Attached files
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM S-1
Registration Statement
Under the Securities Act of 1933
Oregon Mineral Technologies, Inc.
(Formerly Advanced Mineral Technologies, Inc.
(Exact name of registrant as specified in its charter)
Wyoming SEC-1400 83-0331052
(State or other jurisdiction (Primary Standard (I.R.S. Employer
of incorporation or Industrial Classification Identification
organization) Code Number) number
Charles D. Hamilton
50 Beekman Square 50 Beekman Square
Jacksonville, Oregon 97530 Jacksonville, Oregon 97530
541-899-1500 541-899-1500
(Address, and telephone number (Name, address and telephone number
of principal executive offices) of agent for service)
Copies to:
Ms. Jody Walker ESQ.
7841 South Garfield Way
Centennial, CO 80122
Phone 303-850-7637
Fax 303-482-2731
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As
soon as practicable after this Registration Statement becomes
effective.
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following
box and list the Securities Act registration statement number of the
earlier effective registration statement for the same offering. []
If this form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
If this form is a post-effective amendment filed pursuant to Rule
462(d) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, check the following box [x]
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CALCULATION OF REGISTRATION FEE
TITLE OF EACH CLASS OF AMOUNT PROPOSED PROPOSED AMOUNT OF
SECURITIES TO BE BEING MAXIMUM MAXIMUM REGISTRATION
REGISTERED REGISTERED OFFER PRICE AGGREGATE FEE
PER SHARE OFFER PRICE
Common Stock 2,500,000 $2.00 $5,000,000 $356.50
---------- ---------- -------
Total 2,500,000 $2.00 $5,000,000 $356.50
(1) Represents common stock being sold in this offering.
The registrant amends this registration statement on such date or dates
as may be necessary to delay its effective date until the registrant
shall file a further amendment which specifically states that this
registration statement shall hereafter become effective in accordance
with Section 8(a) of the Securities Act of 1933, or until the
registration statement shall become effective on such date as the
Commission, acting pursuant to Section 8(a), may determine.
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Preliminary Prospectus Dated February 15, 2010. SUBJECT TO COMPLETION
Up to a Maximum of 2,500,000 Common Shares
$5,000,000
Oregon Mineral Technologies, Inc.
Oregon Mineral is registering up to 2,500,000 common shares for the
aggregate offering price of $5,000,000 or $2.00 per common share.
Prior to the date hereof, there has been no trading market for our
common shares. We will obtain a market maker to file an application
with the NASD on our behalf so as to be able to quote the common
shares on the OTC Bulletin Board maintained by the NASD commencing
upon the effectiveness of our registration statement of which this
prospectus is a part.
The offering will commence on the effective date of this prospectus and
will terminate on or before June 30, 2011. There is no market for our
securities. Our common stock is presently not traded on any market or
securities exchange and we have not applied for listing or quotation on
any public market.
Consider carefully the risk factors beginning on page 6 in this
prospectus.
Our sole officer and director will sell the common shares himself and
we do not plan to use underwriters or pay any commissions. He will be
selling our common shares using his best efforts and no one has agreed
to buy any of our common shares. There is no minimum amount of common
shares we must sell so no money raised from the sale of such common
shares will go into escrow, trust or another similar arrangement.
Neither the SEC nor any state securities commission has approved these
common shares or determined that this prospectus is accurate or
complete. Any representation to the contrary is a criminal offense. The
information in this prospectus is not complete and may be changed. We
may not sell these securities until the registration statement filed
with the Securities and Exchange Commission is effective. This
prospectus is not an offer to sell these securities and it is not
soliciting an offer to buy these securities in any state where the
offer or sale is not permitted.
Proceeds of the Offering
Per Common Share Total
Offering Price $2.00 $5,000,000
Proceeds to Oregon Mineral,
before expenses $2.00 $5,000,000
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TABLE OF CONTENTS
Prospectus Summary 5
Risk Factors 6
Forward Looking Statements 17
Use of Proceeds 17
Plan of Distribution and Selling Security Holders 17
Business Operations 20
Dilution 27
Dividend Policy 27
Determination of Offering Price 27
Management's Discussion and Analysis of Financial
Condition and Results of Operations 27
Directors, Executive Officers Control Persons 34
Security Ownership of Certain Beneficial Owners
and Management 37
Certain Relationships and Related Transactions 37
Description of Capital Stock 38
Shares Eligible for Future Sale 39
Disclosure of Commission Position on Indemnification
for Securities Act liabilities 40
Market for Common Stock and Related Stockholder Matters 41
Experts 42
Legal Proceedings 42
Legal Matters 42
Where You Can Find More Information 42
Financial Statements 43
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PROSPECTUS SUMMARY
To understand this offering fully, you should read the entire
prospectus carefully, including the risk factors beginning on page 6
and the financial statements.
Operations. Oregon Mineral has not begun operations.
Net losses for the nine months ended
September 30, 2009 and for the year ended
December 30, 2008 were $(20,379) and
$(18,182), respectively. Oregon Mineral
will process, market and distribute OR-
GRO, an altered and mineralized volcanic
clay classified as pyrophyllite that when
used as a soil amendment, enhances the
growth and health of plants. We will
require at least $2,500,000 to mine,
process, market, sell and distribute
material amounts of our products. Oregon
Mineral intends to obtain the financing
to fund these costs through this
offering. Any exercise of our options to
purchase additional claims will be made
as with revenues or additional financing,
yet to be determined.
Oregon Mineral's principal executive
offices are located at 50 Beekman Square,
Jacksonville, Oregon 97530, telephone
number 541-899-6879.
Oregon Mineral owns mining claims in
Douglas County, Oregon and acquired the
mineral interest in 10,000,000 tons
pryophyllite ore in Oregon from Rogue
Silicates, Inc., a then non-affiliate,
controlled by Bruce Mesman. We must
locate it on the property. Rogue
Silicates does not take responsibility
for finding the clay materials.
Oregon Mineral has options to purchase
additional mining claims in Douglas
County, Oregon owned by World Organic's,
Inc., an affiliate and Rogue Silicates,
Inc., a non-affiliate. Until the
exercise of these options, Oregon Mineral
holds leases to mine these claims.
Our sole officer and director became
engaged in the proposed mineralized clay
business based on their association with
and the prior bio-organic experience of
former directors of Oregon Mineral.
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The Offering Oregon Mineral hereby offers up to
2,500,000 common shares at $2.00 per
common share.
There is no minimum investment and no
minimum-offering amount. We will obtain
a market maker to file an application
with FINRA on our behalf so as to be able
to quote the common shares on the OTC
Bulletin Board maintained by FINRA
commencing upon the effectiveness of our
registration statement of which this
prospectus is a part.
Common stock
Outstanding 16,265,231
Common shares to be
Outstanding after
Offering 18,765,231
Percent of common shares
owned by current
shareholders after
maximum offering 86.68%
Gross Proceeds After
Maximum Offering $5,000,000
Use of Net Proceeds The net proceeds, if the total offering
amount is obtained, would be $4,978,644
and will be used for corporate operations
and possible expansion as follows:
Plant Site 500,000
Buildings & Improvements 875,000
Production Equipment 995,000
Operating Equipment 100,000
Office furnishings and equipment 40,000
Permits and bond 100,000
Product research and development 300,000
Inventory and operating costs 500,000
Working capital 1,568,644
----------
Total Net Proceeds $4,978,644
Market for our
common stock There is no market for our common stock
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Selected Financial Data As of As of
September 30, 2009 December 31, 2008
Balance Sheet
Total Assets $ 22,218 $ 19,177
Total Liabilities $ 62,295 $ 49,280
Shareholders Deficit(Equity) $(40,077) $(30,103)
Statement of Income
Revenue $ 13,750 $ 1,875
Cost of revenues $ 4,180 $ 1,225
Operating Expense $ 27,394 $ 15,294
Net (Loss) $(20,379) $(18,182)
RISK FACTORS
Our business is subject to numerous risk factors, including the
following.
Oregon Mineral's business is subject to numerous risk factors. The
following is a discussion of all of the material risks relating to the
offering and our business.
1. We have not received any material income from operations to date and
future financial results are uncertain. You may lose your entire
investment.
We have not received any material income from operations to date and
future financial results are uncertain. We cannot assure you that
Oregon Mineral can operate in a profitable manner. We have an
accumulated deficit of $(139,482) as of September 30, 2009. Further,
we do not expect positive cash flow from operations in the near term.
Prior to the commencement of material operations, we anticipate that we
will incur increased operating expenses without realizing any material
revenues. We therefore expect to incur significant losses into the
foreseeable future. Continuing losses may exhaust our limited capital
resources and force us to discontinue operations. Even if we obtain
financing and/or future revenues sufficient to commence and expand
operations, increased production or marketing expenses would adversely
affect liquidity of Oregon Mineral. We may never become profitable.
2. The initial prices of $2.00 may have little or no relationship to
the market price.
The offering price of the common shares has been arbitrarily determined
without regard to the book value or market value of the common shares.
The initial prices may have little no relationship to the market price.
3. Our corporate charter contains authorized, unissued "blank check"
preferred stock which can be issued without stockholder approval with
the effect of diluting then current stockholder interests and
discouraging, delaying or preventing a change in control of Oregon
Mineral.
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Our certificate of incorporation authorizes the issuance of up to
1,000,000 shares of preferred stock with designations, rights and
preferences as may be determined from time to time by our board of
directors. Accordingly, our board of directors is empowered, without
stockholder approval, to issue one or more series of preferred stock
with dividend, liquidation, conversion, voting or other rights which
could dilute the interest of, or impair the voting power of, our common
stockholders. Furthermore, the issuance of a series of preferred stock
could be used as a method of discouraging, delaying or preventing a
change in control.
4. Oregon Mineral has never paid dividends and has no plans to pay
dividends at any time in the near or distant future.
Oregon Mineral has never paid dividends on its capital stock, and
Oregon Mineral does not anticipate paying any dividends for the
foreseeable or distant future. Our present business plan does not
include, for the foreseeable future and beyond, any payments of
dividends to stockholders. Stockholders' sole strategy for any return
on their investments will be the potential for the increase in the
value of their stock and the possibility of liquidating their stock
positions.
5. The potential investors in this offering will suffer a substantial
dilution in their stock value, which the present investors will see a
significant gain in their stock value.
Our present shareholders, including officers, directors and founders,
have acquired their controlling interest in us at an average (weighted)
cost per share substantially less than the public offering price of
$2.00 per common share. If the maximum is sold, they will own
2,500,000 or 13.32% of our issued and outstanding common shares for
which they will have paid $5,000,000 or $2.00 per common share in cash.
This compares with 16,265,231 common shares held by our existing
shareholder, for which they paid an aggregate consideration of only
$99,405, or $0.006 per common share. These 16,265,231 common shares
will constitute 86.68% of the issued and outstanding common shares
following this offering if the maximum offering amount is sold. As a
result, the financial risk of our proposed activities will be borne
primarily by the public investors, who, upon completion of this
offering, will have contributed the significantly greater portion of
our capital.
6. Future stock issuances could dilute both existing and even future
shareholders.
It is not now known what stock issuances we might find advisable or
otherwise be required to undertake in the future in order to obtain
profitable operations, stock issuances which, if they occurred, would
substantially dilute existing shareholders. Further, such sales or
issuances, if substantial, might also adversely affect our ability to
raise additional equity capital in the future.
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7. Shares eligible for public sale in the future could decrease the
price of our common shares and reduce our future ability to raise
capital.
Sales of substantial amounts of our common stock in the public market
could decrease the prevailing market price of our common stock. If
this is the case, investors in our common shares may be forced to sell
such shares at prices below the price they paid for their shares. In
addition, a decreased market price may result in potential future
investors losing confidence in us and failing to provide needed
funding. This will have a negative effect on our ability to raise
equity capital in the future.
8. We do not have an active market in our securities. If our common
stock has no active trading market, you may not be able to sell your
common shares at all.
Currently there is no public market whatsoever for our securities. We
will obtain a market maker to file an application with FINRA on our
behalf so as to be able to quote the common shares on the OTC Bulletin
Board maintained by FINRA commencing upon the effectiveness of our
registration statement of which this prospectus is a part. There can
be no assurance as to whether such market maker's application will be
accepted by FINRA. If the application is accepted, there can be no
assurances as to whether any market for our common shares will develop
or the prices at which our common stock will trade. We are not
permitted to file such application on our own behalf. If the
application is accepted, we cannot predict the extent to which investor
interest in us will lead to the development of an active, liquid
trading market.
Active trading markets generally result in lower price volatility and
more efficient execution of buy and sell orders for investors.
In addition, our common stock is unlikely to be followed by any market
analysts, and there may be few institutions acting as market makers for
the common stock. Either of these factors could adversely affect the
liquidity and trading price of our common stock. Until our common
stock is fully distributed and an orderly market develops in our common
stock, if ever, the price at which it trades is likely to fluctuate
significantly. Prices for our common stock will be determined in the
marketplace and may be influenced by many factors, including the depth
and liquidity of the market for our common shares, developments
affecting our business, including the factors referred to elsewhere in
these Risk Factors, investor perception of Oregon Mineral and general
economic and market conditions. No assurances can be given that an
orderly or liquid market will ever develop for our common shares.
Consequently, you may not be able to liquidate your investment in the
event of an emergency or for any other reason.
9. Our stock will be a "penny stock" under the federal securities
regulation. The special rules applicable to the sale of penny stocks
may make our stock less liquid and harder for investors to buy and sell
our shares.
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Under the rules of the Securities and Exchange Commission, Oregon
Mineral's common stock will come within the definition of a "penny
stock" because the price of Oregon Mineral's common stock is below
$5.00 per share. As a result, Oregon Mineral common stock will be
subject to the "penny stock" rules and regulations. Broker-dealers who
sell penny stocks to certain types of investors are required to comply
with the Commission's regulations concerning the transfer of penny
stock. These regulations require broker-dealers to:
- Make a suitability determination prior to selling penny stock to
the purchaser,
- Receive the purchaser's written consent to the transaction; and
- Provide certain written disclosures to the purchaser.
These requirements may restrict the ability of broker/dealers to sell
our common stock, and may affect the ability to resell Oregon Mineral
common stock. An investment in our securities is not likely to be
very liquid, and because of the additional requirements, many brokers
do not participate in penny stock transactions. As a result, you may
have a harder time buying or selling our shares.
10. Current management's lack of experience in and/or with mining and,
in particular, mineral exploration activity, means that it is difficult
to assess, or make judgments about, our potential success.
Our current officer has never been employed in any fashion in the
mining industry. Also, our sole officer and director does not have an
education or college or university degree in mining or geology or in a
field related to mining. More specifically, our management lacks
technical training and experience with exploring for, starting, and/or
operating a mine.
With no direct training or experience in these areas, management may
not be fully aware of many of the specific requirements related to
mineral exploration, let alone the overall mining industry as a whole.
For example, their decisions and choices may fail to take into account
standard engineering and other managerial approaches mineral
exploration companies commonly use.
Consequently, our operations, earnings, and ultimate financial success
could suffer irreparable harm due to our management's future possible
mistakes, lack of sophistication, judgment or experience in this
particular industry. As a result, if we do obtain the funding or other
means to implement a bona fide mineral exploration program, such
program will be implemented and carried out by joint venturers,
partners or independent contractors who would have the requisite
mineral exploration experience and know-how that we currently lack.
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11. The demand for our products would be negatively affected by
adverse weather conditions, impurities in the clay and volume
limitations.
We will compete on customer preference and price. Adverse weather
conditions, impurities in the clay and volume limitations could cause
increased costs in mining and milling the clay. As a result, the cost
of producing a quality product could result in a necessary increase in
the price of our product.
12. Estimates of probable reserves may vary substantially from actual
results.
There are numerous uncertainties inherent in estimating quantities of
reserves, including many factors beyond our control. Estimates of
economically probable reserves and future net cash flows necessarily
depend upon a number of variable factors. These include historical
production from the area compared with production from other producing
areas, the assumed effects of regulations by governmental agencies and
assumptions concerning future pyrophyllite prices, future operating
costs, severance and excise taxes, development costs and reclamation
costs, all of which may in fact vary considerably from actual results.
For these reasons, estimates of the economically recoverable quantities
of clay attributable to any particular group of properties,
classifications of such reserves based on risk of recovery and
estimates of future net cash flows expected from them prepared by
different engineers or by the same engineers at different times may
vary substantially. Actual production, revenues and expenditures with
respect to our reserves will likely vary from estimates, and such
variances will likely be material.
13. We may not be able to conduct successful development activities
on our clay reserves.
Our recoverable reserves will decline as we process the clay. We have
not yet applied for the permits required or developed the mines
necessary to use all of our reserves. Our inability to conduct
successful development activities would adversely affect our future
results.
Most of our excavating operations will be conducted on mining claims we
own or lease. Because title to most of our leased properties and
mineral rights are not thoroughly verified until a permit to mine the
property is obtained, our right to mine some of our reserves may be
materially harmed if defects in title or boundaries exist. In
addition, in order to develop our reserves, we must procure various
governmental permits. We cannot predict whether we will receive the
permits necessary to operate profitably in the future.
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14. Excavating operations are vulnerable to weather and other
conditions beyond our control.
Conditions beyond our control can increase the cost of excavating at
particular mines for varying lengths of time. These conditions include
weather and natural disasters, such as heavy rains and flooding,
unexpected maintenance problems, variations in clay thickness,
variations in the amount of rock and soil overlying the clay deposit,
variations in rock and other natural materials and variations in
geological and other conditions.
15. The cost of compliance of government regulation may decrease our
profitability.
