Attached files
| file | filename |
|---|---|
| EXCEL - IDEA: XBRL DOCUMENT - Oro East Mining, Inc. | Financial_Report.xls |
| EX-31.2 - Oro East Mining, Inc. | ex31-2.htm |
| EX-31.1 - Oro East Mining, Inc. | ex31-1.htm |
| EX-32.1 - Oro East Mining, Inc. | ex32-1.htm |
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A
x QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2011
¨ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission file number 000-53136
Oro East Mining, Inc.
(formerly known as Accelerated Acquisitions I, Inc.)
Delaware
(State or other jurisdiction of incorporation or organization)
26-2012582
(I.R.S. Employer Identification Number)
1127 Webster Street, Suite 28, Oakland, CA 94607
(Address of Principal Offices)
(510) 544-1516
(Issuer’s Telephone Number)
122 Ocean Park Blvd. Suite 307, Santa Monica, CA 90405
(Former name, former address and former fiscal year, if changed since last report)
Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 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.
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
x Yes 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 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
APPLICABLE ONLY TO CORPORATE ISSUERS
State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date: 27,916,440 shares of common stock, par value $.0001 per share, outstanding as of January 4, 2012.
Transitional Small Business Disclosure Format (Check one): Yes ¨ No x
Oro East Mining, Inc.
- INDEX -
|
Page(s)
|
|||
|
PART I – FINANCIAL INFORMATION:
|
|||
|
Item 1.
|
Financial Statements (unaudited):
|
||
|
3
|
|||
|
4
|
|||
|
5
|
|||
|
6
|
|||
|
Item 2.
|
13
|
||
|
Item 3.
|
14
|
||
|
Item 4T.
|
14
|
||
|
PART II – OTHER INFORMATION:
|
|||
|
Item 1.
|
14
|
||
|
Item 1A
|
14
|
||
|
Item 2.
|
15
|
||
|
Item 3.
|
15
|
||
|
Item 4.
|
15
|
||
|
Item 5.
|
15
|
||
|
Item 6.
|
16
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||
|
17
|
|||
2
ORO EAST MINING, INC.
(An Exploration Stage Company)
BALANCE SHEETS
(Unaudited)
|
June 30,
|
December 31,
|
|||||||
|
2011
|
2010
|
|||||||
|
(Restated)
|
||||||||
|
ASSETS
|
||||||||
|
CURRENT ASSETS:
|
||||||||
|
Cash and cash equivalents,
|
$
|
177,375
|
$
|
126,355
|
||||
|
Prepaid Expenses
|
1,423
|
1,423
|
||||||
|
Total Current Assets
|
178,798
|
127,778
|
||||||
|
NON CURRENT ASSETS
|
||||||||
|
Fixed Assets (net of depreciation of $18,800)
|
244,384
|
263,184
|
||||||
|
TOTAL ASSETS
|
$
|
423,182
|
$
|
390,962
|
||||
|
LIABILITIES AND STOCKHOLDER’S EQUITY (DEFICIT)
|
||||||||
|
CURRENT LIABILITIES
|
||||||||
|
Accrued liabilities
|
$
|
10,800
|
$
|
4,653
|
||||
|
Accounts payable
|
102,696
|
70,922
|
||||||
|
Short term debt
|
286,170
|
281,169
|
||||||
|
Shareholder advances
|
116,919
|
1,930
|
||||||
|
TOTAL LIABILITIES
|
$
|
516,585
|
$
|
358,674
|
||||
|
STOCKHOLDER’S EQUITY / DEFICIT:
|
||||||||
|
Preferred stock, $.0001 par value; 10,000,000 shares authorized; none issued and outstanding
|
-
|
|||||||
|
Common stock, $.0001 par value; 100,000,000 shares authorized; 27,415,000 and 5,000,000 shares issued and outstanding at June 30, 2011 and December 31, 2010, respectively
|
2,742
|
2,710
|
||||||
|
Additional paid-in capital
|
1,163,997
|
416,418
|
||||||
|
Deficit accumulated during the development stage
|
(1,260,142
|
)
|
(386,840
|
)
|
||||
|
TOTAL STOCKHOLDER’S EQUITY / (DEFICIT)
|
(93,403)
|
32,288
|
||||||
|
TOTAL LIABILITIES AND STOCKHOLDER’S DEFICIT
|
$
|
423,182
|
$
|
390,962
|
||||
3
ORO EAST MINING, INC.
