Ceetop Inc. - FORM 10-Q/A

Attached files

file	filename
EX-32.1 - CERTIFICATION - Ceetop Inc.	f10q0910a1ex32i_chinaceetop.htm
EX-31.1 - CERTIFICATION - Ceetop Inc.	f10q0910a1ex31i_chinaceetop.htm
EX-31.2 - CERTIFICATION - Ceetop Inc.	f10q0910a1ex31ii_chinaceetop.htm

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-Q / A

QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period ended September 30, 2010

Commission File Number 000-32629

OREGON GOLD, INC.

(Exact name of registrant as specified in charter)

Oregon		98-0408707
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

A9 ZhongShenHua Yuan, CaiTian Nan Lu, Shenzhen, China		518026
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: 888-257-4193

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files. Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ¨		Accelerated Filer ¨
Non-accelerated filer ¨ (Do not check if smaller reporting company)		Smaller Reporting Company x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes x No ¨

Indicate the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date: As of November 9, 2010 the Company had outstanding 19,900,100 shares of its common stock, par value $0.001.

TABLE OF CONTENTS


ITEM NUMBER AND CAPTION	PAGE

PART I

ITEM 1. Financial Statements
Balance Sheets - September 30, 2010 (Unaudited) and December 31, 2009	3
Unaudited Statements of Operations - Three and Nine Months Ended September 30, 2010 and 2009 and the period from inception (February 18, 2003) through September 30, 2010	4
Unaudited Statements of Cash Flows - Nine Months Ended September 30, 2010 and 2009 and the period from inception (February 18, 2003) to September 30, 2010	5
Notes to Unaudited Financial Statements	6

ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	14
ITEM 3. Quantitative and Qualitative Disclosures About Market Risks	16
ITEM 4. Controls and Procedures	16

PART II

ITEM 1. Legal Proceedings	17
ITEM 1A. Risk Factors	17
ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds	17
ITEM 3. Defaults Upon Senior Securities	17
ITEM 4. Submission of Matters to a Vote of Security Holders	17
ITEM 5. Other Information	17
ITEM 6. Exhibits	18

Signatures	19

EXPLANATORY NOTE:

The Company is amending this report to restate its financial statements to reflect a write-off of the Company’s mining claims and associated accumulated depletion. The Company recently discovered that it did not renew its mining claims as of September 1, 2010 due to a clerical filing error by the Company, and forfeited all claims.

PART I

ITEM 1. FINANCIAL STATEMENTS

Oregon Gold, Inc.
(A Development Stage Company)
Balance Sheets
As of September 30, 2010 and December 31, 2009


	September 30,			December 31,
	2010			2009
	(Unaudited)
	(Restated)
ASSETS
Cash	$	-		$	-
Accounts receivable, net		-			58
Total Current Assets		-			58

Acquisition and development costs		-			225,195
Accumulated depletion		-			(294	)
Total property and equipment, net		-			224,901
TOTAL ASSETS	$	-		$	224,959

LIABILITIES AND STOCKHOLDERS’ EQUITY ( DEFICIT)
Current Liabilities
Accounts payable	$	11,000		$	11,000
Accounts payable-related party		141,536			33,346
Notes payable (including convertible notes)		10,907			385,839
Total current liabilities		163,443			430,185

Long-term liabilities
Convertible notes payable - parent and related companies		-			-
Total liabilities		163,443			430,185

Stockholders' Equity (Deficit)
Common Stock - $0.001 par value; 100,000,000 shares authorized, 19,900,100 and 10,000,100 shares issued and outstanding as of September 30, 2010 and December 31, 2009, respectively		19,900			10,100
Additional paid in capital		940,186			446,320
Deficit accumulated during the development stage		(1,123,529	)		(661,646	)
Total Stockholders' Equity (Deficit)		(163,443	)		(205,226	)

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)	$	-		$	224,959

See accompanying notes to financial statements

Oregon Gold, Inc.
(A Development Stage Company)
Statements of Operations
For the 3 and 9 months ended September 30, 2010 and 2009
and the period from February 18, 2003 through September 30, 2010
(Unaudited)
(Restated)

	Three Months Ended Sept 30,			Three Months Ended Sept 30,			Nine Months Ended Sept 30,			Nine Months Ended Sept 30,			From inception, February 18, 2003
	2010			2009			2010			2009			through
													Sept 30, 2010

