Attached files
| file | filename |
|---|---|
| EXCEL - IDEA: XBRL DOCUMENT - Oro East Mining, Inc. | Financial_Report.xls |
| EX-4.1 - Oro East Mining, Inc. | ex4-1.htm |
| EX-32.2 - Oro East Mining, Inc. | ex32-2.htm |
| EX-32.1 - Oro East Mining, Inc. | ex32-1.htm |
| EX-31.2 - Oro East Mining, Inc. | ex31-2.htm |
| EX-10.1 - Oro East Mining, Inc. | ex10-1.htm |
| EX-31.1 - Oro East Mining, Inc. | ex31-1.htm |
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
x QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2013
¨ 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.
Delaware
(State or other jurisdiction of incorporation or organization)
26-2012582
(I.R.S. Employer Identification Number)
7817 Oakport Street, Suite 205, Oakland, CA 94621
(Address of Principal Offices)
(510) 638-5000
(Issuer’s Telephone Number)
1127 Webster Street, Suite 28, Oakland, CA 94607
(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 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 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: 28,626,290 shares of common stock, par value $.0001 per share, outstanding as of May 8, 2013.
ORO EAST MINING, INC.
- Table of Contents -
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Page(s)
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PART I – FINANCIAL INFORMATION:
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Item 1.
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1
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1
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2
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3
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4
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Item 2.
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6
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Item 3.
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7
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Item 4.
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7
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PART II – OTHER INFORMATION:
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Item 1.
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8
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Item 1A.
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8
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Item 2.
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8
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Item 3.
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8
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Item 4.
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8
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Item 5.
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8
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Item 6.
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9
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10
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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q of Oro East Mining, Inc., a Delaware corporation (the “Company”), contains “forward-looking statements,” as defined in the United States Private Securities Litigation Reform Act of 1995. In some cases, you can identify forward-looking statements by terminology such as “may”, “will”, “should”, “could”, “expects”, “plans”, “intends”, “anticipates”, “believes”, “estimates”, “predicts”, “potential” or “continue” or the negative of such terms and other comparable terminology. These forward-looking statements include, without limitation, statements about our market opportunity, our strategies, competition, expected activities and expenditures as we pursue our business plan, and the adequacy of our available cash resources. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Actual results may differ materially from the predictions discussed in these forward-looking statements. The economic environment within which we operate could materially affect our actual results. Additional factors that could materially affect these forward-looking statements and/or predictions include, among other things: the volatility of minerals prices, the possibility that exploration efforts will not yield economically recoverable quantities of minerals, accidents and other risks associated with mineral exploration and development operations, the risk that the Company will encounter unanticipated geological factors, the Company’s need for and ability to obtain additional financing, the possibility that the Company may not be able to secure permitting and other governmental clearances necessary to carry out the Company’s exploration and development plans, the exercise of the approximately 83.3% control the Company’s voting securities the Company’s Chief Executive Officer, Tian Qing Chen, holds, other factors over which we have little or no control; and other factors discussed in the Company’s filings with the Securities and Exchange Commission (“SEC”).
Our management has included projections and estimates in this Form 10-Q, which are based primarily on management’s experience in the industry, assessments of our results of operations, discussions and negotiations with third parties and a review of information filed by our competitors with the SEC or otherwise publicly available. We caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. We disclaim any obligation subsequently to revise any forward-looking statements to reflect events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events.
PART I — FINANCIAL INFORMATION
Item 1. FINANCIAL STATEMENTS
ORO EAST MINING, INC.