(An Exploration Stage Company)
Statements of Expenses (Unaudited)
FOR SIX MONTHS ENDED JUNE 30, 2011 AND 2010
| February 15, 2008 | |||||||||||||||||||
| Three months ended | Six monts ended | (Inception) | |||||||||||||||||
| June 30, | June 30, | through | |||||||||||||||||
|
2011
|
2010
|
2011
|
2010
|
June 30, 2011
|
|||||||||||||||
|
(Restated)
|
(Restated)
|
(Restated)
|
|||||||||||||||||
|
Expenses:
|
|||||||||||||||||||
|
Exploration costs
|
$
|
341,833
|
$
|
-
|
$
|
555,975
|
$
|
-
|
$
|
555,975
|
|||||||||
|
General and administrative
|
167,221
|
3,990
|
338,169
|
4,190
|
715,946
|
||||||||||||||
|
Depreciation expense
|
9,400
|
-
|
18,800
|
-
|
18,800
|
||||||||||||||
|
Total Operating Expenses
|
(518,454
|
)
|
(3,990
|
)
|
(912,944
|
)
|
(4,190
|
)
|
(1,290,721
|
)
|
|||||||||
|
Interest Income
|
76
|
-
|
159
|
-
|
159
|
||||||||||||||
|
Interest Expense
|
(3,172
|
)
|
-
|
(6,148
|
)
|
-
|
(10,801
|
)
|
|||||||||||
|
Foreign exchange gain/(loss)
|
1,099
|
-
|
45,631
|
-
|
41,221
|
||||||||||||||
|
Total other income/(expense)
|
(1,997
|
)
|
-
|
39,642
|
-
|
30,579
|
|||||||||||||
|
Net Loss
|
$
|
(520,451
|
)
|
$
|
(3,990
|
)
|
$
|
(873,302
|
)
|
$
|
(4,190
|
)
|
$
|
(1,260,142
|
)
|
||||
|
PER SHARE INFORMATION:
|
|||||||||||||||||||
|
Basic and diluted, net loss per share
|
$
|
(0.02
|
)
|
$
|
(0.00
|
)
|
$
|
(0.03
|
)
|
$
|
(0.00
|
)
|
|
||||||
|
Basic and diluted, weighted average shares outstanding
|
27,299,590
|
6,582,778
|
27,271,464
|
5,791,389
|
|||||||||||||||
See notes to unaudited financial statements.
4
ORO EAST MINING, INC.
An Exploration Stage Company
STATEMENTS OF CASH FLOWS
(unaudited)
FOR SIX MONTHS ENDED JUNE 30, 2011 AND 2010
|
For the
Six Months
ended
June 30,
2011
|
For the
Six Months
ended
June 30,
2010
|
February 15,
2008
(Inception)
through
June 30,
2011
|
||||||||||
|
Restated
|
Restated
|
|||||||||||
|
CASH FLOWS FROM OPERATING ACTIVITIES:
|
||||||||||||
|
Net (loss)
|
$
|
(873,302
|
)
|
$
|
(4,190
|
)
|
$
|
(1,260,142
|
)
|
|||
|
Adjustments to reconcile net loss to net cash used in operating activities.