Revenue	$	-		$	-		$	-		$	-		$	61,562

Production costs		-			-			-			-			104,996
Depreciation		-			-			-			-			11,614
Total production costs		-			-			-			-			116,610

Operating expenses:
Mineral rights expense		-			-			-			-			32,485
General and administrative		62,395			14,897			108,247			32,610			432,792
Loss on sale of assets		-			-			-			-			902
Impairment		224,901			-			224,901			-			224,901
Total operating expenses		287,296			14,897			333,148			32,610			691,080

Operating loss	$	(287,296	)	$	(14,897	)	$	(333,148	)	$	(32,610	)	$	(746,128	)

Other income		-			-			-			-			50,400
Interest expense		(200	)		(101,148	)		(128,735	)		(184,436	)		(427,801	)
Net loss before taxes		(287,496	)		(116,045	)		(461,883	)		(217,046	)		(1,123,529	)


Income taxes
Total income taxes (benefit)		-			-			-			-			-
Net loss after taxes		(287,496	)		(116,045	)		(461,883	)		(217,046	)		(1,123,529	)

Loss	$	(287,496	)	$	(116,045	)	$	(461,883	)	$	(217,046	)	$	(1,123,529	)

Basic and diluted loss per share	$	(0.01	)	$	(0.01	)	$	(0.03	)	$	(0.02	)

Weighted average shares outstanding -
Basic and diluted		19,900,100			10,055,665			15,592,408			10,018,482

See accompanying notes to the financial statements

Oregon Gold, Inc.
(A Development Stage Company)
Statements of Cash Flows
For the nine months ended September 30, 2010 and 2009
and the period from inception (February 18, 2003) to September 30, 2010
(Unaudited)
(Restated)
							From inception,
	For the nine months ended						Feb 18, 2003 through
	Sept 30			Sept 30			Sept 30
	2010			2009			2010
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Loss	$	(461,883	)	$	(217,046	)	$	(1,123,529	)

Adjustments to reconcile net loss to cash flows used in operations:
Amortization of discount on note payable		115,068			184,110			400,000
Impairment		224,901			-			224,901
Common stock issued for services		-			5,700			15,700
Imputed interest on note payable		13,666			-			27,274
Depreciation and depletion		-			-			294

Changes in operating assets and liabilities:
Accounts receivable		58			-			-
Accounts payable		-			(4,975	)		-
Accounts payable - related party		108,190			23,921			152,536
NET CASH USED IN OPERATING ACTIVITIES		-			(8,290	)		(302,624	)

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases and development of property and equipment		-			-			(225,195	)
NET CASH USED BY INVESTING ACTIVITIES		-			-			(225,195	)

CASH FLOWS FROM FINANCING ACTIVITIES:
Payments on stockholder notes payable		-			-			(33,030	)
Proceeds from stockholder notes		-			8,288			560,849
NET CASH PROVIDED BY FINANCING ACTIVITIES		-			8,288			527,819

NET CHANGE IN CASH		-			(2)			-
CASH AT BEGINNING OF PERIOD		-			2			-
CASH AT END OF PERIOD	$	-		$	-		$	-

SUPPLEMENTARY DISCLOSURE OF CASH FLOW INFORMATION
Cash paid during the period for interest	$	-		$	-		$	-
Cash paid during the period for taxes	$	-		$	-		$	-

NON CASH TRANSACTIONS:
Initial beneficial conversion feature measurement	$	-		$	400,000		$	400,000
Extinguishment of debt by related party	$	-		$	26,912		$	26,912
Issuance of common shares for related party debt forgiveness	$	-		$	-		$	10,000
Convertible note payable converted to common stock	$	490,000		$	-		$	490,000

See accompanying notes to the financial statements

Oregon Gold, Inc.

(A Development Stage Company)

NOTES TO UNAUDITED FINANCIAL STATEMENTS

September 30, 2010

NOTE 1 - BASIS OF PRESENTATION

The accompanying unaudited financial statements of Oregon Gold, Inc. (the “Company”) have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission (“SEC”), and should be read in conjunction with the audited financial statements and notes thereto contained in the Company’s Annual Report filed with the SEC on Form 10-K. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year. Notes to the financial statements, which would substantially duplicate the disclosure contained in the audited financial statements for 2009 as reported in the Form 10-K have been omitted.

