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 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, 2015

¨ 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: 581,323,700 shares of common stock, par value $.0001 per share, outstanding as of May 11, 2015. 
 
 
ORO EAST MINING, INC.
 
Table of Contents -

     
Page(s)
 
PART I – FINANCIAL INFORMATION:
     
         
Item 1.
 
1
 
         
   
1
 
         
   
2
 
         
   
3
 
         
   
4
 
         
Item 2.
 
6
 
         
Item 3.
 
8
 
         
Item 4.
 
8
 
         
PART II – OTHER INFORMATION:
     
         
Item 1.
 
9
 
         
Item 1A.
 
9
 
         
Item 2.
 
9
 
         
Item 3.
 
9
 
         
Item 4.
 
9
 
         
Item 5.
 
9
 
         
Item 6.
 
9
 
         
 
10
 
 
 
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 81.1% 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.
CONSOLIDATED BALANCE SHEETS
(Unaudited)
 
   
March 31,
   
December 31,
 
   
2015
   
2014
 
ASSETS
           
Current assets:
           
Cash
 
$
188,155
   
$
64,832
 
Inventories
   
18,734
     
18,734
 
Prepaid expenses
   
43,693
     
43,693
 
Other current assets
   
153,655
     
154,720
 
Total current assets
   
404,237
     
281,979
 
Property and equipment, net of accumulated depreciation of $139,933 and $106,669, respectively
   
624,781
     
658,045
 
TOTAL ASSETS
 
$
1,029,018
   
$
940,024
 
                 
LIABILITIES AND STOCKHOLDERS' DEFICIT
               
Current liabilities:
               
Current portion of long-term debt
 
$
16,715
   
$
15,554
 
Current portion of capital lease obligation
   
4,345
     
4,179
 
Accounts payable
   
83,018
     
148,322
 
Short-term notes payable
   
1,100,000
     
1,150,000
 
Convertible note payable, net of unamortized discount of $7,494 and $81,222, respectively
   
1,329,506
     
610,778
 
Other accrued liabilities
   
280,619
     
243,810
 
Advances-related party
   
199,589
     
372,017
 
Total current liabilities
   
3,013,792
     
2,544,660
 
Capital lease obligation, less current portion
   
2,020
     
3,171
 
Long-term debt, less current portion
   
12,197
     
16,838
 
TOTAL LIABILITIES
   
3,028,009
     
2,564,669
 
                 
                 
STOCKHOLDERS' 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, 2,000,000,000 shares
       authorized; 581,323,700 and 580,883,200 shares issued
       and outstanding, respectively
   
58,132
     
58,088
 
Additional paid-in capital
   
6,502,451
     
6,413,945
 
Accumulated deficit
   
(8,468,438
)
   
(8,011,200
)
Accumulated other comprehensive loss
   
(24,110
)
   
(24,115
)
Total Oro East Mining Inc. stockholders’ deficit
   
(1,931,965
)
   
(1,563,282
)
Noncontrolling interest
   
(67,026
)
   
(61,363
)
TOTAL STOCKHOLDERS' DEFICIT
   
(1,998,991
)
   
(1,624,645
)
                 
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT
 
$
1,029,018
   
$
940,024
 

See accompanying notes to unaudited consolidated financial statements.


ORO EAST MINING, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
(Unaudited)
 
   
Three Months ended March 31,
 
   
2015
   
2014
 
Revenues:
           
Sales of gold concentrates, net
 
$
-
   
$
1,874
 
                 
Operating expenses:
               
General and administrative
   
314,281
     
499,005
 
Total operating expenses
   
314,281
     
499,005
 
                 
Other expense:
               
Interest expense
   
(148,620
)
   
(66,153
)
Foreign currency loss
   
-
     
(187
)
Total other expense
   
(148,620
)
   
(66,340
)
                 
Net loss
   
(462,901
)
   
(563,471
)
Net loss attributable to noncontrolling interest 
   
(5,663
)
   
(14,942
)
Net loss attributable to Oro East Mining Inc.
   
(457,238
)
   
(548,529
)
                 
Other comprehensive income (loss),
               
Foreign currency translation adjustment
   
5
     
(23
)
                 
Comprehensive loss
 
$
(457,233
)
 
$
(548,552
)
                 
Net loss attributable to Oro East Mining Inc. common stockholders per share - Basic and diluted
 
$
(0.00
)
 
$
(0.00
)
                 
Weighted average number of common shares outstanding
   
581,086,422
     
543,345,800
 
 
See accompanying notes to unaudited consolidated financial statements.