Federal, state and local authorities regulate the mining industry on a
wide range of matters that will affect our operations, including:
- Limitations on land use,
- Permitting requirements,
- Air quality standards,
- Water pollution,
- Plant and wildlife protection,
- Reclamation and restoration of excavating properties after
excavating is completed,
- The discharge of materials into the environment
- The effects that excavating has on groundwater quality and
availability.
It may be costly and time-consuming to comply with these requirements
and may delay commencement of exploration or production operations. We
may never become profitable.
FORWARD LOOKING STATEMENTS
The statements contained in this prospectus that are not historical
fact are forward-looking statements which can be identified by the use
of forward-looking terminology such as "believes," "expects," "may,"
"should," or "anticipates" or the negative thereof or other variations
thereon or comparable terminology, or by discussions of strategy that
involve risks and uncertainties. We have made the forward-looking
statements with management's best estimates prepared in good faith.
Because of the number and range of the assumptions underlying our
projections and forward-looking statements, many of which are subject
to significant uncertainties and contingencies that are beyond our
reasonable control, some of the assumptions inevitably will not
materialize and unanticipated events and circumstances may occur
subsequent to the date of this prospectus.
These forward-looking statements are based on current expectations, and
we will not update this information other than required by law.
Therefore, the actual experience of Oregon Minerals, and results
achieved during the period covered by any particular projections and
other forward-looking statements should not be regarded as a
representation by Oregon Minerals, or any other person, that we will
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realize these estimates and projections, and actual results may vary
materially. We cannot assure you that any of these expectations will
be realized or that any of the forward-looking statements contained
herein will prove to be accurate.
USE OF PROCEEDS
If the maximum offering amount is reached, Oregon Mineral shall receive
gross proceeds of $5,000,000. Based on Oregon Mineral's present plans,
which represent the existing and anticipated business conditions,
Oregon Mineral intends to apply the estimated net proceeds of the
maximum offering and at intervals less than $5,000,000 over the next
twelve months as follows:
Gross proceeds $ 5,000,000 $ 2,500,000 $ 1,250,000 $ 625,000
Offering expense 21,356 21,356 21,356 21,356
----------- ----------- ----------- ---------
Net proceeds $ 4,978,644 $ 2,478,644 $ 1,228,644 $ 604,644
Plant Site 500,000 500,000 250,000 125,000
Buildings & Improvements 875,000 875,000 400,000 200,000
Production Equipment 995,000 250,000 125,000 65,000
Operating Equipment 100,000 50,000 50,000 25,000
Office furnishings and equipment 40,000 20,000 20,000 20,000
Permits and bond 100,000 50,000 50,000 25,000
Product research and development 300,000 100,000 50,000 25,000
Inventory and operating costs 500,000 100,000 50,000 25,000
Working capital 1,568,644 533,644 233,644 94,644
---------- ----------- ----------- ---------
Total Net Proceeds $4,978,644 $ 2,478,644 $ 1,228,644 $ 604,644
----------- ----------- ----------- ---------
The building would be built and used on our mine site in Douglas
County, Oregon. The other uses of proceeds would be used on all owned
and leased mining sites in Douglas County, Oregon.
If less than $625,000 is raised, the priority of the use of proceeds
shall be to first land and building lease, utilities, mining and
processing cost, packaging cost and working capital before paying for
any other proposed use of proceeds purpose.
If the offering is conducted through a Financial Industry Regulatory
Authority, Inc. member firm, standard FINRA commissions will be paid.
PLAN OF DISTRIBUTION
We will sell the common shares ourselves. If the offering is conducted
through a FINRA member firm, standard FINRA commissions will be paid.
If broker-dealers assist us in the sale of our common stock, we will
file an amendment to our registration statement that provides the
name(s) of the broker-dealer(s), describes the relationship between us
and such broker-dealer(s) and identifies the broker-dealer(s) as
underwriter(s).
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We will be selling our shares using our best efforts and no one has
agreed to buy any of our shares. There is no minimum amount of shares
we must sell so no money raised from the sale of our stock will go into
escrow, trust or another similar arrangement.
Charles D. Hamilton, an officer and director, is offering the common
shares. Mr. Hamilton will contact business associates of the officers
and directors to solicit sales. No sales materials in addition to this
prospectus will be used to market the securities. Oregon Mineral will
register the common stock and Mr. Hamilton will initially offer the
common stock in the state of California. The securities may be
registered and sold in other, yet to be determined, states.
Mr. Hamilton will be relying on the safe harbor in Rule 3a4-1 of the
Securities Exchange Act of 1934 to sell the common shares. No sales
commission will be paid for common shares sold by Mr. Hamilton.
Mr. Hamilton is not subject to a statutory disqualification and is not
an associated person of a broker or dealer. Additionally, Mr. Hamilton
primarily performs substantial duties on behalf of Oregon Mineral
otherwise than in connection with transactions in securities.
Mr. Hamilton has not been a broker or dealer or an associated person of
a broker or dealer within the preceding 12 months and he has not
participated in selling an offering of securities for any issuer more
than once every 12 months other than in reliance on paragraph (a)4(i)
or (a)4(iii) of Rule 3a4-1 of the Securities Exchange Act of 1934.
Mr. Hamilton may be deemed to be an underwriter of our offering within
the meaning of that term as defined in Section 2(11) of the Securities
Act.
The offering will commence on the effective date of this prospectus and
will terminate on or before June 30, 2011.
Our common stock is not traded over the counter. We intend to contact
an authorized OTC Bulletin Board market maker for sponsorship of our
securities on the OTC Bulletin Board.
These are no finders.
Under the rules of the Securities and Exchange Commission, our common
stock will come within the definition of a "penny stock" because the
price of our common stock on the OTC Bulletin Board is below $5.00 per
share. As a result, our common stock will be subject to the "penny
stock" rules and regulations. Broker-dealers who sell penny stocks to
certain types of investors are required to comply with the Commission's
regulations concerning the transfer of penny stock. These regulations
require broker-dealers to:
- Make a suitability determination prior to selling penny stock to
the purchaser;
- Receive the purchaser's written consent to the transaction; and
- Provide certain written disclosures to the purchaser.
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These requirements may restrict the ability of broker/dealers to sell
our common stock, and may affect the ability to resell our common
stock.
BUSINESS OPERATIONS
Organization
Oregon Mineral was incorporated as Swan Land and Cattle Company in the
state of Wyoming on November 9, 1999. On November 17, 1999, the name
was changed to U.S. Sonix, Inc. On March 27, 2000, the name was
changed to Advanced Mineral Technologies, Inc. On November 20, 2009,
we filed an amendment to the Articles of Incorporation that changed our
name to Oregon Mineral Technologies and increased our authorized common
stock to 100,000,000 common shares.
Since inception, Oregon Mineral has been formulating plans to process,
market and distribute a mineralized clay classified as pyrophyllite.
Oregon Mineral has acquired the mineral interest of pyrophyllite ore
located in the Wizard Island # 1 mining claim situated in Douglas
County, Oregon. Oregon Mineral must locate the clay to be mined.
Oregon Mineral has not begun material operations and has a history of
losses. Net losses for the nine months ended September 30, 2009 and
the year ended December 31, 2008 were $20,379 and $18,182,
respectively.
Product
Oregon Mineral will process, market and distribute OR-GRO, an altered
and mineralized volcanic clay classified as pyrophyllite that when used
as a soil amendment, enhances the growth and health of plants. OR-GRO
at 60-mesh size measurement or 600 particles per square inch will be
used for soil amendment. OR-GRO at 325-mesh size measurement or 3250
particles per square inch will be sold as filler for insecticides,
fungicides, cosmetics and spas.
OR-GRO mineralized clay has features that can release locked up
phosphates in sols. There are no other know clay deposits with these
properties. There is one other deposit in North America classified as
Na-Rectorite which lacks the antibacterial properties found in our
deposits. Our clay deposits are classified as K-Rectorite and consist
of homogenous soft clay making excavation a simple process. Phosphate
pollutants are of a major concern to all agriculture ground bordering
waterways. The many trace elements that are in the clay become readily
available when put into contact with soil bacteria. These mineral
deficiencies are typically exhibited in agriculture crops. Based on
in-house testing, a 10-mesh size measurement or 100 particles per
square inch of OR-GRO covers one acre.
Geologists have determined that our deposit was naturally formed by
volcanic activity and contains over forty minerals including silicon,
iron, potassium, magnesium, calcium and phosphate just to name a few.
Recent in-house research has also shown that the clay is effective in
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destroying many strains of bacteria including, but not limited to
mycobacterium ulceans, e.coli and salmonella and antibiotic-resistant
bacteria, such as MRSA. Our clay has shown to be effective against all
gram-positive and gram-negative bacteria. As a result of this testing,
Oregon Mineral will assess the marketability and feasibility of the
clay deposits in the antimicrobial industries.
Additionally, in-house testing has shown that some types of clay have
medicinal properties, including but not limited to destroying certain
kinds of antibiotic-resistant bacteria, such as MRSA.
Packaged product is offered in 1 lb., 5 lb., 20 lb. and 40 lb.
Containers. One-ton bulk bags are also available. The majority of
volume will be available in 40 lb. bags. Pricing will be as follows:
Container size Retail/Wholesale Price
-------------- ----------------
1 lb. $ 4.50- $ 2.25
5 lb. 8.50 4.25
20 lb. 30.00 15.00
40 lb. 40.00 20.00
Pricing and packaging will depend on type of markets being targeted.
Historically package sizes have been 1 lb, 5 lb, 20 lb, 40 lb, 1-ton
bags and containers. Material was processed to a 10 mesh minus mesh
size and pricing ranged from $ .50 to $ 3.00 per pound retail. The
mesh size refers to the size of a clay particle. The finer the grind,
the higher the mesh size. For example, a 50-mesh screen means it has
50 open spaces per linear inch. A 325 mesh has 105,625 holes per
square inch. Our market research has indicated that a finer more
micronized processing to as fine as 325 mesh will open a sizeable
market that will allow a pricing structure of more than 10 times the
courser mesh product.
Purchase of Mining Claim
On February 29, 2005, Oregon Mineral entered into a mining claim sales
contract with James Lane, Dorman Cox, Erik Thompson, Lee Meyer, Bobbie
Meyer, Charles Hamilton, Laurel Hamilton and Raymond Huckaba
("Sellers") to purchase mining claims located at East 1/2 of Section
11, the Southwest 1/4 of Section 12, the South 1/2 of Section 14, the
South 1/2 of Section 13 and the West 1/2 of Section 18, township 29
south Range 3 East, WWM, Douglas County Oregon. The transaction closed
on July 29, 2005. The purchase price was 400,000 common shares of
Oregon Mineral. Charles Hamilton is the sole officer and director of
Oregon Mineral.
To date, Oregon Mineral has incurred approximately $15,000 in expenses
due to Raymond Huckaba for assessment work and payments of $5,000 per
year to Rogue Silicates under the lease agreement in addition to the
400,000 common shares issued to Rogue Silicates. At September 30,
2009, Oregon Mineral had notes to Ray Huckaba for $1,002 and to Rogue
Silicates for the $5,000 per year discussed above.
17
Description of Rock Formation. The rock formation is a homogenous
deposit of mineralize clay primarily pyrophyllite. Geologist have
determined this deposit was naturally formed by volcanic activity. A
Dacite Porphyry rock was altered over a long period of time to a non-
toxic, non-carcinogenic bluish colored material.
Location and Means of Access. The mining pit titled Rogue #11-
Douglas County-Recording number-2004-029662-BLM recording #ORMC 159285
is on a 20 acre Lode Claim within a 160 acres Associated Placer Claim.
The Lode Claim is Wizard Island #1 owned by Rogue Silicates located in
Township 29-South, Range 3-East, in Section 11. To access the mine,
drive north from Medford Oregon on Highway 62 to Union Creek
approximately 55 miles, turn left on Highway 230 to Diamond Lake and go
7 and one half miles, turn left on Foster Creed Road (6540), stay on
6540 for 4 miles.
Present Condition of Property. The pit is open. The overburden
has been removed and the deposit is ready for production.
Mechanical Equipment/Electrical Power. There is no mechanical
equipment/electrical power at the mine or the proposed site.
History and Chronology of Previous Operations and Operators.
- 1981 - Raymond Huckaba filed 3 lode claims on the Foster Creek
area, Radee 1-2 and 3.
- 1982 - Samples of the massive pyrites were sent to Umpqua Research
Center.
- 1983 - Raymond Huckaba started small field test.
- 1984 - Geologist Lloyd Frizzel looked at property and determined
the clay was massive and could be filed as Associated Placer Claims.
Raymond Huckaba and Dave Pittock conducted tests with 9.5 alkali soils
from Eastern Oregon, using pyrites as a soil amendment. Further tests
were conducted with the clay on soils with a 5.5 ph.
- 1985 -Raymond Huckaba drilled 5 holes, the deepest at 500 feet,
over one half miles apart. Mr. Huckaba built a bridge over Foster
Creek, opened a pit and hauled 1200 tons of material to the Sprague
River Ranch for test on barley. In the fall of 1985, Endurance
Minerals conducted geological work on the property with Dr. Bayrock.
The first market study was conducted by Canadian Research using the
clay as a soil amendment.
- 1986 - Endurance Minerals conducted field tests in three
locations. Two of the field tests were discarded when it was found
that the locations had been fertilized prior to the test. After the
results of the field test, a new market study was done.
- 1987 - Dr. Albert Wells was hired to draw up plans for a
processing plant. Additionally, Endurance Minerals conducted a
drilling program to verify results of the drilling done in 1985 by
Raymond Huckaba. They blocked out 42 million tons of marketable ore.
- 1990 - Raymond Huckaba took a track drill supervised by geologist
and mining engineer Tom Ferrero and extended the area of clay. 2000
tons of materials were hauled to the White City storage facility where
it was dried and stockpiled.
18
- 1991 - aerial photos were taken and pins set to measure removal of
the clay. Also, the University of Florida began work using silicon
fertilizer to control the phosphate leaching into the water shed. In
1991, the name of the claims Radee was changed to Rogue.
- 1992 - World Organics, Inc., an affiliate, leased the mines. 200
tons were mined and sold to Klamath Orchards and a large-scale test
proved an increase in crop production from 600 to 1000 crates of pears.
400 tons were mined and stockpiled at the mill site accessible by
Highway 230. Geo-Chem tests were performed over a large area by Tom
Ferrero. Also in 1992, the US Forest Service conducted an
Environmental Assessment (NEPA) study.
- 1993 - US Forest Service signed a Plan of Operation.
- 1994 - Pit #2 was opened, stockpiling 5 feet of overburden for
future reclamation. 26,000 tons of oxidized material was removed and
stockpiled for future use as a roofing tile.
- 1995 - World Organics, an affiliate, set up a test plan in White
City and packaged 200 tons of clay.
- 1996 - The product Or-Gro was introduced at two farm trade shows.
- 1997 - Malvin Robinson started processing material at Gold Hill,
Oregon and marketed Or-Gro under a non-exclusive agreement. Mr.
Robinson died in 2004.
- 1999 - University of Florida made their final report and the clay
(Or-Gro) was classified as a silicon fertilizer.
- 2000 - Oregon Mineral was formed, mineral interests purchased,
lease agreements entered into and options obtained. Funding options
were formulated and pursued.
- 2003 - Clay was shipped to Industrial Minerals located in
Sacrament, CA. The clay was processed into 325 mesh and sold to client
companies, Eee-Wa-Kee and Bio-Organics.
- 2005 - Eee-Wa-Kee conducted tests showing that a negative hydrogen
ion may be partially responsible for some of the positive tests.
All of our mining claims, optioned or leased, are federal mining claims
managed by the United States Forest Service.
Rogue Silicates Option to Purchase Mining Claims.
On June 1, 2000, Rogue Silicates, Inc. an Oregon corporation and a non-
affiliate, granted Oregon Mineral an option to purchase certain mining
claims, also known as the Wizard Island Mining Claims and the Rogue
Mining Claims, located in Section 13, 14 and 15 Township 29 South,
Range East, Willamette Meridian, Douglas County, Oregon. The option
fee is part of the $5,000 maintenance fee described below. The option
is exercisable on or before June 1, 2008 by payment of the option
purchase price of $10,000,000. The purchase price will be paid at
closing in cash or by cashier's check or company stock providing the
company is a publicly traded company. The option expired on June 1,
2008 and Oregon Minerals has not yet negotiated an extension or renewal
of this option.
19
Rogue Silicates Mining Claim Lease Agreement.
In conjunction with the option, Rogue Silicates and Oregon Mineral
entered into a mining claim lease agreement whereby Rogue Silicates
leased two mining claims under option to Oregon Mineral. The term of
the lease began June 1, 2000 and will continue until Oregon Mineral has
purchased the optioned mining claims. Under the lease agreement,
Oregon Mineral pays $5,000 per year to maintain the properties and mine
from the open pit. Oregon Mineral has the right to open new pits,
drill new sites and haul up to 10,000,000 tons of material from
anywhere on the Rogue mining claims. Oregon Mineral will be
responsible to renew any permits in 2008 and to obtain additional
permits if new areas are opened to be mined, not previously covered by
current permits. There is no specific termination clause, however, if
Oregon Mineral abandons the property, does not pay the required lease
fee and has not actively pursued its mining operation, Rogue Silicates
may enter the property and dispose of any of Oregon Mineral's personal
property.
Rogue Silicates Purchase Agreement.