Recently Adopted Accounting Pronouncements

Effective June 30, 2009, the Company adopted a new accounting standard issued by the FASB related to the disclosure requirements of the fair value of the financial instruments. This standard expands the disclosure requirements of fair value (including the methods and significant assumptions used to estimate fair value) of certain financial instruments to interim period financial statements that were previously only required to be disclosed in financial statements for annual periods. In accordance with this standard, the disclosure requirements have been applied on a prospective basis and did not have a material impact on the Company’s financial statements.

In June 2009, the Financial Accounting Standards Board ("FASB") established the FASB Accounting Standards Codification (the "Codification") as the source of authoritative accounting principles recognized by the FASB to be applied by non-governmental entities in the preparation of financial statements in conformity with GAAP. Rules and interpretive releases of the Securities and Exchange Commission ("SEC") under authority of federal securities laws are also sources of authoritative GAAP for SEC registrants. The introduction of the Codification does not change GAAP and other than the manner in which new accounting guidance is referenced, the adoption of these changes had no impact on our consolidated financial statements.

Recently Issued Accounting Standards

In August 2009, the FASB issued an amendment to the accounting standards related to the measurement of liabilities that are recognized or disclosed at fair value on a recurring basis. This standard clarifies how a company should measure the fair value of liabilities and that restrictions preventing the transfer of a liability should not be considered as a factor in the measurement of liabilities within the scope of this standard. This standard was effective for the Company on October 1, 2009. The Company does not expect the impact of its adoption to be material to its financial statements.

In October 2009, the FASB issued an amendment to the accounting standards related to the accounting for revenue in arrangements with multiple deliverables including how the arrangement consideration is allocated among delivered and undelivered items of the arrangement. Among the amendments, this standard eliminated the use of the residual method for allocating arrangement considerations and requires an entity to allocate the overall consideration to each deliverable based on an estimated selling price of each individual deliverable in the arrangement in the absence of having vendor-specific objective evidence or other third party evidence of fair value of the undelivered items. This standard also provides further guidance on how to determine a separate unit of accounting in a multiple-deliverable revenue arrangement and expands the disclosure requirements about the judgments made in applying the estimated selling price method and how those judgments affect the timing or amount of revenue recognition. This standard, for which the Company is currently assessing the impact, will become effective for the Company on January 1, 2011.

In October 2009, the FASB issued an amendment to the accounting standards related to certain revenue arrangements that include software elements. This standard clarifies the existing accounting guidance such that tangible products that contain both software and non-software components that function together to deliver the product’s essential functionality, shall be excluded from the scope of the software revenue recognition accounting standards. Accordingly, sales of these products may fall within the scope of other revenue recognition standards or may now be within the scope of this standard and may require an allocation of the arrangement consideration for each element of the arrangement. This standard, for which the Company is currently assessing the impact, will become effective for the Company on January 1, 2011.

NOTE 2 - PROPERTY AND EQUIPMENT

Through September 1, 2010, the sole assets of the Company were its mining claims. The Company did not renew its mining claims as of September 1, 2010 and forfeited all claims, due to a clerical filing error by the Company. As there was no mining activity during 2010, the claims experienced no depletion for the period ended September 30, 2010. The forfeiture of these claims resulted in an impairment expense to the Company of the total value of the assets, less accumulated depreciation, of $224,901.

NOTE 3 –ACCOUNTS PAYABLE / RELATED PARTY TRANSACTIONS

As of August 27, 2009, Yinfang Yang acquired control of the Company by purchasing approximately 79.2% of the issued and outstanding shares of common stock of the Company directly from Pacific Gold Corporation (“Pacific Gold,” the foregoing transaction is hereinafter referred to as the “Transaction”). This accounted for all of the Pacific Gold shares of common stock of the Company.

Immediately prior to the closing of the Transaction, Mitchell Geisler served as the sole member of the Board of Directors. Immediately following the closing of the Transaction, (1) Yinfang Yang was appointed as a member to the Board of Directors, (2) Mitchell Geisler tendered a resignation from the Board of Directors, and (2) the parties agreed to appoint Yinfang Yang, to the Board of Directors.

Additionally, within the purchase agreement, Pacific Gold agreed to extinguish its short term note of $26,912, resulting in additional paid in capital to the Company, as it was a related party transaction.

