amended;
20
- contains a brief, clear, narrative description of a dealer market,
including "bid" and "ask" price for the penny stock and the
significance of the spread between the bid and ask price;
- contains a toll-free telephone number for inquiries on disciplinary
actions;
- defines significant terms in the disclosure document or in the conduct
of trading penny stocks; and
- contains such other information and is in such form (including
language, type, size and format) as the Securities and Exchange
Commission shall require by rule or regulation;
The broker-dealer also must provide, prior to effecting any transaction in a
penny stock, to the customer:
- the bid and offer quotations for the penny stock;
- the compensation of the broker-dealer and its salesperson in the
transaction;
- the number of shares to which such bid and ask prices apply, or other
comparable information relating to the depth and liquidity of the
market for such stock; and
- monthly account statements showing the market value of each penny
stock held in the customer's account.
In addition, the penny stock rules require that prior to a transaction in a
penny stock not otherwise exempt from those rules; the broker-dealer must make a
special written determination that the penny stock is a suitable investment for
the purchaser and receive the purchaser's written acknowledgment of the receipt
of a risk disclosure statement, a written agreement to transactions involving
penny stocks, and a signed and dated copy of a written suitability statement.
These disclosure requirements will have the effect of reducing the trading
activity in the secondary market for our stock because it will be subject to
these penny stock rules. Therefore, stockholders may have difficulty selling
their securities.
REGULATION M
Our officer and director, who will offer and sell the Shares, is aware that she
is required to comply with the provisions of Regulation M promulgated under the
Securities Exchange Act of 1934, as amended. With certain exceptions, Regulation
M precludes the officers and directors, sales agents, any broker-dealer or other
person who participate in the distribution of shares in this offering from
bidding for or purchasing, or attempting to induce any person to bid for or
purchase any security which is the subject of the distribution until the entire
distribution is complete.
21
REPORTS
We are subject to certain reporting requirements and will furnish annual
financial reports to our stockholders, certified by our independent accountants,
and will furnish un-audited quarterly financial reports in our quarterly reports
filed electronically with the SEC. All reports and information filed by us can
be found at the SEC website, www.sec.gov.
STOCK TRANSFER AGENT
The company's stock transfer agent is Signature Stock Transfer.
FINANCIAL STATEMENTS
Our fiscal year end is December 31. We intend to provide financial statements
audited by an Independent Registered Public Accounting Firm to our shareholders
in our annual reports. The audited financial statements for the period from
inception, June 26, 2007, to December 31, 2007 immediately follow.
22
MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
We have generated no revenue since inception and have incurred $9,105 in
expenses through December 31, 2007.
The following table provides selected financial data about our company for the
period from the date of incorporation through December 31, 2007. For detailed
financial information, see the financial statements included in this prospectus.
Balance Sheet Data: 12/31/2007
------------------- ----------
Cash $5,895
Total assets $5,895
Total liabilities $ 0
Shareholders' equity $5,895
Other than the shares offered by this prospectus, no other source of capital has
been identified or sought. If we experience a shortfall in operating capital
prior to funding from the proceeds of this offering, our director has verbally
agreed to advance the company funds to complete the registration process.
PLAN OF OPERATION
GOING CONCERN
Our auditor has 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.
Our current cash balance is $5,895. We believe our cash balance is sufficient to
fund our limited levels of operations until we receive funding. If we experience
a shortage of funds prior to funding we may utilize funds from our director, who
has informally agreed to advance funds to allow us to pay for offering costs,
filing fees, and professional fees, however she has no formal commitment,
arrangement or legal obligation to advance or loan funds to the company. In
order to achieve our business plan goals, we will need the funding from this
offering. We are an exploration stage company and have generated no revenue to
date. We have sold $15,000 in equity securities to pay for our minimum level of
operations.
Our exploration target is to find exploitable minerals on our property. Our
success depends on achieving that target. There is the likelihood of our mineral
claim containing little or no economic mineralization or reserves of gold,
silver and other minerals. There is the possibility that our claim does not
contain any reserves and funds that we spend on exploration will be lost. Even
if we complete our current exploration program and are successful in identifying
23
a mineral deposit we will be required to expend substantial funds to bring our
claim to production. We are unable to assure you we will be able to raise the
additional funds necessary to implement any future exploration or extraction
program even if mineralization is found.
Our plan of operation for the twelve months following the date of this
prospectus is to complete the first two phases of the exploration program on our
claim consisting of geological mapping, soil sampling and rock sampling. In
addition to the $7,000 we anticipate spending for Phase 1 and $10,500 on Phase 2
of the exploration program as outlined below, we anticipate spending an
additional $13,000 on professional fees, including fees payable in connection
with the filing of this registration statement and complying with reporting
obligations, and general administrative costs. Total expenditures over the next
12 months are therefore expected to be approximately $30,500. We will require
the funds from this offering to proceed.
The following work program has been recommended by the consulting geologist who
prepared the geology report for the Eureka Lode Mining Claim.