On April 20, 2000, Oregon Mineral acquired the mineral interest of
pryophyllite ore located in the Wizard Island # 1 mining claim situated
in Douglas County, Oregon from Rogue Silicates, Inc., a then non-
affiliate, controlled by Bruce Mesman. Oregon Mineral agreed to buy
10,000,000 tons of pyrophyllite for 5,000,000 shares of common share.
The stock has been valued at its par value of $.001 per share
The agreement with Rogue Silicates only gives us the right to mine 10
million tons of clay material, if we can locate it on the property.
Rogue Silicates does not take responsibility for finding the clay
materials. We may locate substantially less than the 10,000,000 tons
of clay material that we are permitted to remove.
World Organic Option to Purchase Mining Claims.
On April 4, 2006, World Organic, Inc. an Oregon corporation and an
affiliate, granted Oregon Mineral an option to purchase mining claims
commonly known as the Rabbit Ears and Rogue Mining Claims, located at
Section 19, 23 and 24 Township 29 South, Range 3 East, Willamette
Meridian, Douglas County, Oregon. The option fee is $1.00 and annual
assessment work consisting of sampling on all claims and clearing
roads. The option is exercisable on or before January 1, 2009 by
payment of the option purchase price of $3,000,000. The purchase price
will be paid at closing in cash or by cashier's check or company stock
providing the company is a publicly traded company. This option
expired on January 1, 2009 and Oregon Mineral has not yet negotiated an
extension or renewal of this option.
World Organic Mining Claim Lease Agreement.
In conjunction with the option, World Organic and Oregon Mineral
entered into a mining claim lease agreement whereby World Organic
leased to mining claims under option to Oregon Mineral. The term of
the lease began April 4, 2006 and will continue until Oregon Mineral
20
has purchased the optioned mining claims. Under the lease agreement,
Oregon Mineral agreed to pay to World Organic the sum of annual
assessment work and filing fees per year to maintain the properties and
mine from the open pit. Oregon Mineral must use the property
exclusively as a mining claim with all rights as a mining claim, no
timber shall be removed not associated with mining operations and water
shall not be sold or removed from the property without a purchase from
World Organic or until the optioned property has been purchased by
Oregon Mineral.
Other Agreements.
Effective December 20, 2006, Oregon Mineral contracted Rogue Silicates,
Inc., an affiliate, to mine and process clay from the Rogue mines for
$60.00 per ton at the mine site to a ten mesh size. Rogue agreed to
utilize its account with Industrial Mineral of Sacramento, CA to
process any material to a finer mesh at the cost of $275 per hour.
Additionally, Rogue Silicates leased one of its two 5 acres mill sites
known as Rogue Mill Site #1 and #2 by Highway 230 to Oregon Minerals
for $200 per year.
Lastly, Rogue Silicate agreed to handle the mining, processing and
shipping for Oregon Mineral. A minimum run will be 10,000 tons with an
escrow account to be set up to pay for operations.
There is no specific termination clause in the agreement.
On December 23, 2006, Oregon Mineral purchased pyrophyllite clay as
needed for a price of $50 per ton. Oregon Mineral shall be solely
responsible for the expenses associated with shipping. Oregon Mineral
has the right of inspection of the clay at the mine site. There is no
specific termination clause in the agreement.
Permits. Plan of operation permits must be obtained from the district
ranger of the USDA. We have obtained the permits necessary to mine the
reserves. The permits must be renewed every five years. The next
renewal permit is required for 2008.
We do not have any patents, trademarks, licenses, franchises,
concessions, royalty agreements or labor agreements.
Government Regulation. Federal, state and local authorities regulate
the mining industry on a wide range of matters that will affect our
operations, including:
- Limitations on land use,
- Permitting requirements,
- Air quality standards,
- Water pollution,
- Plant and wildlife protection,
- Reclamation and restoration of excavating properties after
excavating is completed,
21
- The discharge of materials into the environment
- The effects that excavating has on groundwater quality and
availability.
Since regulatory requirements as to these matters could have a material
adverse effect on our business, financial condition and results of
operations, a NEPA study was conducted and we have obtained excavating
permitting as required by various federal, state and local authorities
including data pertaining to the impact that any proposed exploration
for or production of clay may have upon the environment.
Excavating operations require numerous governmental permits and
approvals. We may be required to prepare and present to federal, state
or local authorities data pertaining to the impact that any proposed
exploration for or production of clay may have upon the environment.
It may be costly and time-consuming to comply with these requirements
and may delay commencement of exploration or production operations.
New legislation regulations or orders may materially adversely affect
our excavating operation, our cost structure or our customer's ability
to use clay, and since we fall into the guidelines already affecting
the sand and gravel industry we do not expect any new regulations that
would be beyond those affecting that industry.
Reclamation and Mine Closure Accruals. Federal and state
statutes require us to restore mine property in accordance with
specific standards and to have an approved reclamation plan, and
require that we obtain and periodically renew permits for excavating
operations. We currently have these permits and approved reclamation
plans with the above agencies, and intend to maintain and renew these
permits and plans as required.
Impact of Air Quality Regulations on Clay Consumption. The
Federal Clean Air Act, including the Clean Air Act Amendments of 1990,
and corresponding state laws that regulate this should have an impact
similar to current regulations affecting the sand and gravel industry.
Mine Safety and Health. Federal and state safety health
regulations in the clay excavating industry should be comparable to
that of the sand and gravel industry and as such we would expect to
follow those regulatory guidelines.
Research and Development
We have not spent any funds on research and development activities
during the last two fiscal years.
Transportation
Transportation from the above described mine sites in Douglas County
will utilize a four-mile Forest Service road. The road is gravel, one
lane access with turnouts. The mine site is an open pit that is ready
for excavating clay. The proposed mill site is Rogue Mill site #1. It
is 5 acres and is 300 feet from Highway 230 and four miles away from
22
the mine site just before the access road intersects with a state
highway. The mill site is ten acres with ample space for processing
and storage. The mill will be completely portable and will be removed
each fall whether it is leased, contracted for or owned by Oregon
Mineral. If we need to process clay in the winter, we will lease
property in the Beaver March area on Highway 97 which is 34 miles from
the mine. This is the only mill site we intend to operate.
We will use open pit excavating wherever possible because it will allow
us to recover more clay per acre and facilitate the permitting of
larger projects, which will allow excavating to continue over a longer
period of time than would be the case using other excavating methods.
Manufacturing
Satisfying production schedules to specification is our primary
manufacturing goal. The preferred material sizes are 60 to 200 mesh.
60 to 200 mesh is used for agriculture. 200 minus is used for all
other applications' products. 60 mesh materials will be screened. 200
minus and smaller will be air separated as a particle as small as 200
mesh will float in the air. Excavation, drying, milling and packaging
will be the main manufacturing process.
Excavating
The clay is soft and is simply ripped, stockpiled and loaded in trucks
with a wheel loader and then hauled to the mill at the proposed Chemalt
site. It will then be fed through an impact mill and sized to the
proper mesh and bagged in 50 pound bags. Space at the site is adequate
for this operation. The variables include weather, impurities and
volume.
Weather
The weather will impact the process. From December into May, snow
normally covers the area. During the summer, temperatures can exceed
90 degrees Fahrenheit and afternoon rains sometimes occur. With rain,
excavating during the summer/fall period, weight will be added to the
product and the freight costs will increase. By using the sun, air-
drying of the product can be accomplished in between rain occurrences,
decreasing drying/freight costs.
We will normally have 120 days a year of air drying based on past
weather patterns. Offsite drying will be performed on volumes
exceeding the capacity of the mining site for air-drying. Separation
of dried and wet clay will be staged at the mine site.
Approximately 1875 tons of clay can be ripped and air-dried on two
separate grids every 3 days during summer heat. Once dry, the clay can
be stored for crushing or shipped to another processing plant.
23
Impurities
The impurities in the deposit have to be identified and stockpiled. The
vegetative growth and glacier till make up the top four feet of the
product. The next 16 to 20 feet are an oxidized material that lacks
the sulphur that pyrites contain, which in turn causes oxidization
changing the color from blue to red. This product will be used as a
silicon fertilizer for sulphur and iron sensitive crops. Below this
layer is the blue clay referred to as Or Gro. It is un-oxidized and
used for all other applications in the agriculture market, or can be
utilized as fungicide or pesticide fillers.
The present site does not present a storage problem. The mill site is
four miles away from the clay deposit. Block drilling suggests no
significant volume exists at this site. Block drilling shows that the
stockpile site is resting on a layer of volcanic ash 200 feet deep.
Contamination of this material would not adversely affect the product.
Volume
Given the site conditions, access limits the volume transportable
without enhancement. Levels of 250,000 tons represent 7800 loads of 32
tons. For a five-day week at 10 hours operation for 22 weeks would be
the minimum loading time allotted by seasonal conditions. With this
parameter, 71 trucks will need to be loaded and navigated on this four-
mile stretch each day. We will first go to a 7 day 24 hour per day
operation when we reach maximum operation we will widen the haul road,
open other excavating sites and conveyors to alleviate this variable.
Any transportation of larger volumes requiring trucks, trains or barges
will be managed by Don Brazale and Associates on an as needed basis.
No written agreement has been entered into with Don Brazale and
Associates.
Drying
This process insures product specification of less than 8% moisture.
More than 8% moisture will increase drying time and freight costs.
Less than 6% moisture would cause dusting.
Due to the cost of removing moisture with drying equipment, the first
option will be to air dry. As much as 125,000 tons can be air-dried
under normal weather conditions. The mill site can be set up to spread
additional material for drying.
Drying equipment is available for lease. If late season mining is
required due to product demand, air-drying may not be possible. The
proposed processing plant site in the Chemalt area will be a 34 mile
haul from the mine site, rain fall at the mine site is approximately 65
inches per year and 34 miles east the rainfall is 7 inches per year.
The cost will be factored into this process based on overrun.
24
Milling and Packaging
Milling crushes the clay to specified size. Equipment capable of this
task varies in cost and output. Our initial plans include
contingencies based on large single order potential
At the deposit and/or the mill site, milling will be performed for
initial volume requirements. Over 20,000 tons will be able to be
produced in 90 days with an 8-hour day operation. Downtime potential
has been subtracted from available run time. Daylight hours during the
mining season would permit longer workdays.
Once tonnage exceeds maximum capability, unprocessed dry material can
be freighted, if necessary to another, yet to be determined, location.
Mobile equipment that can effectively handle increased volume will be
available to lease.
Finished material can either be transported in bulk sale or to a
packaging/storage area to be built on the optioned mining claim in the
Chemalt area, 34 miles from the mine. The property will be purchased
with proceeds of this offering and utilized for storage, packaging and
off-season milling as it has only 7 inches of rainfall per year, is
located on a usable highway, has rail facilities and a major gas line.
As of June 30, 2006, Rogue Silicates mined and transported 2,000 tons
of material to a storage area 34 miles from the mining property. The
bagged clay was trucked back to Merlin OR, and stored in a rented
building. All of the material was sold in sample lots. The storage
building is no longer rented. The proposed processing facility is
located approximately 40 miles from the mining property in Chemalt,
Oregon.
Effective December 20, 2006, Oregon Mineral contracted Rogue Silicates,
Inc., an affiliate, to mine and process clay from the Rogue mines for
$60.00 per ton at the mine site to a ten mesh size. Rogue agreed to
utilize its account with Industrial Mineral of Sacramento, CA to
process any material to a finer mesh at the cost of $275 per hour.
As soon as feasible, Oregon Mineral will be responsible for processing
and preparing the product for shipment with equipment to be purchased.
Initially, 1,000 tons will be processed. The unprocessed clay will be
sized and bagged as needed for research and development, marketing or
sales.
The Market
Several markets exist for this product. The following categorizes the
agriculture markets
1. Commercial farming (organic) (Non-organic)
2. Greenhouses
3. Horticulture growers (nurseries)
4. Potting soil manufactures
5. Seed growers
25
6. Retail (home gardening)
7. Landscape services
8. Use as a fungicide and a fungicide filler
The largest market close to the mine is commercial farming.
Marketing
The agricultural market is presently seeking economical sources of
Silicon Fertilizer. In addition to direct sales efforts, Oregon
Mineral's initial focus will be to develop and market to the wholesale
market channels, such as small and local distributors who market to
farmers, both commercial and organic, nurseryman, landscapers and
others.
Each of the broad markets identified above, will have specific
marketing and sales strategies agendas targeting that market segment.
Crisis situations such as the current phylloxera infestations occurring
in the grape stock industry will be targeted heavily.
Target Markets
Oregon Mineral will concentrate on the horticultural segment of the
market where the greatest potential for economic benefit is expected.
We will select distributors and commission agents who already have an
agriculture customer base and who are receptive to the potential market
for OR-GRO.
Advertising and Promotion
We intend to work with seasoned and capable advertising and public
relations people who will assist in developing a comprehensive
advertising and public relations program. Advertising will be done
independently and cooperatively with distributors and companies with
whom the company has joint marketing /sales relationships.
Oregon Mineral will develop a professional web site. The website is
currently under construction but is reserved under the following domain
address - OR-GRO.net.
Early promotional efforts will be to exhibit photos and create videos
of plants that show results from the use of OR-GRO. Included with the
photos and videos will be scientific proof that silicon fertilizer is
essential in sustaining crop yields. The web site will be included in
all the promotion and printed material.
Competition
There are products on the market, which are effective soil amendments.
Organic fertilizers range from $550 to $998 per ton. Most are used to
address the soil structure, which enhances plant health, (kelp meal,
blood meal, and bone meal). The products that are our greatest
competition consist of byproducts of industrial slag containing
26
amorphous silica, an industrial waste product. All of our competitors
are larger and have substantially greater financial, marketing and
other resources than us. We will compete on the basis of customer
preference and cost.
These products do increase yield and nutrient levels, but none exhibit
the percentage gains of OR-GRO obtained through our field testing.
Tests were conducted on a wide variety of vegetables showing the Oregon
Mineral could get 15% to 42% at 1 ton per acre at 10 mesh compared to
using 4 to 15 tons per acre of our competitors' products.
Rock dust costs about $350 per ton delivered to a customer in
Washington from British Columbia.
Horticultural silicon fertilizers include potassium silicate and sodium
silicates priced as high as $1,800 per ton depending on their soluble
silicon levels. Commercial farming utilizes calcium silicates (rec-
lime) and in some instances finely ground basalt with application rates
as high as 15 tons per acre with cost of $45 per ton.
Employees
Charles D. Hamilton, an officer and director is currently our only
employee. Additional employees will be hired as funds allow. In the
immediate future, Oregon Mineral will hire a general manager and a
secretary.
Reports to Security Holders
After this offering, we will become a fully reporting company under the
requirements of the Exchange Act, and we will file the necessary
quarterly and other reports with the Securities and Exchange
Commission. The reports and other information filed by us will be
available for inspection and copying at the public reference facilities
of the Securities and Exchange Commission located at 100 F Street, NE,
Washington, D.C. 20549.
Copies of such material may be obtained by mail from the Public
Reference Section of the Securities and Exchange Commission at 100 F
Street, NE, Washington, D.C. 20549, at prescribed rates.
Information on the operation of the Public Reference Room may be
obtained by calling the SEC at 1-800-SEC-0330. In addition, the
Commission maintains a World Wide Website on the Internet at
http://www.sec.gov that contains reports, proxy and information
statements and other information regarding registrants that file
electronically with the Securities and Exchange Commission.
Properties
Our office space at 50 Beekman Sq. Jacksonville, Oregon, 97530 is
provided free of charge from Mr. Charles Hamilton, the sole officer and
director. Our office space consists of 900 square feet.
27
DILUTION
Assuming completion of the offering, there will be up to 18,765,231
common shares outstanding. The following table illustrates the per
common share dilution as of September 30, 2009 that may be experienced
by investors at various funding levels.
Funding Level $5,000,000 $2,500,000 $1,250,000 $625,000
----------- ----------- ----------- ----------
Offering price $2.00 $2.00 $2.00 $2.00
Net tangible book
value per common
share before offering (.003) (.003) (.003) (.003)
Increase per common
share attributable to
investors .243 .153 .073 .033
------ ------ ------ ------
Pro forma net tangible
book value per
common share after
offering .24 .15 .07 .03
------ ------ ------ ------
Dilution to investors 1.76 1.85 1.93 1.97
Dilution as a
percentage of
offering price 88.0% 92.5% 96.5% 98.5%
Based on 16,265,231 common shares outstanding as of September 30, 2009
and total stockholder's deficit of $(40,077) utilizing unaudited
September 30, 2009 financial statements.
The officers, directors, promoters and affiliated persons paid $.001
per common share in comparison to the offering price of $2.00 per
common share.
Further Dilution
In the future, Oregon Mineral may issue equity and debt securities: Any
sales of additional common shares may have a depressive effect upon the
market price of Oregon Mineral's common shares and investors in this
offering.
DIVIDEND POLICY
We have never declared or paid any dividends. In addition, we
anticipate that we will not declare dividends at any time in the
foreseeable future. Instead, we will retain any earnings for use in our
business. This policy will be reviewed by our board of directors from
time to time in light of, among other things, our earnings and
financial position.
28
No distribution may be made if, after giving it effect, we would not be
able to pay its debts as they become due in the usual course of
business; or the corporation's total assets would be less than the sum
of its total liabilities plus (unless the articles of incorporation
permit otherwise) the amount that would be needed, if we were to be
dissolved at the time of the distribution, to satisfy the preferential
rights upon dissolution of shareholders whose preferential rights are
superior to those receiving the distribution. The board of directors
may base a determination that a distribution is not prohibitive either
on financial statements prepared on the basis of accounting practices
and principles that are reasonable in the circumstances or on a fair
valuation of other method that is reasonable in the circumstances.