(An Exploration Stage Company)
CONSOLIDATED BALANCE SHEETS
(Unaudited)
|
March 31,
|
December 31,
|
|||||||
|
2013
|
2012
|
|||||||
|
ASSETS
|
||||||||
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Current assets:
|
||||||||
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Cash
|
$
|
245,373
|
$
|
374,748
|
||||
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Prepaid expenses
|
143,162
|
87,339
|
||||||
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Other current assets
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493
|
941
|
||||||
|
Total current assets
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389,028
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463,028
|
||||||
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Property and equipment, net of depreciation of $81,806 and $70,913
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217,441
|
227,412
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||||||
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TOTAL ASSETS
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$
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606,469
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$
|
690,440
|
||||
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LIABILITIES AND STOCKHOLDERS' DEFICIT
|
||||||||
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Current liabilities:
|
||||||||
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Accounts payable
|
$
|
26,875
|
$
|
20,830
|
||||
|
Due to related party
|
11,000
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11,000
|
||||||
|
Convertible note payable
|
-
|
199,169
|
||||||
|
Accrued consulting costs
|
-
|
552,318
|
||||||
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Other accrued liabilities
|
14,474
|
28,637
|
||||||
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Advances-related party
|
78,672
|
127,327
|
||||||
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Total current liabilities
|
131,021
|
939,281
|
||||||
|
STOCKHOLDERS' EQUITY (DEFICIT)
|
||||||||
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Preferred stock, $.0001 par value per share, 10,000,000 shares
authorized; no shares issued and outstanding
|
-
|
-
|
||||||
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Common stock, $.0001 par value per share, 100,000,000 shares authorized;
28,626,290 and 28,198,990 shares issued and outstanding at March 31, 2013
and December 31, 2012, respectively
|
2,863
|
2,820
|
||||||
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Additional paid-in capital
|
4,164,700
|
2,878,769
|
||||||
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Accumulated deficit
|
(3,686,744
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)
|
(3,134,229
|
)
|
||||
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Accumulated other comprehensive income (loss)
|
(5,371
|
)
|
3,799
|
|||||
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TOTAL STOCKHOLDERS' EQUITY (DEFICIT)
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475,448
|
(248,841
|
)
|
|||||
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TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
|
$
|
606,469
|
$
|
690,440
|
||||
See accompanying notes to unaudited consolidated financial statements.
ORO EAST MINING, INC.
(An Exploration Stage Company)
CONSOLIDATED STATEMENTS OF EXPENSES AND COMPREHENSIVE LOSS
(Unaudited)
|
February 15,
|
||||||||||||
|
2008
|
||||||||||||
|
(Inception)
|
||||||||||||
|
Through
|
||||||||||||
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Three months ended March 31,
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March 31,
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|||||||||||
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2013
|
2012
|
2013
|
||||||||||
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Operating expenses:
|
||||||||||||
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General and administrative
|
$ | 203,805 | $ | 190,585 | $ | 2,334,972 | ||||||
|
Exploration costs
|
348,759 | - | 1,332,076 | |||||||||
|
Total operating expenses
|
552,564 | 190,585 | 3,667,048 | |||||||||
|
Other income (expense):
|
||||||||||||
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Interest expense
|
- | (3,016 | ) | (27,860 | ) | |||||||
|
Foreign currency gain (loss)
|
49 | 4 | (20,516 | ) | ||||||||
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Gain on disposal of assets
|
- | - | 28,680 | |||||||||
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Total other income (expense)
|
49 | (3,012 | ) | (19,696 | ) | |||||||
|
|
||||||||||||
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Net loss
|
(552,515 | ) | (193,597 | ) | (3,686,744 | ) | ||||||
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Other comprehensive loss,
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||||||||||||
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Foreign currency translation adjustment
|
(9,170 | ) | (2,328 | ) | (5,371 | ) | ||||||
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Comprehensive loss
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$ | (561,685 | ) | $ | (195,925 | ) | $ | (3,692,115 | ) | |||
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Basic earnings (loss) per share - Basic and diluted
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$ | (0.02 | ) | $ | (0.01 | ) | ||||||
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Weighted average number of common shares outstanding
|
28,346,171 | 27,916,440 | ||||||||||
See accompanying notes to unaudited consolidated financial statements.
ORO EAST MINING, INC.
