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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549

Form 10-Q

x  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2011

¨  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number 000-54472


ORACO RESOURCES, INC.
(Exact name of registrant as specified in its charter)

Nevada
 
27-2300414
(State or other jurisdiction of
incorporation of organization)
 
(I.R.S. Employer
Identification No.)

189 Brookview Drive
Rochester, NY 14617
(Address of principal executive offices)

(212) 279-6260
(Registrant’s telephone number, including area code)

605 West Knox Road, Suite 102,
Tempe, Arizona 85284
(Former name, former address and former fiscal year, if changed since last report)

Copies of Communications to:
Stoecklein Law Group
402 West Broadway, Suite 690
San Diego, CA 92101
Office (619) 704-1310 • Fax (619) 704-0556

Indicate by check mark whether the issuer (1) 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 ¨

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 ¨

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

Large accelerated filer  ¨
Accelerated filer  ¨
   
Non-accelerated filer  ¨ (Do not check if a 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 ¨    No x
The number of shares of Common Stock, $0.001 par value, outstanding on November 21, 2011 was 23,595,560 shares.

 
1

 

ORACO RESOURCES, INC.
QUARTERLY PERIOD ENDED SEPTEMBER 30, 2011

Index to Report on Form 10-Q



     
Page No.
   
PART I - FINANCIAL INFORMATION
 
       
Item 1.
 
Financial Statements
3
       
Item 2.
 
Management's Discussion and Analysis of Financial Condition and Results of Operations
15
       
Item 3.
 
Quantitative and Qualitative Disclosures About Market Risk
20
       
Item 4T.
 
Controls and Procedures
21
       
   
PART II - OTHER INFORMATION
 
       
Item 1.
 
Legal Proceedings
21
       
Item1A.
 
Risk Factors
21
       
Item 2.
 
Unregistered Sales of Equity Securities and Use of Proceeds
22
       
Item 3.
 
Defaults Upon Senior Securities
23
       
Item 4.
 
(Removed and Reserved)
23
       
Item 5.
 
Other Information
23
       
Item 6.
 
Exhibits
24
       
   
Signature
25


 
2

 

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements.

ORACO RESOURCES, INC.
 
FORMERLY STERILITE SOLUTIONS CORP.
 
(AN EXPLORATION STAGE COMPANY)
 
CONSOLIDATED BALANCE SHEETS
 
             
             
   
September 30,
   
December 31,
 
   
2011
   
2010
 
ASSETS
 
(unaudited)
   
(audited)
 
             
Current assets:
           
Cash
  $ 45,850     $ -  
Prepaid expenses
    -       1,500  
Due from related party
    100       -  
Total current assets
    45,950       1,500  
                 
Other assets:
               
Trademark, net
    5,397       -  
Total other assets
    5,397       -  
                 
Total assets
  $ 51,347     $ 1,500  
                 
                 
LIABILITIES AND STOCKHOLDERS' EQUITY
               
                 
Current liabilities:
               
Accounts payable
  $ 18,795     $ -  
Accrued payroll taxes
    2,577       -  
Line of credit - related party
    6,799       635  
Total current liabilities
    28,171       635  
                 
Total liabilities
    28,171       635  
                 
Stockholders' equity:
               
Preferred stock, $0.001 par value, 10,000,000 shares
               
authorized, no shares issued and outstanding
    -       -  
Common stock, $0.001 par value, 100,000,000 shares
               
authorized, 23,595,560 and 15,001,500 shares issued and outstanding
               
as of September 30, 2011 and December 31, 2010, respectively
    23,596       15,002  
Additional paid-in capital
    249,990       -  
Common stock payable
    75,896       -  
Deficit accumulated during development stage
    (326,306 )     (14,137 )
Total stockholders' equity
    23,176       865  
                 
Total liabilities and stockholders' equity
  $ 51,347     $ 1,500  

See Accompanying Notes to Consolidated Financial Statements.

 
3

 


ORACO RESOURCES, INC.
 
FORMERLY STERILITE SOLUTIONS CORP.
 
(AN EXPLORATION STAGE COMPANY)
 
CONSOLIDATED STATEMENTS OF OPERATIONS
 
                         
                         
   
For the
   
For the
   
Inception
   
Inception
 
   
three months
   
nine months
   
(August 4, 2010)
   
(August 4, 2010)
 
   
ended
   
ended
   
to
   
to
 
   
September 30,
   
September 30,
   
September 30,
   
September 30,
 
   
2011
   
2011
   
2010
   
2011
 
   
(unaudited)
   
(unaudited)
   
(unaudited)
   
(unaudited)
 
                         
Revenue
  $ -     $ -     $ -     $ -  
                                 
Operating expenses:
                               
Depreciation and amortization
    144       378       -       378  
Executive compensation
    27,118       27,118               27,118  
General and administrative
    1,511       1,626       -       1,626  
Professional fees
    152,743       247,882       -       250,017  
Professional fees - related party
    18,700       21,200       -       21,200  
Total operating expenses
    200,216       298,204       -       300,339  
                                 
Other expense:
                               
Foreign currency transaction loss
    425       425       -       425  
Total other expense
    425       425       -       425  
                                 
Net loss
  $ (200,641 )   $ (298,629 )   $ -     $ (300,764 )
                                 
                                 
Weighted average number of common shares
    23,484,123       19,266,062       -          
outstanding - basic
                               
                                 
Net loss per share - basic
  $ (0.01 )   $ (0.02 )   $ -          

See Accompanying Notes to Consolidated Financial Statements.


 
4

 


ORACO RESOURCES, INC.
 
FORMERLY STERILITE SOLUTIONS CORP.
 