DETERMINATION OF OFFERING PRICE
The offering price of the common shares was arbitrarily determined by
Oregon Mineral based on the financial needs of Oregon Mineral without
regard to the book value or market value, if any, of our common shares.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
Trends and Uncertainties
Oregon Mineral is in the development stage, has not commenced material
operations and has sustained a loss to date. The demand for our
products would be negatively affected by adverse weather conditions,
impurities in the clay and volume limitations.
29
Investing Activities
Since inception, Oregon Mineral has pursued limited investing
activities. For the nine months ended September 30, 2009, Oregon
Mineral did not pursue any investing activities.
For the nine months ended September 30, 2008 and the years ended
December 31, 2008 and 2007, Oregon Mineral did not pursue any investing
activities.
Financing Activities
For the nine months ended September 30, 2009, Oregon Mineral received
proceeds from notes payable-related party of $6,000 and cash received
from the issuance of common stock of $1,405. As a result, Oregon
Mineral had net cash from financing activities of $7,405 for the nine
months ended September 30, 2009.
For the nine months ended September 30, 2008, Oregon Mineral received
proceeds from notes payable-related party of $12,114. As a result,
Oregon Mineral had net cash from financing activities of $12,114 for
For the year ended December 31, 2008, Oregon Mineral received proceeds
from notes payable-related party of $12,114. As a result, Oregon
Mineral had net cash from financing activities of $12,114 for the year
ended December 31, 2008.
For the year ended December 31, 2007, Oregon Mineral received proceeds
from notes payable-related party of $14,455. As a result, Oregon
Mineral had net cash from financing activities of $14,455 for the year
ended December 31, 2008.
Results of Operations
We are a development stage company and have not yet commenced material
operations.
For the nine months ended September 30, 2009, we received revenues of
$13,750 with a cost of revenues of $4,180. For the nine months ended
September 30, 2009, we had operating expense of $27,394 that consisted
of basic operating expenses necessary to pursue operations and
consulting and professional fees of $16,297. Comparatively, for the
nine months ended September 30, 2008, we received revenues of $1,875
with a cost of revenues of $1,225 with operating expenses of $14,586
that consisted of basic operating expenses necessary to pursue
operations and professional fees of $6,294.
For the year ended December 31, 2008, we received revenues of $1,875
with a cost of revenues of $1,225. For the year ended December 31,
2008, we had operating expense of $15,944 that consisted of basic
operating expenses necessary to pursue operations. Comparatively, for
the year ended December 31, 2007, we received revenues of $7,420 with a
30
cost of revenues of $6,509 with operating expenses of $13,372
which consisted of basic operating expenses necessary to pursue
operations.
Plan of Operation
In addition to raising at least $625,000 in this offering, our ability
to continue in existence is dependent on our ability to commence full
scale operations.
Milestones: Steps Timeline
1. Excavate material Obtain permits month 1
Identify contractors and freight
companies month 1
Establish processing location months 1-2
Prepare location for bulk storage months 1-2
2. Process Material Establish product specifications month 1
Obtain facility for processing months 2-4
Buy, lease or contract appropriate
equipment month 4
Install Equipment months 4-5
Test-Run material to establish
actual capability month 5
Process and store finished
material to meet sales
projections months 4-12
3. Setup marketing plan Update and approve labeling months 1-3
Produce sales manual months 2-4
Create sales brochures months 2-3
Identify and target potential
Customers months 2-12
Attend trade shows month 7
Milestone 1 needs to be complete prior to commencing milestone 2. No
other milestone needs to be complete to pursue milestone 3.
If insufficient funds are raised in this offering, management will
pursue alternative forms of funding, not yet determined, necessary to
reach the milestones described above.
Going Concern
Oregon Mineral has not yet established an ongoing source of revenues
sufficient to cover its operating costs and allow it to continue as a
going concern. Historically, Oregon Mineral has incurred annual
losses, which have resulted in an accumulated deficit of $139,533 at
September 30, 2009. Oregon Mineral also has a nominal working capital
and negative cash flow from operations. These factors raise substantial
doubt about Oregon Mineral's ability to continue as a going
concern. The ability of Oregon Mineral to continue as a going concern
is dependent on Oregon Mineral increasing sales to the point it becomes
profitable. Oregon Mineral may need to raise additional capital for
31
working capital, processing equipment and marketing to increase its
sales. If Oregon Mineral is unable to increase sales sufficiently or
obtain adequate capital, it could be forced to cease operation.
Management plans to increase sales by increasing its marketing program
and to obtain additional capital from the filing an Form S-1 with the
SEC, registering common stock for entering the public stock market for
sales shares of its common stock. However, management cannot provide
any assurances that Oregon Mineral will be successful in accomplishing
any of its plans.
Off-Balance Sheet Arrangements
Oregon Mineral had no material off-balance sheet arrangements as of
September 30, 2009.
Contractual Obligations Payments due by period
Less than 1 1-3 3-5 More than 5
Contractual obligation Total year years years year
---------------------- ----- ----------- ----- ----- ---------
Long-term debt obligation - - 46,827 - -
Capital Lease Obligations - - - - -
Operating Lease Obligations - - - - -
Purchase Obligations - $6,000 - - -
Other Long-Term Liabilities
Reflected on the Balance Sheet - - - - -
Recently Issued Accounting Pronouncements
In June 2006, FASB issued FASB ASC 740-10 (Prior authoritative
literature: FASB Interpretation No. 48 "Accounting FASB No. 109,
"Accounting for Income Taxes". FASB ASC 740-10 prescribes a
recognition threshold and measurement attribute for the financial
statement recognition and measurement of a tax position taken or
expected to be taken in a tax return. FIN 48 also provides guidance on
de-recognition, classification, interest and penalties, accounting in
interim periods, disclosure, and transition. FASB ASC 740-10 is
effective for fiscal years beginning after December 15, 2006. The
adoption of FASB ASC 740-10 did not have a material impact on the
Company's financial position, results of operations, or cash flows.
In September 2006, the FASB issued FASB ASC 820-10 (Prior authoritative
literature: FASB Statement 157, "Fair Value Measurements"). FASB ASC
820-10 defines fair value, establishes a framework for measuring fair
value under GAAP and expands disclosures about fair value measurements.
FASB ASC 820-10 applies under other accounting pronouncements that
require or permit fair value measurements. Accordingly, FASB ASC 820-10
does not require any new fair value measurements. However, for some
entities, the application of FASB ASC 820-10 will change current
practice. The changes to current practice resulting from the
application of FASB ASC 820-10 relate to the definition of fair value,
the methods used to measure fair value and the expanded disclosures
about fair value measurements. The provisions of FASB ASC 820-10 are
effective as of January 1, 2008, with the cumulative effect of the
change in accounting principle recorded as an adjustment to opening
32
retained earnings. However, delayed application of this statement is
permitted for nonfinancial assets and nonfinancial liabilities, except
for items that are recognized or disclosed at fair value in the
financial statements on a recurring basis (at least annually), until
fiscal years beginning after November 15, 2008, and interim periods
within those fiscal years. The adoption of FASB ASC 820-10 did not have
a material impact on the Company's financial position, results of
operations, or cash flows.
In February 2007, FASB ASC 825-10 (Prior authoritative
literature: Statement of Financial Accounting Standards No. 159, " The
Fair Value Option for Financial Assets and Financial Liabilities-
Including an Amendment of FASB Statement No. 115 ,") was issued. This
standard allows a company to irrevocably elect fair value as the
initial and subsequent measurement attribute for certain financial
assets and financial liabilities on a contract-by-contract basis, with
changes in fair value recognized in earnings. The provisions of this
standard were effective as of the beginning of fiscal year 2008, with
early adoption permitted. The adoption of FASB ASC 825-10 did not have
a material impact on the Company's financial position, results of
operations, or cash flows.
In March 2007, FASB ASC 715-60 (Prior authoritative literature: EITF
Issue No. 06-10, "Accounting for Collateral Assignment Split-Dollar
Life Insurance Agreements"). FASB ASC 715-60 provides guidance for
determining a liability for the postretirement benefit obligation as
well as recognition and measurement of the associated asset on the
basis of the terms of the collateral assignment agreement. FASB ASC
715-60 is effective for fiscal years beginning after December 15, 2007.
The adoption of FASB ASC 715-60 did not have a material impact on the
Company's financial position, results of operations, or cash flows.
In December, 2007, the FASB issued FASB ASC 805 (Prior authoritative
literature: SFAS No. 141(R), "Business Combinations"), which
established the principles and requirements for how an acquirer
recognizes and measures in its financial statements the identifiable
assets acquired, the liabilities assumed, any non-controlling interest
in the acquiree and the goodwill acquired. FASB ASC 805 also
establishes disclosure requirements to enable the evaluation of the
nature and financial effects of the business combination. FASB ASC 805
is effective the first annual reporting period beginning on or after
December 15, 2008 and is not expected to have any impact on the
Company's financial statements.
In December, 2007, the FASB issued FASB ASC 810-10-65 (Prior
authoritative literature: SFAS No. 160, "Noncontrolling Interests in
Consolidated Financial Statements", an amendment of ARB No. 51). FASB
ASC 810-10-65 will change the accounting and reporting for minority
interests which will be characterized as noncontrolling interests and
classified as a component of equity. This new consolidation method will
significantly change the accounting for transactions with minority
interest shareholders. This standard is effective for fiscal years and
interim periods within those fiscal years beginning on or after
December 15, 2008.and is not expected to have an impact on the
Company's financial statements.
33
In March 2008, the FASB issued FASB ASC 815-10 (Prior authoritative
literature: SFAS No. 161, "Disclosures about Derivative Instruments and
Hedging Activities"), which is effective January 1, 2009. FASB ASC 815-
10 requires enhanced disclosures about derivative instruments and
hedging activities to allow for a better understanding of their effects
on an entity's financial position, financial performance, and cash
flows. Among other things, this standard requires disclosures of the
fair values of derivative instruments and associated gains and losses
in a tabular formant. This standard is not currently applicable to the
Company since we do not have derivative instruments or engage in
hedging activity.
In May 2008, the FASB issued FASB ASC 944 (Prior authoritative
literature: SFAS No. 163, "Accounting for Financial Guarantee Insurance
Contracts - an interpretation of FASB Statement No. 60"). FASB ASC 944
interprets Statement 60 and amends existing accounting pronouncements
to clarify their application to the financial guarantee insurance
contracts included within the scope of that Statement. This standard
is effective for financial statements issued for fiscal years beginning
after December 15, 2008, and all interim periods within those fiscal
years. As such, the Company is required to adopt these provisions at
the beginning of the fiscal year ended March 31, 2009. The Company
does not believe this standard will have any impact on the financial
statements.
In April, 2009, the FASB issued FASB ASC 810-10-65 (Prior authoritative
literature: SFAS No. 164, "Not-for-Profit Entities: Mergers and
Acquisitions") which governs the information that a not-for-profit
entity should provide in its financial reports about a combination with
one or more other not-for-profit entities, businesses or nonprofit
activities and sets out the principles and requirements for how a not-
for-profit entity should determine whether a combination is in fact a
merger or an acquisition. This standard is effective for mergers
occurring on or after Dec. 15, 2009 and for acquisitions where the
acquisition date is on or after the beginning of the first annual
reporting period, beginning on or after Dec. 15, 2009. This standard
does not apply to the Company since the Company is considered a for-
profit entity.
In May 2009, FASB issued FASB ASC 855-10 (Prior authoritative
literature: SFAS No. 165, "Subsequent Events"). FASB ASC 855-10
establishes principles and requirements for the reporting of events or
transactions that occur after the balance sheet date, but before
financial statements are issued or are available to be issued. FASB ASC
855-10 is effective for financial statements issued for fiscal years
and interim periods ending after June 15, 2009. As such, the Company
adopted these provisions at the beginning of the interim period ended
June 30, 2009. Adoption of FASB ASC 855-10 did not have a material
effect on our financial statements.
In June 2009, the FASB ASC 860-10 (Prior authoritative literature:
issued SFAS No. 166, "Accounting for Transfers of Financial Assets, an
Amendment of FASB Statement No. 140"), which eliminates the concept of
34
a qualifying special-purpose entity ("QSPE"), clarifies and amends the
de-recognition criteria for a transfer to be accounted for as a sale,
amends and clarifies the unit of account eligible for sale accounting
and requires that a transferor initially measure at fair value and
recognize all assets obtained and liabilities incurred as a result of a
transfer of an entire financial asset or group of financial assets
accounted for as a sale. This standard is effective for fiscal years
beginning after November 15, 2009. The Company is currently evaluating
the potential impact of this standard on its financial statements, but
does not expect it to have a material effect.
In June 2009, the FASB issued FASB ASC 810-10-65 (Prior authoritative
literature: SFAS No. 167, "Amendments to FASB Interpretation No.
46(R)") which amends the consolidation guidance applicable to a
variable interest entity ("VIE"). This standard also amends the
guidance governing the determination of whether an enterprise is the
primary beneficiary of a VIE, and is therefore required to consolidate
an entity, by requiring a qualitative analysis rather than a
quantitative analysis. Previously, the standard required
reconsideration of whether an enterprise was the primary beneficiary of
a VIE only when specific events had occurred. This standard is
effective for fiscal years beginning after November 15, 2009, and for
interim periods within those fiscal years. Early adoption is
prohibited. The Company is currently evaluating the potential impact of
the adoption of this standard on its financial statements, but does not
expect it to have a material effect.
In June 2009, FASB issued ASC 105-10 (Prior authoritative
literature: SFAS No. 168, "The FASB Accounting Standards Codification
TM and the Hierarchy of Generally Accepted Accounting Principles - a
replacement of FASB Statement No. 162").FASB ASC 105-10 establishes the
FASB Accounting Standards Codification TM (Codification) as the source
of authoritative accounting principles recognized by the FASB to be
applied by nongovernmental entities in the preparation of financial
statements in conformity with GAAP. FASB ASC 105-10 is effective for
financial statements issued for fiscal years and interim periods ending
after September 15, 2009. As such, the Company is required to adopt
these provisions at the beginning of the fiscal year ending September
30, 2009. Adoption of FASB ASC 105-10 did not have a material effect
on the Company's financial statements.
DIRECTORS, EXECUTIVE OFFICERS AND CONTROL PERSONS
Our bylaws provide that the number of directors who shall constitute
the whole board shall be such number, as the board of directors shall
at the time have designated. Each director shall be selected for a
term of one year and until his successor is elected and qualified.
Vacancies are filled by a majority vote of the remaining directors then
in office with the successor elected for the un-expired term and until
the successor is elected and qualified.
35
The directors, executive officers and significant employees are as
follows:
NAME AGE POSITIONS HELD TERM
Charles D. Hamilton 58 President, CEO, CFO January 3, 2005
Controller, Director to present
The above named director will serve in his capacity as director until
our next annual shareholder meeting to be held within six months of our
fiscal year's close. Directors are elected for one-year terms.
Resumes
Charles D. Hamilton. Mr. Hamilton owned and operated two restaurants
in Oregon, The Hamilton House 1976-1998, 10,000 sq. ft. upscale dining
facility that sold for $1.4M. From 1998-2004 Hamilton developed and
operated the Hamilton River House located on the Rogue River. The
Hamilton River House sold in 2004 for $1.1M. From 1993-1999, Mr.
Hamilton was a director, executive committee member and treasurer of
the Oregon Restaurant Association, where he served to represent over
3,000 Oregon Restaurants. Mr. Hamilton does not have any background in
accounting and/or finance.
Educated at Lewis and Clark College, Mr. Hamilton was awarded a BS
degree in Psychology. Mr. Hamilton did his graduate studies at San
Francisco State (Industrial Psychology and Organizational Behavior).
In 1972, he assisted in the development of the first local probation
department in Josephine County. In 1974, Mr. Hamilton applied for a
grant and was instrumental in development of the first residential
treatment center for young men on probation in the Grants Pass-Merlin
area.
Code of Ethics Policy
We have not yet adopted a code of ethics that applies to our principal
executive officer, principal financial officer, principal accounting
officer or controller or persons performing similar functions.
Corporate Governance
There have been no changes in any state law or other procedures by
which security holders may recommend nominees to our board of
directors. In addition to having no nominating committee for this
purpose, we currently have no specific audit committee and no audit
committee financial expert. Based on the fact that our current
business affairs are simple, any such committees are excessive and
beyond the scope of our business and needs.
Involvement in Certain Legal Proceedings None of our directors,
executive officers and control persons has been involved in any of the
following events during the past five years:
- Any bankruptcy petition filed by or against any business of which
such person was a general partner or executive officer either at the
time of the bankruptcy or within two years prior to that time,
36
- Any conviction in a criminal proceeding or being subject to any
pending criminal proceeding (excluding traffic violations and other
minor offenses);
- Being subject to any order, judgment or decree, not subsequently
reversed, suspended or vacated, of any court of competent jurisdiction,
permanently or temporarily enjoining, barring, suspending or otherwise
limiting his or her involvement in any type of business, securities or
banking activities,; or
- Being found by a court of competent jurisdiction (in a civil
action), the Commission or the Commodity Futures Trading Commission to
have violated a federal or state securities or commodities law, and the
judgment has not been reversed, suspended, or vacated.
Executive Compensation
We may elect to award a cash bonus to key employees, directors,
officers and consultants based on meeting individual and corporate
planned objectives.
