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EX-32.1 - Oro East Mining, Inc.ex32-1.htm
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UNITED STATES
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 March 31, 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.    Yes  x  No  ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes o   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.
 
12
       
Item 3.
 
13
       
Item 4T. Controls and Procedes    
       
 PART II – OTHER INFORMATION:
   
       
Item 1.
 
14
       
Item 1A
 
14
       
Item 2.
 
14
       
Item 3.
 
14
       
Item 4.
 
14
       
Item 5.
 
14
       
Item 6.
 
14
       
 
15
 
 
2

 
 
ORO EAST MINING, INC.
(An Exploration Stage Company)
BALANCE SHEETS

   
March 31,
   
December 31,
 
   
2011
   
2010
 
   
Restated
       
ASSETS
           
CURRENT ASSETS:
           
Cash and cash equivalents,
 
$
159,056
   
$
126,355
 
Prepaid Expenses
   
1,423
     
1,423
 
Total Current Assets
   
160,479
     
127,778
 
                 
NON CURRENT ASSETS
               
Fixed Assets (net of depreciation of $9,400)
   
253,784
     
263,184
 
TOTAL ASSETS
 
$
414,263
   
$
390,962
 
                 
LIABILITIES AND STOCKHOLDER’S EQUITY (DEFICIT)
               
                 
CURRENT LIABILITIES
               
Accrued liabilities
 
$
7,628
   
$
4,653
 
Accounts payable
   
105,036
     
70,922
 
 Short term debt
   
281,169
     
 281,169
 
Shareholder advances
   
34,743
     
1,930
 
TOTAL LIABILITIES
 
$
428,576
   
$
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; 27,225,500 and
5,000,000 shares issued and outstanding at March 31, 2011 and December 31, 2010,
respectively
   
2,723
     
2,710
 
Additional paid-in capital
   
722,655
     
416,418
 
Deficit accumulated during the development stage
   
(739,691
)
   
(386,840
)
                 
TOTAL STOCKHOLDER’S EQUITY / (DEFICIT)
   
(14,313)
     
32,288
 
TOTAL LIABILITIES AND STOCKHOLDER’S DEFICIT
 
$
414,263
   
  $
390,962
 
 
See notes to unaudited financial statements.
 
3

 
 
ORO EAST MINING, INC.
(An Exploration Stage Company)
Statements of Expenses (Unaudited)
FOR THREE MONTHS ENDED MARCH 31, 2011 AND 2010
 
                February 15,  
                2008  
   
Three Months ended
    (Inception)  
   
March 31,
    through  
    2011     2010     March 31, 2011  
Expenses:
 
(Restated)
          (Restated)  
Exploration costs
  $ 214,142     $ -     $ 214,142  
General and administrative
    170,948       200       548,725  
Depreciation expense
    9,400       -       9,400  
                         
Total Operating Expenses
    (394,490 )     200       (772,267 )
Interest income
    83       -       83  
Interest expense
    (2,976 )     -       (7,629 )
Foreign exchange gain/(loss)
    44,532       -       40,122  
 Total other income/(expense)
    41,639               23,176  
Net Loss
  $ (352,851 )   $ (200 )   $ (739,691 )
                         
PER SHARE INFORMATION:
                       
Basic and diluted, net loss per share
  $ (0.01 )   $ (0.00 )        
                         
Basic and diluted, weighted average shares outstanding
    27,203,222       5,000,000          
 

See notes to unaudited financial statements.

 
4

 
 
ORO EAST MINING, INC.
An Exploration Stage Company
STATEMENTS OF CASH FLOWS
(unaudited)
FOR THREE MONTHS ENDED MARCH 31, 2011 AND 2010
 
   
For the
Three
Months
ended
March 31,
2011
   
For the
Three
Months
ended
March 31,
2010
   
February 15,
2008
(Inception)
through
March 31,
2011
 
   
(Restated)
         
(Restated)
 
                   
CASH FLOWS FROM OPERATING ACTIVITIES:
                 
Net (loss)
 
$
(352,851
)
 
$
(200
)
 
$
(739,691
)
Adjustments to reconcile net loss to net cash used in operating activities.
                       
