Attached files
| file | filename |
|---|---|
| EX-31.1 - Oro East Mining, Inc. | ex31-1.htm |
| EX-31.2 - Oro East Mining, Inc. | ex31-2.htm |
| EXCEL - IDEA: XBRL DOCUMENT - Oro East Mining, Inc. | Financial_Report.xls |
| EX-32.1 - Oro East Mining, Inc. | ex32-1.htm |
| EX-32.2 - Oro East Mining, Inc. | ex32-2.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 June 30, 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)
(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: 27,162,290 shares of common stock, par value $.0001 per share, outstanding as of August 10, 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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||||
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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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||||
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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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8
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9
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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 87.8% 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)
|
June 30,
|
December 31,
|
|||||||
|
2013
|
2012
|
|||||||
|
ASSETS
|
||||||||
|
Current assets:
|
||||||||
|
Cash
|
$
|
51,140
|
$
|
374,748
|
||||
|
Prepaid expenses
|
5,436
|
87,339
|
||||||
|
Other current assets
|
11,284
|
941
|
||||||
|
Total current assets
|
67,860
|
463,028
|
||||||
|
Property and equipment, net of depreciation of $92,776 and $70,913
|
210,791
|
227,412
|
||||||
|
TOTAL ASSETS
|
$
|
278,651
|
$
|
690,440
|
||||
|
LIABILITIES AND STOCKHOLDERS' DEFICIT
|
||||||||
|
Current liabilities:
|
||||||||
|
Accounts payable
|
$
|
34,096
|
$
|
20,830
|
||||
|
Due to related party
|
-
|
11,000
|
||||||
|
Convertible note payable
|
-
|
199,169
|
||||||
|
Accrued consulting costs
|
72,359
|
552,318
|
||||||
|
Other accrued liabilities
|
32,971
|
28,637
|
||||||
|
Advances-related party
|
54,855
|
127,327
|
||||||
|
Total current liabilities
|
194,281
|
939,281
|
||||||
|
STOCKHOLDERS' EQUITY (DEFICIT)
|
||||||||
|
Preferred stock, $.0001 par value per share, 10,000,000 shares
authorized; no shares issued and outstanding
|
-
|
-
|
||||||
|
Common stock, $.0001 par value per share, 100,000,000 shares authorized;
27,127,290 and 28,198,990 shares issued and outstanding at June 30, 2013
and December 31, 2012, respectively
|
2,713
|
2,820
|
||||||
|
Additional paid-in capital
|
4,167,700
|
2,878,769
|
||||||
|
Accumulated deficit
|
(4,077,850
|
)
|
(3,134,229
|
)
|
||||
|
Accumulated other comprehensive income (loss)
|
(8,193
|
)
|
3,799
|
|||||
|
TOTAL STOCKHOLDERS' EQUITY (DEFICIT)
|
84,370
|
(248,841
|
)
|
|||||
|
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
|
$
|
278,651
|
$
|
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
|
||||||||||||||||||||
|
Three months ended June 30,
|
Six months ended June 30,
|
June 30,
|
||||||||||||||||||
|
2013
|
2012
|
2013
|
2012
|
2013
|
||||||||||||||||
|
Operating expenses:
|
||||||||||||||||||||
|
General and administrative
|
$ | 333,183 | $ | 168,557 | $ | 536,988 | $ | 359,144 | $ | 2,668,155 | ||||||||||