(AN EXPLORATION STAGE COMPANY)
 
CONSOLIDATED STATEMENTS OF CASH FLOWS
 
                   
   
For the
   
Inception
   
Inception
 
   
nine months
   
(August 4, 2010)
   
(August 4, 2010)
 
   
ended
   
to
   
to
 
   
September 30,
   
September 30,
   
September 30,
 
   
2011
   
2010
   
2011
 
   
(unaudited)
   
(unaudited)
   
(unaudited)
 
CASH FLOWS FROM OPERATING ACTIVITIES
                 
Net loss
  $ (298,629 )   $ -     $ (300,764 )
Adjustments to reconcile net loss
                       
to net cash used in operating activities:
                       
Shares to be issued for consulting services
    47,396       -       47,396  
Depreciation and amortization
    378       -       378  
Changes in operating assets and liabilities:
                       
Decrease in prepaid expenses
    1,500       -       -  
Increase in due from related party
    49,900       -       49,900  
Increase in accounts payable
    14,231       -       14,231  
Increase in accrued payroll taxes
    2,577       -       2,577  
                         
Net cash used in operating activities
    (182,647 )     -       (186,282 )
                         
CASH FLOWS FROM INVESTING ACTIVITIES
                       
Cash acquired upon merger
    78       -       78  
Purchase of trademark
    (5,775 )     -       (5,775 )
                         
Net cash used in investing activities
    (5,697 )     -       (5,697 )
                         
CASH FLOWS FROM FINANCING ACTIVITIES
                       
Proceeds from line of credit - related party
    6,164       -       6,799  
Repayments for line of credit - related party
    (10 )     -       (10 )
Proceeds from sale of common stock, net of offering costs
    200,030       -       203,030  
Proceeds from common stock payable
    27,800       -       27,800  
Donated capital
    210       -       210  
                         
Net cash provided by financing activities
    234,194       -       237,829  
                         
NET CHANGE IN CASH
    45,850       -       45,850  
                         
CASH AT BEGINNING OF YEAR
    -       -       -  
                         
CASH AT END OF YEAR
  $ 45,850     $ -     $ 45,850  
                         
SUPPLEMENTAL INFORMATION:
                       
Interest paid
  $ -     $ -     $ -  
Income taxes paid
  $ -     $ -     $ -  
                         
NON-CASH SUPPLEMENT:
                       
Acquisition of Oraco Resources and JYORK Industries;
                       
Assets acquired
  $ 50,000     $ -     $ 50,000  
Liabilities assumed
  $ (4,564 )   $ -     $ (4,564 )
Common stock payable assumed
  $ (50,700 )   $ -     $ (50,700 )
Total acquired, excluding cash
  $ (5,264 )   $ -     $ (5,264 )
Common stock for reverse merger
  $ 8,344     $ -     $ 8,344  
Shares to be issued for consulting services
  $ 47,396     $ -     $ 47,396  

See Accompanying Notes to Consolidated Financial Statements.

 
5

 
ORACO RESOURCES, INC.
FORMERLY STERILITE SOLUTIONS CORP.
(AN EXPLORATION STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation
The interim consolidated financial statements included herein, presented in accordance with United States generally accepted accounting principles and stated in US dollars, have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the disclosures are adequate to make the information presented not misleading.
 
These statements reflect all adjustments, consisting of normal recurring adjustments, which in the opinion of management, are necessary for fair presentation of the information contained therein. It is suggested that these condensed interim consolidated financial statements be read in conjunction with the financial statements of the Company for the period of Inception (August 4, 2010) to December 31, 2010 and notes thereto included in the Company’s 10-K annual report and all amendments and all amendments and the 8-K filed in 2011.  The Company follows the same accounting policies in the preparation of interim reports.
 
Results of operations for the interim period are not indicative of annual results.

Principles of Consolidation
For the year ended December 31, 2010, the consolidated financial statements include the accounts of Oraco Resources, Inc. (Canada Corporation).  For the nine months ended September 30, 2011, the consolidated financial statements include the accounts of Oraco Resources, Inc. (Nevada Corporation), Oraco Resources, Inc. (Canada Corporation) and JYORK Industries, Inc. Ltd.   All significant intercompany balances and transactions have been eliminated.   Oraco Resources, Inc. (Nevada Corporation), Oraco Resources, Inc. (Canada Corporation) and JYORK Industries, Inc. Ltd. will be collectively referred herein to as the “Company”.

Nature of operations
The Company is in the mineral and natural resource exploration and trading business, and has not yet commenced operations to locate commercially exploitable mineral and natural resources. The Company has been in the exploration stage since its formation and has not realized any revenues from its planned operations.

Use of estimates
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ significantly from those estimates.


 
6

 
ORACO RESOURCES, INC.
FORMERLY STERILITE SOLUTIONS CORP.
(AN EXPLORATION STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Cash and cash equivalents
For the purpose of the statements of cash flows, all highly liquid investments with an original maturity of three months or less are considered to be cash equivalents. The carrying value of these investments approximates fair value.

Mineral claim payments and exploration expenditures
The Company expenses all costs related to the acquisition, maintenance and exploration of its unproven mineral properties to which it has secured exploration rights.  If and when proven and probable reserves are determined for a property and a feasibility study prepared with respect to the property, then subsequent development costs of the property will be capitalized.  To date the Company has not established the commercial feasibility of its exploration prospects, therefore all costs have been expensed.  The Company also considers the provisions of ASC 360 which concludes that mineral rights are tangible assets. Accordingly, the Company capitalizes certain costs related to the acquisition of mineral rights where proven or probable reserves are present or when the Company intends to carry out an exploration program and has the funds to do so.

Trademarks
ASC 350 requires that goodwill and intangible assets with indefinite useful lives no longer be amortized, but instead tested for impairment at least annually in accordance with the provisions of ASC 350. This standard also requires that intangible assets with definite useful lives be amortized over their respective estimated useful lives to their estimated residual values, and reviewed for impairment. As of September 30, 2011, the Company believes there is no impairment of its intangible assets.

The Company's intangible assets consist of the costs of filing and acquiring various trademarks. The trademarks are recorded at cost. The Company determined that the trademarks have an estimated useful life of 10 years and will be reviewed annually for impairment.  Amortization will be recorded over the estimated useful life of the assets using the straight-line method for financial statement purposes. The Company will commence amortization once the economic benefits of the assets begin to be consumed and they plan to record amortization once production begins and the related revenues are recorded.