PHASE 1
VLF-EM and magnetometer surveys $ 7,000
PHASE 2
Localized soil surveys, trenching and sampling over known
and indicated mineralized zones $10,500
PHASE 3
Test diamond drilling $70,000
-------
Total $87,500
=======
If we are successful in raising the funds from this offering we plan to commence
Phase 1 of the exploration program on the claim in the summer of 2008. We have a
verbal agreement with Sookochoff Consultants Inc., the consulting geology firm
who prepared the geology report on our claim, to retain their services for our
planned exploration program. We expect this phase to take two weeks to complete
and an additional three months for the consulting geologist to receive the
results from the assay lab and prepare his report. If Phase 1 of the exploration
program is successful we anticipate commencing Phase 2 in the fall of 2008. We
expect this phase to take three weeks to complete and an additional three months
for the consulting geologist to receive the results from the assay lab and
prepare his report.
The above program costs are management's estimates based upon the
recommendations of the professional consulting geologist's report and the actual
project costs may exceed our estimates. To date, we have not commenced
exploration.
24
Following phase two of the exploration program, if it proves successful in
identifying mineral deposits, we intend to proceed with phase three of our
exploration program if we are able to raise the funds necessary. The estimated
cost of this program is $70,000 and will take approximately 4 weeks to complete
and an additional three to four months for the consulting geologist to receive
the results from the assay lab and prepare his report.
Subject to financing, we anticipate commencing the third phase in spring 2009.
We will require additional funding to proceed with phase three and any
subsequent work on the claim, we have no current plans on how to raise the
additional funding. We cannot provide investors with any assurance that we will
be able to raise sufficient funds to proceed with any work after the first phase
of the exploration program.
OFF-BALANCE SHEET ARRANGEMENTS
We do not have any off-balance sheet arrangements that have or are reasonably
likely to have a current or future effect on our financial condition, changes in
financial condition, revenues or expenses, results of operations, liquidity,
capital expenditures or capital resources that is material to investors.
LIMITED OPERATING HISTORY; NEED FOR ADDITIONAL CAPITAL
There is no historical financial information about us on which to base an
evaluation of our performance. We are an exploration stage company and have not
generated revenues from operations. We cannot guarantee we will be successful in
our business operations. Our business is subject to risks inherent in the
establishment of a new business enterprise, including limited capital resources,
possible delays in the exploration of our property, and possible cost overruns
due to increases in the cost of services.
To become profitable and competitive, we must conduct the exploration of our
properties before we start into production of any minerals we may find. We are
seeking funding from this offering to provide the capital required for the first
two phases of our exploration program. We believe that the funds from this
offering will allow us to operate for one year.
We have no assurance that future financing will materialize. If that financing
is not available to us for the second phase of our exploration program we may be
unable to continue.
LIQUIDITY AND CAPITAL RESOURCES
To meet our need for cash we are attempting to raise money from this offering.
We cannot guarantee that we will be able to sell all the shares required. If we
are successful any money raised will be applied to the items set forth in the
Use of Proceeds section of this prospectus. If the first two phases of our
exploration program are successful in identifying mineral deposits we will
attempt to raise the necessary funds to proceed with phase three, and any
subsequent drilling and extraction. The sources of funding we may consider to
fund this work include a second public offering, a private placement of our
securities or loans from our director or others.
25
Our director has agreed to advance funds as needed until the offering is
completed or failed and has agreed to pay the cost of reclamation of the
property should exploitable minerals not be found and we abandon the third phase
of our exploration program and there are no remaining funds in the company.
While she has agreed to advance the funds, the agreement is verbal and is
unenforceable as a matter of law.
The one property in the Company's portfolio, on which the net proceeds of the
offering will be spent, is the Eureka Lode Mineral Claim on approximately 20
acres. We have not carried out any exploration work on the claim and have
incurred no exploration costs.
We received our initial funding of $15,000 through the sale of common stock to
Kristen Paul, our officer and director, who purchased 3,000,000 shares of our
common stock at $0.005 per share on June 26, 2007. From inception until the date
of this filing we have had no operating activities. Our financial statements
from inception (June 26, 2007) through the year ended December 31, 2007 report
no revenues and a net loss of $9,105.
SIGNIFICANT ACCOUNTING POLICIES
BASIS OF PRESENTATION
The Company reports revenue and expenses using the accrual method of accounting
for financial and tax reporting purposes.
USE OF ESTIMATES
Management uses estimates and assumptions in preparing these financial
statements in accordance with generally accepted accounting principles. Those
estimates and assumptions affect the reported amounts of assets and liabilities,
the disclosure of contingent assets and liabilities, and the reported revenues
and expenses.
MINERAL PROPERTY ACQUISITION AND EXPLORATION COSTS
Mineral property acquisition, exploration and development costs are expensed as
incurred until such time as economic reserves are quantified. To date the
Company has not established any proven or probable reserves on its mineral
properties.