The Company has included on its financial statements $11,907 due to its previous parent company (Pacific Gold) management and related parties as of September 30, 2010 and December 31, 2009, but believes all amounts owed to former Pacific Gold management were expressly released in the purchase transaction. Therefore, the Company disputes the validity of the $11,907 reflected at September 30, 2010 and December 31, 2009. In accordance with generally accepted accounting principles, the Company did not impute interest on the balance, as the note was between a parent and a subsidiary.

Commencing August 27, 2009, the Company’s new majority shareholder, Ms. Yang, has advanced funds to the Company to fund operations. The advanced funds total $141,536 and $33,346 at September 30, 2010 and December 31, 2009, respectively.

NOTE 4 –CONVERTIBLE NOTES PAYABLE/RELATED PARTY TRANSACTIONS

The Company had a note with a face value of $500,000 owed to its (former) parent company as of December 31, 2008. The maturity date of the note was April 15, 2010. Originally, the amount due was one note payable to the (former) parent company bearing no interest. In the second quarter of 2009, the Company amended the note agreement to offer the note as a convertible note at a conversion price of $0.05 per share, which was reviewed under current guidance. Because the fair market value at the date of issuance exceeded the effective conversion price, the Company recorded a beneficial conversion feature, which is amortized to non-cash interest expense over the life of the note (one year) using the straight line method. The initial beneficial conversion feature recorded in the second quarter of 2009 was $400,000 and amortization for the nine months ended September 30, 2010 was $115,068.

On August 27, 2009 the $500,000 note to our former parent company was evenly assigned to four new parties at a face value of $125,000 per note. The notes matured on April 15, 2010 and the unamortized discount was fully realized. On April 30, 2010, $490,000 of the outstanding notes was converted into shares of common stock at $0.05 each, as specified in the note agreement. The Company issued a total of 9,800,000 additional shares, as a result of the conversion. Ms. Yang, the Company’s sole officer and director, received 2,500,000 of these additional shares of Common Stock, giving her a total share count of 10,502,389.

NOTE 5 – RELATED PARTY TRANSACTIONS

During the periods ended September 30, 2010 and December 31, 2009, the Company financed its operations through advances from its parent company or majority stockholder, as more fully described in Note 3 above.

NOTE 6 – COMMON STOCK

At the time of inception, 100 shares of the Company’s common stock were issued to the Company’s then parent company, Pacific Gold Corp. In 2005, 100 shares were issued in a merger with another subsidiary of Pacific Gold. In 2008, there were 9,999,900 shares of common stock issued to Pacific Gold as payment for a portion of the debt owed to Pacific Gold. The shares issued in 2008 were priced at par value for the Company’s common stock.

During the first quarter of 2009 Pacific Gold issued a dividend of 2,000,000 shares from its holdings of the Company’s common stock to its shareholders of record on March 2, 2009.

On August 10, 2009, the Company issued 100,000 shares of its common stock to Island Stock Transfer, in partial settlement of its stock transfer agreement. The share price on the date of grant was $0.057, resulting in an expense to the Company of $5,700.

On April 30, 2010, $490,000 of the outstanding $500,000 in convertible notes was converted into shares of common stock at $0.05 per share, as specified in the note agreement. The Company issued a total of 9,800,000 additional shares, as a result of the conversion. The conversion resulted in no additional expense to the Company. As of September 30, 2010, Ms. Yinfang Yang owns approximately 53% of the outstanding common stock of the Company. (see Notes 3 and 4 for purchase and stock issuance detail)

The Company’s shares began trading on Over-the-Counter Bulletin Board (“OTCBB”) on March 17, 2009 under the symbol ORGG.

NOTE 7 – LEGAL PROCEEDINGS

From time to time the Company is involved in minor trade, employment and other operational disputes, none of which have or are expected to have a material impact on the current or future financial statements or operations.

NOTE 8 – GOING CONCERN

The Company’s financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. As of September 30, 2010, the Company had a retained deficit of $1,123,529, negative working capital of $163,443 and no viable operations, raising substantial doubt about its ability to continue as a going concern. During the period ended September 30, 2010, the Company financed its operations through advances from its majority stockholder.

Management’s plan to address the Company’s ability to continue as a going concern includes: obtaining additional funding from the sale of the Company’s securities and establishing revenues. Although management believes that it will be able to obtain the necessary funding to allow the Company to remain a going concern through the methods discussed above, there can be no assurances that such methods will prove successful. Should it be unsuccessful, the Company may need to discontinue its operations.