Stock-based compensation
The Company records stock based compensation in accordance with the guidance in ASC Topic 505 and 718 which requires the Company to recognize expense related to the fair value of its employee stock option awards.  This eliminates accounting for share-based compensation transactions using the intrinsic value and requires instead that such transactions be accounted for using a fair-value-based method. The Company recognizes the cost of all share-based awards on a graded vesting basis over the vesting period of the award.


 
7

 
ORACO RESOURCES, INC.
FORMERLY STERILITE SOLUTIONS CORP.
(AN EXPLORATION STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Earnings per share
The Company follows ASC Topic 260 to account for the earnings per share. Basic earning per common share (“EPS”) calculations are determined by dividing net income by the weighted average number of shares of common stock outstanding during the year. Diluted earning per common share calculations are determined by dividing net income by the weighted average number of common shares and dilutive common share equivalents outstanding. During periods when common stock equivalents, if any, are anti-dilutive they are not considered in the computation.

Recent pronouncements
The Company has evaluated all the recent accounting pronouncements through ASU No. 2011-09 and believes that none of them will have a material effect on the Company’s consolidated financial statements.

NOTE 2 – GOING CONCERN
 
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the recoverability and/or acquisition and sale of assets and the satisfaction of liabilities in the normal course of business. As noted above, the Company is in the development stage and, accordingly, has not yet generated revenues from operations. Since its inception, the Company has been engaged substantially in financing activities and developing its business plan and incurring start up costs and expenses. As a result, the Company incurred accumulated net losses from Inception (August 4, 2010) through the period ended September 30, 2011 of ($300,764). In addition, the Company’s development activities since inception have been financially sustained through debt and equity financing.
 
The ability of the Company to continue as a going concern is dependent upon its ability to raise additional capital from the sale of common stock and, ultimately, the achievement of significant operating revenues. These financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or amounts and classification of liabilities that might result from this uncertainty.

NOTE 3 – TRADEMARK

Trademarks consisted of the following as of:

   
September 30,
   
December 31,
 
   
2011
   
2010
 
Trademarks
  $ 5,775     $ -  
Accumulated amortization
    (378 )     -  
    $ 5,397     $ -  


 
8

 
ORACO RESOURCES, INC.
FORMERLY STERILITE SOLUTIONS CORP.
(AN EXPLORATION STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 3 – TRADEMARK (CONTINUED)

During the three months ended September 30, 2011, the Company recorded amortization expense of $144.  During the nine months ended September 30, 2011, the Company recorded amortization expense of $378.

NOTE 4 – LINE OF CREDIT – RELATED PARTY

Line of credit consists of the following at:

   
September 30,
2011
   
December 31,
2010
 
Revolving credit line due to shareholder of the Company, unsecured, 0% interest, due upon demand
  $ 6,799     $ 635  
                 
    $ 6,799     $ 635  

On January 1, 2011, the Company executed a line of credit in the amount of $10,000 with Summit Capital USA, Inc.  The line of credit carries an annual interest rate of 0% and is due upon demand.  As of September 30, 2011, an amount of $6,799 had been used for general corporate purposes with a remaining balance of $3,201 available.

During the three months ended September 30, 2011, interest expense was $0.  During the nine months ended September 30, 2011, interest expense was $0.

NOTE 5 – STOCKHOLDERS’ EQUITY
 
The Company is authorized to issue 100,000,000 shares of its $0.001 par value common stock and 10,000,000 shares of its $0.001 par value preferred stock.

On February 23, 2011, the Company affected an 8-for-1 forward stock split of its $0.001 par value common stock.

All shares and per share amounts have been retroactively restated to reflect the split discussed above.

Common Stock
 
Prior to the acquisition of Oraco Resources, Inc. (Canada Corporation) and JYORK Industries, Inc. Ltd., the Company had 15,344,000 shares of common stock issued and outstanding.


 
9

 
ORACO RESOURCES, INC.
FORMERLY STERILITE SOLUTIONS CORP.
(AN EXPLORATION STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 5 – STOCKHOLDERS’ EQUITY (CONTINUED)

Common Stock (Continued)

On May 16, 2011, the Company issued 15,001,500 shares to various individuals and entities in exchange for a 100% interest in Oraco Resources, Inc. (Canada Corporation) and 3,000,000 shares to an individual for a 100% interest in JYORK Industries, Inc. Ltd.  As part of the Share Purchase Agreement the former officers and directors agreed to cancel 10,000,000 shares of common stock.  On May 16, 2011, the transaction was closed and 100% interest in Oraco Resources, Inc. (Canada Corporation) and JYORK Industries, Inc. Ltd. was acquired by the Company.  For accounting purposes, the acquisition of Oraco Resources, Inc. (Canada Corporation) and JYORK Industries, Inc. Ltd. by the Company has been

recorded as a reverse acquisition of a public company and recapitalization of Oraco Resources, Inc. (Canada Corporation) and JYORK Industries, Inc. Ltd. based on the factors demonstrating that Oraco Resources, Inc. (Canada Corporation) and JYORK Industries, Inc. Ltd. represents the accounting acquirer.   The Company changed its business direction and is now a mineral and natural resource exploration business.

On June 23, 2011, the Company sold 100,030 units consisting of 100,030 shares of its common stock and 100,030 warrants at a price of $1 per unit for cash of $100,000 and common stock subscriptions receivable of $30.  As of September 30, 2011, the shares and warrants were issued.

On July 8, 2011, the Company received donated capital of $200 from an officer, director and shareholder of the Company.

On July 18, 2011, the Company executed a one year consulting agreement with an entity in exchange for 127,500 shares of common stock and 127,500 warrants (the “units”).  The units are non-forfeitable and fully vested.  During the nine months ended September 30, 2011, the Company owed 127,500 units valued at $127,500.  The units were valued using the fair value of similar units sold for cash on the agreement date.  As of September 30, 2011, the shares were unissued and a total of $29,067 was recorded to common stock payable.