(An Exploration Stage Company)
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
|
February 18,
|
||||||||||||
|
2008
|
||||||||||||
|
(Inception)
|
||||||||||||
|
Through
|
||||||||||||
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Three Months ended March 31,
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March 31,
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|||||||||||
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2013
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2012
|
2013
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||||||||||
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CASH FLOW FROM OPERATING ACTIVITES:
|
||||||||||||
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Net loss
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$
|
(552,515
|
)
|
$
|
(193,597
|
)
|
$
|
(3,686,744
|
)
|
|||
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Adjustments to reconcile net loss to net cash used in operating activities:
|
||||||||||||
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Depreciation
|
10,893
|
10,137
|
89,895
|
|||||||||
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Gain on disposal of assets
|
-
|
-
|
(28,680
|
)
|
||||||||
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Share-based compensation
|
4,074
|
62,361
|
498,885
|
|||||||||
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Changes in operating assets and liabilities:
|
||||||||||||
|
Prepaid expenses
|
(55,823
|
)
|
-
|
(143,162
|
)
|
|||||||
|
Other current assets
|
448
|
-
|
(492
|
)
|
||||||||
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Accounts payable
|
6,045
|
10,900
|
26,875
|
|||||||||
|
Accounts payable – related party
|
-
|
-
|
11,000
|
|||||||||
|
Accrued liabilities
|
(566,482
|
)
|
11,578
|
18,915
|
||||||||
|
Net cash used in operating activities
|
(1,153,360
|
)
|
(98,621
|
)
|
(3,213,508
|
)
|
||||||
|
CASH FLOW USED IN INVESTING ACTIVITES,
|
||||||||||||
|
Purchases of property and equipment
|
(922
|
)
|
-
|
(79,488
|
)
|
|||||||
|
CASH FLOW FROM FINANCING ACTIVITIES:
|
||||||||||||
|
Proceeds from issuance of common stock
|
1,281,900
|
-
|
3,661,235
|
|||||||||
|
Proceeds from short-term note
|
-
|
-
|
82,000
|
|||||||||
|
Repayment of short-term note
|
-
|
-
|
(82,000
|
)
|
||||||||
|
Repayment of convertible note
|
(199,169
|
)
|
-
|
(199,169
|
)
|
|||||||
|
Net proceeds from (repayment of) shareholder advances
|
(48,654
|
)
|
63,346
|
81,674
|
||||||||
|
Net cash provided by financing activities
|
1,034,077
|
63,346
|
3,543,740
|
|||||||||
|
Effect of exchange rate on cash
|
(9,170
|
)
|
(2,328
|
)
|
(5,371
|
)
|
||||||
|
NET INCREASE (DECREASE) IN CASH
|
(129,375
|
)
|
(37,603
|
)
|
245,373
|
|||||||
|
CASH AT BEGINNING OF PERIOD
|
374,748
|
83,633
|
-
|
|||||||||
|
CASH AT END OF PERIOD
|
$
|
245,373
|
$
|
46,030
|
$
|
245,373
|
||||||
|
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
|
||||||||||||
|
Interest paid
|
$
|
17,874
|
$
|
-
|
$
|
27,785
|
||||||
|
NON-CASH INVESTING AND FINANCING ACTIVITIES:
|
||||||||||||
|
Note payable forgiven by shareholder
|
$
|
-
|
$
|
-
|
$
|
7,443
|
||||||
|
Equipment purchased on short-term note payable
|
$
|
-
|
$
|
-
|
$
|
199,169
|
||||||
|
Trade in of truck
|
$
|
-
|
$
|
-
|
$
|
79,682
|
||||||
See accompanying notes to unaudited consolidated financial statements.
ORO EAST MINING, INC.
(An Exploration Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE 1 ORGANIZATION, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(a) Organization and Business
Oro East Mining, Inc. (“we”, “our”, or the “Company”) was incorporated in Delaware on February 15, 2008. The Company is currently in the exploration stage and does not have any customers or revenue.
(b) Emerging Growth Company
We are an “emerging growth company,” as defined in the Jumpstart our Business Startups Act of 2012, and we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies, including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden
parachute payments not previously approved.
Under the Jumpstart Our Business Startups Act, “emerging growth companies” can delay adopting new or revised accounting standards until such time as those standards apply to private companies. We have elected not to avail ourselves to this exemption from new or revised accounting standards and, therefore, we will be subject to the same new or revised accounting standards as other public companies that are not “emerging growth companies.”
(c) Basis of Consolidation
The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All significant intercompany accounts and transactions have been eliminated.
(d) Basis of Presentation
The accompanying interim consolidated 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 March 31, 2013 interim consolidated financial statements presented herein may not be indicative of the results of the Company for the year ending December 31, 2013. These unaudited interim consolidated financial statements should be read in conjunction with the consolidated financial statements and related notes included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2012 filed with the SEC on April 12, 2013.
(e) Share-based Compensation
The Company recognizes the services received in a share-based payment transaction as the services are received. The services received are measured at the fair value of the equity instruments issued.