DEPRECIATION, AMORTIZATION AND CAPITALIZATION
The Company records depreciation and amortization, when appropriate, using both
straight-line method over the estimated useful lives of the assets (five to
seven years). Expenditures for maintenance and repairs are charged to expense as
incurred. Additions, major renewals and replacements that increase the
property's useful life are capitalized. Property sold or retired, together with
26
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. The Company's financial instruments consist
primarily of cash and certain investments.
INVESTMENTS
Investments that are purchased in other companies are valued at cost less any
impairment in the value that is other than temporary in nature.
PER SHARE INFORMATION
The Company computes per share information in accordance with SFAS No. 128,
"Earnings per Share" which requires presentation of both basic and diluted
earnings per share on the face of the statement of operations. Basic loss per
share is computed by dividing the net loss available to common shareholders by
the weighted average number of common shares outstanding during such period.
Diluted loss per share gives effect to all dilutive potential common shares
outstanding during the period. Dilutive loss per share excludes all potential
common shares if their effect is anti-dilutive. The Company has basic and
diluted loss per share of $0.001
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE
None.
DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS
Directors of the corporation are elected by the stockholders to a term of one
year and serve until a successor is elected and qualified. Officers of the
corporation are appointed by the Board of Directors to a term of one year and
27
serves until a successor is duly appointed and qualified, or until he or she is
removed from office. The Board of Directors has no nominating, auditing or
compensation committees.
The name, address, age and position of our officer and director is set forth
below:
Name and Address Age Position(s)
---------------- --- -----------
Kristen Paul 44 President, Secretary,
15868 SW Kimball Avenue Chief Financial Officer,
Lake Oswego, OR 97035 Chief Executive Officer,
Sole Director
The person named above has held her offices/positions since the inception of our
Company and is expected to hold said offices/positions until the next annual
meeting of our stockholders. The officer and director is our only officer,
director, promoter and control person.
BACKGROUND INFORMATION ABOUT OUR OFFICER AND DIRECTOR
Kristen Paul has been president and CEO and Chairman of the Board of Directors
of the company since inception. Since 2005 Kristen has been designer, ceramist
and owner of Earth & Hand Studios. Kristen founded earth & hand studios in 2005.
Prior to that, beginning in 1998, Kristen was a consultant and sales
representative for Braden Enterprises, the parent company of the Vic Braden
Tennis College and Vic Braden Sports Instruction, a video/DVD/book retail
business. Her experience, comprised of 15 years in sales and marketing, helped
launch a successful internet sales presence. Kristen spent 9 years in the
Entertainment Industry working with several production companies coordinating
television commercials, documentaries and music videos.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires our directors and
executive officers, and persons who own more than ten percent of our common
stock, to file with the Securities and Exchange Commission initial reports of
ownership and reports of changes of ownership of our common stock. Officers,
directors and greater than ten percent stockholders are required by SEC
regulation to furnish us with copies of all Section 16(a) forms they file.
We intend to ensure to the best of our ability that all Section 16(a) filing
requirements applicable to our officers, directors and greater than ten percent
beneficial owners are complied within a timely fashion.
EXECUTIVE COMPENSATION
Currently, our officer and director receives no compensation for her services
during the exploration stage of our business operations. She is reimbursed for
any out-of-pocket expenses that she incurs on our behalf. In the future, we may
28
approve payment of salaries for officers and directors, but currently, no such
plans have been approved. We do not have any employment agreements in place with
our sole officer and director. We also do not currently have any benefits, such
as health or life insurance, available to our employees.
SUMMARY COMPENSATION TABLE
Change in
Pension
Value and
Non-Equity Nonqualified
Incentive Deferred All
Name and Plan Compen- Other
Principal Stock Option Compen- sation Compen-
Position Year Salary Bonus Awards Awards sation Earnings sation Totals
- ------------ ---- ------ ----- ------ ------ ------ -------- ------ ------
Kristen Paul, 2007 0 0 0 0 0 0 0 0
President,
CEO, CFO
and Director
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END
Option Awards Stock Awards
----------------------------------------------------------------- ----------------------------------------------
Equity
Incentive
Equity Plan
Incentive Awards:
Plan Market or
Awards: Payout
Equity Number of Value of
Incentive Number Unearned Unearned
Plan Awards; of Market Shares, Shares,
Number of Number of Number of Shares Value of Units or Units or
Securities Securities Securities or Units Shares or Other Other
Underlying Underlying Underlying of Stock Units of Rights Rights
Unexercised Unexercised Unexercised Option Option That Stock That That That
Options (#) Options (#) Unearned Exercise Expiration Have Not Have Not Have Not Have Not
Name Exercisable Unexercisable Options (#) Price Date Vested(#) Vested Vested Vested
- ---- ----------- ------------- ----------- ----- ---- --------- ------ ------ ------
Kristen 0 0 0 0 0 0 0 0 0
Paul
DIRECTOR COMPENSATION
Change in
Pension
Value and
Fees Non-Equity Nonqualified
Earned Incentive Deferred
Paid in Stock Option Plan Compensation All Other
Name Cash Awards Awards Compensation Earnings Compensation Total
---- ---- ------ ------ ------------ -------- ------------ -----
Kristen Paul 0 0 0 0 0 0 0
29
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, as of the date of this prospectus, the total
number of shares owned beneficially by our director, officers and key employees,
individually and as a group, and the present owners of 5% or more of our total
outstanding shares. The table also reflects what the percentage of ownership
will be assuming completion of the sale of all shares in this offering, which we
can't guarantee. The stockholder listed below has direct ownership of his shares
and possesses sole voting and dispositive power with respect to the shares.