On August 16, 2011, the Company sold 150,030 units consisting of 150,030 shares of its common stock and 150,030 warrants at a price of $1 per unit for cash of $150,030 to two investors.  As of September 30, 2011, the shares and warrants were issued.

On September 2, 2011, the Company received donated capital of $10 from a former officer, director and shareholder of the Company.


 
10

 
ORACO RESOURCES, INC.
FORMERLY STERILITE SOLUTIONS CORP.
(AN EXPLORATION STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 5 – STOCKHOLDERS’ EQUITY (CONTINUED)

Common Stock (Continued)

On September 14, 2011, the Company executed a two year consulting agreement with an entity in exchange for a total of 1,000,000 shares of restricted common stock.  The shares are earned equally over the two year period subject to the Company’s unfettered right to cancel the agreement at any time without issuing the consultant any further stock.  During the nine months ended September 30, 2011, the Company owed 20,833 shares of restricted common stock valued at $20,833.  The shares were valued according to the fair value of the common stock based on the agreement date.  As of September 30, 2011, the shares were unissued and a total of $20,833 was recorded to common stock payable.

During September 2011, the Company sold 27,800 units consisting of 27,800 shares of its common stock and 27,800 warrants at a price of $1 per unit for cash of $27,800 to three investors.  As of September 30, 2011, the shares were unissued and a total of $27,800 was recorded to common stock payable.

During the nine months ended September 30, 2011, there have been no other issuances of common stock.

NOTE 6 – WARRANTS AND OPTIONS

On June 23, 2011, the Company issued a total of 100,030 warrants to two investors related to the sale of units.  A unit consisted of one share of common stock and one warrant.  See Note 5.

During the three months ended September 30, 2011, the Company issued a total of 206,897 warrants to five investors related to the sale of units.  A unit consisted of one share of common stock and one warrant.  See Note 5.

During the nine months ended September 30, 2011, there have been no other issuances of warrants or options outstanding to acquire any additional shares of common stock.

NOTE 7 – RELATED PARTY TRANSACTIONS

During the three months ended September 30, 2011, the Company paid $0 to an officer and director of the Company for legal fees.  During the nine months ended September 30, 2011, the Company paid $2,500 to an officer and director of the Company for legal fees.

During the three months ended September 30, 2011, the Company paid $18,700 to a shareholder of the Company for consulting fees.  During the nine months ended September 30, 2011, the Company paid $18,700 to a shareholder of the Company for consulting fees.


 
11

 
ORACO RESOURCES, INC.
FORMERLY STERILITE SOLUTIONS CORP.
(AN EXPLORATION STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 7 – RELATED PARTY TRANSACTIONS (CONTINUED)

Until August 2011, Company funds were being held on behalf of the Company in an attorney trust IOLA account.  In August of 2001, almost all of the funds were transferred from the attorney trust IOLA account to a bank account in the name of the Company. As of September 30, 2011, the Company had $100 in the attorney trust IOLA account.  Since the attorney is also an officer and director of the Company, the Company recorded the balance as due from related party.  The remaining $100 was transferred from the attorney IOLA trust account to the Company’s bank account on November 21, 2011.

NOTE 8 – MATERIAL AGREEMENTS

On March 24, 2011, the Company entered into a Share Exchange Agreement with Oraco Resources, Inc., a Canadian company (“ORI”) to acquire 100% of ORI’s outstanding common stock in exchange for 15,001,500 shares of common stock, concurrent with the Closing.  Additionally, the agreement sets forth conditions that the Company shall have obtained a cancellation of 10,000,000 shares of common stock.  The agreement with ORI, upon closing, will provide the Company with the ownership of 100% of ORI, which is involved in the diamond, gold, minerals and natural resources and exploration.

On March 24, 2011, the Company, entered into a Share Exchange Agreement with JYORK Industries Inc. Ltd., a Sierra Leone company (“JYORK”) to acquire 100% of JYORK’s outstanding common stock in exchange for 3,000,000 shares of common stock, concurrent with the Closing.  The agreement with JYORK, upon closing, will provide the Company with the ownership of 100% of JYORK, which is involved in the diamond, gold, minerals and natural resources and exploration.

On April 28, 2011, the Company entered into an Addendum No. 1 (“Addendum”) to the Share Exchange Agreements dated March 24, 2011 with Oraco Resources, Inc., a Canadian company (“ORI”) and JYORK Industries Inc. Ltd., a Sierra Leone company (“JYORK”).  Pursuant to the Addendum the effective date was extended from April 8, 2011 to May 10, 2011 to complete the conditions set forth in the Merger Agreement.

On May 16, 2011, the merger was closed with Oraco Resources, Inc., a Canadian company (“ORI”) and JYORK Industries Inc. Ltd., a Sierra Leone company (“JYORK”).

On April 29, 2011, the Company formed a wholly-owned subsidiary, Merculite Distributing, Inc., a Nevada corporation (“Merculite”).

On May 6, 2011, we completed the spin-off (the “Spin-Off’) of the Company, and Merculite.  Prior to theSpin-Off, Merculite was a wholly-owned subsidiary of the Company.  In connection with the Spin-Off, the Company entered into the following Agreements (collectively, the “Spin-Off Agreements”):

 
12

 
ORACO RESOURCES, INC.
FORMERLY STERILITE SOLUTIONS CORP.
(AN EXPLORATION STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 8 – MATERIAL AGREEMENTS (CONTINUED)

·  
a Separation and Distribution Agreement that sets forth the arrangements among the Company and Meculite regarding the principal transactions to separation, and that governs the relationship of the Company and Merculite after the Spin-Off;
 
·  
Trademark License and Royalty Agreement that sets forth the arrangements among the Company and Merculite to assign the Sterilite Solutions trademark to Merculite
 

The Company and Merculite entered into a definitive Distribution Agreement governing the terms and conditions of the Spin-Off. The Spin-Off will be accomplished by the distribution by the Company of all shares of Merculite owned by it, among the shareholders of the Company on a pro rata basis. Each shareholder of the Company of record on May 6, 2011, the Distribution Record Date, will be distributed one share of Merculite common stock for each share of the Company stock owned by them.