NOTE 2 GOING CONCERN
The accompanying interim consolidated 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 interim consolidated financial statements, the Company has a negative deficit accumulated during the exploration stage of $3,686,744 and has working capital of $258,007 at March 31, 2013. 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, but 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 interim consolidated financial statements do not include any adjustments that might arise as a result of this uncertainty.
NOTE 3 RELATED PARTY TRANSACTIONS
The shareholder and officer of the Company paid expenses on behalf of the Company during the three months ended March 31, 2013. As of March 31, 2013 and December 31, 2012, the Company owed a shareholder and officer the amount of $78,672 and $127,327, respectively. The balances are unsecured, non-interest bearing and due on demand.
NOTE 4 EQUITY
The Company recognized $4,074 in share-based compensation for consulting services provided during the three months ended March 31, 2013. The shares for these services were issued during 2012 and 2011.
During the three months ended March 31, 2013, the Company issued 427,300 common shares at $3 per share for $1,281,900.
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion provides information that the Company’s management believes is relevant to an assessment and understanding of our results of operations and financial condition. The discussion should be read along with the Company’s consolidated financial statements and related notes included in Part I, Item 1 of this Quarterly Report on Form 10-Q. This section includes a number of forward-looking statements that reflect our current views with respect to future events and financial performance. Forward-looking statements are often identified by words like believe, expect, estimate, anticipate, intend, project and similar expressions, or words which, by their nature, refer to future events. Undue certainty should not be placed on these forward-looking statements. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from our predictions.
Business Overview
We are an exploration stage mining company engaged in the search for gold, copper and other precious or industrial mineral deposits and have not yet generated or realized any revenues from our business.
We do not expect any significant changes or hiring of employees since contracts are given to consultants and sub-contractor specialists in specific fields of expertise for the exploration work. We do not expect to purchase or sell any plant or significant equipment. We intend to lease or rent any equipment, such as backhoe, diamond drill, generators and so on, that we will need in order to carry out our exploration activities.
On March 1, 2013, the Company filed a Post-Effective Amendment to the Form S-1 to deregister 4,290,150 shares of the Company’s common stock in the offering of 5,000,000 shares of common stock by the Company that remain unsold. The Company issued a total of 709,850 shares for cash of $2,090,550.
Our plan of operation for 2013 is:
1. Obtain the mining permit from the Department of Environment and Natural Resources of the Philippines which includes Environmental Compliance Certificate, Environmental Protection and Enhancement Program, and Final Mine Rehabilitation and/or Decommissioning Plan.
2. Raise additional capital fund required for a larger scale exploration activities and production.
3. Outsource a refinery facility utilizing green technology if we are successful in being able to secure the capital funding required to complete the exploration phase.
Results of Operations
The following is a summary of the Company’s operation results for the three months ended March 31, 2013 and 2012:
|
2013
|
2012
|
|||||||
|
(Unaudited)
|
||||||||
|
Total operating expenses
|
$
|
(552,564
|
)
|
$
|
(190,585
|
)
|
||
|
Total other income (expense)
|
49
|
(3,012
|
)
|
|||||
|
Net loss
|
$
|
(552,515
|
)
|
$
|
(193,597
|
)
|
||
The Company is still in the exploration stage, and no revenue has been generated since the inception of the Company on February 15, 2008.
Operating expenses increased by about $362,000 for the three months ended March 31, 2013 and 2012 was due to the increase of about $350,000 in exploration costs for the respective periods. There were no exploration activities due to heavy flooding in the Philippines during the first quarter of 2012. Beginning in the last quarter of 2012, we started smaller scale exploration activities. General and administrative expenses did not change much between the two quarters ended March 31, 2013 and 2012.
Liquidity and Capital Resources
As of March 31, 2013 and December 31, 2012, the Company had a total of $606,469 and 690,440 in assets including $245,373 and $374,748 of cash, respectively. Decrease of about $84,000 in total assets was due to the $129,000 decrease in cash and the $56,000 and $11,000 increase in prepaid expenses and accumulated depreciation for the first three months of 2012. The Company also had $131,020 and $939,281 current liabilities as of March 31, 2013 and December 31, 2012, respectively. Decrease of about $808,000 in total current liabilities was due to the decrease of $560,000, $199,000, and $49,000 in accounts payable and accrued liabilities, convertible note, and related party advance, respectively.