Shares issued for services
   
56,250
     
-
     
56,250
 
Depreciation expense
   
9,400
     
-
     
9,400
 
Changes in operating assets and liabilities:
                       
Prepaid expenses and other current assets
                   
(1,423
)
Increase (decrease) in accounts payable and accrued expenses
   
37,089
     
(4,442
)
   
117,106
 
Net cash used in operating activities
   
(250,112
)
   
(4,462
)
   
(558,358
)
                         
CASH FLOWS FROM INVESTING ACTIVITIES:
                       
Purchase of fixed assets
   
-
     
-
     
(64,015
)
Net cash provided by investing activities
   
-
     
-
     
(64,015
)
                         
CASH FLOWS FROM FINANCING ACTIVITIES:
                       
Proceeds from issuance of common stock
   
250,000
     
-
     
661,685
 
Borrowings on debt
   
-
     
-
     
82,000
 
Shareholder advances
   
32,813
     
4,462
     
37,744
 
Net cash provided by financing activities
   
282,813
     
-
     
781,429
 
                         
NET(DECREASE)INCREASE IN CASH AND CASH EQUIVALENTS
   
32,701
             
159,056 
 
Cash and cash equivalents at beginning of period
   
126,355
     
-
     
-
 
                         
CASH AND CASH EQUIVALENTS AT END OF PERIOD
 
$
159,056
   
$
-
   
$
159,056
 
                         
NON-CASH TRANSACTIONS
                       
Debt forgiven by shareholders
                   
7,443
 
Fixed asset purchased on short term debt
                   
199,169
 
Fixed asset purchased on shareholder advances
                   
8,478
 
 
See notes to unaudited financial statements.

 
5

 
 
ORO EAST MINING, INC.
(An Exploration Stage Company)
NOTES TO FINANCIAL STATEMENTS
March 31, 2011
 
NOTE 1  - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
 
(a)
Organization and Business:

Oro East Mining, Inc. (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 March 31, 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 $505,527 and has negative working capital of $313,725 at March 31, 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 $34,743. The balance is unsecured, non interest bearing and due on demand.
 
NOTE 3  - RESTATEMENTS

During November 2011, we discovered some errors in our financial statements , including (a) capitalized road costs that should have been expensed ($214,142), (b) foreign currency gain not previously recognized ($45,628), (c) depreciation not taken on trucks ($9,400), and (d) failure to previously record $56,250 in share based compensation for strategic and marketing services.  The effects of these restatement on reported amounts for the three months ended March 31, 2011 are presented below in the following tables:

   
Balance Sheet
 
   
As of March 31, 2011
 
   
As Reported
   
Adjustments
   
Restated
 
                   
ASSETS
                 
CURRENT ASSETS:
                 
    Cash
  $ 113,428       45,628     $ 159,056  
    Prepaid Expenses
    1,423       -       1,423  
             Total Current Assets
    114,851               160,479  
                         
    Property, Plant and Equipment (net of depreciation of $9,400)
    477,326       (223,542 )     253,784  
    Other Assets
    -               -  
                         
TOTAL ASSETS
  $ 592,177             $ 414,263  
                         
LIABILITIES AND STOCKHOLDERS' (DEFICIT)
                       
                         
TOTAL LIABILITIES
  $ 428,576             $ 428,576  
                         
Commitments and Contingencies
                       
                         
STOCKHOLDERS' (DEFICIT):
                       
     Preferred stock, $.0001 par value; 10,000,000 shares authorized;
                       
       no shares issued and outstanding at
                       
      March 31, 2011 and December 31, 2010
    -               -  
     Common stock, $.0001 par value; 100,000,000 shares authorized;
                       
       27,225,500 and 5,000,000 shares issued and outstanding at
                       
      March 31, 2011 and December 31, 2010
    2,723               2,723  
       Additional paid-in capital
    666,405       56,250       722,655  
       Deficit accumulated during the development stage
    (505,527 )     (234,164 )     (739,691 )
             Total Stockholders' (Deficit)
    163,601               (14,313 )
                         
TOTAL LIABILITIES AND STOCKHOLDERS' (DEFICIT)
  $ 592,177             $ 414,263  
                         
                         
 
 
7

 
 
   
Statement of expenses
 
   
For three months ended March 31, 2011
 
   
As Reported
   
Adjustments
   
Restated
 
                   
Operating Expenses:
                 
    Exploration cost
  $ -       214,142     $ 214,142  
    General and administrative expenses
    118,687       52,261       170,948  
     Depreciation expense
    -       9,400       9,400  
                         
    Total operating expenses
    118,687               394,490  
                         
Loss from Operations
  $ (118,687 )           $ (394,490 )
                         
Other Income/(Expense)
                       
     Foreign exchange gain/(loss)
    -       44,532       44,532  
     Interest expense
    -       (2,976 )     (2,976 )
     Interest income
    -       83       83  
Total Other Income (Expense)
    -               41,639  
                         