NOTE 9 – RESTATEMENT OF SEPTEMBER 30, 2010 FINANCIAL STATEMENTS

The Company has restated its quarterly financial statements from amounts previously reported for the period ended September 30, 2010. The Company recently discovered that it did not renew its mining claims as of September 1, 2010 due to a clerical filing error by the Company, and forfeited all claims. The Company wrote-off the total asset value of $225,195 and the associated accumulated depletion of $294 for a net impairment expense to the Company of $224,901. This resulted in the following changes to the balance sheet as of September 30, 2010 and statements of operations for the three and nine months ended September 30, 2010 and the period of inception from February 18, 2003 through September 30, 2010.

Balance Sheet - September 30, 2010
	As Reported			Adjustments			As Restated
ASSETS

Cash	$	-		$	-		$	-
Accounts receivable, net		-			-			-
Total Assets	$	-		$	-		$	-

Property and Equipment:
Proved Development
Acquisition and development costs		225,195			(225,195	)		-
Accumulated depletion		(294	)		294			-
Total Property and Equipment, net		224,901			(224,901	)		-

TOTAL ASSETS	$	224,901		$	(224,901	)	$	-

LIABILITIES AND STOCKHOLDER'S DEFICIT
Current Liabilities
Accounts payable	$	11,000		$	-		$	11,000
Accounts payable-related party		141,536			-			141,536
Notes payable (including convertible notes)		10,907			-			10,907
Total current Liabilities		163,443			-			163,443

Long-term liabilities
Note payable - parent and related companies		-			-			-
Convertible notes payable - parent and related companies		-			-			-
Total liabilities		163,443			-			163,443

Stockholders' Equity
Common Stock - $0.001 par value; 100,000,000 shares authorized, 19,900,100 and 10,000,100 shares issued and outstanding as of September 30, 2010 and December 31, 2009 respectively		19,900			-			19,900
Additional paid in capital		940,186			-			940,186
Retained deficit		(898,628	)		(224,901	)		(1,123,529	)
Total Stockholders' Equity		61,458			(224,901	)		(163,443	)

Total Liabilities and Stockholders' Equity	$	224,901		$	(224,901	)	$	-

Statement of Operations - Three Months Ended September 30, 2010
	As Reported			Adjustments			As Restated

Revenue	$	-		$	-		$	-

Production costs		-			-			-
Depreciation		-			-			-
Total production costs		-			-			-

Operating Expenses:
Mineral Rights expense		-			-			-
General and administrative		62,395			-			62,395
Impairment		-			224,901			224,901
Loss on sale of assets		-			-			-
Total Operating Expenses		62,395			224,901			287,296
Operating loss	$	(62,395	)	$	(224,901	)	$	(287,296	)

Other Income (Expense)
Other Income		-			-			-
Other Expense		(200	)		-			(200	)
Gain on Debt Extinguishment		-			-			-
Interest Expense		-			-			-
Net Income (Loss) before Taxes		(62,595	)		(224,901	)		(287,496	)

Income Taxes
Total Income Taxes (Benefit)		-			-			-
Net income (loss) after taxes		(62,595	)		(224,901	)		(287,496	)

Income (loss)	$	(62,595	)	$	(224,901	)	$	(287,496	)

Basic and diluted earnings (loss) per share	$	(0.00	)	$	(0.01	)	$	(0.01	)

Weighted average shares outstanding -
Basic and diluted		19,900,100			19,900,100			19,900,100

Statement of Operations - Nine Months Ended September 30, 2010
	As Reported			Adjustments			As Restated

Revenue	$	-		$	-		$	-

Production costs		-			-			-
Depreciation		-			-			-
Total production costs		-			-			-

Operating Expenses:
Mineral Rights expense		-			-			-
General and administrative		108,247			-			108,247
Impairment		-			224,901			224,901
Loss on sale of assets		-			-			-
Total Operating Expenses		108,247			224,901			333,148
Operating loss	$	(108,247	)	$	(224,901	)	$	(333,148	)

Other Income (Expense)
Other Income		-			-			-
Other Expense		(128,735	)		-			(128,735	)
Gain on Debt Extinguishment		-			-			-
Interest Expense		-			-			-
Net Income (Loss) before Taxes		(236,982	)		(224,901	)		(461,883	)