The Company and Merculite entered into a Trademark Assignment and Acquisition Agreement, whereby the Company irrevocably assigns the Sterilite Solutions Mark in connection with the manufacturing, sub-contract manufacturing, production, marketing, promotion, distribution and sale of cleaning/neutralizing product.  The Company acknowledges that Merculite will have the exclusive right to ownership and use of the trademarks owned by the Company in lieu of any of the Marks on the product.

On June 3, 2011, the Company entered into an Acquisition, Distribution and Marketing Agreement with Ozuro Jewelry, a New York corporation (“Ozuro”), wherein the Company agreed to offer to Ozuro the right to purchase our diamonds and gold (the “Product”) before offering to sell the Product to any other third party, and Ozuro agreed to consider purchasing our Product, in accordance with the terms and conditions set forth in the agreement.  The term of the agreement began on June 3, 2011 and will terminate on June 3, 2014.  The price of the gold shall initially be set at 90% of the London PM fix as reported as of the date of the sale and diamonds pricing shall be initially set at 95% of the Rapaport Diamond Price Index as reported as of the date of sale.

On August 8, 2011, the Company entered into a Consultant Agreement with Mr. Charles Huggins, wherein he agreed to assist the Company in locating working interest partner, mining concessions, mining operations, and similar financing and business agreements to further the Company’s business in West Africa on a “best efforts” basis.  Mr. Huggins’ services shall include, but not limited to:

·  
Identifying, negotiating and/or obtain contracts, rights and/or other agreements for the mining or acquisition of diamonds, gold and/or other natural resources with rights holders throughout the world, on behalf of the Company.
 
·  
Obtaining governmental approvals and/or authorizations to use, implement or otherwise exploit any contracts or agreements obtained by Mr. Huggins and entered into by the Company.
 

 
13

 
ORACO RESOURCES, INC.
FORMERLY STERILITE SOLUTIONS CORP.
(AN EXPLORATION STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 8 – MATERIAL AGREEMENTS (CONTINUED)

·  
Locate, negotiate the purchase of and/or obtain diamonds, gold or other precious minerals on behalf of the Consultant throughout the world.
 
·  
Facilitate the transportation of such minerals obtained to the United States and further assist in the sale of such minerals obtained and transported.

The term of the agreement is for five years beginning on August 8, 2011.  The agreement may be extended by and between the parties.

The Company agreed to pay Mr. Huggins 5% all the gross income (the “Commission”) of the Company. Gross income shall mean all income received by the Company, less any payment that the Company must make for: the acquisition and sale of any gold, diamonds or other minerals (including, but not limited to, the costs of the purchase of any gold, diamonds or precious minerals; taxes, insurance and transportation costs payable on same; the cost of finishing and polishing any diamonds; and any other like inherent costs of such transaction); and all costs incurred in connecting with the recovery and subsequent sale of any gold, diamonds or other minerals recovered from any operations being conducted pursuant to any contract, license or other agreement the Company may have for the performance of such activities.  Mr. Huggins’ Commission shall be paid to him in perpetuity, and shall be considered as an asset of his estate and shall be deemed a descendible right that shall be passed to his heirs as he so designates by his will, or if he dies intestate, then in accordance with the laws of the State of New York.

Additionally, the Company agreed to pay all of Mr. Huggins’ expenses for travel and accommodations in connection with the fulfillment of his duties. The Company will also provide Mr. Huggins with an automobile and driver who also will act in place of a security guard.

NOTE 9 – SUBSEQUENT EVENTS

In Oct 2011, the Company received $2,000 from an investor to purchase 2,000 units.  Each unit consists of 1 share of common stock and 1 warrant.

In Nov 2011, the Company received $20,000 from an investor to purchase 20,000 units.  Each unit consists of 1 share of common stock and 1 warrant.


 
14

 

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

This Quarterly Report on Form 10-Q contains forward-looking statements and involves risks and uncertainties that could materially affect expected results of operations, liquidity, cash flows, and business prospects.  These statements include, among other things, statements regarding:
 
o  
our ability to diversify our operations;
 
o  
our ability to attract key personnel;
 
o  
our ability to operate profitably;
 
o  
our ability to efficiently and effectively finance our operations;
 
o  
inability to achieve future sales levels or other operating results;
 
o  
inability to raise additional financing for working capital;
 
o  
inability to efficiently manage our operations;
 
o  
the inability of management to effectively implement our strategies and business plans;
 
o  
the unavailability of funds for capital expenditures and/or general working capital;
 
o  
the fact that our accounting policies and methods are fundamental to how we report our financial condition and results of operations, and they may require management to make estimates about matters that are inherently uncertain;
 
o  
deterioration in general or regional economic conditions;
 
o  
changes in U.S. GAAP or in the legal, regulatory and legislative environments in the markets in which we operate;
 
o  
adverse state or federal legislation or regulation that increases the costs of compliance, or adverse findings by a regulator with respect to existing operations;

as well as other statements regarding our future operations, financial condition and prospects, and business strategies.  These forward-looking statements are subject to certain risks and uncertainties that could cause our actual results to differ materially from those reflected in the forward-looking statements.  Factors that could cause or contribute to such differences include, but are not limited to, those discussed in this Quarterly Report on Form 10-Q, if any and in particular, the risks discussed under the heading “Risk Factors” in Part II, Item 1A and those discussed in other documents we file with the Securities and Exchange Commission.  We undertake no obligation to revise or publicly release the results of any revision to these forward-looking statements.  Given these risks and uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements.

 
15

 

References in the following discussion and throughout this quarterly report to “we”, “our”, “us”, “Oraco”, “the Company”, and similar terms refer to Oraco Resources, Inc. unless otherwise expressly stated or the context otherwise requires.