|
||||||||||||
|
Shares issued for services
|
118,610
|
-
|
118,610
|
|||||||||
|
Depreciation expense
|
18,800
|
-
|
18,800
|
|||||||||
|
Changes in operating assets and liabilities:
|
||||||||||||
|
Prepaid expenses and other current assets
|
(1,423
|
)
|
||||||||||
|
Increase (decrease) in accounts payable and accrued expenses
|
37,921
|
(452
|
)
|
117,938
|
||||||||
|
Net cash used in operating activities
|
(697,971
|
)
|
(4,642
|
)
|
(1,006,217
|
)
|
||||||
|
CASH FLOWS FROM INVESTING ACTIVITIES:
|
||||||||||||
|
Purchase of fixed assets
|
-
|
-
|
(64,015
|
) | ||||||||
|
Net cash used in investing activities
|
-
|
-
|
(64,015
|
) | ||||||||
|
CASH FLOWS FROM FINANCING ACTIVITIES:
|
||||||||||||
|
Proceeds from issuance of common stock
|
629,001
|
-
|
1,040,686
|
|||||||||
|
Borrowings on debt
|
5001
|
-
|
87,001
|
|||||||||
|
Shareholder advances
|
114,989
|
4,642
|
119,920
|
|||||||||
|
Net cash provided by financing activities
|
748,991
|
4,642
|
1,247,607
|
|||||||||
|
NET(DECREASE)INCREASE IN CASH AND CASH EQUIVALENTS
|
51,020
|
177,375
|
||||||||||
|
Cash and cash equivalents at beginning of period
|
126,355
|
-
|
-
|
|||||||||
|
CASH AND CASH EQUIVALENTS AT END OF PERIOD
|
$
|
177,375
|
$
|
-
|
$
|
177,375
|
||||||
|
NON-CASH TRANSACTIONS
|
||||||||||||
|
Debt forgiven by shareholders
|
7,443
|
|||||||||||
|
Fixed asset purchased on short term debt
|
199,169
|
|||||||||||
See notes to unaudited financial statements.
5
ORO EAST MINING, INC.
(An Exploration Stage Company)
NOTES TO UNAUDITED FINANCIAL STATEMENTS
June 30, 2011
|
NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
|
|
(a) Organization and Business:
|
Oro East Mining, Inc. (“Oro” or the “Company”) was incorporated in Delaware on February 15, 2008 for the purpose of raising capital that is intended to be used in connection with its business plan which may include a possible merger, acquisition or other business combination with an operating business.
On July 2, 2010, the Company changed its business plan to become an exploration and refining company for the mining of gold, copper, and other precious or industrial mineral deposits through the acquisition of certain rights in the Republic of the Philippines. On that date, the Company entered into an Assignment of Rights Agreement with Oro-East Mining Company LTD. Oro assigned to the Company certain rights and obligations with respect to the permitted mining claims described in the Rights Agreement. Pursuant to the Rights Agreement, the Company will assume the rights and obligations of Oro to explore, extract, refine and produce precious metals and other industrial deposits on the claims and earn fees with respect to such services. By entering into the Rights Agreement, the Company commenced business as an exploration, mining, refinery and production company. The Company intends to focus on extracting gold, silver, copper, iron ore and other industrial minerals to primarily meet the demands of Chinese Government and companies for the mined minerals.
On November 18th, 2010, Oro East Mining, Inc. invested $50,000 to establish Oro East Greentech Philippines Inc.(“Greentech”). Greentech is wholly owned by Oro East and will be in charge of the mining business in Philippines. The financial statement presented are the consolidated for Oro East Mining, Inc. and Oro East Greentech Philippines Inc.
The Company is currently in the development stage. All activities of the Company to date relate to its organization, initial funding and share issuances.
|
(b) Basis of Presentation
|
The accompanying Interim Financial Statements are unaudited and 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. In the opinion of management, all adjustments for a fair statement of the results and operations and financial position for the interim periods presented have been included. All such adjustments are of a normal recurring nature. The financial information should be read in conjunction with the Financial Statements and notes thereto included in the Company’s Form 10-K Annual Report for the year ended December 31, 2010. The June 30, 2011 consolidated financial statements presented herein may not be indicative of the results of the Company for the year ending December 31, 2011.
|
(c) Going Concern
|
The accompanying financial statements have been prepared on a going concern basis, which assumes the Company will realize its assets and discharge its liabilities in the normal course of business. As reflected in the accompanying financial statements, the Company has a negative deficit accumulated during the development stage of $616,757 and has negative working capital of $387,787 at June 30, 2011. The Company’s ability to continue as a going concern is dependent upon its ability to generate future profitable operations and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management’s plan includes obtaining additional funds by equity financing and/or related party advances; however there is no assurance of additional funding being available. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying financial statements do not include any adjustments that might arise as a result of this uncertainty.
(d) Exploration Costs
Mineral property exploration costs are expensed as incurred until such time as economic reserves are quantified. To date Oro East Mining, Inc. has not established any proven or probable reserves on its mineral properties.
6
NOTE 2 - RELATED PARTY TRANSACTIONS
The CEO of the company has paid expenses on behalf of the company totaling $116,919. The balance is unsecured, non interest bearing and due on demand.