No. of No. of
Shares Shares Percentage of Ownership
Name and Address Before After Before After
Beneficial Owner Offering Offering Offering Offering
- ---------------- -------- -------- -------- --------
Kristen Paul 3,000,000 3,000,000 100% 75%
15868 SW Kimball Avenue
Lake Oswego, OR 97035
All Officers and
Directors as a Group 3,000,000 3,000,000 100% 75%
FUTURE SALES BY EXISTING STOCKHOLDERS
A total of 3,000,000 shares have been issued to the existing stockholder, all of
which are held by our sole officer and director and are restricted securities,
as that term is defined in Rule 144 of the Rules and Regulations of the SEC
promulgated under the Act. Under Rule 144, such shares can be publicly sold,
subject to volume restrictions and certain restrictions on the manner of sale,
commencing six months after their acquisition. Any sale of shares held by the
existing stockholder (after applicable restrictions expire) and/or the sale of
shares purchased in this offering (which would be immediately resalable after
the offering), may have a depressive effect on the price of our common stock in
any market that may develop, of which there can be no assurance.
Our principal shareholder does not have any plans to sell her shares at any time
after this offering is complete.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Kristen Paul is our sole officer and director. We are currently operating out of
the premises of Kristen Paul on a rent-free basis for administrative purposes.
There is no written agreement or other material terms or arrangements relating
to said arrangement.
On October 15, 2007 the Company issued a total of 3,000,000 shares of common
stock to Kristen Paul for cash at $0.005 per share for a total of $15,000.
30
We do not currently have any conflicts of interest by or among our current
officer, director, key employee or advisors. We have not yet formulated a policy
for handling conflicts of interest; however, we intend to do so upon completion
of this offering and, in any event, prior to hiring any additional employees.
DISCLOSURE OF COMMISSION POSITION OF INDEMNIFICATION
FOR SECURITIES ACT LIABILITIES
Insofar as indemnification for liabilities arising under the Securities Act of
1933 (the "Act") may be permitted to directors, officers and controlling persons
of the small business issuer pursuant to the By-Laws of the company, or
otherwise, we have been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act, and is, therefore unenforceable.
In the event that a claim for indemnification against such liabilities (other
than the payment of expenses incurred or paid by a director, officer or
controlling person in the successful defense of any action, suit or proceeding)
is asserted by such director, officer, or other control person in connection
with the securities being registered, we will, unless in the opinion of our
legal counsel the matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question whether such indemnification by
it, is against public policy as expressed in the Securities Act and will be
governed by the final adjudication of such issue.
AVAILABLE INFORMATION
We have filed a registration statement on Form S-1, of which this prospectus is
a part, with the U.S. Securities and Exchange Commission. Upon completion of the
registration, we will be subject to the informational requirements of the
Exchange Act and, in accordance therewith, will file all requisite reports, such
as Forms 10-K, 10-Q and 8-K, proxy statements, under Sec.14 of the Exchange Act,
and other information with the Commission. Such reports, proxy statements, this
registration statement and other information, may be inspected and copied at the
public reference facilities maintained by the Commission at 100 Fifth Street NE,
Washington, D.C. 20549. Copies of all materials may be obtained from the Public
Reference Section of the Commission's Washington, D.C. office at prescribed
rates. You may obtain information regarding the operation of the Public
Reference Room by calling the SEC at 1-800-SEC-0330. The Commission also
maintains a Web site that contains reports, proxy and information statements and
other information regarding registrants that file electronically with the
Commission at http://www.sec.gov.
31
MOORE & ASSOCIATES, CHARTERED
ACCOUNTANTS AND ADVISORS
PCAOB REGISTERED
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors
Wolfe Creek Mining, Inc.
(An Exploration Stage Company)
We have audited the accompanying balance sheet of Wolfe Creek Mining, Inc. (An
Exploration Stage Company) as of December 31, 2007, and the related statements
of operations, stockholders' equity and cash flows from Inception on June 26,
2007 through December 31, 2007 and the period then ended. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audits 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. We believe that our
audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Wolfe Creek Mining, Inc. (An
Exploration Stage Company) as of December 31, 2007 and the results of its
operations and its cash flows from Inception on June 26, 2007 through December
31, 2007, and the period then ended, in conformity with accounting principles
generally accepted in the United States of America.