|
Exploration costs
|
57,213 | - | 405,972 | - | 1,389,289 | |||||||||||||||
|
Total operating expenses
|
390,396 | 168,557 | 942,960 | 359,144 | 4,057,444 | |||||||||||||||
|
Other income (expense):
|
||||||||||||||||||||
|
Interest expense
|
- | (3,018 | ) | - | (6,033 | ) | (27,860 | ) | ||||||||||||
|
Foreign currency gain (loss)
|
(710 | ) | 298 | (661 | ) | 303 | (21,226 | ) | ||||||||||||
|
Gain on disposal of assets
|
- | - | - | - | 28,680 | |||||||||||||||
|
Total other income (expense)
|
(710 | ) | (2,720 | ) | (661 | ) | (5,730 | ) | (20,406 | ) | ||||||||||
|
|
||||||||||||||||||||
|
Net loss
|
(391,106 | ) | (171,277 | ) | (943,621 | ) | (364,874 | ) | (4,077,850 | ) | ||||||||||
|
Other comprehensive loss,
|
||||||||||||||||||||
|
Foreign currency translation adjustment
|
(2,822 | ) | (3,415 | ) | (11,992 | ) | (5,743 | ) | (8,193 | ) | ||||||||||
|
Comprehensive loss
|
$ | (393,928 | ) | $ | (174,692 | ) | $ | (955,613 | ) | $ | (370,617 | ) | $ | (4,086,043 | ) | |||||
|
Basic earnings (loss) per share - Basic and diluted
|
$ | (0.01 | ) | $ | (0.01 | ) | $ | (0.03 | ) | $ | (0.01 | ) | ||||||||
|
Weighted average number of common shares outstanding
|
28,253,362 | 27,916,440 | 28,114,076 | 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 15,
|
||||||||||||
|
2008
|
||||||||||||
|
(Inception)
|
||||||||||||
|
Through
|
||||||||||||
|
Six months ended June 30,
|
June 30,
|
|||||||||||
|
2013
|
2012
|
2013
|
||||||||||
|
CASH FLOW FROM OPERATING ACTIVITES:
|
||||||||||||
|
Net loss
|
$
|
(943,621
|
)
|
$
|
(364,874
|
)
|
$
|
(4,077,850
|
)
|
|||
|
Adjustments to reconcile net loss to net cash used in operating activities:
|
||||||||||||
|
Depreciation
|
21,863
|
20,274
|
100,866
|
|||||||||
|
Gain on disposal of assets
|
-
|
-
|
(28,680
|
)
|
||||||||
|
Share-based compensation
|
7,074
|
124,722
|
501,885
|
|||||||||
|
Changes in operating assets and liabilities:
|
||||||||||||
|
Prepaid expenses
|
81,903
|
-
|
(5,436
|
)
|
||||||||
|
Other current assets
|
(10,343
|
)
|
(562
|
)
|
(11,283
|
)
|
||||||
|
Accounts payable
|
13,266
|
(1,048
|
)
|
34,096
|
||||||||
|
Accounts payable – related party
|
(11,000
|
)
|
-
|
-
|
||||||||
|
Accrued liabilities
|
(475,624
|
)
|
25,909
|
109,772
|
||||||||
|
Net cash used in operating activities
|
(1,316,482
|
)
|
(195,579
|
)
|
(3,376,630
|
)
|
||||||
|
CASH FLOW USED IN INVESTING ACTIVITES,
|
||||||||||||
|
Purchases of property and equipment
|
(5,243
|
)
|
-
|
(83,809
|
)
|
|||||||
|
CASH FLOW FROM FINANCING ACTIVITIES:
|
||||||||||||
|
Proceeds from issuance of common stock
|
1,281,900
|
-
|
3,661,235
|
|||||||||
|
Stock redemption
|
(150
|
)
|
-
|
(150
|
)
|
|||||||
|
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
|
(72,472
|
)
|
132,530
|
57,856
|
||||||||
|
Net cash provided by financing activities
|
1,010,109
|
132,530
|
3,519,772
|
|||||||||
|
Effect of exchange rate on cash
|
(11,992
|
)
|
(5,743
|
)
|
(8,193
|
)
|
||||||
|
NET INCREASE (DECREASE) IN CASH
|
(323,608
|
)
|
(68,792
|
)
|
51,140
|
|||||||
|
CASH AT BEGINNING OF PERIOD
|
374,748
|
83,633
|
-
|
|||||||||
|
CASH AT END OF PERIOD
|
$
|
51,140
|
$
|
14,841
|
$
|
51,140
|
||||||
|
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.