OVERVIEW AND OUTLOOK

Business Development

Oraco Resources, Inc. is a development stage company incorporated in the State of Nevada in April of 2010. In February of 2011, we changed our name from Sterilite Solutions, Corp., to Oraco Resources, Inc. On March 24, 2011, we entered into an agreement for the acquisition of all the issued and outstanding securities of Oraco Resources, Inc., a Canadian company (“ORI”). Additionally, on March 24, 2011, we entered into an agreement for the acquisition of all the issued and outstanding securities of JYORK Industries Inc. Ltd., a Sierra Leone company (“JYORK”). The acquisitions of all of the issued and outstanding securities of ORI and JYORK were both completed on May 16, 2011.

As a result of the completion of the acquisition of all the issued and outstanding securities of ORI and JYORK, we are now involved in the mining industry in the African country of Sierra Leone through mining concessions held by JYORK. We are also involved in buying gold, diamonds and other precious minerals from sellers located throughout West Africa at prevailing local prices and selling them on the open market throughout the world at the highest prices prevailing at the time and location of the sale (the “buy/sell program”). The objectives of the Company are to seek additional mining concession rights, privileges, and to own mines in Sierra Leone, as well as other West African Countries. In addition, we intend to process minerals and to sell such processed minerals around the world, develop and expand the buy/sell program and explore new areas in Sierra Leone and elsewhere in West Africa as opportunities may arise.

Our Operations

We are a mining and exporting company engaged in the discovery, acquisition, development, production, and market of gold, diamonds, and other natural resources.  Our products primarily consist of: metal concentrates, which we sell to custom smelters; unrefined bullion bars (doré), which may be sold as doré or further refined before sale to precious metals traders; unfinished diamonds; and some gem quality diamonds that we have cut and polished before marketing.

On June 3, 2011, we entered into an Acquisition, Distribution and Marketing Agreement with Ozuro Jewelry, a New York corporation (“Ozuro”), wherein we agreed to offer to Ozuro the right to purchase our diamonds and gold (the “Product”) before offering to sell the Product to any other third party, and Ozuro agreed to consider purchasing our Product, in accordance with the terms and conditions set forth in the agreement.  The term of the agreement began on June 3, 2011 and will terminate on June 3, 2014.  The price of the gold shall initially be set at 90% of the London PM fix as reported as of the date of the sale and diamonds pricing shall be initially set at 95% of the Rapaport Diamond Price Index as reported as of the date of sale.


 
16

 

Recent Developments

In October 2011 we strengthened our holdings by reviving contractual rights for the disposition of diamonds, gold, and any other minerals recovered in an approximately 10 acre area of mineral rich Boroma, Sierra Leone. These rights had been acquired by JYORK in 2008 before becoming our wholly-owned subsidiary.  The holding is located northwest of the city of Koidu in the Kono District, Sierra Leone.

Under the revived form of the agreement, net revenues generated from the activities at the Boroma site will be divided evenly between JYORK and the Boroma Gbense Chiefdom.  (“Net Revenue” is defined as the gross value of the recovery, as determined by governmental agencies, less any and all costs incurred in connection with the recovery and evaluation of the product).

Subject to adequate financing we plan to begin mining in Boroma within the next 60 days.  Findings will be released shortly after excavation.

Also in October 2001, we further increased our holdings by fulfilling a condition precedent to the effectuation of an agreement that had been entered into on or about April 20, 2011 between JYORK and the authorities representing the Nimikoro Chiefdom in Sierra Leone, which granted to JYORK the rights to recover all precious minerals and natural resources located above and below ground in the area located in the Nimikoro Chiefdom known as Nimini Hills.  The contract called for JYORK to provide all funding necessary to mine the area known as Nimini Hills, and all net profits earned from the recovery and sale of any precious minerals or other natural resources are to be divided 69% to JYORK and 31% to the Chiefdom (1% of which the Chiefdom is to apply to local development). The agreement applied to an area that was believed to be approximately 500 acres. However, since the specific metes and bounds of the area were indeterminate, the effectuation of the agreement was subject to JYORK having a complete survey done to establish these boundaries.  On October 12, 2011, a surveyor was retained, and it is believed that a thorough survey of the metes and bounds of the Nimini Hills concession should be completed shortly, after which a geophysical review of the area will be conducted to determine the locations that hold the highest probability of return, in which operations should be commenced.

Going Concern

The financial statements included in this filing have been prepared in conformity with generally accepted accounting principles that contemplate the continuance of the Company as a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. However, the Company is in the development stage and, accordingly, has not yet generated revenues from operations. As shown on the accompanying financial statements, the Company has incurred a net loss of $300,764 for the period from inception (August 4, 2010) to September 30, 2011. These conditions raise substantial doubt about the Company’s ability to continue as a going concern.

The future of the Company is dependent upon its ability to obtain financing and upon future profitable operations from the development of its business opportunities.


 
17

 

RESULTS OF OPERATIONS

For accounting purposes, the acquisition of Oraco Resources, Inc. (Canada Corporation) and JYORK Industries, Inc. Ltd. by the Company has been recorded as a reverse acquisition of a public company and recapitalization of Oraco Resources, Inc. (Canada Corporation) and JYORKIndustries, Inc. Ltd. based on the factors demonstrating that Oraco Resources, Inc. (Canada Corporation) represents the accounting acquirer.   The prior period historical information has been replaced by Oraco Resources, Inc. (Canada Corporation) for comparability purposes.  The Company changed its business direction and is now a mineral and natural resource exploration business.

Revenues

In this period ended September 30, 2011, we did not generate any revenues. Since our inception on August 4, 2010 through September 30, 2011, we did not generate any revenues.

Expenses

Operating expenses during the three and nine months ended September 30, 2011 were $200,216 and $298,204, respectively, all of which consisted of depreciation and amortization, executive compensation, general and administrative, professional fees and professional fees – related party.

Depreciation and amortization totaled $144 during the three months ended September 30, 2011 and $378 during the nine months ended September 30, 2011.

Executive compensation totaled $27,118 during the three and nine months ended September 30, 2011.

General and administrative totaled $1,511 during the three months ended September 30, 2011 and $1,626 during the nine months ended September 30, 2011.