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 6 to the
financial statements, the Company has an accumulated deficit of $9,105 as of
December 31, 2007, which raises substantial doubt about its ability to continue
as a going concern. Management's plans concerning these matters are also
described in Note 6. The financial statements do not include any adjustments
that might result from the outcome of this uncertainty.
/s/ Moore & Associates, Chartered
- -----------------------------------------
Moore & Associates Chartered
Las Vegas, Nevada
February 21, 2008
2675 S. Jones Blvd. Suite 109, Las Vegas, NV 89146
(702) 253-7499 Fax (702) 253-7501
F-1
Wolfe Creek Mining, Inc.
(An Exploration Stage Company)
Balance Sheet
Dec 31,
2007
--------
ASSETS
Current Assets
Cash $ 5,895
--------
Total Current Assets 5,895
Fixed Assets
Total Fixed Assets 0
--------
Total Assets $ 5,895
========
LIABILITIES
Current Liabilities --
Account Payables --
--------
Total Current Liabilities --
--------
Long term Liabilities $ 0
--------
Total Liabilities $ 0
========
EQUITY
25,000,000 Preferred Shares Authorized at $.001 par value
None Outstanding
75,000,000 Common Shares Authorized at $.001 Par value
3,000,000 common shares issued and outstanding 3,000
Additional Paid in Capital 12,000
Accumulated Deficit during Exploration Stage (9,105)
--------
Total Stockholders Equity 5,895
--------
TOTAL LIABILITIES AND SHAREHOLDERS EQUITY $ 5,895
========
The accompanying notes are an integral part of these financial statements.
F-2
Wolfe Creek Mining, Inc.
(An Exploration Stage Company)
Income Statement
Period ended
Dec 31,
2007
----------
Revenue $ 0
----------
Expenses
Accounting & Legal Fees --
Bank Service Charge 36
Incorporation --
Licenses and Permits --
Office Expense 69
----------
Total Expenses 105
----------
Other Income (expenses)
Recognition of an Impairment Loss
(Mineral Claims) 9,000
----------
Income
Interest Income --
Net Income (Loss) $ (9,105)
----------
Basic & Diluted (Loss) per Share (0.001)
==========
Weighted Average Number of Common Shares 3,000,000
==========
The accompanying notes are an integral part of these financial statements.
F-3
Wolfe Creek Mining, Inc.
(An Exploration Stage Company)
STATEMENT OF STOCKHOLDER'S EQUITY
From Inception June 26, 2007 to December 31, 2007
Deficit
Accumulated
During
Common Stock Preferred Stock Paid in Exploration Total
Shares Amount Shares Amount Capital Stage Equity
------ ------ ------ ------ ------- ----- ------
Common Shares issued to founders
@ $0.005 per share, par value .001 3,000,000 $3,000 -- $ -- $ 12,000 $ 15,000
Net (Loss) for period $ (9,105) (9,105)
---------- ------ ------ ------ -------- -------- --------
Balance, Dec 31, 2007 3,000,000 $3,000 -- $ -- $ 12,000 $ (9,105) $ 5,895
========== ====== ------ ====== ======== ======== ========
The accompanying notes are an integral part of these financial statements.
F-4
Wolfe Creek Mining, Inc.
(An Exploration Stage Company)
Statement of Cash Flows
Period ended
Dec 31,
2007
--------
CASH FLOW FROM OPERATING ACTIVITIES
Net Income (Loss) $ (9,105)
Accounts Payable
Impairment of Mineral Rights 9,000
--------
NET CASH FROM OPERATING ACTIVITIES (105)
NET CASH AFTER OPERATING ACTIVITIES (105)
INVESTING ACTIVITIES
Mineral rights $ (9,000)
--------
NET CASH FROM FINANCING ACTIVITIES (9,000)
NET CASH AFTER OPERATING AND FINANCIAL ACTIVITIES (9,105)
FINANCING ACTIVITIES
Common Shares Issued to Founders, @ $0.005 Per Share 15,000
--------
NET CASH FROM INVESTING ACTIVITIES 15,000
NET CASH AFTER OPERATING, FINANCIAL AND INVESTING ACTIVITIES 5,895
Cash at Beginning of Period 0
--------
CASH AT END OF PERIOD $ 5,895
========
Supplemental Disclosure of Cash Flow Information
Cash paid for:
Interest Expense $ 0
--------
Income Taxes $ 0
--------
The accompanying notes are an integral part of these financial statements.
F-5
WOLFE CREEK MINING, INC.
(AN EXPLORATION STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2007
NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS
Wolfe Creek Mining, Inc. (the Company) was incorporated on June 26, 2007 under
the laws of the State of Delaware. The Company is primarily engaged in the
acquisition and exploration of mining properties.
The Company has been in the exploration stage since its formation and has not
yet realized any revenues from its planned operations. Upon the location of
commercially mineable reserves, the Company plans to prepare for mineral
extraction and enter the development stage.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF PRESENTATION
The Company reports revenue and expenses using the accrual method of accounting
for financial and tax reporting purposes.