In June 2013, the Company established a wholly owned subsidiary, Oro East Mariposa, LLC (“Oro East Mariposa”), a California limited liability company, to operate the Red Bank Gold Mine (“Red Bank”) in Mariposa County, California. Oro East Mariposa has started its operations since its establishment.
On or about July 1, 2013, the Company, through its subsidiary, entered into an exclusive Mining Lease and Royalties Agreement for Red Bank. Red Bank is a gold mine located in the prime Mother Lode vein system just east of San Francisco and within the western Sierra Nevada Ranges.
(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 June 30, 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 $4,077,850 and a negative working capital of $126,421 at June 30, 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 six months ended June 30, 2013. As of June 30, 2013 and December 31, 2012, the Company owed a shareholder and officer the amount of $54,855 and $127,327, respectively. The balances are unsecured, non-interest bearing and due on demand.
NOTE 4 EQUITY
During the three months ended March 31, 2013, the Company issued 427,300 common shares at $3 per share for $1,281,900.
In June 2013, the Company entered into a consulting agreement with an individual to issue up to 6,000 common shares for services to be received over a period of six months. The services can be terminated at any time with or without cause. The shares were valued at $3 per share for a total of $18,000, and no shares have been issued yet.
The Company recognized $7,074 in share-based compensation for consulting services provided during the six months ended June 30, 2013.
NOTE 5 SUBSEQUENT EVENTS
In July 2013, the Company entered into a consulting agreement with another individual and issued 35,000 common shares for services to be received over a period of two years. The shares are forfeitable if the services are not provided. The shares were valued at $3 per share for a total of $105,000.
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.
In June, 2013 we established a wholly owned subsidiary, Oro East Mariposa, LLC to operate the Red Bank in Mariposa County, California. On or about July 1, 2013, the Company, through its subsidiary, entered into an exclusive Mining Lease and Royalties Agreement for Red Bank. Red Bank is a gold mine located in the prime Mother Lode vein system just east of San Francisco and within the western Sierra Nevada Ranges. The Mother Lode is historically renowned for its gold mines and has been responsible for the majority of California’s gold production.
At present, we anticipate increased efforts to develop a refinery in the Western region of the United States and to focus its mining acquisitions and exploration in the Western region, going forward.
Results of Operations
The following is a summary of the Company’s operation results for the three and six months ended June 30, 2013 and 2012:
|
Three months ended June 30,
|
Six months ended June 30,
|
|||||||||||||||
|
2013
|
2012
|
2013
|
2012
|
|||||||||||||
|
(Unaudited)
|
(Unaudited)
|
|||||||||||||||
|
Total operating expenses
|
$
|
(390,396
|
)
|
$
|
(168,557
|
)
|
$
|
(942,960
|
)
|
$
|
(359,144
|
)
|
||||
|
Total other income (expense)
|
(710
|
)
|
(2,720
|
)
|
(661
|
)
|
(5,730
|
)
|
||||||||
|
Net loss
|
$
|
(391,106
|
)
|
$
|
(171,277
|
)
|
$
|
(943,621
|
)
|
$
|
(364,874
|
)
|
||||
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 $222,000 and $584,000 for the three and six months ended June 30, 2013 and 2012 was due to the increase of about $57,000 and $406,000 in exploration costs and $165,000 and $178,000 in general and administrative expenses for the respective periods. There were no exploration activities due to heavy flooding in the Philippines during the first quarter of 2012 and the pending of SEC’s approval of Form S-1 for funding from additional stock issuance. Beginning in the last quarter of 2012, we started smaller scale exploration activities. General and administrative expenses increased was due to the increase of about $100,000 in donations to Philippines government agencies for flooding victims and other government activities and $70,000 in consulting costs for the respective periods.