Summary Compensation Table
Nonqualified
Non-Equity Deferred
Name and Stock Option Incentive Comp All Other
Principal Position Year Salary Bonus Awards Awards Plan Comp Earnings Comp Total
------------------ ---- ------ ----- ------ ------ --------- -------- --------- -----
Charles D. Hamilton
CEO/CFO/Controller 2008 $0 $0 $0 $0 $0 $0 $0 $0
2007 $0 $0 $0 $0 $0 $0 $0 $0
2006 $0 $0 $0 $0 $0 $0 $0 $0
We do not have any standard arrangements by which directors are
compensated for any services provided as a director. No cash has been
paid to the directors in their capacity as such.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, as of January 31, 2010, the number and
percentage of outstanding shares of Oregon Mineral common stock owned
by (i) each person known to us to beneficially own more than 5% of its
outstanding common stock, (ii) each director, (iii) each named
executive officer, and (iv) all officers and directors as a group.
Name of Common Stock % Class Owned % Class Owned
Beneficial Owner Beneficially Owned before offering after offering
Charles D. Hamilton
233 Rogue River Highway
Grants Pass, Oregon 1,599,892(1) 9.84% 8.53%
Officers & Directors
As a Group (1 Person) 1,599,892(1) 9.84% 8.53%
37
Raymond Huckaba 750,000(2)direct 4.61% 4.00%
P.O. Box 413 1,953,977(2)indirect 12.01% 12.01%
Nurohy, OR 97533
Starveout Creek Tree Farm
P.O. Box 21
Azalea, OR 97410 950,000(3) 5.84% 5.06%
Percentages are based upon 16,265,231 common shares issued and
outstanding as of September 30, 2009.
(1)Includes 210,084 common shares held by Laurel Hamilton which
are deemed to be beneficially owned by Mr. Hamilton.
(2)Includes 1,300,000 common shares held by Sumac, Inc., an
entity controlled by Raymond Huckaba and 653,977 common shares held
by Rogue Silicates, Inc., an entity controlled by Raymond Huckaba.
(3)Starveout Creek Tree Farm is controlled by a non-affiliate
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Advanced to Related Parties. Prior to December 31, 2007, Oregon
Mineral had advanced to Sumac Corporation, a related party entity,
$1,000. The amount was non-interest bearing, unsecured and due on
demand. During 2008, this amount was exhausted. Oregon Mineral has no
other advances to related parties for the year ended December 31, 2008.
Purchase of Mining Claim. On February 29, 2005, Oregon Mineral
entered into a mining claim sales contract with James Lane, Dorman
Cox, Erik Thompson, Lee Meyer, Bobbie Meyer, Charles Hamilton,
Laurel Hamilton and Raymond Huckaba ("Sellers") to purchase mining
claims located at East 1/2 of Section 11, the Southwest 1/4 of
Section 12, the South 1/2 of Section 14, the South 1/2 of Section 13
and the West 1/2 of Section 18, township 29 south Range 3 East, WWM,
Douglas County Oregon. The transaction closed on July 29, 2005.
The purchase price was 400,000 common shares of Oregon Mineral.
Charles Hamilton is the sole officer and director of Oregon Mineral.
Rogue Silicates. Effective December 20, 2006, Oregon Mineral
contracted Rogue Silicates, Inc., an affiliate, to mine and process
clay from the Rogue mines for $60.00 per ton at the mine site to a
ten mesh size. Rogue agreed to utilize its account with Industrial
Mineral of Sacramento, CA to process any material to a finer mesh at
the cost of $275 per hour.
Additionally, Rogue Silicates leased one of its two 5 acre mill
sites known as Rogue Mill Site #1 and #2 by Highway 230 to Oregon
Minerals for $200 per year.
Lastly, Rogue Silicate agreed to handle the mining, processing and
shipping for Oregon Mineral. A minimum run will be 10,000 tons with
an escrow account to be set up to pay for operations.
There is no specific termination clause in the agreement.
38
On December 23, 2006, Oregon Mineral purchased pyrophyllite clay as
needed for a price of $50 per ton. Oregon Mineral shall be solely
responsible for the expenses associated with shipping. Oregon
Mineral has the right of inspection of the clay at the mine site.
There is no specific termination clause in the agreement.
Related Party Loans. Oregon Mineral has received loans primarily from,
Raymond Huckaba, a former officer and Rogue Silicates, Inc. and Sumac,
Inc., related companies. Included in the loans are maintenance and
other fees. The loans are unsecured, have fixed dates and bear
interest.
Notes Payable at September 30, 2009. During 2003, we received a $1,080
loan from Ray Huckaba, a former officer and director. The note was
issued with a due date of August 5, 2010 at 8% simple interest. A
payment of $78 was made in 2006. The loan had a principal balance at
December 31, 2008 of $ 1,002 and had accrued interest at that date of
$49.
During 2005, we issued a note for the maintenance fee on our mineral
interests for $5,000 to Rogue Silicates, Inc., an affiliate at 8%
simple interest, due August 5, 2010. No payments have been made. The
loan had a principal balance at December 31, 2008 of $5,000 and had
accrued interest at that date of $1,368. In September 2008, we issued
a note for assessment work for $1,000 to Rogue Silicates, Inc at 8%
simple interest, due September 5, 2010. No payments have been made.
The loan had a principal balance at December 31, 2008 of $1,000 and had
accrued interest at that date of $267.
During 2006, we issued a note for the maintenance fee on our mineral
interests for $5,000 to Rogue Silicates, Inc. at 8% simple interest,
due August 5, 2010. No payments have been made. The loan had a
principal balance at December 31, 2008 of $ 5,000 and had accrued
interest at that date of $968. During August 2008, we received a $1,700
loan from Rogue Silicates, Inc. The note was issued with a maturity
date of August 5, 2010 at 8% simple interest. A payment in the amount
of $386 was made in 2008. The loan had a principal balance at December
31, 2008 of $1,314 and had accrued interest at that date of $46. In
November 2008, we issued a note for claim work for $1,056 to Rogue
Silicates, Inc at 8% simple interest, due August 5, 2010. No payments
have been made. The loan had a principal balance at December 31, 2008
of $1,056 and had accrued interest at that date of $183.
During 2007, we issued a note for the maintenance fee on our mineral
interests for $5,000 to Rogue Silicates, Inc at 8% simple interest, due
August 5, 2010. No payments have been made. The loan had a principal
balance at December 31, 2008 of $5,000 and had accrued interest at that
date of $ 567. In September, we issued a note for assessment work for
$1,000 to Rogue Silicates, Inc at 8% simple interest, due August 5,
2010. No payments have been made. The loan had a principal balance at
December 31, 2008 of $1,000 and had accrued interest at that date of
$107. During October, 2008, we received a $3,500 loan from Rogue
Silicates, Inc. The note was issued with a maturity date of October
22, 2010 at 8% simple interest. No Payments have been made. The loan
had a principal balance at December 31, 2008 of $3,500 and had accrued
39
interest at that date of $334. During October we received a $1,869
loan from Rogue Silicates, Inc. A note was issued with a maturity date
of August 5, 2010 at 8% simple interest. No Payments have been made.
The Loan had a principal balance at December 31, 2008 of $1,869 and had
accrued interest at that date of $ 180. In November, we issued a note
for claim work for $2,586 to Rogue Silicates, Inc at 8% simple
interest, due August 5, 2010. No payments have been made. The Loan had
a principal balance at December 31, 2008 of $2,586 and had accrued
interest at that date of $241.
In March of 2008, we received a $3,500 loan from Sumac, Inc. The note
was issued with a maturity date of August 5, 2010 at 8% simple
interest. No Payments have been made. The Loan had a principal
balance at December 31, 2008 of $3,500 and had accrued interest at that
date of $155. During April we received a $3,000 loan from Rogue
Silicates, Inc. The note has a maturity date of August 5, 2010 and
bears interest at 8%. No payments have been made. The loan had a
principal balance at December 31, 2008 of $3,000 and had accrued
interest at that date of $170. In August 2008, we issued a note for
Maintenance Fee on our mineral interests for $5,000 to Rogue Silicates,
Inc at 8% simple interest, due August 5, 2010. No payments have been
made. The loan had a principal balance at December 31, 2008 of $ 5,000
and had accrued interest at that date of $168. In September 2008, we
issued a note for Assessment work for $1,000 to Rogue Silicates, Inc.
at 8% simple interest, due August 5, 2010. No payments have been made.
The loan had a principal balance at December 31, 2008 of $1,000 and had
accrued interest at that date of $27.
During 2009, in August, we issued a note for the Maintenance Fee on our
mineral interests for $ 5,000 to Rogue Silicates, Inc at 8% simple
interest, due September 30, 2011. No payments have been made. The Loan
had a principal balance at September 30, 2009 of $5,000 has accrued
interest at September 30, 2009 of $67. In September we issued a note
for Assessment work for $1,000 to Rogue Silicates, Inc at 8% simple
interest, due September 30, 2011. No payments have been made. The Loan
had a principal balance at September 30, 2009 of $1,000 and had accrued
interest at September 30, 2009 of $7.
Notes Issued to Related Party
Accrued
Interest-Notes
Principal Amount December 31,
Related Party 2006 and 2007 2008 Total 2008
-------------------------------------------------------------------------------------
Notes payable to R Huckaba, unsecured
interest bearing at 8% due 2010 $ 502 $ 500 $ - $ 1,002 $ 49
Notes payable to Rogue, Silicates Inc
unsecured, interest bearing at 8%,
due 2010 13,756 13,955 8,614 36,325 4,623
Notes payable to Sumac, Inc., unsecured
interest bearing at 8%, due 2010 - - 3,500 3,500 (155)
------- ------- ------- ------- ------
Total $14,258 $14,455 $12,144 $40,827 $4,517
======= ======= ======= ======= ======
40
2008 2007
---- ----
Long Term Debt Obligations $40,827 $28,723
Less Current Portion - -
------- -------
Long Term Portion $40,827 $28,713
Accrued interest on the notes listed above was $1,894 and $4,517 for
the years ended December 31, 2007 and 2008.
Mr. Raymond Huckaba is a former officer and director and shareholder of
Oregon. Rogue Silicates, Inc and Sumac Corp. are affiliates of R.
Huckaba.
There are 15 individual notes issued at varying dates and amounts and
shown in total for each party as of December 31, 2008 and 2007. All
notes are due and payable at various dates in the year 2010 and carry
an 8% per year simple interest rate.
DESCRIPTION OF CAPITAL STOCK
The following statements discloses the material terms of your
capital stock, including your common stock and preferred stock.
Our articles of incorporation and bylaws do not contain any anti-
takeover provisions that may have the affect of delaying or
preventing a change in control.
Common Shares. Oregon Mineral's articles of incorporation authorize
it to issue up to 100,000,000 common shares and 1,000,000 preferred
shares, $0.001 par value per common and preferred share.
Liquidation Rights. Upon liquidation or dissolution, each
outstanding common share will be entitled to share equally in the
assets of Oregon Mineral legally available for distribution to
shareholders after the payment of all debts and other liabilities.
Dividend Rights. There are no limitations or restrictions upon the
rights of the board of directors to declare dividends out of any
funds legally available therefore. Oregon Mineral has not paid
dividends to date and it is not anticipated that any dividends will
be paid in the foreseeable future. The board of directors initially
may follow a policy of retaining earnings, if any, to finance the
future growth of Oregon Mineral. Accordingly, future dividends, if
any, will depend upon, among other considerations, Oregon Mineral's
need for working capital and its financial conditions at the time.
Voting Rights. Holders of common shares of Oregon Mineral are
entitled to voting rights of one hundred percent. Holders may cast
one vote for each share held at all shareholders meetings for all
purposes.
41
Other Rights. Common shares are not redeemable, have no conversion
rights and carry no preemptive or other rights to subscribe to or
purchase additional common shares in the event of a subsequent
offering. Common Shares do not have cumulative voting features. Our
by-laws allow action to be taken by written consent rather than at a
meeting of stockholders with the consent of the holders of a
majority of shares entitled to vote.
The authorized preferred stock may be issued from time to time in
series. The board of directors is authorized to establish such
series, to fix and determine the variations and the relative rights
and preferences as between series, and to thereafter issue such
stock from time to time. The board of directors is also authorized
to allow for conversion of the preferred stock to common stock under
terms and conditions as determined by the board of directors.
Transfer Agent. Fidelity Transfer Company 1800 South West Temple,
Suite 301 Salt Lake City, Utah, 84115 will transfer stock for Oregon
Mineral.
SHARES ELIGIBLE FOR FUTURE SALE
Upon the date of this prospectus, there are 16,265,231 shares of our
common stock outstanding of which no common shares may be freely traded
without restriction. Upon the effectiveness of this registration
statement, up to 2,500,000 common shares may be issued and will be
eligible for immediate resale in the public market. The remaining
common shares will be restricted within the meaning of Rule 144 under
the Securities Act, and are subject to the resale provisions of Rule
144.
At the present time, resales or distributions of such shares are
provided for by the provisions of Rule 144. That rule is a so-called
"safe harbor" rule which, if complied with, should eliminate any
questions as to whether or not a person selling restricted shares has
acted as an underwriter. At the present time, resales or distributions
of such shares are provided for by the provisions of Rule 144. That
rule is a so-called "safe harbor" rule which, if complied with, should
eliminate any questions as to whether or not a person selling
restricted shares has acted as an underwriter.
Rule 144(d)(1) states that if the issuer of the securities is, and has
been for a period of at least 90 days immediately before the sale,
subject to the reporting requirements of section 13 or 15(d) of the
Exchange Act, a minimum of six months must elapse between the later of
the date of the acquisition of the securities from the issuer, or from
an affiliate of the issuer, and any resale of such securities.
Sales under Rule 144 are also subject to notice and manner of sale
requirements and to the availability of current public information and
must be made in unsolicited brokers' transactions or to a market maker.
A person who is not an affiliate of Oregon Minerals under the
Securities Act during the three months preceding a sale and who has
beneficially owned such shares for at least six months is entitled to
sell the shares under Rule 144 without regard to the volume, notice,
information and manner of sale provisions. Affiliates must comply with
the restrictions and requirements of Rule 144 when transferring
restricted shares even after the six month holding period has expired
and must comply with the restrictions and requirements of Rule 144 in
order to sell unrestricted shares.
No predictions can be made of the effect, if any, that market sales of
shares of common stock or the availability of such shares for sale will
have on the market price prevailing from time to time. Nevertheless,
sales of significant amounts of our common stock could adversely affect
the prevailing market price of the common stock, as well as impair our
ability to raise capital through the issuance of additional equity
securities.
DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION
FOR SECURITIES ACT LIABILITIES
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of
the small business issuer as provided in the foregoing provisions, or
43
otherwise, the small business issuer has been advised that in the
opinion of the SEC such indemnification is against public policy as
expressed in the Securities Act and is, therefore, unenforceable. In
the event that a claim for indemnification against such liabilities,
other than the payment by the small business issuer of expenses
incurred or paid by a director, officer or controlling person of the
small business issuer in the successful defense of any action, suit or
proceeding, is asserted by such director, officer or controlling person
in connection with the securities being registered, the small business
issuer will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Securities Act and will be governed
by the final adjudication of such issue.
MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
Market Information
Item 5(a)
a) Market Information. Our common stock is not quoted on an exchange
or on the OTC Electronic Bulletin Board. We cannot provide any
assurance that an active market in our common stock will develop. We
intend to quote our common shares on the OTC Electronic Bulletin Board
b) Holders. At September 30, 2009, there were approximately 191
shareholders of Oregon Minerals.
c) Dividends. Holders of Oregon Minerals common stock are entitled to
receive such dividends as may be declared by its board of directors.
No dividends on Oregon Minerals common stock have ever been paid, and
Oregon Minerals does not anticipate that dividends will be paid on its
common stock in the foreseeable future.
d) Securities authorized for issuance under equity compensation plans.
No securities are authorized for issuance by Oregon Minerals under
equity compensation plans.
Plan Category Number of Securities Weighted Average Exercise Number of Securities
Issued upon Exercise of Price of Outstanding Options Remaining Available
Outstanding Options, Warrants and Rights Future Issuance
Equity Compensation Plans
Approved by Security Holders n/a n/a n/a
Equity Compensation Plans
Not Approved by Security Holders n/a n/a n/a
---------- ------ ------
Total n/a n/a n/a
e) Performance graph. Not applicable.
f) Sale of unregistered securities.
During 2009, Oregon Mineral issued 60,000 shares at $0.10 for services
to Corporate Management Associates, a non-affiliate. Oregon Mineral
issued 400 shares at $0.3125 for cash to non-affiliates. Oregon
Mineral issued 5,024 shares at $.255 for cash to non-affiliates.
44
Oregon Mineral issued 3,000 shares at $1.00 to Brooks Research, a non-
affiliate for services. Oregon Mineral issued 30,000 shares to non-
affiliates to adjust the number of shares issued in a prior year for
cash.
All of the above issuances of common stock were made to sophisticated
investors pursuant to Section 4(2) of the Securities Act of 1933.
Item 5(b) Use of Proceeds. As described herein Item 5(c)
Purchases of Equity Securities by the issuer and affiliated purchasers.
None.
EXPERTS
The financial statements of Oregon Mineral appearing in this
registration statement have been audited by a registered Public
Accounting Firm with the Public Accounting Oversight Board, and are
included in reliance upon such report given upon the authority of
such firm as experts in accounting and auditing.
LEGAL PROCEEDINGS
There are no legal proceedings, pending or threatened, against
Oregon Mineral or its officers or directors in their capacity with
Oregon Mineral at this time.
LEGAL MATTERS
Jody M. Walker, Centennial, Colorado, will pass upon certain legal
matters with respect to the issuance of shares of common stock
offered by this prospectus.