USE OF ESTIMATES
Management uses estimates and assumptions in preparing these financial
statements in accordance with generally accepted accounting principles. Those
estimates and assumptions affect the reported amounts of assets and liabilities,
the disclosure of contingent assets and liabilities, and the reported revenues
and expenses.
MINERAL PROPERTY ACQUISITION AND EXPLORATION COSTS
Mineral property acquisition, exploration and development costs are expensed as
incurred until such time as economic reserves are quantified. To date the
Company has not established any proven or probable reserves on its mineral
properties.
DEPRECIATION, AMORTIZATION AND CAPITALIZATION
The Company records depreciation and amortization, when appropriate, using both
straight-line method over the estimated useful lives of the assets (five to
seven years). Expenditures for maintenance and repairs are charged to expense as
incurred. Additions, major renewals and replacements that increase the
property's useful life are capitalized. Property sold or retired, together with
the related accumulated depreciation is removed from the appropriate accounts
and the resultant gain or loss is included in net income.
F-6
WOLFE CREEK MINING, INC.
(AN EXPLORATION STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2007
INCOME TAXES
The Company accounts for its income taxes in accordance with Statement of
Financial Accounting Standards No. 109, "Accounting for Income Taxes". Under
Statement 109, a liability method is used whereby deferred tax assets and
liabilities are determined based on temporary differences between basis used for
financial reporting and income tax reporting purposes. Income taxes are provided
based on tax rates in effect at the time such temporary differences are expected
to reverse. A valuation allowance is provided for certain deferred tax assets if
it is more likely than not, that the Company will not realize the tax assets
through future operations.
FAIR VALUE OF FINANCIAL INSTRUMENTS
Financial accounting Standards Statement No. 107, "Disclosures about Fair Value
of Financial Instruments", requires the Company to disclose, when reasonably
attainable, the fair market values of its assets and liabilities which are
deemed to be financial instruments. The Company's financial instruments consist
primarily of cash and certain investments.
INVESTMENTS
Investments that are purchased in other companies are valued at cost less any
impairment in the value that is other than temporary in nature.
PER SHARE INFORMATION
The Company computes per share information in accordance with SFAS No. 128,
"Earnings per Share" which requires presentation of both basic and diluted
earnings per share on the face of the statement of operations. Basic loss per
share is computed by dividing the net loss available to common shareholders by
the weighted average number of common shares outstanding during such period.
Diluted loss per share gives effect to all dilutive potential common shares
outstanding during the period. Dilutive loss per share excludes all potential
common shares if their effect is anti-dilutive. The Company has basic and
diluted loss per share of $0.001
NOTE 3 - PROVISION FOR INCOME TAXES
The provision for income taxes for the period ended December 31, 2007 represents
the minimum state income tax expense of the Company, which is not considered
significant.
F-7
WOLFE CREEK MINING, INC.
(AN EXPLORATION STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2007
NOTE 4 - COMMITMENTS AND CONTINGENCIES
LITIGATION
The Company is not presently involved in any litigation.
NOTE 5 - RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
In February 2006, the FASB issued SFAS No. 155, "Accounting for Certain Hybrid
Financial Instruments-an amendment of FASB Statements No. 133 and 140" to
simplify and make more consistent the accounting for certain financial
instruments. SFAS No. 155 amends SFAS No. 133 "Accounting for Derivative
Instruments and Hedging Activities", to permit fair value re-measurement for any
hybrid financial instrument with an embedded derivative that otherwise would
require bifurcation, provided that the whole instrument is accounted for on a
fair value basis. SFAS NO. 155 amends SFAS NO. 140, "Accounting for the
Impairment or disposal of Long-Lived Assets" to allow a qualifying
special-purpose entity to hold a derivative financial instrument that pertains
to a beneficial interest other than another derivative financial instrument.
SFAS No. 155 applies to all financial instruments acquired or issued after the
beginning of an entity's first fiscal year that begins after September 15, 2006,
with earlier application allowed.
In March 2006, the FASB issued SFAS No. 156 "Accounting for Servicing of
Financial Assets, an amendment of FASB Statement NO. 140, Accounting for
Transfers and Servicing of Financial Assets and Extinguishments of Liabilities".
This statement requires all separately recognized servicing assets and servicing
liabilities be initially measured at fair value, if practicable, and permits for
subsequent measurement using either fair value measurement with changes in fair
value reflected in earning or the amortization and impairment requirement of
Statement No. 140. The subsequent measurement of separately recognized servicing
assets and servicing liabilities at fair value eliminates the necessity for
entities that manage the risks inherent in servicing assets and servicing
liabilities with derivatives t qualify for hedge accounting treatment and
eliminates the characterization of declines in fair value as impairments or
direct write-downs. SFAS No. 156 is effective for an entity's first fiscal year
beginning after September 15, 2006.
These statements are not expected to have a significant effect on the Company's
future reported financial position or results of operations.
F-8
WOLFE CREEK MINING, INC.