Income Taxes
Total Income Taxes (Benefit)		-			-			-
Net income (loss) after taxes		(236,982	)		(224,901	)		(461,883	)
Income (loss)	$	(236,982	)	$	(224,901	)	$	(461,883	)

Basic and diluted earnings (loss) per share	$	(0.02	)	$	(0.01	)	$	(0.03	)

Weighted average shares outstanding -
Basic and diluted		15,592,408			15,592,408			15,592,408

Statement of Operations - Period from inception (February 18, 2003) through September 30, 2010
	As Reported			Adjustments			As Restated

Revenue	$	61,562		$	-		$	61,562

Production costs		104,996			-			104,996
Depreciation		11,614			-			11,614
Total production costs		116,610			-			116,610

Operating Expenses:
Mineral Rights expense		32,485			-			32,485
General and administrative		432,792			-			432,792
Impairment		-			224,901			224,901
Loss on sale of assets		902			-			902
Total Operating Expenses		466,179			224,901			691,080
Operating loss	$	(521,227	)	$	(224,901	)	$	(746,128	)

Other Income (Expense)
Other Income		50,400			-			50,400
Other Expense		(427,801	)		-			(427,801	)
Gain on Debt Extinguishment		-			-			-
Interest Expense		-			-			-
Net Income (Loss) before Taxes		(898,628	)		(224,901	)		(1,123,529	)

Income Taxes
Total Income Taxes (Benefit)		-			-			-
Net income (loss) after taxes		(898,628	)		(224,901	)		(1,123,529	)
Income (loss)	$	(898,628	)	$	(224,901	)	$	(1,123,529	)

NOTE 9 – SUBSEQUENT EVENTS

Effective January 27, 2011 the Company closed the transactions set forth in a Share Exchange Agreement (the “Agreement) between the Company and Surry Holdings Limited (“Surry”). The shareholders of Surry (the “Surry Shareholders”) entered into a Share Exchange Agreement (the “Agreement”) pursuant to which Surry became the wholly owned subsidiary of the Company. With the execution of the Agreement, the Company has changed the focus of its operations away from mining, instead focusing on the business of Surry.

Under the Agreement, in exchange for surrendering all their ownership in Surry, the Surry Shareholders received an aggregate of 28,496,427 shares of the Company’s common stock, and 3,558,046 shares of the Company’s Series A Preferred Stock

Effective January 27, 2011, as a result of the closing of the transaction with Surry: Yinfang Yang resigned as officer and director; Weiliang Liu was appointed Chairman of the Board, Chief Executive Officer, President and Secretary; and Juqun Zhao was appointed Chief Financial Officer and Treasurer.

Additionally, effective January 27, 2011, the Company amended Section 1 of its Restated Articles of Incorporation in order to change the name of the Company from Oregon Gold, Inc. to China Ceetop.com, Inc. and amended Article 2 of the Restated Articles of Incorporation of the Company to read as follows:

“This Corporation is authorized to issue two classes of stock to be designated, respectively, preferred stock ("Preferred Stock") and common stock ("Common Stock"). The total number of shares of capital stock that the Corporation is authorized to issue is 203,558,046. The total number of shares of Common Stock the Corporation shall have the authority to issue is 200,000,000. The total number of shares of Preferred Stock that the Corporation shall have the authority to issue is 3,558,046. The Corporation’s capital stock may be sold from time to time for such consideration as may be fixed by the Board of Directors, provided that no consideration so fixed shall be less than par value.

The Board of Directors of the Corporation is expressly authorized, subject to limitations prescribed by law and the provisions of this Article 2, to provide for the issuance of the shares of Preferred Stock from time to time in one or more series, and by filing a certificate pursuant to the Oregon Business Corporation Act, to fix the number of shares and to determine or alter for each such series, such voting powers, full or limited, or no voting powers, and such designations, preferences, and relative, participating, optional, or other rights and such qualifications, limitations, or restrictions thereof, as shall be stated and expressed in the resolution or resolutions adopted by the Board of Directors providing for the issuance of such shares as may be permitted by the Oregon Revised Statutes.

All stock of this Corporation, whether Common Stock or Preferred Stock, shall be issued only upon the receipt of the full consideration fixed for the issuance of such stock. Such stock, once issued, shall be fully paid and nonassessable.