Professional fees totaled $152,743 during the three months ended September 30, 2011 and $247.882 during the nine months ended September 30, 2011.  Professional fees consisted mainly of legal fees, accounting fees, EDGAR filing fees, consulting fees and transfer agent fees.

Professional fees – related party totaled $18,700 during the three months ended September 30, 2011 and $21,200 during the nine months ended September 30, 2011.  During the nine months ended September 30, 2011, $2,500 was paid to an officer and director of the Company for legal fees.

Liquidity and Capital Resources
 
As of September 30, 2011, we had $45,850. The following table provides detailed information about our net cash flow for all financial statement periods presented in this Quarterly Report. To date, we have financed our operations through the issuance of stock and borrowings.


 
18

 

The following table sets forth a summary of our cash flows for the nine months ended September 30, 2011:

   
Nine Months Ended
September 30, 2011
 
Net cash used in operating activities
  $ (182,647 )
Net cash used in investing activities
    (5,697 )
Net cash provided by financing activities
    234.194  
Net change in Cash
    45,850  
Cash, beginning of year
    -  
Cash, end of year
  $ 45,850  

Operating activities

Net cash used in operating activities was $182,647 for the period ended September 30, 2011. The net cash used in operating activities consisted primarily of professional fees.

Investing activities

Net cash used in investing activities was $5,697 for the period ended September 30, 2011. The net cash used in investing activities consisted of payments due from related party and purchase of trademark.

Financing activities

Net cash provided by financing activities for the period ended September 30, 2011 was $234,194. The net cash provided by financing activities was mainly attributable to proceeds from sale of common stock.

As of September 30, 2011, we continue to use traditional and/or debt financing as well as through the issuance of stock to provide the capital we need to run our business.

On January 1, 2011, our wholly-owned subsidiary, ORI, executed a $10,000 line of credit with Summit Capital USA Inc. (“Summit”), a related third party. During the quarter ended June 30, 2011, we received $6,799 from Summit. The note is due upon demand and bears interest at a rate of no interest.

Since inception, we have financed our cash flow requirements through the issuance of common stock and related party notes payable. Without cash flow from operations we will require additional cash resources, including the sale of equity or debt securities, to meet our planned capital expenditures and working capital requirements for the next 12 months.  We will require additional cash resources due to changed business conditions, implementation of our strategy to successfully expand and continue current gold and diamond buy/sell transactions, or acquisitions we may decide to pursue.

 
19

 

If our own financial resources and then current cash-flows from operations are insufficient to satisfy our capital requirements, we may seek to sell additional equity or debt securities or obtain additional credit facilities.  The sale of additional equity securities will result in dilution to our stockholders.  The incurrence of indebtedness will result in increased debt service obligations and could require us to agree to operating and financial covenants that could restrict our operations or modify our plans to grow the business.  Financing may not be available in amounts or on terms acceptable to us, if at all.  Any failure by us to raise additional funds on terms favorable to us, or at all, will limit our ability to expand our business operations and could harm our overall business prospects.

We anticipate that we will incur operating losses in the next twelve months. Our lack of operating history makes predictions of future operating results difficult to ascertain. Our prospects must be considered in light of the risks, expenses and difficulties frequently encountered by companies in their early stage of development. Such risks for us include, but are not limited to, raise sufficient capital to retain the services of well seasoned professionals to increase our probability of success.  There can be no assurance that we will be successful in addressing such risks, and the failure to do so can have a material adverse effect on our business prospects, financial condition and results of operations.

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.

Operation Plan

Our current business plan is to expand and continue current gold and diamond buy/sell transactions that provide current revenues for the Company.  Additionally, we plan to engage SRK Worldwide to provide geological and geophysical analysis of our assets in Sierra Leone so as to prepare a feasibility and technical report with respect to the proposed mining operations on certain of our concessions.

While the geophysical reports are being undertaken on our assets, we will expand our gold and diamond buy/sell program to deliver sufficient cash-flow to fund the costs associated with exploration and related geophysical examinations of our mining concessions.  Once the feasibility reports are completed, we anticipate capital expenditures on equipment, labor, housing, fuel, travel and other essential items to prepare the concessions for recovery and resource extraction operations.

Item 3. Quantitative and Qualitative Disclosure About Market Risk

This item is not applicable as we are currently considered a smaller reporting company.


 
20

 

Item 4T. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Our Chief Executive Officer and Principal Financial Officer, Bradley Rosen, evaluated the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) as of the end of the period covered by this Report.  Based on that evaluation and assessment, Mr. Rosen concluded that our disclosure controls and procedures are designed at a reasonable assurance level and are effective to provide reasonable assurance that information we are required to disclose in the reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our chief executive officer and principal financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting that occurred during our most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Limitations on Effectiveness of Controls and Procedures

In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs.

PART II—OTHER INFORMATION

Item 1. Legal Proceedings.

From time to time, we may become involved in various lawsuits and legal proceedings which arise in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business. We are not presently a party to any material litigation, nor to the knowledge of management is any litigation threatened against us, which may materially affect us.

Item 1A. Risk Factors

Our significant business risks are described in Item 1A. to Part II of Form 10-Q for the period ended June 30, 2011 (filed on August 22, 2011) to which reference is made herein.


 
21

 

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

On July 18, 2011, we executed a one year consulting agreement with an entity in exchange for 127,500 units (each unit consists of 1 share of our restricted common stock and 1 callable common stock purchase warrant priced at $2.00 per share for up to 12 months) valued at $127,500.  As of September 30, 2011, the shares of common stock were unissued.

On July 19, 2011, we sold 50,030 units (each unit consists of 1 share of our restricted common stock and 1 callable common stock purchase warrant priced at $2.00 per share for up to 12 months) to an offshore investor for a total purchase price of $50,030 all of which was paid in cash. The 50,030 shares of common stock were issued on August 16, 2011.