NOTE 3 - RESTATEMENT
During November 2011, we discovered some errors in our financial statements , including (a) capitalized road costs that should have been expensed ($555,975), (b) foreign currency gain not previously recognized ($50,000), (c) depreciation not taken on trucks ($18,800), and (d) failure to previously record $118,610 in share based compensation for strategic and marketing services The effects of these restatement on reported amounts for the six months ended June 30, 2011 are presented below in the following tables:
|
Balance sheets
|
||||||||||||
|
As of June 30, 2011
|
||||||||||||
|
As Reported
|
Adjustments
|
Restated
|
||||||||||
|
ASSETS
|
||||||||||||
|
CURRENT ASSETS:
|
||||||||||||
|
Cash
|
$ | 127,375 | 50,000 | $ | 177,375 | |||||||
|
Prepaid Expenses
|
1,423 | - | 1,423 | |||||||||
|
Total Current Assets
|
128,798 | 178,798 | ||||||||||
|
Property, Plant and Equipment (net of depreciation of $18,800)
|
819,159 | (574,775 | ) | 244,384 | ||||||||
|
Other Assets
|
- | |||||||||||
|
TOTAL ASSETS
|
$ | 947,957 | $ | 423,182 | ||||||||
|
LIABILITIES AND STOCKHOLDERS' (DEFICIT)
|
||||||||||||
|
TOTAL LIABILITIES
|
$ | 516,585 | $ | 516,585 | ||||||||
|
Commitments and Contingencies
|
||||||||||||
|
STOCKHOLDERS' (DEFICIT):
|
||||||||||||
|
Preferred stock, $.0001 par value; 10,000,000 shares authorized;
|
||||||||||||
|
no shares issued and outstanding at
|
||||||||||||
|
June 30, 2011 and December 31, 2010
|
- | - | ||||||||||
|
Common stock, $.0001 par value; 100,000,000 shares authorized;
|
||||||||||||
|
27,415,500 and 5,000,000 shares issued and outstanding at
|
||||||||||||
|
June 30, 2011 and December 31, 2010
|
2,742 | 2,742 | ||||||||||
|
Additional paid-in capital
|
1,045,387 | 118,610 | 1,163,997 | |||||||||
|
Deficit accumulated during the development stage
|
(616,757 | ) | (643,385 | ) | (1,260,142 | ) | ||||||
|
Total Stockholders' (Deficit)
|
431,372 | (93,403 | ) | |||||||||
|
TOTAL LIABILITIES AND STOCKHOLDERS' (DEFICIT)
|
$ | 947,957 | $ | 423,182 | ||||||||
7
|
Statement of expenses
|
||||||||||||
|
For three months ended June 30, 2011
|
||||||||||||
|
As Reported
|
Adjustments
|
Restated
|
||||||||||
|
Operating Expenses:
|
||||||||||||
|
Exploration cost
|
$ | - | 341,833 | $ | 341,833 | |||||||
|
General and administrative expenses
|
104,861 | 62,360 | 167,221 | |||||||||
|
Depreciation expense
|
- | 9,400 | 9,400 | |||||||||
|
Total operating expenses
|
104,861 | 518,454 | ||||||||||
|
Loss from Operations
|
$ | (104,861 | ) | $ | (518,454 | ) | ||||||
|
Other Income/(Expense)
|
||||||||||||
|
Foreign exchange gain/(loss)
|
(3,273 | ) | 4,372 | 1,099 | ||||||||
|
Interest expense
|
(3,172 | ) | - | (3,172 | ) | |||||||
|
Interest income
|
76 | - | 76 | |||||||||
|
Total Other Income (Expense)
|
(6,369 | ) | (1,997 | ) | ||||||||
|
Net (Loss)
|
$ | (111,230 | ) | $ | (520,451 | ) | ||||||
|
Net (Loss) Per Share:
|
||||||||||||
|
Basic and Diluted
|
$ | (0.00 | ) | $ | (0.02 | ) | ||||||
|
Weighted Average Shares Outstanding
|
||||||||||||
|
Basic and Diluted
|
27,299,590 | 27,299,590 | ||||||||||
8
|
Statement of expenses
|
||||||||||||
|
For six months ended June 30, 2011
|
||||||||||||
|
As Reported
|
Adjustments
|
Restated
|
||||||||||
|
Operating Expenses:
|
||||||||||||
|
Exploration cost
|
$ | - | 555,975 | $ | 555,975 | |||||||
|
General and administrative expenses
|
219,559 | 118,610 | 338,169 | |||||||||
|
Depreciation expense
|
- | 18,800 | 18,800 | |||||||||
|
Total operating expenses
|
219,559 | 912,944 | ||||||||||
|
Loss from Operations
|
$ | (219,559 | ) | $ | (912,944 | ) | ||||||
|
Other Income/(Expense)
|
||||||||||||
|
Foreign exchange gain/(loss)
|
(4,369 | ) | 50,000 | 45,631 | ||||||||
|
Interest expense