(AN EXPLORATION STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2007
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 $
9,105. since its inception and requires capital for its contemplated operational
and marketing activities to take place. The Company's ability to raise
additional capital through the future issuances of common stock is unknown. The
obtainment of additional financing, the successful development of the Company's
contemplated plan of operations, and its transition, ultimately, to the
attainment of profitable operations are necessary for the Company to continue
operations. The ability to successfully resolve these factors raise substantial
doubt about the Company's ability to continue as a going concern. The
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
Kristen Paul, the sole officer and director of the Company may, in the future,
become involved in other business opportunities as they become available, thus
she may face a conflict in selecting between the Company and her other business
opportunities. The Company has not formulated a policy for the resolution of
such conflicts.
Kristen Paul, the sole officer and director of the Company, will not be paid for
any underwriting services that she performs on behalf of the Company with
respect to the Company's upcoming S-1 offering. She will also not receive any
interest on any funds that she advances to the Company for offering expenses
prior to the offering being closed which will be repaid from the proceeds of the
offering.
NOTE 8 - STOCK TRANSACTIONS
Transactions, other than employees' stock issuance, are in accordance with
paragraph 8 of SFAS 123. Thus issuances shall be accounted for based on the fair
value of the consideration received. Transactions with employees' stock issuance
are in accordance with paragraphs (16-44) of SFAS 123. These issuances shall be
accounted for based on the fair value of the consideration received or the fair
value of the equity instruments issued, or whichever is more readily
determinable.
F-9
WOLFE CREEK MINING, INC.
(AN EXPLORATION STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2007
NOTE 9 - STOCKHOLDERS' EQUITY
The stockholders' equity section of the Company contains the following classes
of capital stock as of December 31, 2007:
Preferred Shares, $ 0.001 par value: 25,000,000 shares authorized.
Common Stock, $ 0.001 par value: 75,000,000 shares authorized; 3,000,000 shares
issued and outstanding.
On October 17, 2007 the Company issued a total of 3,000,000 shares of common
stock to one director for cash in the amount of $0.005 per share for a total of
$15,000.
As of December 31, 2007 the Company had 3,000,000 shares of common stock issued
and outstanding.
NOTE 10 - PURCHASE OF MINERAL RIGHTS AND IMPAIRMENT
On December 19, 2007, the Company entered into an agreement to acquire a Eureka
Lode Mining Claim for $9000. No proven or probable reserves on the property have
been established. The cost of the Mineral Rights was impaired 100% as of
December 31, 2007.
F-10
DEALER PROSPECTUS DELIVERY OBLIGATION
"UNTIL ______________, ALL DEALERS THAT EFFECT TRANSACTIONS IN THESE SECURITIES,
WHETHER OR NOT PARTICIPATING IN THIS OFFERING, MAY BE REQUIRED TO DELIVER A
PROSPECTUS. THIS IS IN ADDITION TO THE DEALERS' OBLIGATION TO DELIVER A
PROSPECTUS WHEN ACTING AS UNDERWRITERS AND WITH RESPECT TO THEIR UNSOLD
ALLOTMENTS OR SUBSCRIPTIONS."
PART II - INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
Expenses incurred, or expected, relating to this Prospectus are as follows:
Legal and Professional Fees $1,500
Accounting and auditing 2,500
Printing of Prospectus 500
------
TOTAL $4,000
======
ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Wolfe Creek Mining, Inc.'s By-Laws allow for the indemnification of the officers
and directors in regard to their carrying out the duties of their offices. The
board of directors will make determination regarding the indemnification of the
director, officer or employee as is proper under the circumstances if he/she has
met the applicable standard of conduct set forth in the Delaware General
Corporation Law.
As to indemnification for liabilities arising under the Securities Act of 1933
for directors, officers or persons controlling Wolfe Creek Mining, Inc., we have
been informed that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy and unenforceable.
ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES.
Set forth below is information regarding the issuance and sales of securities
without registration since inception. No such sales involved the use of an
underwriter; no advertising or public solicitation was involved; the securities
bear a restrictive legend; and no commissions were paid in connection with the
sale of any securities.
On October 15, 2007 the Company issued a total of 3,000,000 shares of common
stock to Kristen Paul for cash at $0.005 per share for a total of $15,000.
These securities were issued in reliance upon the exemption contained in Section
4(2) of the Securities Act of 1933. These securities were issued to a promoter
of the company and bear a restrictive legend.
II-1
ITEM 16. EXHIBITS.
The following exhibits are included with this registration statement:
Exhibit
Number Description
------ -----------
3.1 Certificate of Incorporation
3.2 Bylaws
5 Opinion re: Legality
10 Mineral Property Purchase Agreement
23.1 Consent of Independent Auditor
23.3 Consent of Counsel (See Exhibit 5)
ITEM 17. UNDERTAKINGS
a. The undersigned registrant hereby undertakes:
1. To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
i. To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933;
ii. To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or
in the aggregate, represent a fundamental change in the
information set forth in the registration statement.