WHERE YOU CAN FIND MORE INFORMATION
At your request, we will provide you, without charge, a copy of any
document filed as exhibits in this prospectus. If you want more
information, write or call us at:
Oregon Mineral Technologies, Inc.
50 Beekman Sq.
Jacksonville, OR 97530
541-899-1500
Attention: Charles D. Hamilton, Chief Executive Officer and Chief
Financial Officer
Our fiscal year ends on December 31. We are a reporting company and
file annual, quarterly and current reports with the SEC. You may
read and copy any reports, statements, or other information we file
at the SEC's public reference room at 100 F Street, NE, Washington
D.C. 20549.
45
You can request copies of these documents, upon payment of a
duplicating fee by writing to the SEC. Please call the SEC at 1-800-
SEC-0330 for further information on the operation of the public
reference rooms. Our SEC filings are also available to the public
on the SEC Internet site at http:\\www.sec.gov.
FINANCIAL STATEMENTS
The following financial statements are furnished below:
Balance Sheets - September 30, 2009 (unaudited) and December 31,
2008
Statement of Operations for the three and nine months ended
September 30, 2009 and 2008
Statement of Cash Flows for the nine months ended September 30, 2009
(unaudited) and 2008
Notes to Financial Statements
Report of Independent Registered Public Accounting Firm
Balance Sheets - December 31, 2008 and 2007
Statements of Operations for the periods ended December 31, 2008 and
2007 and inception (November 9, 1999) through December 31, 2008.
Statements of Stockholders' Equity (Deficit) for the period
November 9, 1999 (inception) through December 31, 2008.
Statements of Cash Flows for the years ended December 31, 2008 and
2007 and inception (November 9, 1999) through December 31, 2008.
Notes to Financial Statements.
46
OREGON MINERAL TECHNOLOGIES, INC.
(Formerly Advanced Mineral Technologies, Inc.)
(a development stage company)
Balance Sheets
ASSETS
September 30, December 31,
2009 2008
---------- ----------
(unaudited)
CURRENT ASSETS
Cash $ 8,767 $ 779
Inventory 4,998 4,998
---------- ----------
Total current assets 5,777 5,777
---------- ----------
FIXED ASSETS
Mineral Rights & Properties-Net 13,400 13,400
---------- ----------
TOTAL ASSETS $ 22,167 $ 19,177
========== ==========
LIABILITIES AND STOCKHOLDERS' (DEFICIT)
CURRENT LIABILITIES
Accounts Payable $ 5,725 $ 1,265
Accrued Liabilities-Related Parties 2,671 2,671
Accrued Interest-Related Parties 7,072 4,517
---------- ----------
Total current liabilities 15,468 8,453
---------- ----------
LONG TERM LIABILITIES
Notes Payable-Related Party 46,827 40,827
--------- ----------
Total long term liabilities 46,827 40,827
--------- ----------
TOTAL LIABILITIES 62,295 49,280
STOCKHOLDERS' (DEFICIT)
Preferred stock, $.001 par value, 1,000,000
shares authorized, none issued and
outstanding
Common stock, $.001 par value, 100,000,000
shares, authorized 16,265,231 and 16,166,807
issued and outstanding, respectively 16,265 16,167
Additional paid in capital 83,140 72,833
Accumulated Deficit (139,533) (119,103)
---------- ----------
Total Shareholders' (Deficit) (40,128) (30,103)
---------- ----------
TOTAL LIABILITIES AND SHAREHOLDERS'
(DEFICIT) $ 22,167 $ 19,177
========== ==========
The Accompanying Notes are an Integral Part
of These Financial Statements
47
OREGON MINERAL TECHNOLOGIES, INC.
(Formerly Advanced Mineral Technologies, Inc.)
(a development stage company)
Statements of Operations
(Unaudited)
For the For the Accumulated
Three Months Nine Months From Inception
Ended Ended (Nov. 9, 1999)
September 30, September 30, to Sept. 30,
2009 2008 2009 2008 2009
------------------ --------------- ----
Revenues $ - $ 1,875 $ 13,750 $ 1,875 $ 33,810
Cost of Sales - 1,225 4,380 1,225 15,427
------- -------- -------- -------- ---------
Gross Profit - 650 4,180 650 18,383
Expenses
General & Administrative 7,352 6,270 11,148 8,292 96,438
Professional Fees 850 190 2,097 6,294 35,760
Consulting Fees 2,700 - 14,200 - 16,700
------- -------- -------- -------- ---------
Total Operating Expenses 10,902 6,460 27,445 14,586 (17,875)
------- -------- -------- -------- ---------
Net loss from operations $(10,902) $(5,810) $(20,430)$(13,936) $(132,612)
======== ======== ======== ======== =========
Other Income (Expenses)
Interest Expense (967) (786) (2,555) (2,057) (7,336)
Gain on Sale of Assets - - - - 415
-------- ------- -------- -------- ---------
Total Other Income (Expense) (967) (786) (2,555) (2,057) (6,921)
Income Tax Expenses - - - - -
-------- -------- -------- -------- ---------
Net Loss $(11,869) $ (6,596) $(20,430 $(15,993) $(139,533)
======== ======== ======== ======== =========
Basic and diluted loss per share $ (0.00) $ (0.00) $ (0.00) $ (0.00)
======== ======== ======== ========
Weighted average number of
common shares outstanding 16,177,645 16,166,807 16,177,645 16,116,645
========== ========== ========== ==========
The Accompanying Notes are an Integral Part
of These Financial Statements
48
OREGON MINERAL TECHNOLOGIES, INC.
(Formerly Advanced Mineral Technologies, Inc.)
(a development stage company)
Statements of Cash Flows
(Unaudited)
For the Accumulated
Nine Months Ended From Inception
September 30, (Nov. 9, 1999)
2009 2008 to Sept. 30, 2009
---- ---- -----------------
Cash flows from operating
activities
Net loss $ (20,430) $ (15,992) $ (139,482)
Noncash items Included in
net loss
Common stock issued for
services 9,000 - 11,800
Changes In Operating Assets
and Liabilities
(Increase) Decrease in Accounts
Receivable and Advances - 1,000 -
(Increase) Decrease in Inventory 4,998 - -
(Increase) Decrease in Prepaid Expense - 500 -
Increase (Decrease) in Accounts Payable
and Accrued Expenses 7,016 2,659 15,498
---------- ---------- ----------
Net cash provided by operating
activities 634 (11,833) (112,214)
---------- ---------- ----------
Cash flows from investing activities - - -
---------- ---------- ----------
Net cash used by investing activities - - -
---------- ---------- ----------
Cash flows from financing activities
Proceeds from notes payable - related party 6,000 12,114 46,827
Cash received from issuance of common stock 1,405 - 74,205
---------- ---------- ----------
Net cash provided by financing activities 7,405 12,114 121,032
---------- ---------- ----------
Net increase (decrease) in cash 7,988 281 8,767
Cash, beginning 779 498 -
---------- ---------- ----------
Cash, ending $ 8,767 $ 779 $ 8,767
========== ========== ==========
49
Supplemental Disclosures of Cash Flow Activities
Cash Paid for
Interest - - -
Income taxes - - -
========== ========== ==========
Non-cash and Investing Activities
Common Stock Issued for Services 6,000 - 2,800
Common Stock Issued for Assets - - 13,400
========== ========== ==========
The Accompanying Notes are an Integral Part
of These Financial Statements
53
OREGON MINERAL TECHNOLOGIES, INC.
(Formerly Advanced Mineral Technologies, Inc.)
Notes to Financial Statements
BASIS OF FINANCIAL STATEMENTS PRESENTATION
The accompanying unaudited consolidated financial statements have been
prepared by the Company pursuant to the rules and regulations of the
Securities and Exchange Commission. Certain information and footnote
disclosures normally included in financial statements prepared in
accordance with generally accepted accounting principles have been
condensed or omitted in accordance with such rules and
regulations. The information furnished in the interim condensed
consolidated financial statements includes normal recurring adjustments
and reflects all adjustments, which, in the opinion of management, are
necessary for a fair presentation of such financial
statements. Although management believes the disclosures and
information presented are adequate to make the information not
misleading, it is suggested that these interim consolidated financial
statements be read in conjunction with the Company's audited financial
statements and notes thereto included of December 31, 2007 and
2008. Operating results for the three and nine months ended September
30, 2009 are not necessarily indicative of the results to be expected
for year ending December 31, 2009.
Basic and Fully Diluted Loss Per Share
SFAS No. 128, Earnings per Share, requires dual presentation of basic
and diluted earnings or loss per share ("EPS") for all entities with
complex capital structures and requires a reconciliation of the
numerator and denominator of the basic EPS computation to the numerator
and denominator of the diluted EPS computation. Basic EPS excludes
dilution; diluted EPS reflects the potential dilution that could occur
if securities or other contracts to issue common stock were exercised
or converted into common stock or resulted in the issuance of common
stock that then shared in the earnings of the entity.
The computation of basic and diluted loss per common share is based on
the weighted average number of shares outstanding during each period.
54
OREGON MINERAL TECHNOLOGIES, INC.
(Formerly Advanced Mineral Technologies, Inc.)
Notes to Financial Statements
NOTE 1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(continued)
Three Months Ended Nine Months Ended
September 30, September 30,
2009 2008 2009 2008
BASIC AND FULLY DILUTED LOSS PER
COMMON SHARE $ (0.00) $ (0.00) $ (0.00) $ (0.00)
BASIC AND FULLY DILUTED
WEIGHTED AVERAGE NUMBER OF SHARES
OUTSTANDING 16,177,645 16,166,807 16,177,645 16,166,645
NUMBER OF COMMON SHARED OUTSTANDING 16,265,231 16,166,807 16,265,231 16,166,807
The computation of loss per common share is based on the weighted
average number of shares outstanding during the year plus the common
stock equivalents which would arise from the exercise of stock options
and warrants outstanding using the treasury stock method and the
average market price per share during the year. The Company has not
issued any options or warrants.
The Company did not have any outstanding common stock equivalents for
the three or nine months ended September 30, 2009 and 2008.
During 2009, the company issued 60,000 shares at $0.10 for services.
The company issued 400 shares at $0.3125 for cash. The Company issued
5024 shares at $.255 for cash. The Company issued 3,000 shares at $1.00
for services. The Company 30, 000 share to adjust the number of shares
issued in a prior year for cash.
Notes Payable at September 30, 2009
During 2003 we received a $1,080 loan from Ray Huckaba. The note was
issued with a due date of August 5, 2010 at 8% simple interest. A
payment of $78 was made in 2006. The Loan had a principal balance at
December 31, 2008 of $1,002. The note was canceled and rewritten in
September 2009 for the principal balance of $1,002, at 8% simple
interest, with a due date of September 30, 2011 and had accrued
interest at September 30, 2009 of $ 109.
During 2005 we issued a note for the Maintenance Fee on our mineral
interests for $5,000 to Rogue Silicates, Inc at 8% simple interest, due
August 5, 2010. No payments have been made. The Loan had a principal
balance at December 31, 2008 of $5,000. The note was canceled and
rewritten in September 2009 for the principal balance of $5,000, at 8%
54
OREGON MINERAL TECHNOLOGIES, INC.
(Formerly Advanced Mineral Technologies, Inc.)
Notes to Financial Statements
NOTE 1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNT POLICIES
(continued)
simple interest, with a due date of September 30, 2011 and had accrued
interest at September 30, 2009 of $1,667. In September we issued a
note for Assessment work for $1,000 to Rogue Silicates, Inc at 8%
simple interest, due September 5, 2010. No payments had been made. The
Loan had a principal balance at December 31, 2008 of $1,000. The note
was canceled and rewritten in September 2009 for the principal balance
of $1,000, at 8% simple interest, with a due date of September 30, 2011
and has accrued interest at September 30, 2009 of
$327.
During 2006 we issued a note for the Maintenance Fee on our mineral
interests for $5,000 to Rogue Silicates, Inc at 8% simple interest, due
August 5, 2010. No payments have been made. The Loan had a principal
balance at December 31, 2008 of $5,000. The note was canceled and
rewritten in September 2009 for the principal balance of $5,000, at 8%
simple interest, with a due date of September 30, 2011 and has accrued
interest at September 30, 2009 of $1,267. During August we received a
$1,700 loan from Rogue Silicates, Inc. The note was issued with a
maturity date of August 5, 2010 at 8% simple interest. A payment in
the amount of $386 was made in 2008. The Loan had a principal balance
at December 31, 2008 of $1,314. The note was canceled and rewritten in
September 2009 for the principal balance of $1,314, at 8% simple
interest, with a due date of September 30, 2011 and had accrued
interest at September 30, 2009 of $124. In November we issued a note
for claim work for $1,056 to Rogue Silicates, Inc at 8% simple
interest, due August 5, 2010. No payments had been made. The Loan had
a principal balance at December 31, 2008 of $1,056. The note was
canceled and rewritten in September 2009 for the principal balance of
$1,056, at 8% simple interest, with a due date of September 30, 2011
and had accrued interest at September 30, 2009 of $246.
During 2007 we issued a note for the Maintenance Fee on our mineral
interests for $5,000 to Rogue Silicates, Inc at 8% simple interest, due
August 5, 2010. No payments have been made. The Loan had a principal
balance at December 31, 2008 of $5,000 and had accrued interest at that
date of $ 567. The note was canceled and rewritten in September 2009
for the principal balance of $5000, at 8% simple interest, with a due
date of September 30, 2011 and had accrued interest at September 30,
2009 of $867. In September, we issued a note for Assessment work for
$1,000 to Rogue Silicates, Inc at 8% simple interest, due August 5,
2010. No payments have been made. The Loan had a principal balance at
December 31, 2008 of $ 1,000. The note was canceled and rewritten in
September 2009 for the principal balance of $1,000, at 8% simple
interest, with a due date of September 30, 2011 and had accrued
interest at September 30, 2009 of $167. During October we received a
$3,500 loan from Rogue Silicates, Inc. The note was issued with a
maturity date of October 22, 2010 at 8% simple interest. No Payments
have been made. The Loan had a principal balance at December 31, 2008
of $3,500. The note was
56
OREGON MINERAL TECHNOLOGIES, INC.
(Formerly Advanced Mineral Technologies, Inc.)
Notes to Financial Statements
NOTE 1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNT POLICIES
(continued)
canceled and rewritten in September 2009 for the principal balance of
$3,500, at 8% simple interest, with a due date of September 30, 2011
and had accrued interest at September 30, 2009 of $ 543. During
October we received a $1,869 loan from Rogue Silicates, Inc. A note was
issued with a maturity date of August 5, 2010 at 8% simple interest.
No Payments have been made. The Loan had a principal balance at
December 31, 2008 of $ 1,869. The note was canceled and rewritten in
September 2009 for the principal balance of $1,869, at 8% simple
interest, with a due date of September 30, 2011 and had accrued
interest at September 30, 2009 of $292. In November we issued a note
for claim work for $2,586 to Rogue Silicates, Inc at 8% simple
interest, due August 5, 2010. No payments have been made. The Loan had
a principal balance at December 31, 2008 of $2,586. The note was
canceled and rewritten in September 2009 for the principal balance of
$2,586 at 8% simple interest, with a due date of September 30, 2011 and
had accrued interest at September 30, 2009 of $396.
In March of 2008, we received a $3,500 loan from Sumac, Inc. The note
was issued with a maturity date of August 5, 2010 at 8% simple
interest. No Payments have been made. The Loan had a principal
balance at December 31, 2008 of $3,500 and had accrued interest at that
date of $155. During April we received a $3,000 loan from Rogue
Silicates, Inc. The note has a maturity date of August 5, 2010 and
bears interest at 8%. No payments have been made. The Loan had a
principal balance at December 31, 2008 of $3,000 and had accrued
interest at that date of $170. In August, we issued a note for
Maintenance Fee on our mineral interests for $5,000 to Rogue Silicates,
Inc at 8% simple interest, due August 5, 2010. No payments have been
made. The Loan had a principal balance at December 31, 2008 of $ 5,000
and had accrued interest at that date of $168. In September, we issued
a note for Assessment work for $1,000 to Rogue Silicates, Inc at 8%
simple interest, due August 5, 2010. No payments have been made. The
Loan had a principal balance at December 31, 2008 of $1,000. The note
was canceled and rewritten in September 2009 for the principal balance
of $1,000 at 8% simple interest, with a due date of September 30, 2011
and had accrued interest at September 30, 2009 of $467.
57
OREGON MINERAL TECHNOLOGIES, INC.
(Formerly Advanced Mineral Technologies, Inc.)
Notes to Financial Statements
NOTE 1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNT POLICIES
(continued)
During 2009, in August, we issued a note for the Maintenance Fee on our
mineral interests for $5,000 to Rogue Silicates, Inc at 8% simple
interest, due September 30, 2011. No payments have been made. The Loan
had a principal balance at September 30, 2009 of $5,000 has accrued
interest at September 30, 2009 of $67. In September we issued a note
for Assessment work for $1,000 to Rogue Silicates, Inc at 8% simple
interest, due September 30, 2011. No payments have been made. The Loan
had a principal balance at September 30, 2009 of $1,000 and had accrued
interest at September 30, 2009 of $7.
Notes Issued to Related Party
Accrued Interest
Principal Amount December 31,
September 30 December 31 2008
Related Party 2009 2008 Total
-----------------------------------------------------------------------------------
Notes payable to R Huckaba, unsecured
interest bearing at 8% due 2010 $ - $ 1,002 $ -
Notes payable to R Huckaba, unsecured
Interest bearing at 8% due 2011 $ 1,002 $ - $ 109
Notes payable to Rogue Silicates Inc
unsecured, interest bearing at 8%,
due 2010 $ - $36,325 $ -
Notes payable to Rogue Silicates, Inc.