On August 9, 2011, we issued 50,000 shares of common stock to 1 accredited investor. The 50,000 shares of common stock were purchased on June 23, 2011 in a unit offering (each unit consists of 1 share of our restricted common stock and 1 callable common stock purchase warrant priced at $2.00 per share for up to 12 months) for a total purchase price of $50,000 all of which was paid in cash.

On August 1, 2011, we sold 100,000 units (each unit consists of 1 share of our restricted common stock and 1 callable common stock purchase warrant priced at $2.00 per share for up to 12 months) to 1 accredited investor for a total purchase price of $100,000 all of which was paid in cash. The 100,000 shares of common stock were issued on August 16, 2011.

On September 14, 2011, we executed a two year consulting agreement with an entity in exchange for a total of 1,000,000 shares of restricted common stock valued at $1,000,000.  As of September 30, 2011, the 1,000,000 shares of restricted common stock were unissued.

In September 2011, we sold 22,500 units (each unit consists of 1 share of our restricted common stock and 1 callable common stock purchase warrant priced at $2.00 per share for up to 12 months) to 2 offshore investors for a total purchase price of $22,500 all of which was paid in cash. As of the date of this filing the 22,500 shares of common stock have not been issued.

We believe that the issuance and sale of the above securities were exempt from the registration and prospectus delivery requirements of the Securities Act of 1933 by virtue of Section 4(2), Regulation D and/or Regulation S. The securities were issued directly by us and did not involve a public offering or general solicitation. The recipient of the securities was afforded an opportunity for effective access to files and records of our company that contained the relevant information needed to make her investment decision, including our financial statements and 34 Act reports. We reasonably believed that the recipient, immediately prior to issuing the securities, had such knowledge and experience in our financial and business matters that she was capable of evaluating the merits and risks of its investment. The recipient had the opportunity to speak with our management on several occasions prior to her investment decision. There were no commissions paid on the issuance and sale of the shares.


 
22

 

Subsequent Sales of Unregistered Securities

Subsequent to the quarter ended September 30, 2011, we sold 22,000 units (each unit consists of 1 share of our restricted common stock and 1 callable common stock purchase warrant priced at $2.00 per share for up to 12 months) to 3 accredited investors for a total purchase price of $22,000 all of which was paid in cash. As of the date of this filing the 22,000 shares of common stock have not been issued.

We believe that the issuance and sale of the above securities were exempt from the registration and prospectus delivery requirements of the Securities Act of 1933 by virtue of Section 4(2), Regulation D and/or Regulation S. The securities were issued directly by us and did not involve a public offering or general solicitation. The recipient of the securities was afforded an opportunity for effective access to files and records of our company that contained the relevant information needed to make her investment decision, including our financial statements and 34 Act reports. We reasonably believed that the recipient, immediately prior to issuing the securities, had such knowledge and experience in our financial and business matters that she was capable of evaluating the merits and risks of its investment. The recipient had the opportunity to speak with our management on several occasions prior to her investment decision. There were no commissions paid on the issuance and sale of the shares.

Issuer Purchases of Equity Securities

We did not repurchase any of our equity securities from the time of our inception on August 4, 2010 through the period ended September 30, 2011.

Item 3. Defaults on Senior Securities.

None.

Item 4. (Removed and Reserved).

Item 5. Other Information.

New Consultant

On September 15, 2011, we entered into a consulting agreement with Gary Bryant of Newport Capital Consultants Inc., wherein the Consultant agreed to provide the Company with consulting and advisory services specifically in financial matters. The term of the agreement commenced on September 15, 2011 and shall continue for two (2) years, unless terminated prior thereto at the sole and unlimited discretion of the Company. Pursuant to the agreement we agreed to issue one million (1,000,000) shares of our restricted common stock to the Consultant as compensation for the services provided to the Company, unless the agreement is terminated prior to the expiration of the term, in which event the Consultant would receive a pro rata number of shares based upon the ratio of the complete term to the number of days the agreement was in effect until terminated. As of the date of this filing no shares have been issued to the Consultant.


 
23

 

Change of Principal Address

We changed our principal address to the following: 189 Brookview Drive, Rochester, New York 14617.

Item 6. Exhibits.

Exhibit
     
Incorporated by reference herein
Number
 
Description
 
Form
 
Date
             
10.2
 
Share Exchange Agreement and Plan of Reorganization with Oraco Resources, Inc., a Canadian corporation – 3/24/11
 
Current Report on Form 8-K
 
May 23, 2011
             
10.3
 
Share Exchange Agreement and Plan of Reorganization with JYORK Industries, Inc., Ltd., a Sierra Leone corporation – 3/24/11
 
Current Report on Form 8-K
 
May 23, 2011
             
10.4
 
Addendum No. 1 to Share Exchange Agreement and Plan of Reorganization with Oraco Resources, Inc., a Canadian corporation - 4/28/11
 
Current Report on Form 8-K
 
May 23, 2011
             
10.5
 
Addendum No. 1 to Share Exchange Agreement and Plan of Reorganization with JYORK Industries, Inc., Ltd., a Sierra Leone corporation – 4/28/11
 
Current Report on Form 8-K
 
May 23, 2011
             
10.6
 
Consultant Agreement of Charles Huggins dated August 8, 2011
 
Form 10-Q
 
August 22, 2011
             
31.1*
 
Certification of pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
       
             
32.1*
 
Certifications of r pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
       
             
101.INS**
 
XBRL Instance Document
       
             
101.SCH**
 
XBRL Taxonomy Extension Schema
       
             
101.CAL**
 
XBRL Taxonomy Extension Calculation Linkbase
       
             
101.DEF**
 
XBRL Taxonomy Extension Definition Linkbase
       
             
101.LAB**
 
XBRL Taxonomy Extension Label Linkbase
       
             
101.PRE**
 
XBRL Taxonomy Extension Presentation Linkbase
       

*
Filed herewith.
**
XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

 

 
24

 

SIGNATURES
 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 


ORACO RESOURCES, INC.
(Registrant)

By: /S/ Bradley Rosen         
      Bradley Rosen, Chief Executive Officer
      (Principal Financial Officer)


Date: November 21, 2011
 
 
 
 
25