|
(6,148 | ) | - | (6,148 | ) | |||||||
|
Interest income
|
159 | - | 159 | |||||||||
|
Total Other Income (Expense)
|
(10,358 | ) | 39,642 | |||||||||
|
Net (Loss)
|
$ | (229,917 | ) | $ | (873,302 | ) | ||||||
|
Net (Loss) Per Share:
|
||||||||||||
|
Basic and Diluted
|
$ | (0.01 | ) | $ | (0.03 | ) | ||||||
|
Weighted Average Shares Outstanding
|
||||||||||||
|
Basic and Diluted
|
27,299,590 | 27,299,590 | ||||||||||
9
|
Statement of cash flows
|
||||||||||||
|
For six months ended June 30, 2011
|
||||||||||||
|
As Reported
|
Adjustments
|
Restated
|
||||||||||
|
Cash flows from Operating Activities:
|
||||||||||||
|
Net(loss)
|
$ | (229,917 | ) | (643,385 | ) | $ | (873,302 | ) | ||||
|
Adjustments to reconcile net loss to net cash used in operating activities:
|
||||||||||||
|
Shares issued for services
|
- | 118,610 | 118,610 | |||||||||
|
Depreciation expense
|
- | 18,800 | 18,800 | |||||||||
|
Changes in operating assets an dliabilities:
|
||||||||||||
|
Increase(decrease) in accounts payable
|
37,921 | 37,921 | ||||||||||
|
Net cash used in operating activities
|
(191,996 | ) | (697,971 | ) | ||||||||
|
Cash flows from investing activites:
|
||||||||||||
|
Purchase of fixed assets
|
(547,497 | ) | 547,497 | - | ||||||||
|
Cash flows from financing activities:
|
||||||||||||
|
Proceeds from issuance of common stock
|
629,001 | 629,001 | ||||||||||
|
Shareholder advances
|
5,001 | 5,001 | ||||||||||
|
Capital Stock
|
106,511 | 8,478 | 114,989 | |||||||||
|
Net cash provided by financing activities
|
740,513 | 748,991 | ||||||||||
|
Net increase in cash and cash equivalents
|
1,020 | 51,020 | ||||||||||
|
Cash and cash equivalents at beginning of period
|
126,355 | 126,355 | ||||||||||
|
Cash and cash equivalents at end of period
|
$ | 127,375 | $ | 177,375 | ||||||||
10
|
Statement of cash flows
|
||||||||||||
|
From February 15, 2008 (inception) through June 30, 2011
|
||||||||||||
|
As Reported
|
Adjustments
|
Restated
|
||||||||||
|
Cash flows from Operating Activities:
|
||||||||||||
|
Net(loss)
|
$ | (616,757 | ) | (643,385 | ) | $ | (1,260,142 | ) | ||||
|
Adjustments to reconcile net loss to net cash used in operating activities:
|
- | |||||||||||
|
Shares issued for services
|
- | 118,610 | 118,610 | |||||||||
|
Depreciation expense
|
- | 18,800 | 18,800 | |||||||||
|
Changes in operating assets an dliabilities:
|
- | |||||||||||
|
Prepaid expenses and other current assets
|
(1,423 | ) | (1,423 | ) | ||||||||
|
Increase(decrease) in accounts payable
|
117,938 | 117,938 | ||||||||||
|
Net cash used in operating activities
|
(500,242 | ) | (1,006,217 | ) | ||||||||
|
Cash flows from investing activites:
|
||||||||||||
|
Purchase of fixed assets
|
(611,512 | ) | 547,497 | (64,015 | ) | |||||||
|
Net cash used in investing activities
|
(611,512 | ) | (64,015 | ) | ||||||||
|
Cash flows from financing activities:
|
||||||||||||
|
Proceeds from issuance of common stock
|
1,040,686 | 1,040,686 | ||||||||||
|
shareholder advances
|
87,001 | 87,001 | ||||||||||
|
Capital Stock
|
111,442 | 8,478 | 119,920 | |||||||||
|
Net cash provided by financing activities
|
1,239,129 | 1,247,607 | ||||||||||
|
Net increase in cash and cash equivalents
|
127,375 | 177,375 | ||||||||||
|
Cash and cash equivalents at beginning of period
|
- | - | ||||||||||
|
Cash and cash equivalents at end of period
|
$ | 127,375 | $ | 177,375 | ||||||||
|
Noncash investing and financing activities:
|
||||||||||||
|
Debt forgiven by shareholders
|
7,443 | 7,443 | ||||||||||
|
Fixed assets purchased on short term debt
|
199,169 | 199,169 | ||||||||||
11
NOTE 4 - EQUITY
On January10, 2011, the company completed a private offering of its common shares and sold a total of 85,000 common shares at a price of $2.00 per share. The Company raised a total of $170,000 in this offering.