The following is a summary of the Company's cash flows provided by (used in) operating, investing, and financing activities for the three months ended March 31, 2013 and 2012:
|
2013
|
2012
|
|||||||
|
(Unaudited)
|
||||||||
|
Net Cash Used In Operating Activities
|
$
|
(1,153,360
|
)
|
$
|
(98,621
|
)
|
||
|
Net Cash Used In Investing Activities
|
(922
|
)
|
-
|
|||||
|
Net Cash Provided By Financing Activities
|
1,034,077
|
63,346
|
||||||
|
Effect Of Exchange Rate On Cash
|
(9,170
|
)
|
(2,328
|
)
|
||||
|
Net Decrease In Cash
|
$
|
(129,375
|
)
|
$
|
(37,603
|
)
|
||
Our principal sources of liquidity are our cash and the cash flow provided by the shareholder advances and equity financing. We believe that further equity financing is needed to satisfy our anticipated cash requirements through the next 12 months.
Total cash decreased by about $129,000 was mainly due to about $1,153,000, $199,000, and $49,000 of cash used for funding the operations, repayment of a convertible note, and repayment of shareholder/officer advances, respectively, despite about $1,282,000 of cash provided by stock issuances during the three months ended March 31, 2013.
Critical Accounting Policies
There have been no material changes in the critical accounting policies since December 31, 2012.
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 4. 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, 2013. Disclosure controls and procedures means that the material information required to be included in our Securities and Exchange Commission reports is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms relating to our company, including any consolidating subsidiaries, and was made known to us by others within those entities, particularly during the period when this report was being prepared. Based on this evaluation, our principal executive officer and principal financial officer have concluded that our disclosure controls and procedures are effective as of March 31, 2013.
Changes in Internal Control over Financial Reporting
There were no changes in our internal controls over financial reporting that occurred during the quarter ended March 31, 2013, that have materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
PART II — OTHER INFORMATION
Item 1. LEGAL PROCEEDINGS
The Company is not currently subject to any legal proceedings. From time to time, the Company may become subject to litigation or proceedings in connection with its business, as either a plaintiff or defendant. There are no such pending legal proceedings to which the Company is a party that, in the opinion of management, is likely to have a material adverse effect on the Company’s business, financial condition or results of operations.
Item 1A. RISK FACTORS
As a “smaller reporting company” (as defined in Rule 12b-2 of the Exchange Act), the Company is not required to provide information required by this Item 1A.
Item 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
None.
None.
Item 4. MINE SAFETY DISCLOSURES
None.
Item 5. OTHER INFORMATION
Resignation of Officers
On May 1, 2013 Romy Yulo resigned as Chief Operating Officer of the Company.
On May 1, 2013 Tian Q. Chen resigned as Chief Financial Officer of the Company. Mr. Chen remains with the Company in his positions of Chief Executive Officer and Chairman of the Board of Directors.
Appointment of Chief Financial Officer
On May 1, 2013 Rex Yuen was appointed as Chief Financial Officer of the Company. Mr. Yuen has been an accounting advisor to the Company since February 2012.
Mr. Yuen brings a decade-long pedigree of service as Chief Financial Officer and controller of other companies located throughout the United States and Asia. He has practiced public accounting both domestically and internationally, with over 10 years of experience. Mr. Yuen has broad experience in the implementation of cost management initiatives, capitalizing on new growth opportunities, acquisition integration, strategic planning, resource allocation, and cost accounting in U.S., China, and Hong Kong corporations. He brings to Oro East his knowledge of Sarbanes-Oxley implementation and controls, tax compliance, and corporate organizational development.
From March 2012 until February 2013, Mr. Yuen was Chief Financial Officer of Glacier Diamond, Inc. From March 2001 until March 2006, and from December 2007 until February 2012, Mr. Yuen was an Audit Manager with Mah & Associates, LLP. From December 2006 until November 2007, Mr. Yuen was an Audit Manager with Stonefield Josephson, Inc. (which later merged with Marcum LLP). From December 1994 to January 1998, Mr. Yuen was Chief Financial Officer of Full Dollar Investment & Development Inc.
From September 1999 to March 2001, Mr. Yuen attended University of California at Los Angeles where he obtained a Bachelor of Arts degree in Business Economics, with honors, and a minor in accounting. From January 1998 until June 1999, Mr. Yuen attended De Anza College, and from September 1982 until June 1985, Mr. Yuen attended Hong Kong Polytechnic University, where he obtained a Higher Diploma in Marine Electronics.