No holder of shares of any class of this Corporation shall have (1) any preemptive right to subscribe for or acquire additional shares of this Corporation of the same or any other class, whether such shares shall be hereby or hereafter authorized, or (2) any right to acquire any shares which may be held in the treasury of this corporation. All such additional or treasury shares may be issued or reissued for such consideration, at such time, and to such persons as the Board of Directors may from time to time determine.”

Full responsive information under this Item can be found in the Company’s Information Statement on Schedule 14F-1 filed with the SEC on January 7, 2011.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Forward Looking Statements

From time to time, we or our representatives have made or may make forward-looking statements, orally or in writing. Such forward-looking statements may be included in, but not limited to, press releases, oral statements made with the approval of an authorized executive officer or in various filings made by us with the SEC. Words or phrases "will likely result", "are expected to", "will continue", "is anticipated", "estimate", "project or projected", or similar expressions are intended to identify "forward-looking statements". Such statements are qualified in their entirety by reference to and are accompanied by the above discussion of certain important factors that could cause actual results to differ materially from such forward-looking statements.

Management is currently unaware of any trends or conditions other than those previously mentioned in this management's discussion and analysis that could have a material adverse effect on our consolidated financial position, future results of operations, or liquidity. However, investors should also be aware of factors that could have a negative impact on our prospects and the consistency of progress in the areas of revenue generation, liquidity, and generation of capital resources. These include: (i) variations in revenue, (ii) possible inability to attract investors for its equity securities or otherwise raise adequate funds from any source should the Company seek to do so, (iii) increased governmental regulation, (iv) increased competition, (v) unfavorable outcomes to litigation involving the company or to which the company may become a party in the future and, (vi) a very competitive and rapidly changing operating environment.

The above identified risks are not all inclusive. New risk factors emerge from time to time and it is not possible for management to predict all of such risk factors, nor can it assess the impact of all such risk factors on the Company's business or the extent to which any factor or combination of factors may cause actual results to differ materially from those contained in any forward-looking statements. Accordingly, forward-looking statements should not be relied upon as a prediction of actual results.

The financial information set forth in the following discussion should be read with the consolidated financial statements of the Company included elsewhere herein.

Introduction

The Company is investigating options for alternative revenue sources and has decided to change its focus from mining to another line of business.

Operations

During 2010, the Company evaluated its development plans for the Company’s claims and decided to change the Company’s focus. Due to a clerical error, the Company did not renew the mining claims held in Oregon as of September 1, 2010 and forfeited the claims held in Josephine County, Oregon. No mining operations have taken place during 2010.

As disclosed in a Form 8K filed with the SEC, in June 2010, the Company entered into a letter of intent with Surry Holdings Limited (Surry), to conduct a share exchange with Surry. As of September 30, 2010 the Company has not closed the transaction contemplated by the letter of intent, and conducting due diligence on Surry while it continues its operations.

Financial Condition and Changes in Financial Condition

The Company had no revenues from the sale of gold in the quarter and nine months ended September 30, 2010 or 2009.

Operating expenses for the quarter and nine months ended September 30, 2010 and 2009 were $62,395 and $108,247 and $14,897 and $32,610, respectively. Expenses were primarily for accounting and legal fees.

Interest expense for the quarter and nine months ended September 30, 2010 is $200 and $128,735, respectively. This is comprised of $13,666 of imputed interest expense on the four, $125,000 non-interest bearing notes payable. Interest is being imputed at 8%, annually. At September 30, 2010, only $10,000 remains outstanding on the notes. (See Note 6 in the Financial Statements for additional detail). Additionally, the Company recognized $115,068 of interest expense from amortization on the beneficial conversion feature associated with these notes. The Company realized $184,110 of interest expense associated with the notes payable beneficial conversion feature for the nine months ended September 30, 2009. See Note 4 in the Financial Statements for a complete discussion of the conversion accounting.

On September 1, 2010, the Company forfeited its mining claims due to a failure to renew mining claims (due to clerical error), resulting in a complete write-off of the Company’s mining claims and associated accumulated depletion. This transaction resulted in an asset impairment of $224,901.

Liquidity and Capital Resources

Since inception to September 30, 2010, we have funded most of our operational expenses from advances from our (former) parent company and majority shareholder. At September 30, 2010, we owed $10,000 to a convertible note holder and $141,536 to the Company’s majority shareholder and sole officer and director, Ms. Yang.