On January 18, 2011, the company sold 25,000 common shares at $2.00 per share for $50,000.
On February 16, 2011, the company sold 15,000 common shares at $2.00 per share for $30,000.
On March 12, 2011, the company sold 10,000 common shares at $2.00 per share for $20,000.
On March 31, 2011, the company sold 5,000 common shares at $2.00 per share for $10,000.
On April 22, 2011, the company sold 75,000 common shares at $2.00 per share for $140,000.
On April 27, 2011, the company sold 5,000 common shares at $2.00 per share for $10,000.
On May 4, 2011, the company sold 40,000 common shares at $2.00 per share for $80,000.
On May 12, 2011, the company sold 3,000 common shares at $2.00 per share for $6,000.
On May 16, 2011, the company sold 16,500 common shares at $2.00 per share for $33,000.
On June 6, 2011, the company sold 10,000 common shares at $2.00 per share for $20,000.
On June 23, 2011, the company sold 30,000 common shares at $2.00 per share for $60,000.
NOTE 5 - CAPITALIZATION OF ROAD IMPROVEMENT
During the first six months of 2011, Oro East built roads in the Philippines to facilitate the exploration of mining properties. The Company considers these as reasonable exploration expense and has expensed the total road cost of $555,975.
12
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
From inception (February 15, 2008), the Company was organized as a vehicle to investigate and, if such investigation warrants, acquire or merge with a target company or business seeking the perceived advantages of being a publicly held corporation.
On July 2, 2010 the Company changed its business plan to become an exploration and refining company for the mining of gold, copper, and other precious or industrial mineral deposits through the acquisition of certain rights in the Republic of the Philippines. On that date, the Company entered into an Assignment of Rights Agreement (“Rights Agreement”) with Oro-East Mining Company LTD. Pursuant to the terms of the Rights Agreement, Oro assigned to the Company certain rights and obligations with respect to the permitted mining claims described in the Rights Agreement. Pursuant to the Rights Agreement, the Company will assume the rights and obligations of Oro to explore, extract, refine and produce precious metals and other industrial deposits on the claims and earn fees with respect to such services. By entering into the Rights Agreement, the Company commenced business as an exploration, mining, refinery and production company. The Company intends to focus on extracting gold, silver, copper, iron ore and other industrial minerals to primarily meet the demands of Chinese Government and companies for the mined minerals.
Results of Operations
For the six months ending June 30, 2011, the Company had no revenues and incurred exploration costs of $555,975 and general and administrative expenses of $338,169, compared to no revenues and general and administrative expenses of $4,190 for the corresponding period of 2010.
Liquidity and Capital Resources
As of June 30, 2011, the Company had current assets equal to $178,798 and had current liabilities of $516,585.
The following is a summary of the Company's cash flows from operating, investing, and financing activities:
For the Cumulative six months ended June 30, 2011
|
Operating activities
|
$
|
(697,971)
|
||
|
Investing activities
|
$
|
-
|
||
|
Financing activities
|
$
|
748,991
|
||
|
Net effect on cash
|
$
|
51,020
|
13
The Company does not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on the Company’s financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide information required by this Item.