Mr. Yuen is a member of the AICPA; he is a Certified Public Accountant and Chartered Global Management Accountant.
The Company and Mr. Yuen entered into an Employment Agreement dated May 1, 2013, pursuant to which the Company will pay Mr. Yuen an annual base salary of $85,000 for Mr. Yuen to serve as the Company’s Chief Financial Officer. There is no term to the Employment Agreement and Mr. Yuen is an at-will employee of the Company. The Employment Agreement also provides for Mr. Yuen to participate in our employee benefit programs and provides for other customary benefits. In addition, Mr. Yuen will receive 60,000 shares of common stock of the Company, which vest over the course of five years, according to the following schedule, provided that he is still an employee at the time any vesting date: (i) 10% of the shares vest on May 1, 2014, (ii) 25% shares vest on May 1, 2015, (iii) 45% shares vest on May 1, 2016, (iv) 70% shares vest on May 1, 2017 and (v) 100% shares vest on May 2018.
Adoption of 2013 Stock Incentive Plan
On May 8, 2013, the Board of Directors of the Company approved and adopted the terms and provisions of a 2013 Stock Incentive Plan for the Company. An aggregate of 5,000,000 shares of the Company’s common stock are initially reserved for issuance upon exercise of nonqualified and/or incentive stock options and other securities which may be granted under the 2013 Stock Incentive Plan. No securities have yet been issued under the 2013 Stock Incentive Plan.
Item 6. EXHIBITS
(a) Exhibits required by Item 601 of Regulation SK.
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Exhibit
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Description
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3.1.1
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Certificate of Incorporation (1)
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3.1.2
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Certificate of Amendment to Certificate of Incorporation (2)
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3.2
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Bylaws (1)
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4.1
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10.1
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31.1
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31.2
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32.1
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32.2
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101.INS
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XBRL Instance Document *
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101.SCH
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XBRL Taxonomy Extension Schema Document. *
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101.CAL
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XBRL Taxonomy Extension Calculation Linkbase Document *
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101.DEF
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XBRL Taxonomy Extension Definition Linkbase Document *
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101.LAB
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XBRL Taxonomy Extension Labels Linkbase Document *
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101.PRE
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XBRL Taxonomy Extension Presentation Linkbase Document *
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(1) Filed and incorporated by reference to the Company’s Registration Statement on Form 10-SB (File No. 000-53136), as filed with the Securities and Exchange Commission on March 19, 2008.
(2) Filed and incorporated by reference to the Company’s Amendment No. 1 to Registration Statement on Form S-1 (File No. 333-177509), as filed with the Securities and Exchange Commission on January 30, 2012.
* Filed herewith
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.
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Dated: May 10, 2013
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ORO EAST MINING, INC.
(Registrant)
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By:
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/s/ Tian Q. Chen
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Name: Tian Q. Chen
Title: Chief Executive Officer
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(Principal Executive Officer)
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By:
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/s/ Rex Yuen
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Name: Rex Yuen
Title: Chief Financial Officer
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(Principal Accounting and Financial Officer)
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EXHIBIT INDEX
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Exhibit
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Description
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3.1.1
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Certificate of Incorporation (1)
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3.1.2
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Certificate of Amendment to Certificate of Incorporation (2)
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3.2
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Bylaws (1)
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4.1
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10.1
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31.1
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31.2
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32.1
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32.2
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101.INS
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XBRL Instance Document *
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101.SCH
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XBRL Taxonomy Extension Schema Document. *
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101.CAL
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XBRL Taxonomy Extension Calculation Linkbase Document *
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101.DEF
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XBRL Taxonomy Extension Definition Linkbase Document *
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101.LAB
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XBRL Taxonomy Extension Labels Linkbase Document *
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101.PRE
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XBRL Taxonomy Extension Presentation Linkbase Document *
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(1) Filed and incorporated by reference to the Company’s Registration Statement on Form 10-SB (File No. 000-53136), as filed with the Securities and Exchange Commission on March 19, 2008.
(2) Filed and incorporated by reference to the Company’s Amendment No. 1 to Registration Statement on Form S-1 (File No. 333-177509), as filed with the Securities and Exchange Commission on January 30, 2012.
* Filed herewith