As of September 30, 2010, with the forfeiture of the mining asset, the Company held no assets. Our total liabilities were $163,443 which consisted primarily of total notes payable of $10,907 and accounts payable of $152,536. We had stockholders’ deficit of $1,123,529 and a working capital deficit of $163,443 at September 30, 2010.

The Company will require additional capital to fund operations at its mine site, begin operations at additional mine sites and to fund exploration and development of additionally acquired prospects unless operations generate sufficient revenues to support its business plan. The Company does not have any identified sources of capital at this time. Unless the Company finds needed capital, it will have to change its business objectives and operational plans and curtail some or all of its current operations. Due to its capital needs compared to its available working capital and funding prospects, the Company has added a going concern note to the financial statements for the nine months ended September 30, 2010. The note indicates that without an increase in revenues sufficient to cover expenses or additional sources of capital being obtained, the Company may have to substantially curtail operations or terminate operations. In such event, the stockholders may experience a loss of their investment, and the Company may not be able to continue.

New Accounting Pronouncements

The Company does not expect the adoption of recently issued accounting pronouncements to have a significant impact on the Company, its operating results, financial position, or cash flow.

Off Balance Sheet Arrangements

The Company does not have any off-balance sheet transactions, arrangements, obligations (including contingent obligations), or other relationships with unconsolidated entities or other persons, that may have a material current or future effect on financial condition, changes in financial condition, results of operations, liquidity, capital expenditures, capital resources, or significant components of revenues or expenses.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

As a smaller reporting company, as defined by Rule 229.10(f)(1), the Company is not required to provide the information required by this Item.

ITEM 4. CONTROLS AND PROCEDURES

Our management is responsible for establishing and maintaining disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports under the Securities Exchange Act of 1934 (the “Exchange Act”) is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission (the “SEC”), and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure based closely on the definition of “disclosure controls and procedures” in Rule 15d-15(e) under the Exchange Act. In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

At the end of the period covered by this Quarterly Report, we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures. Based upon the foregoing, our Chief Executive Officer and Chief Financial Officer concluded that, as of September 30, 2010, the disclosure controls and procedures of our Company were not effective to ensure that the information required to be disclosed in our Exchange Act reports was recorded, processed, summarized and reported on a timely basis.

During our review of controls for the audited period ended December 31, 2009, and in the process of preparing our Annual Report, our management discovered that there are material weaknesses in our internal controls over financial reporting. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis. The material weaknesses identified during the preparation of the Annual Report were (i) insufficient evidence of a robust corporate governance function; (ii) lack of sufficient resources with SEC, generally accepted accounting principals (GAAP); (iii) lack of evidence to document compliance with the operation of internal accounting controls in accordance with our policies and procedures. These control deficiencies could result in a material misstatement of significant accounts or disclosures that would result in a material misstatement to our interim or annual financial statements that would not be prevented or detected. Accordingly, management, currently consisting of one person currently serving as the sole executive officer and director, has determined that these control deficiencies constitute material weaknesses, and still exist as of September 30, 2010.

Changes in internal controls. There have not been any changes in our internal control over financial reporting that occurred during the quarter ended September 30, 2010 that have materially affected or are reasonably likely to materially affect internal control over financial reporting.

PART II OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

None

ITEM 1A. RISK FACTORS

As a smaller reporting company we are not required to provide the information required by this Item.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None

ITEM 5. OTHER INFORMATION

None

ITEM 6. EXHIBITS

31.1		Certification of Chief Executive Officer, pursuant to Rule 13a-14(a) of the Exchange Act, as enacted by Section 302 of the Sarbanes-Oxley Act of 2002. *

31.2		Certification of Chief Financial Officer, pursuant to Rule 13a-14(a) of the Exchange Act, as enacted by Section 302 of the Sarbanes-Oxley Act of 2002. *

32.1		Certification of Chief Executive Officer and Chief Financial Officer, pursuant to 18 United States Code Section 1350, as enacted by Section 906 of the Sarbanes-Oxley Act of 2002. *

* Filed herewith

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act, the registrant has duly caused this amended report to be signed on its behalf by the undersigned thereunto duly authorized.

OREGON GOLD, INC. (Registrant)

By:		/s/ Weiliang Liu
		Weiliang Liu Chairman of the Board, Chief Executive Officer, President and Secretary


Date:		April 5, 2011

Ceetop Inc. - FORM 10-Q/A - April 6, 2011

Attached files

Ceetop Inc. Reports