 
ORO EAST MINING, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
 
   
Three Months ended March 31,
 
   
2015
   
2014
 
CASH FLOW FROM OPERATING ACTIVITIES:
           
Net loss
 
$
(462,901
)
 
$
(563,471
)
Adjustments to reconcile net loss to net cash used in operating activities:
               
Depreciation
   
33,264
     
23,028
 
Share-based compensation
   
88,550
     
28,125
 
Amortization of debt discount
   
73,728
     
45,000
 
Changes in operating assets and liabilities:
               
Accounts receivable
   
-
     
24,633
 
Inventories
   
-
     
(63,158
)
Prepaid expenses and other current assets
   
1,064
     
(193,314
)
Accounts payable
   
(65,303
)
   
(31,441
)
Accrued liabilities
   
36,808
     
8,448
 
Net cash used in operating activities
   
(294,790
)
   
(722,150
)
                 
CASH FLOW USED IN INVESTING ACTIVITIES:
               
Purchases of property and equipment
   
-
     
(228,760
)
                 
CASH FLOW FROM FINANCING ACTIVITIES:
               
Proceeds from convertible notes
   
720,000
     
-
 
Proceeds from short-term note
   
-
     
1,000,000
 
Principal payments under capital lease obligation
   
(985
)
   
(843
)
Repayment of convertible  notes
   
(75,000
)
   
-
 
Repayment of long-term debt
   
(3,479
)
   
(2,608
)
Repayment of short-term notes
   
(50,000
)
   
-
 
Net proceeds from (repayment of) shareholder advances
   
(172,428
)
   
16,000
 
Net cash provided by financing activities
   
418,108
     
1,012,549
 
                 
Effect of exchange rate on cash
   
5
     
(23
)
                 
NET INCREASE IN CASH
   
123,323
     
61,616
 
                 
CASH AT BEGINNING OF PERIOD
   
64,832
     
57,972
 
                 
CASH AT END OF PERIOD
 
$
188,155
   
$
119,588
 
                 
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
               
Interest paid
 
$
12,302
   
$
417
 

See accompanying notes to unaudited consolidated financial statements.
 
 
ORO EAST MINING, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 (Unaudited)
 
NOTE 1          ORGANIZATION, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 
(a)         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, 2015 interim consolidated financial statements presented herein may not be indicative of the results of the Company for the year ending December 31, 2015. 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, 2014 filed with the SEC on March 31, 2015.

(b)         Use of Estimates

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

(c)         Reclassification

Certain prior period amounts have been reclassified to conform with current period presentation.

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 an accumulated deficit of $8,468,438 and a negative working capital of $2,609,555 at March 31, 2015. 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 and debt 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          SHORT-TERM NOTES PAYABLE

A summary of the short-term notes payable is as follows:
 
   
As of
March 31, 2015
   
As of
December 31, 2014
 
Fixed-rate 15% note, due April 1, 2015 (1)
 
$
-
   
$
50,000
 
Fixed-rate 12% note, due April 30, 2015
   
100,000
     
100,000
 
Fixed-rate 12% note, due April 30, 2015
   
100,000
     
100,000
 
Fixed-rate 15% note, due August 1, 2015 (2)
   
800,000
     
800,000
 
Fixed-rate 12% note, due June 21, 2015
   
100,000
     
100,000
 
   
$
1,100,000
   
$
1,150,000
 
 
(1)
The note was paid off on March 31, 2015
(2)
The note was extended to August 1, 2015 from February 1, 2015
 
All notes are unsecured, and the Company has accrued interest of $164,010 as of March 31, 2015.
 

NOTE 4          CONVERTIBLE NOTES PAYABLE

A summary of the convertible notes payable is as below:

   
As of
March 31, 2015
   
As of
December 31, 2014
 
Fixed-rate 12% convertible note, conversion price @$0.08/share, due April 15, 2015 (1)
 
$
500,000
   
$
500,000
 
Fixed-rate 12% convertible note, conversion price @$0.20/share, due February 20, 2015(2)
   
-
     
20,000
 
Fixed-rate 12% convertible note, conversion price @$0.20/share, due February 28, 2015 (2)
   
-
     
25,000
 
Fixed-rate 12% convertible note, conversion price @$0.20/share, due March 16, 2015 (2)
   
-
     
30,000
 
Fixed-rate 12% convertible note, conversion price @$0.06/share, due April 14, 2015
   