Net (Loss)
  $ (118,687 )           $ (352,851 )
                         
Net (Loss) Per Share:
                       
      Basic and Diluted
  $ (0.00 )           $ (0.01 )
                         
Weighted Average Shares Outstanding
                       
      Basic and Diluted
    27,203,222               27,203,222  
 
 
8

 
 
   
Statement of cash flows
 
   
For three months ended March 31, 2011
 
   
As Reported
   
Adjustments
   
Restated
 
                   
 Cash flows from Operating Activities:
                 
 Net(loss)
  $ (118,687 )     (234,164 )   $ (352,851 )
 Adjustments to reconcile net loss to net cash used in operating activities:
                       
   Shares issued for services
    -       56,250       56,250  
   Depreciation expense
    -       9,400       9,400  
 Changes in operating assets and liabilities:
                       
   Prepaid expenses and other current assets
                    -  
   Increase(decrease) in accounts payable
    37,089               37,089  
 Net cash used in operating activities
    (81,598 )             (250,112 )
                         
 Cash flows from investing activities:
                       
 Purchase of fixed assets
    (205,664 )     205,664       -  
 Net cash used in investing activities
    (205,664 )             -  
                         
 Cash flows from financing activities:
                       
 Proceeds from issuance of common stock
    250,000               250,000  
 shareholder advances
    -               -  
 Capital Stock
    24,335       8,478       32,813  
 Net cash provided by financing activities
    274,335               282,813  
                         
 Net increase in cash and cash equivalents
    (12,927 )             32,701  
 Cash and cash equivalents at beginning of period
    126,355               126,355  
 Cash and cash equivalents at end of period
  $ 113,428             $ 159,056  
                         
                         
 
 
9

 
 
   
Statement of cash flows
 
   
From February 15, 2008 (inception) through March 31, 2011
 
   
As Reported
   
Adjustments
   
Restated
 
                         
 Cash flows from Operating Activities:
                       
 Net(loss)
  $ (505,527 )     (234,164 )   $ (739,691 )
 Adjustments to reconcile net loss to net cash used in operating activities:
                       
   Shares issued for services
    -       56,250       56,250  
   Depreciation expense
    -       9,400       9,400  
 Changes in operating assets and liabilities:
                       
   Prepaid expenses and other current assets
    (1,423 )             (1,423 )
   Increase(decrease) in accounts payable
    117,106               117,106  
 Net cash used in operating activities
    (389,844 )             (558,358 )
                         
 Cash flows from investing activities:
                       
 Purchase of fixed assets
    (269,679 )     205,664       (64,015 )
                         
 Cash flows from financing activities:
                       
 Proceeds from issuance of common stock
    661,685               661,685  
 Shareholder advances
    82,000               82,000  
 Capital Stock
    29,266       8,478       37,744  
 Net cash provided by financing activities
    772,951               781,429  
                         
 Net increase in cash and cash equivalents
    113,428               159,056  
 Cash and cash equivalents at beginning of period
    -               -  
 Cash and cash equivalents at end of period
  $ 113,428             $ 159,056  
                         
 Noncash investing and financing activities:
                       
 Debt forgiven by shareholders
    7,443               7,443  
 Fixed assets purchased on short term debt
    199,169               199,169  
 
 
10

 
 
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 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.
 
NOTE 5  - CAPITALIZATION OF ROAD IMPROVEMENT

During the first three 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 costs to date of $214,142.

NOTE 6  - SUBSEQUENT EVENT

Subsequent to March 31, 2011, the company sold 133,000 common shares at $2.00 per share to various people, for $266,000.
 
 
11

 
 
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 three months ending March 31, 2011, the Company had no revenues and incurred exploration costs of $214,142and general and administrative expenses of $170,948, compared to no revenues and general and administrative expenses of $200 for the corresponding period of 2010.

 Liquidity and Capital Resources

As of March 31, 2011, the Company had current assets equal to $160,479 and had current liabilities of $428,576.

The following is a summary of the Company's cash flows from operating, investing, and financing activities:

For the Cumulative three months ended March 31, 2011

Operating activities
 
$
(250,112
)
Investing activities
   
(-
Financing activities
 
$
282,813
 
         
Net effect on cash
 
$
(32,701

 
12

 

Off-Balance Sheet Arrangements

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 March 31, 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.
 
 
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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.


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 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.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. (Removed and Reserved)

None.

Item 5. Other Information.

None

Item 6. Exhibits.

 
 
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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

 
 
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