Liquidity and Capital Resources
As of June 30, 2013 and December 31, 2012, the Company had a total of $278,651 and 690,440 in assets including $51,140 and $374,748 of cash, respectively. Decrease of about $412,000 in total assets was due to the $324,000 and $82,000 decrease in cash and prepaid expenses and the $10,000 and $22,000 increase in deposits and accumulated depreciation for the first six months of 2013. The Company also had $194,281 and $939,281 current liabilities as of June 30, 2013 and December 31, 2012, respectively. Decrease of about $750,000 in total current liabilities was due to the decrease of $479,959, $199,000, and $70,206 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 six months ended June 30, 2013 and 2012:
|
2013
|
2012
|
|||||||
|
(Unaudited)
|
||||||||
|
Net Cash Used In Operating Activities
|
$
|
(1,316,482
|
)
|
$
|
(195,579
|
)
|
||
|
Net Cash Used In Investing Activities
|
(5,243
|
)
|
-
|
|||||
|
Net Cash Provided By Financing Activities
|
1,010,109
|
132,530
|
||||||
|
Effect Of Exchange Rate On Cash
|
(11,992
|
)
|
(5,743
|
)
|
||||
|
Net Decrease In Cash
|
$
|
(323,608
|
)
|
$
|
(68,792
|
)
|
||
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 $311,000 before the effect of exchange rate was mainly due to about $1,316,000, $199,000, and $72,000 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 six months ended June 30, 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 June 30, 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 June 30, 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 June 30, 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.
Item 3. DEFAULTS UPON SENIOR SECURITIES
None.
None.
Item 5. OTHER INFORMATION
None.
Item 6. EXHIBITS
(a) Exhibits required by Item 601 of Regulation SK.
|
Exhibit
|
Description
|
|
|
3.1.1
|
Certificate of Incorporation (1)
|
|
|
3.1.2
|
Certificate of Amendment to Certificate of Incorporation (2)
|
|
|
3.2
|
Bylaws (1)
|
|
|
31.1
|
||
|
31.2
|
||
|
32.1
|
||
|
32.2
|
||
|
101.INS
|
XBRL Instance Document *
|
|
|
101.SCH
|
XBRL Taxonomy Extension Schema Document. *
|
|
|
101.CAL
|
XBRL Taxonomy Extension Calculation Linkbase Document *
|
|
|
101.DEF
|
XBRL Taxonomy Extension Definition Linkbase Document *
|
|
|
101.LAB
|
XBRL Taxonomy Extension Labels Linkbase Document *
|
|
|
101.PRE
|
XBRL Taxonomy Extension Presentation Linkbase Document *
|
(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.
|
Dated: August 14, 2013
|
||
|
ORO EAST MINING, INC.
(Registrant)
|
||
|
By:
|
/s/ Tian Q. Chen
|
|
|
Name: Tian Q. Chen
Title: Chief Executive Officer
|
||
|
(Principal Executive Officer)
|
||
|
By:
|
/s/ Rex Yuen
|
|
|
Name: Rex Yuen
Title: Chief Financial Officer
|
||
|
(Principal Accounting and Financial Officer)
|
||
EXHIBIT INDEX
|
Exhibit
|
Description
|
|
|
3.1.1
|
Certificate of Incorporation (1)
|
|
|
3.1.2
|
Certificate of Amendment to Certificate of Incorporation (2)
|
|
|
3.2
|
Bylaws (1)
|
|
|
31.1
|
||
|
31.2
|
||
|
32.1
|
||
|
32.2
|
||
|
101.INS
|
XBRL Instance Document *
|
|
|
101.SCH
|
XBRL Taxonomy Extension Schema Document. *
|
|
|
101.CAL
|
XBRL Taxonomy Extension Calculation Linkbase Document *
|
|
|
101.DEF
|
XBRL Taxonomy Extension Definition Linkbase Document *
|
|
|
101.LAB
|
XBRL Taxonomy Extension Labels Linkbase Document *
|
|
|
101.PRE
|
XBRL Taxonomy Extension Presentation Linkbase Document *
|
(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
10