20,000
     
20,000
 
Fixed-rate 12% convertible note, conversion price @$0.06/share, due April 23, 2015
   
40,000
     
40,000
 
Fixed-rate 12% convertible note, conversion price @$0.03/share, due May 17, 2015
   
30,000
     
30,000
 
Fixed-rate 12% convertible note, conversion price @$0.05/share, due June 1, 2015
   
17,000
     
17,000
 
Fixed-rate 12% convertible note, conversion price @$0.05/share, due June 10, 2015
   
10,000
     
10,000
 
Fixed-rate 8% convertible note, conversion price @$0.09/share, due July 21, 2015
   
720,000
     
-
 
                 
Total
   
1,337,000
     
692,000
 
Less: unamortized discount
   
(7,494
)
   
(81,222
)
   
$
1,329,506
   
$
610,778
 

(1)  
The note was extended to April 15, 2015 with the conversion price changed to $0.08/share from January 15, 2015. The Company analyzed the terms modification of the convertible note under ASC 470-60, Troubled Debt Restructurings, and ASC 470-50, Extinguishment of Debt, and determined that the creditor had not granted a concession and the modification was substantial.  The Company amortized the remaining discount on the convertible note to interest expense on the date of the conversion.  There were no direct costs or fees associated with the terms modification of the convertible note. The Company also analyzed the modified conversion option under ASC 815, Derivatives and Hedging, and determined that the instrument does not qualify for derivative accounting and that the instrument does not have a beneficial conversion feature.
(2)  
The notes were paid off on March 16, 2015.

NOTE 5          RELATED PARTY TRANSACTIONS
 
The shareholder and officer of the Company paid expenses on behalf of the Company, and the Company paid back $172,428 to the shareholder and officer during the three months ended March 31, 2015. As of March 31, 2015, the Company still owed the shareholder and officer the amount of $199,589. The balances are unsecured, non-interest bearing and due on demand.
 
NOTE 6          EQUITY

The Company issued a total of 440,500 common shares for services received from employees and non-employees and recognized a total of $88,550 in share-based compensation during the three months ended March 31, 2015.

 
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

This quarter the Company has been exploring its Red Bank Mine assets in Mariposa County, California. The Company entered into a letter of intent with Red Bank Trust for the purchase of mining claims known as the Red Bank Mine (“Red Bank Mine”). On December 12, 2014, the Company entered into a binding letter of intent with Red Bank Trust for the purchase of certain lode and placer mining claims and all mineral rights thereto, spanning 55 deeded acres in Mariposa County known as the Red Bank Mines, including an easement, right of entry, and other rights and interests as set forth in the letter of intent (“Mining Claims and Mineral Rights”). A long-form purchase agreement for the Mining Claims and Mineral Rights that integrates the letter of intent will be prepared by mutually agreed upon legal counsel or licensed brokers within 20 days of the expiration of the Due Diligence Period as set forth in the letter of intent.

The parties agreed to a consideration valuation of $2,000,000.00 (Two Million U.S. Dollars) paid in part with 20,000,000 restricted shares of Company stock, which the parties value at $1,000,000.00, and paid in part with a Convertible Promissory Note and Convertible Note Purchase Agreement to Yan Ming Wu, the named beneficiary of the Redbank Trust, in the sum of $1,000,000.00. Yan Ming Wu is a foreign national and citizen of the People’s Republic of China.  As of the filing date of this report, the Company is still performing its due diligence related to the Red Bank letter of intent.

The Company had previously entered into a Mining Lease and Royalties Agreement executed on June 24, 2013. Upon the execution of the letter of intent, the Agreement is voided, though in the event that the transactions contemplated by the letter of intent are not completed, the Agreement will be automatically effective again and enforceable upon termination of the letter of intent.
 
The Red Bank Mine property is located approximately 17 miles north of the town of Mariposa, California. We are currently conducting mineral exploration activities on the Red Bank Mine property in order to assess whether it contains any commercially exploitable mineral reserves. Currently there are no known mineral reserves on the Red Bank Mine property.

The Company had a geological evaluation report on the Red Bank Mine property prepared, entitled “National Instrument 43-101 Technical Report on Red Bank Mine – 81 Acres, Apns 003-350-0050; 003-340-0070; And 003-330-0060, Mariposa County, California, for Oro East Mining, Inc.” (the “Report”) by Robert Campbell, M.S., California Professional Geologist, California Certified Engineering Geologist and Principal Engineering Geologist of GeoSolve, Inc., on December 29, 2014.