Unsecured, interest bearing at 8%,
Due 2011 $42,326 $ - $ 6,909
Notes payable to Sumac Corp, unsecured
Interest bearing at 8%, due 2010 - $ 3,500 $ -
Notes Payable to Sumac Corp, unsecured
Interest bearing at 8%, due 2011 $ 3,500 $ - $ 54
------- ------- --------
Total $46,827 $40,827 $ 7,202
======= ======= ========
September 30, December 31,
2009 2008
---- ----
Long Term Debt Obligations $46,827 $40,827
Less Current Portion - -
------- -------
Long Term Portion $46,827 $40,827
58
OREGON MINERAL TECHNOLOGIES, INC.
(Formerly Advanced Mineral Technologies, Inc.)
Notes to Financial Statements
NOTE 1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNT POLICIES
(continued)
Accrued interest on the notes listed above was $7,702 for the nine
months ended September 30, 2009 and $4,517 for the year ended December
31, 2008.
Mr. Raymond Huckaba is a former officer and director and share holder
of the Company. Rogue Silicates, Inc and Sumac Corp. are affiliates of
R. Huckaba.
There are 17 individual notes issued at varying dates and amounts and
shown in total for each party as of September 30, 2009 and 15
individual notes as of December 31, 2008. All notes are due and
payable at September 30, 2011 and carry an 8% per year simple interest
rate.
NOTE 2. GOING CONCERN
The Company's financial statements are prepared using generally
accepted accounting principles applicable to a going concern, which
contemplates the realization of assets and liquidation of liabilities
in the normal course of business. The Company has not yet established
an ongoing source of revenues sufficient to cover its operating costs
and allow it to continue as a going concern. Historically, the Company
has incurred annual losses, which have resulted in an accumulated
deficit of $139,533 at September 30, 2009. The Company also has a
nominal working capital and negative cash flow from operations. These
factors raise substantial doubt about the Company's ability to continue
as a going concern. The ability of the Company to continue as a going
concern is dependent on the Company increasing sales to the point it
becomes profitable. The Company may need to raise additional capital
for working capital, processing equipment and marketing to increase its
sales. If the Company is unable to increase sales sufficiently or
obtain adequate capital, it could be forced to cease operation. The
accompanying financial statements do not include any adjustments
relating to the recoverability and classification of asset carrying
amounts or the amount and classification of liabilities that might
result from the outcome of this uncertainty.
Management plans to increase sales by increasing its marketing program
and to obtain additional capital from the filing an Form S-1 with the
SEC, registering common stock for entering the public stock market for
sales shares of its common stock. However, management cannot provide
any assurances that the Company will be successful in accomplishing any
of its plans.
56
[Letterhead of Auditor]
Report of Independent Registered Public Accounting Firm
Shareholders and Board of Directors
Oregon Mineral Technologies, Inc.
We have audited the accompanying balance sheets of Oregon Mineral
Technologies, Inc. (formerly Advance Mineral Technologies, Inc.)(a
development stage company) as of December 31, 2008 and 2007 and the
related statements of operations, stockholders' equity (deficit), and
cash flows for then ended and for the period from inception on November
19, 1999 through December 31, 2008. These financial statements are the
responsibility of the Company's management. Our responsibility is to
express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public
Company Accounting Oversight Board (United States). Those standards
require that we plan and perform the audits to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. The Company is not required to have, nor were we engaged
to perform, an audit of its internal control over financial reporting.
Our audits included consideration of internal control over financial
reporting as a basis for designing audit procedure that are appropriate
in the circumstances, but not for the purpose of expressing an opinion
on the effectiveness of the Company's internal control over financial
reporting. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principals used and
significant estimates made by management, as well as evaluating the
overall financial statement presentation. We believe that our audits
provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of Oregon
Mineral Technologies, Inc. (formerly Advanced Mineral Technologies,
Inc.) (a development stage company) as of December 31, 2008 and 2007
and the results of their operations and their cash flows for the years
then ended and the period from inception on November 19, 1999 through
December 31, 2008 in conformity with accounting principles generally
accepted in the United States of America.
The accompanying financial statements have been prepared assuming that
the Company will continue as a going concern. As discussed in Note 2
to the financial statements, the Company has limited assets, as
suffered losses from inception, negative cash flows from operations, ad
has a stockholders' deficit which raises substantial doubt about its
ability to continue as a going concern. Management's plans in regard
to these matters are also described in Note 2. These financial
statements do not include any adjustments that might result from the
outcome of this uncertainty.
/s/Chisholm, Bierwolf, Nilson & Morrill, LLC
Bountiful, Utah
February 15, 2010
60
OREGON MINERAL TECHNOLOGIES, INC.
(Formerly Advanced Mineral Technologies, Inc.)
(a development stage company)
Balance Sheets
ASSETS
December 31,
2008 2007
---------- ----------
CURRENT ASSETS
Cash $ 779 $ 498
Inventory 4,998 4,998
Advances-Related Party - 1,000
Prepaid Expense - 500
---------- ----------
Total current assets 5,777 6,996
---------- ----------
FIXED ASSETS
Mineral Rights & Properties-Net 13,400 13,400
---------- ----------
TOTAL ASSETS $ 19,177 $ 20,396
========== ==========
LIABILITIES AND STOCKHOLDERS' (DEFICIT)
CURRENT LIABILITIES
Accounts Payable $ 1,265 $ -
Accrued Liabilities-Related Parties 2,671 1,711
Accrued Interest-Related Parties 4,517 1,894
---------- ----------
Total current liabilities 8,453 3,605
---------- ----------
LONG TERM LIABILITIES
Notes Payable-Related Party 40,827 28,713
--------- ----------
Total long term liabilities 40,827 28,713
---------- ----------
TOTAL LIABILITIES 49,280 32,318
STOCKHOLDERS' (DEFICIT)
Preferred stock, $.001 par value, 1,000,000
shares authorized, none issued and
outstanding
Common stock, $.001 par value, 100,000,000
shares, authorized 16,166,807 issued and
outstanding 16,167 16,167
Additional paid in capital 72,833 72,833
Accumulated Deficit (119,103) (100,921)
---------- ----------
Total Shareholders' (Deficit) (30,103) (11,921)
---------- ----------
TOTAL LIABILITIES AND SHAREHOLDERS'
(DEFICIT) $ 19,177 $ 20,397
========== ==========
The Accompanying Notes are an Integral Part
of These Financial Statements
61
OREGON MINERAL TECHNOLOGIES, INC.
(Formerly Advanced Mineral Technologies, Inc.)
(a development stage company)
Statements of Operations
Accumulated
For the For the From Inception
Year Ended Year Ended (Nov 9, 1999)
December 31, December 31, to Dec. 31,
2008 2007 2008
---------- ---------- ----------
Revenues $ 1,875 $ 7,420 $ 20,060
Cost of Sales 1,225 6,509 11,247
---------- ---------- ----------
Gross Profit 650 911 8,813
Expenses
General & Administrative 9,650 12,597 85,290
Professional Fees 3,794 675 35,760
Consulting Fees 2,500 - 2,500
---------- ---------- ----------
Total Operating Expenses 15,944 13,272 123,550
---------- ---------- ----------
Net loss from operations $ (15,294) $ (12,361) $ (114,737)
========== ========== ==========
Other Income (Expenses)
Interest Expense (2,888) (1,384) (4,781)
Gain on Sale of Assets - - 415
---------- ---------- ----------
Total Other Income (Expense) (2,888) (1,384) (4,366)
Income Tax Expenses - - -
---------- ---------- ----------
Net Loss $ (18,182) $ (13,745) $ (119,103)
========== ========== ==========
Basic and diluted loss per share $ (.00) $ (.00)
========== ==========
Weighted average number of
common shares outstanding 16,166,807 16,166,807
========== ==========
The Accompanying Notes are an Integral Part
of These Financial Statements
65
OREGON MINERAL TECHNOLOGIES, INC.
(Formerly Advanced Mineral Technologies, Inc.)
(a development stage company)
Statements of Stockholders' Equity (Deficit)
For Period from November 19, 1999 (inception) through December 31, 2008
Additional
Preferred Stock Common Stock Paid In
Shares Amount Shares Amount Capital
------ ------ ------- ------ -------
Balance at November 19, 1999 - - - - -
(inception)
Common shares issued for cash
At $.001 - - 2,000,000 2,000 -
Net income (loss) for the period
from inception November 19, 1999
through December 31, 1999 - - - - -
Common shares for
mineral rights at $.001
per share - - 8,000,000 8,000 -
----- ----- ---------- ------- -------
Balance at December 31, 1999 - - 2,000,000 2,000 -
Common shares issued for
mineral rights at $.001
per share - - 5,000,000 5,000 -
Net loss for the year ended
December 31, 2000 - - - - -
----- ----- ---------- ------- -------
Balance at December 31, 2000 - - 15,000,000 15,000 -
Net loss for the year ended
December 31, 2001 - - - - -
----- ----- ---------- ------- -------
Balance at December 31, 2001 - - 15,000,000 15,000 -
Common shares issued for
services at $.15 per
share - - 18,667 19 2,781
Common shares issued for
cash at $.15 per share - - 40,000 40 5,960
Net loss for the year ended
December 31, 2002 - - - - -
----- ----- ---------- ------- -------
Balance at December 31, 2002 - - 15,058,667 15,059 -
Common shares issued for
cash at $09 per share - - 730,140 730 64,070
Common shares cancelled - - (52,000) (52) (9,948)
Net loss for the year ended
December 31, 2003 - - - - -
----- ----- ---------- ------- -------
Balance at December 31, 2003 - - 15,736,807 15,737 62,863
Net loss for the year ended
December 31, 2004 - - - - -
----- ----- ---------- ------- -------
Balance at December 31, 2004 - - 15,736,807 15,737 62,863
Common shares issued for
Mineral claims at $.001 - - 400,000 4,000 -
Net loss for the year ended
December 31, 2005 - - - - -
----- ----- ---------- ------- -------
Balance at December 31, 2005 - - 16,136,807 16,137 62,863
Common shares issued for cash
at $.33 per share - - 30,000 3,000 9,970
Net loss for the year ended
December 31, 2006 - - - - -
----- ----- ---------- ------- -------
Balance at December 31, 2006 - - 16,166,807 $16,167 $72,833
Net loss for the year ended
December 31, 2007 - - - - -
----- ----- ---------- ------- -------
Balance at December 31, 2007 - - 16,166,807 16,167 72,833
Net loss for the year ended
December 31, 2008 - - - - -
----- ----- ---------- ------- -------
Balance at December 31, 2008 - - 16,166,807 $16,167 $72,833
===== ===== ========== ======= =======
66
OREGON MINERAL TECHNOLOGIES, INC.
(Formerly Advanced Mineral Technologies, Inc.)
(a development stage company)
Statements of Stockholders' Equity (Deficit)
For Period from November 19, 1999 (inception) through December 31,
2008
(continued)
Accumulated
Deficit Total
----------- -----
Balance at November 19, 1999 - -
(inception)
Common shares issued for cash
At $.001 per share (2,000) -
Net income (loss) for the period
from inception November 19, 1999
through December 31, 1999 - -
--------- --------
Balance at December 31, 1999 (2,000) -
Common shares issued for
mineral rights at $.001
per share - 8,000
Common shares issued for
mineral rights at $.001
per share - 5,000
Net loss for the year ended
December 31, 2000 (5,000) (5,000)
--------- --------
Balance at December 31, 2000 (7,000) 8,000
Net loss for the year ended
December 31, 2001 (6,312) (6,312)
--------- --------
Balance at December 31, 2001 (13,312) 1,688
Common shares issued for
services at $.15 per
share - 2,800
Common shares issued for
cash at $.15 per share - 6,000
Net loss for the year ended
--------- --------
Balance at December 31, 2005 (75,302) 3,698
Common shares issued for cash
at $.33 per share - 10,000
Net loss for the year ended
December 31, 2006 (11,874) (11,874)
--------- --------
Balance at December 31, 2006 (87,176) $ 1,824
Net loss for the year ended
December 31, 2007 (13,745) (13,745)
--------- --------
Balance at December 31, 2007 (100,921) (11,921)
Net loss for the year ended
December 31, 2008 (18,182) (18,182)
--------- --------
Balance at December 31, 2008 $(119,103) $30,103)
========= ========
The Accompanying Notes are an Integral Part
of These Financial Statements
67
OREGON MINERAL TECHNOLOGIES, INC.
(Formerly Advanced Mineral Technologies, Inc.)
(a development stage company)
Statements of Cash Flows
Accumulated
For the For the From Inception
Year Ended Year Ended (Nov 9, 1999)
December 31, December 31, to Dec. 31,
2008 2007 2008
---------- ---------- ----------
Cash flows from operating activities
Net loss $ (18,182) $ (13,745) $ (119,103)
Noncash items Included in net loss
Common stock issued for services - - 2,800
Changes In Operating Assets and
Liabilities
(Increase) Decrease in Accounts
Receivable and Advances 1,000 - -
(Increase) Decrease in Inventory - (3,411) (4,998)
(Increase) Decrease in Prepaid Expense 500 - -
Increase (Decrease) in Accounts Payable
and Accrued Expenses 4,849 2,277 8,453
---------- ---------- ----------
Net cash provided by operating
activities (11,833) (14,879) (112,848)
---------- ---------- ----------
Cash flows from investing activities
---------- ---------- ----------
Net cash used by investing activities - - -
---------- ---------- ----------
Cash flows from financing activities
Proceeds from notes payable - related party 12,114 14,455 40,827
Cash received from issuance of common stock - - 72,800
---------- ---------- ----------
Net cash provided by financing activities 12,114 14,455 113,627
---------- ---------- ----------
Net increase (decrease) in cash 281 (424) 779
Cash, beginning 498 922 -
---------- ---------- ----------
Cash, ending $ 779 $ 498 $ 779
========== ========== ==========
Supplemental Disclosures of Cash Flow Activities
Cash Paid for
Interest - - -
Income taxes - - -
========== ========== ==========
Non-cash and Investing Activities
Common Stock Issued for Services - - 2,800
Common Stock Issued for Assets - - 13,400
========== ========== ==========
The Accompanying Notes are an Integral Part
of These Financial Statements
67
OREGON MINERAL TECHNOLOGIES, INC.
(Formerly Advanced Mineral Technologies, Inc.)
Notes to Financial Statements
NOTE 1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNT POLICIES
Business and Organization
This summary of significant accounting policies of OREGON MINERAL
TECHNOLOGIES, INC., Formerly Advanced MINERAL TECHNOLOGIES, INC. (the
Company) is presented to assist in understanding the Company's
financial statements. The financial statements and notes are
representations of the Company's management, which is responsible for
their integrity and objectivity. These accounting policies conform to
accounting principles generally accepted in the United States of
America and have been consistently applied in the preparation of the
financial statements.
The Company was incorporated as Swan Land and Cattle Company in the
state of Wyoming on November 9, 1999. On November 17, 1999 the name
was changed to U.S. Sonix, Inc. On March 27, 2000 the name was changed
to Oregon Mineral Technologies, Inc. and increased the authorized
common stock to 29,000,000 shares at .001 par value and authorized
1,000,000 shares of preferred stock at .001 par value. On November 2,
2009, the name was changed to OREGON MINERAL TECHNOLOGIES, INC. and the
Shareholders and BD the increase of the authorized common stock to
100,000,000 shares.
Oregon Mineral Technologies, (OMT) is a corporation originally
organized to acquire mineral interests of a unique mineralized clay
formation in Oregon, classified as K-Rectorite, and to develop and
exploit this unique clay. Since inception, AMT has been formulating
plans to process, market and distribute the mineralized clay primarily
to the large potential agricultural market as OR-GROW as well as other
smaller markets. OR-GRO is a highly altered, highly mineralized
volcanic clay that when used as a soil amendment, enhances the growth
and health of plants. Since that time, however, there has been a
significant interest and research in the bio-medical properties of the
clay. This market could exponentially expand the Company's market
potential for the clay.
The Company has not achieved significant revenues and is a development
stage company in accordance with SFAS 7.
Fair Value of Financial Instruments
SFAS No. 157, "Fair Value Measurements. SFAS No. 157 defines fair
value, establishes a three-level valuation hierarchy for disclosures of
fair value measurement and enhances disclosure requirements for fair
value measures. The three levels are defined as follows:
- Level 1 inputs to the valuation methodology are quoted prices
(unadjusted) for identical assets or liabilities in active markets.
- Level 2 inputs to the valuation methodology include quoted prices
for similar assets and liabilities in active markets, and inputs that
are observable for the asset or liability, either directly or
indirectly, for substantially the full term of the financial
instrument.
68
OREGON MINERAL TECHNOLOGIES, INC.
(Formerly Advanced Mineral Technologies, Inc.)
Notes to Financial Statements
NOTE 1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNT POLICIES
(continued)
- Level 3 inputs to valuation methodology are unobservable and
significant to the fair measurement.
The carrying amounts reported in the balance sheets for the cash and
cash equivalents and current liabilities each qualify as financial
instruments and are a reasonable estimate of fair value because of the
short period of time between the origination of such instruments and
their expected realization and their current market rate of interest.
The carrying value of notes payable approximates fair value because
negotiated terms and conditions are consistent with current market
rates as of December 31, 2008 and 2007.
Cash Equivalents
The Company maintains a cash balance in a non-interest-bearing account
that currently does not exceed federally insured limits. For the
purpose of the statements of cash flows, all highly liquid investments
with an original maturity of three months or less are considered to be
cash equivalents.