Notwithstanding the foregoing, any increase or decrease in volume
of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate,
the changes in volume and price represent no more than 20% change
in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective
registration statement.
iii. To include any material information with respect to the plan of
distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement;
2. That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
3. To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the
termination of the offering.
II-2
4. That, for the purpose of determining liability under the Securities
Act of 1933 to any purchaser:
i. If the registrant is relying on Rule 430B (230.430B of this
chapter):
A. Each prospectus filed by the registrant pursuant to Rule
424(b)(3)shall be deemed to be part of the registration
statement as of the date the filed prospectus was deemed
part of and included in the registration statement; and
B. Each prospectus required to be filed pursuant to Rule
424(b)(2), (b)(5), or (b)(7) as part of a registration
statement in reliance on Rule 430B relating to an offering
made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the
purpose of providing the information required by section
10(a) of the Securities Act of 1933 shall be deemed to be
part of and included in the registration statement as of the
earlier of the date such form of prospectus is first used
after effectiveness or the date of the first contract of
sale of securities in the offering described in the
prospectus. As provided in Rule 430B, for liability purposes
of the issuer and any person that is at that date an
underwriter, such date shall be deemed to be a new effective
date of the registration statement relating to the
securities in the registration statement to which that
prospectus relates, and the offering of such securities at
that time shall be deemed to be the initial bona fide
offering thereof. Provided, however, that no statement made
in a registration statement or prospectus that is part of
the registration statement or made in a document
incorporated or deemed incorporated by reference into the
registration statement or prospectus that is part of the
registration statement will, as to a purchaser with a time
of contract of sale prior to such effective date, supersede
or modify any statement that was made in the registration
statement or prospectus that was part of the registration
statement or made in any such document immediately prior to
such effective date; or
ii. If the registrant is subject to Rule 430C, each prospectus filed
pursuant to Rule 424(b) as part of a registration statement
relating to an offering, other than registration statements
relying on Rule 430B or other than prospectuses filed in reliance
on Rule 430A, shall be deemed to be part of and included in the
registration statement as of the date it is first used after
effectiveness. Provided, however, that no statement made in a
registration statement or prospectus that is part of the
registration statement or made in a document incorporated or
deemed incorporated by reference into the registration statement
or prospectus that is part of the registration statement will, as
to a purchaser with a time of contract of sale prior to such
first use, supersede or modify any statement that was made in the
registration statement or prospectus that was part of the
registration statement or made in any such document immediately
prior to such date of first use.
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5. That, for the purpose of determining liability of the registrant under
the Securities Act of 1933 to any purchaser in the initial
distribution of the securities: The undersigned registrant undertakes
that in a primary offering of securities of the undersigned registrant
pursuant to this registration statement, regardless of the
underwriting method used to sell the securities to the purchaser, if
the securities are offered or sold to such purchaser by means of any
of the following communications, the undersigned registrant will be a
seller to the purchaser and will be considered to offer or sell such
securities to such purchaser:
i. Any preliminary prospectus or prospectus of the undersigned
registrant relating to the offering required to be filed pursuant
to Rule 424;
ii. Any free writing prospectus relating to the offering prepared by
or on behalf of the undersigned registrant or used or referred to
by the undersigned registrant;
iii. The portion of any other free writing prospectus relating to the
offering containing material information about the undersigned
registrant or its securities provided by or on behalf of the
undersigned registrant; and
iv. Any other communication that is an offer in the offering made by
the undersigned registrant to the purchaser.
Insofar as indemnification for liabilities arising under the 1933 Act may be
permitted to our director, officer and controlling persons of the small business
issuer pursuant to the foregoing provisions, or otherwise, the small business
issuer has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the 1933 Act, and is,
therefore, unenforceable.
In the event that a claim for indemnification against such liabilities (other
than the payment by the small business issuer of expenses incurred or paid by a
director, officer or controlling person of the small business issuer in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the small business issuer will, unless in the opinion of its counsel
the matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the 1933 Act, and will be governed by the
final adjudication of such issue.
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SIGNATURES
In accordance with the requirements of the Securities Act of 1933, the
registrant has duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Lake
Oswego, Oregon on March 10, 2008.
Wolfe Creek Mining, Inc., Registrant
By: /s/ Kristen Paul
------------------------------------
Kristen Paul, President, Secretary,
Treasurer, Chief Executive Officer,
Chief Financial Officer and
Principal Accounting Officer and
Sole Director
Pursuant to the requirements of the Securities Act of 1933, this registration
statement has been signed by the following persons in the capacities and on the
dates indicated.
/s/ Kristen Paul Chief Executive Officer March 10, 2008
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Kristen Paul Title Date
/s/ Kristen Paul Chief Financial Officer March 10, 2008
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Kristen Paul Title Date
/s/ Kristen Paul Principal Accounting Officer March 10, 2008
- ---------------------- ---------------------------- --------------
Kristen Paul Title Date
II-5