On January 21, 2015, the Company entered into a Convertible Note Purchase Agreement and Convertible Promissory Note with a foreign investor lender for the sum of $720,000.00 (Seven Hundred Twenty Thousand U.S. Dollars) at an interest rate of 8% (Eight Percent) to be repaid on or before July 21, 2015. Conversion, if exercised, would be at $0.09 per share. There are no prepayment penalties.
 
 
Results of Operations

The following is a summary of the Company’s operation results for the three months ended March 31, 2015 and 2014:

   
2015
   
2014
 
   
(Unaudited)
 
Total revenues
 
$
-
   
$
1,874
 
Total operating expenses
   
(314,281
)
   
(499,005
)
Total other expense
   
(148,620
)
   
(66,340
)
Net loss
 
$
(462,901
)
 
$
(563,471
)

Operating expenses decreased by about $185,000 for the three months ended March 31, 2015 and 2014, which was due to the decrease of $185,000 in general and administrative expenses.  During the three months ended March 31, 2015 and 2014, general and administrative expenses decreased was due to the increase of about $60,000 in share-based compensation and $11,000 in depreciation, and decrease of $24,000 in payroll expense, $56,000 in professional fees, and $176,000 in equipment and repair and maintenance for the refinery operations at the Carson Hill site, respectively

Other expenses increased by about $82,000 during the three months ended March 31, 2015 and 2014, which was due the increase of $82,000 in interest expenses.

Liquidity and Capital Resources

As of March 31, 2015 and December 31, 2014, the Company had a total of $1,029,018 and $940,024 in assets including $188,155 and $64,832 of cash, respectively.  Increase of about $89,000 in total assets was due to the $123,000 increase in cash, which is offset by $33,000 increase in accumulated depreciation, and the $1,000 decrease in other receivables for the first three months of 2014.  The Company also had $3,013,792 and $2,544,660 current liabilities as of March 31, 2015 and December 31, 2014, respectively. Increase of about $469,000 in total current liabilities was mainly due to the increase of $719,000 and $37,000 in convertible notes and accrued liabilities, and the decrease of $65,000, $50,000 and $172,000 in accounts payable, short-term note payable 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, 2015 and 2014:

   
2015
   
2014
 
   
(Unaudited)
 
Net Cash Used In Operating Activities
 
$
(294,790
)
 
$
(722,150
)
Net Cash Used In Investing Activities
   
-
     
(228,760
)
Net Cash Provided By Financing Activities
   
418,108
     
1,012,549
 
Effect Of Exchange Rate On Cash
   
5
     
(23
)
Net Increase In Cash
 
$
123,323
   
$
61,616
 

Our principal sources of liquidity are our cash and the cash flow provided by the shareholder advances and debt and equity financing.  We believe that further debt and equity financing is needed to satisfy our anticipated cash requirements through the next 12 months.

Total cash increased by about $123,000 before the effect of exchange rate was mainly due to about $295,000, $130,000 and $172,000 of cash used for funding the operations, repayment of debts and repayments of shareholder advances, respectively, and $720,000 of cash provided by convertible note issuance during the three months ended March 31, 2015.
 
Critical Accounting Policies

There have been no material changes in the critical accounting policies since December 31, 2014.

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, 2015.   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 ineffective as of March 31, 2015.

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, 2015,  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 civil complaint that the Company’s subsidiary, Oro East Mariposa, LLC filed against Allied Business Financial Services, Inc. for breach of contract and other claims has been settled privately between the parties and a notice of settlement was file with the Superior Court of California on or about April 24, 2015. The suit was filed on July 11, 2014 in the Superior Court of California in the County of Orange, Case Number 30-2014-00733630-CU-BC-CJC.
 
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.

Item 4.             MINE SAFETY DISCLOSURES

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
 
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 Form 8-K (File No. 000-53136), as filed with the Securities and Exchange Commission on June 17, 2014.

*           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: May 15, 2015
 
 
ORO EAST MINING, INC.
              (Registrant)
 
       
 
By:
/s/ Tian Q. Chen
 
 
Name:  Tian Q. Chen
Title:    Chief Executive Officer
 
(Principal Executive Officer and 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
 
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 Form 8-K (File No. 000-53136), as filed with the Securities and Exchange Commission on June 17, 2014.
 
*           Filed herewith
 
 
 
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