ITEM 4T. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of our disclosure controls and procedures, as such term is defined under Rule 13a-15(e) and Rule 15d-15(e) promulgated under the Securities Exchange Act of 1934, as amended (Exchange Act), as of June 30, 2011. Based on this evaluation, our principal executive officer and principal financial officer has concluded that our disclosure controls and procedures are ineffective because of the identification of a material weakness in our internal control over financial reporting which is identified in our Management's Report on Internal Control Over Financial Reporting included with our Annual Report on Form 10-K for the fiscal year ended December 31, 2010, which we view as an integral part of our disclosure controls and procedures.
Changes in Internal Control over Financial Reporting
There were no changes in our internal controls over financial reporting that occurred during the first quarter of fiscal 2011 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
PART II — OTHER INFORMATION
Item 1. Legal Proceedings.
To the best knowledge of the sole officer and sole director, the Company is not a party to any legal proceeding or litigation.
Item 1A. Risk Factors.
As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide information required by this Item
14
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
On January10, 2011, the company completed a private offering of its common shares and sold a total of 85,000 common shares at a price of $2.00 per share. The Company raised a total of $170,000 in this offering.
On January 18, 2011, the company completed a private offering of its common shares and sold a total of 25,000 common shares at a price of $2.00 per share. The Company raised a total of $50,000 in this offering.
On February 16, 2011, the company completed a private offering of its common shares and sold a total of 15,000 common shares at a price of $2.00 per share. The Company raised a total of $30,000 in this offering.
On March 12, 2011, the company completed a private offering of its common shares and sold a total of 10,000 common shares at a price of $2.00 per share. The Company raised a total of $20,000 in this offering
On March 31, 2011, the company completed a private offering of its common shares and sold a total of 5,000 common shares at a price of $2.00 per share. The Company raised a total of $10,000 in this offering
On April 22, 2011, the company completed a private offering of its common shares and sold a total of 75,000 common shares at a price of $2.00 per share. The Company raised a total of $140,000 in this offering
On April 27, 2011, the company completed a private offering of its common shares and sold a total of 5,000 common shares at a price of $2.00 per share. The Company raised a total of $10,000 in this offering.
On May 4, 2011, the company completed a private offering of its common shares and sold a total of 40,000 common shares at a price of $2.00 per share. The Company raised a total of $80,000 in this offering
On May 12, 2011, the company completed a private offering of its common shares and sold a total of 3,000 common shares at a price of $2.00 per share. The Company raised a total of $6,000 in this offering.
On May 16, 2011, the company completed a private offering of its common shares and sold a total of 16,500 common shares at a price of $2.00 per share. The Company raised a total of $33,000 in this offering.
On June 6, 2011, the company completed a private offering of its common shares and sold a total of 10,000 common shares at a price of $2.00 per share. The Company raised a total of $20,000 in this offering.
On June 23, 2011, the company completed a private offering of its common shares and sold a total of 30,000 common shares at a price of $2.00 per share. The Company raised a total of $60,000 in this offering.
Item 3. Defaults Upon Senior Securities.
None.
Item 4. (Removed and Reserved)
None.
Item 5. Other Information.
None
15
Item 6. Exhibits.
|
Exhibit No.
|
Description
|
|
|
31.1
|
||
|
31.2
|
||
|
32.1
|
||
|
101.INS
|
XBRL Instance Document *
|
|
|
101.SCH
|
XBRL Taxonomy Extension Schema Document *
|
|
|
101.CAL
|
XBRL Taxonomy Extension Calculation Linkbase *
|
|
|
101.DEF
|
XBRL Taxonomy Extension Definition Linkbase Document *
|
|
|
101.LAB
|
XBRL Taxonomy Extension Label Linkbase Document *
|
|
|
101.PRE
|
XBRL Taxonomy Extension Presentation Linkbase Document *
|
16
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
|
Dated: January 4, 2012
|
|||
|
ORO EAST MINING, INC.
|
|||
|
By:
|
/s/ Tian Q Chen |
|
|
|
Tian Q Chen
|
|||
|
Chief Executive Officer
|
|||
17