Concentration of Credit Risk
Financial instruments, which potentially subject us to concentrations
of credit risk, consist principally of cash. Our cash balances are
maintained in accounts held by major banks and financial institutions
located in the United States. The Company does not maintain amounts on
deposit with a financial institution that are in excess of the
federally insured limit of $250,000.
The Company is a development stage company and has had limited sales
and customers during the years 2008 and 2007 concentration of risk is
not a material factor.
Basic and Fully Diluted Loss Per Share
SFAS No. 128, Earnings per Share, requires dual presentation of basic
and diluted earnings or loss per share ("EPS") for all entities with
complex capital structures and requires a reconciliation of the
numerator and denominator of the basic EPS computation to the numerator
and denominator of the diluted EPS computation. Basic EPS excludes
dilution; diluted EPS reflects the potential dilution that could occur
if securities or other contracts to issue common stock were exercised
or converted into common stock or resulted in the issuance of common
stock that then shared in the earnings of the entity.
The computation of basic and diluted loss per common share is based on
the weighted average number of shares outstanding during each period.
69
OREGON MINERAL TECHNOLOGIES, INC.
(Formerly Advanced Mineral Technologies, Inc.)
Notes to Financial Statements
NOTE 1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNT POLICIES
(continued)
December 31
2008 2007
---- ----
NET LOSS (18,182) (13,745)
BASIC AND FULLY DILUTED LOSS
PER COMMON SHARE $ (0.00) $ (0.00)
======== ========
BASIC AND FULLY DILUTED
WEIGHTED AVERAGE NUMNER OF SHARES
OUTSTANDING 16,166,807 16,166,807
========== ==========
The computation of loss per common share is based on the weighted
average number of shares outstanding during the year plus the common
stock equivalents which would arise from the exercise of stock options
and warrants outstanding using the treasury stock method and the
average market price per share during the year. The Company has not
issued any options or warrants.
The Company did not have any outstanding common stock equivalents for
the years ended December 31, 2008 and 2007.
Use of Estimates
The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America requires
management to make estimates and assumptions that affect the reporting
amounts of assets and liabilities and disclosure of contingent assets
and liabilities at the date of the financial statements and the
reported amounts of revenues and expenses during the periods.
Management makes these estimates using the best information available
at the time the estimates are made; however, actual results could
differ materially from these estimates.
Revenue recognition
The Company applies the provisions of SEC Staff Accounting Bulletin No.
104, "Revenue Recognition in Financial Statements" ("SAB 104"), which
provides guidance on the recognition, presentation and disclosure of
revenue in financial statements filed with the SEC. SAB 104 outlines
the basic criteria that must be met to recognize revenue and provides
guidance for disclosure related to revenue recognition policies. In
general, the Company recognizes revenue related to goods and services
provided when (i) persuasive evidence of an arrangement exists, (ii)
delivery has occurred or services have been rendered, (iii) the fee is
fixed or determinable, and (iv) collectability is reasonably assured.
The Company's revenues are generated from sale of products. The company
uses third party vendors for digging, preparing, bagging and storing
products for sale. Revenues from the sale of products are generally
70
OREGON MINERAL TECHNOLOGIES, INC.
(Formerly Advanced Mineral Technologies, Inc.)
Notes to Financial Statements
NOTE 1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNT POLICIES
(continued)
recognized upon shipment of product, which corresponds with the
transfer of title. The costs of shipping are typically billed to the
customer upon shipment and are included in cost of sales. Deposits
from customers for orders to be delivered in the future are recorded as
deferred revenues.
Research and Development
The Company follows the policy of expensing its research and
development costs in the period in which they are incurred in
accordance with SFAS No. 2, "Accounting for Research and Development
Costs". The Company has not incurred research and development expenses
during the years ended December 31, 2008 and 2007.
Inventory
The Company's inventory consists of processed clay. Inventory consists
of production materials and is stated at the lower of cost (first-in,
first-out method), or market value. The mineral clay is dried, ground
and bagged in 50# bags and generally stored at the vendor facility.
The Company uses third party vendors for digging, preparing, bagging
and storing products for sale.
Inventory 2008 2007
---- ----
Finished Product $4,998 $4,998
Obsolescence - -
------ ------
Net Inventory $4,998 $4,998
The Company believes that there is no obsolescence and the inventory is
saleable and useable.
Property and Equipment
Property and equipment are stated at cost, net of accumulated
depreciation. Depreciation is provided primarily by the straight-line
method over the estimated useful lives of the related assets of five
years. The Company has no depreciable property or equipment in at 2008
and 2007
71
OREGON MINERAL TECHNOLOGIES, INC.
(Formerly Advanced Mineral Technologies, Inc.)
Notes to Financial Statements
NOTE 1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNT POLICIES
Mineral Rights and Claims
Mineral rights and claims are defined in accordance with EITF 04-2 and
carried at cost. The Company will amortize the costs of rights and
claims based upon completion. The depletion amount through 2008
resulted in amortization of less than $1 and was recorded in the in the
statements of operations in cost of sales.
In 2000, the Company acquired mineral claims for K-Rectonite in Jackson
County Oregon. These claims were acquired through the issuance of
8,000,000 shares of common stock valued at par value of $001, or
$8,000.
In 2000, the Company also acquired mineral interests to 10,000,000 tons
of K-Rectonite clay from Rogue Silicates, Inc. This clay is from
claims owned by Rogue Silicates. It is the Company's responsibility to
find and extract the mineral. This interest was acquired through the
issuance of 5,000,000 shares of common stock at par value of $.001, or
$5,000. The Company has agreed to pay Rogue Silicates $5,000 per year
to maintain this interest and the claims acquired above.
In 2005, the Company acquired additional claims for K Rectonite in
Jackson County Oregon, from individuals. These claims were acquired
through the issuance of 400,000 shares of common stock valued at par
value $.001, or $400. The Company agreed to pay Rogue Silicates $1,000
per year to maintain these claims.
A schedule of mineral claims, interest and associated amortization is
below. The claims and interests have been booked at cost.
In 2000, the Company obtained an option to buy the mineral claims of
Rogue Silicates, Inc. for an option price of $10,000,000. This option
expired June 1, 2008. The Company has not yet negotiated an extension
or renewal of the option.
2008 2007
---- ----
Mineral Claims $ 8,400 $ 8,400
Mineral Interest 5,000 5,000
------- -------
Total 13,400 13,400
Amortization - -
------- -------
Net $13,400 $13,400
In accordance with SFAS 142, the Company has determined that there is
no impairment of the value of the interests and claims at December 31,
2008 and 2007.
72
OREGON MINERAL TECHNOLOGIES, INC.
(Formerly Advanced Mineral Technologies, Inc.)
Notes to Financial Statements
NOTE 1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNT POLICIES
Accounts Receivable
Accounts receivable are carried at original invoice amount less an
estimate made for doubtful receivables based on a review of all
outstanding amounts. Specific reserves are estimated by management
based on certain assumptions and variables, including the customer's
financial condition, age of the customer's receivables, and changes in
payment histories. As of December 31, 2008 and 2007, there is no
allowance for doubtful receivables. Recoveries of trade receivables
previously written off are recorded when received.
The Company did not have any accounts receivable at December 31, 2008
and 2007.
Advances Related Parties
Prior to December 31, 2007, the Company had Oregon to Sumac
Corporation, a related party entity, $1,000. The amount was non-
interest bearing, unsecured and due on demand. During 2008, this
amount was exhausted. The Company has no other advances to related
parties for the year ended December 31, 2008.
Income Taxes
The Financial Accounting Standards Board (FASB) has issued FASB ASC
740-10 (Prior authoritative literature: Financial Interpretation No.
48, "Accounting for Uncertainty in Income Taxes - An Interpretation of
FASB Statement No. 109 (FIN 48)). FASB ASC 740-10 clarifies the
accounting for uncertainty in income taxes recognized in an
enterprise's financial statements in accordance with prior literature
FASB Statement No. 109, Accounting for Income Taxes. This standard
requires a company to determine whether it is more likely than not that
a tax position will be sustained will be sustained upon examination
based upon the technical merits of the position. If the more-likely-
than- not threshold is met, a company must measure the tax position to
determine the amount to recognize in the financial statements. As a
result of the implementation of this standard, the Company performed a
review of its material tax positions in accordance with recognition and
measurement standards established by FASB ASC 740-10.
Deferred taxes are provided on a liability method whereby deferred tax
assets are recognized for deductible temporary differences and
operating loss and tax credit carryforwards and deferred tax
liabilities are recognized for taxable temporary differences.
Temporary differences are the differences between the reported amounts
of assets and liabilities and their tax basis. Deferred tax assets are
reduced by a valuation allowance when, in the opinion of management, it
is more likely than not that some portion or all of the deferred tax
assets will not be realized. Deferred tax assets and liabilities are
adjusted for the effects of changes in tax laws and rates on the date
of enactment.
73
OREGON MINERAL TECHNOLOGIES, INC.
(Formerly Advanced Mineral Technologies, Inc.)
Notes to Financial Statements
NOTE 1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNT POLICIES
(continued)
Deferred tax assets and the valuation account are as follows:
For the Years Ended
December 31,
2008 2007
---- ----
Deferred tax asset:
Net operating loss carryforward $ 119,103 $ 100,921
Valuation allowance (119,103) (100,921)
--------- ---------
$ - $ -
Components of income tax expense are as follows:
For the Years Ended
December 31,
2008 2007
---- ----
Current Federal tax $ - $ -
Current State tax - -
Change in NOL benefit 18,182 13,745
Change in valuation allowance (18,182) (13,745)
-------- --------
$ - $ -
At December 31, 2008, the Company had net operating loss carry forwards
of approximately $119,103 that may be offset against future taxable
income from the year 2024 through 2028. No tax benefit has been
reported in the December 31, 2008 financial statements since the
potential tax benefit is offset by a valuation allowance of the same
amount.
Capital Structure
Common Stock
Dividends may be paid on outstanding shares as declared by the Board of
Directors. Each share of common stock is entitled to one vote.
During the year ended December 31, 1999, the Company issued 2,000,000
shares of common stock to initial investors at the par value of $.001
During the year ended December 31, 2000, the Company issued 13,000,000
shares of common stock at par value of $.001 for the acquisition of
mineral claims and rights.
During the year 2002, the Company issued 18,667 shares of common stock
for services at $.15 per share for a value of $2,800. The Company also
issued 40,000 shares of common stock at $.15 per share for a value of
$6,000.
74
OREGON MINERAL TECHNOLOGIES, INC.
(Formerly Advanced Mineral Technologies, Inc.)
Notes to Financial Statements
NOTE 1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNT POLICIES
(continued)
During the year 2003, the Company issued 730,140 shares of common stock
at $.09 per share for a value of $64,800. The Company also recalled
and canceled 52,000 shares of stock from a related party for $.19 per
share for a value of $10,000.
During the year 2005, the Company issued 400,000 shares at par value of
$.001 per share for the acquisition of mineral claims for a value of
$400.
During 2006 the company issued 30,000 shares of common stock for cash
at $.33 per share for a value of $10,000.
Preferred Stock
No shares of preferred stock have been issued or are outstanding.
Dividends, voting rights and other terms, rights and preferences of the
preferred shares have not been designated but may be designated by the
Board of Directors from time to time.
Loans Payable Related Parties
The Company has received loans primarily from a former officer and
related companies. Included in the loans are the accrued maintenance
and other fee discussed in Mineral Interests. The loans are unsecured,
have fixed dates and bear interest.
During 2003 we received a $1,080 loan from Ray Huckaba. The note was
issued with a due date of August 5, 2010 at 8% simple interest. A
payment of $78 was made in 2006. The Loan had a principal balance at
December 31, 2008 of $ 1,002 and had accrued interest at that date of $
49.
During 2005 we issued a note for the Maintenance Fee on our mineral
interests for $5,000 to Rogue Silicates, Inc at 8% simple interest, due
August 5, 2010. No payments have been made. The Loan had a principal
balance at December 31, 2008 of $5,000 and had accrued interest at that
date of $1,368. In September we issued a note for Assessment work for
$1,000 to Rogue Silicates, Inc at 8% simple interest, due September 5,
2010. No payments have been made. The Loan had a principal balance at
December 31, 2008 of $1,000 and had accrued interest at that date of
$267.
During 2006 we issued a note for the Maintenance Fee on our mineral
interests for $5,000 to Rogue Silicates, Inc at 8% simple interest, due
August 5, 2010. No payments have been made. The Loan had a principal
balance at December 31, 2008 of $ 5,000 and had accrued interest at
that date of $968. During August we received a $1,700 loan from Rogue
Silicates, Inc. The note was issued with a maturity date of August 5,
2010 at 8% simple interest. A payment in the amount of $386 was made
in 2008. The Loan had a principal balance at December 31, 2008 of
76
OREGON MINERAL TECHNOLOGIES, INC.
(Formerly Advanced Mineral Technologies, Inc.)
Notes to Financial Statements
NOTE 1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNT POLICIES
(continued)
$1,314 and had accrued interest at that date of $46. In November we
issued a note for claim work for $1,056 to Rogue Silicates, Inc at 8%
simple interest, due August 5, 2010. No payments have been made. The
Loan had a principal balance at December 31, 2008 of $1,056 and had
accrued interest at that date of $ 183.
During 2007 we issued a note for the Maintenance Fee on our mineral
interests for $5,000 to Rogue Silicates, Inc at 8% simple interest, due
August 5, 2010. No payments have been made. The Loan had a principal
balance at December 31, 2008 of $5,000 and had accrued interest at that
date of $ 567. In September, we issued a note for Assessment work for
$1,000 to Rogue Silicates, Inc at 8% simple interest, due August 5,
2010. No payments have been made. The Loan had a principal balance at
December 31, 2008 of $1,000 and had accrued interest at that date of
$107. During October we received a $3,500 loan from Rogue Silicates,
Inc. The note was issued with a maturity date of October 22, 2010 at
8% simple interest. No Payments have been made. The Loan had a
principal balance at December 31, 2008 of $3,500 and had accrued
interest at that date of $334. During October we received a $1,869
loan from Rogue Silicates, Inc. A note was issued with a maturity date
of August 5, 2010 at 8% simple interest. No Payments have been made.
The Loan had a principal balance at December 31, 2008 of $1,869 and had
accrued interest at that date of $ 180. In November, we issued a note
for claim work for $2,586 to Rogue Silicates, Inc at 8% simple
interest, due August 5, 2010. No payments have been made. The Loan had
a principal balance at December 31, 2008 of $2,586 and had accrued
interest at that date of $241.
In March of 2008, we received a $3,500 loan from Sumac, Inc. The note
was issued with a maturity date of August 5, 2010 at 8% simple
interest. No Payments have been made. The Loan had a principal
balance at December 31, 2008 of $3,500 and had accrued interest at that
date of $155. During April we received a $3,000 loan from Rogue
Silicates, Inc. The note has a maturity date of August 5, 2010 and
bears interest at 8%. No payments have been made. The Loan had a
principal balance at December 31, 2008 of $3,000 and had accrued
interest at that date of $170. In August, we issued a note for
Maintenance Fee on our mineral interests for $5,000 to Rogue Silicates,
Inc at 8% simple interest, due August 5, 2010. No payments have been
made. The Loan had a principal balance at December 31, 2008 of $ 5,000
and had accrued interest at that date of $ 168. In September, we issued
a note for Assessment work for $1,000 to Rogue Silicates, Inc at 8%
simple interest, due August 5, 2010. No payments have been made. The
Loan had a principal balance at December 31, 2008 of $1,000 and had
accrued interest at that date of $27.
77
OREGON MINERAL TECHNOLOGIES, INC.
(Formerly Advanced Mineral Technologies, Inc.)
Notes to Financial Statements
NOTE 1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNT POLICIES
(continued)
Notes Issued to Related Party
Accrued
Interest-Notes
Principal Amount December 31,
Related Party 2006 and 2007 2008 Total 2008
-------------------------------------------------------------------------------------
Notes payable to R Huckaba, unsecured
interest bearing at 8% due 2010 $ 502 $ 500 $ - $ 1,002 $ 49
Notes payable to Rogue, Silicates Inc
unsecured, interest bearing at 8%,
due 2010 13,756 13,955 8,614 36,325 4,623
Notes payable to Sumac Corp, unsecured
Interest bearing at 8%, due 2010 - - 3,500 3,500 (155)
------- ------- ------- ------- ------
Total $14,258 $14,455 $12,144 $40,827 $4,517
======= ======= ======= ======= ======
2008 2007
---- ----
Long Term Debt Obligations $40,827 $28,723
Less Current Portion - -
------- -------
Long Term Portion $40,827 $28,713
Accrued interest on the notes listed above was $1,894 and $4,517 for
the years ended December 31, 2007 and 2008.
Mr. Raymond Huckaba is a former officer and director and share holder
of the Company. Rogue Silicates, Inc and Sumac Corp. are affiliates of
R. Huckaba.
There are 15 individual notes issued at varying dates and amounts and
shown in total for each party as of December 31, 2008 and 2007. All
notes are due and payable at various dates in the year 2010 and carry
an 8% per year simple interest rate.
Recent Accounting Pronouncements
In June 2008, the FASB issued FASB Staff Position EITF 03-6-1,
Determining Whether Instruments Granted in Share-Based Payment
Transactions Are Participating Securities, ("FSP EITF 03-6-1"). FSP
EITF 03-6-1 addresses whether instruments granted in share-based
payment transactions are participating securities prior to vesting, and
therefore need to be included in the computation of earnings per share
under the two-class method as described in FASB Statement of Financial
Accounting Standards No. 128, "Earnings per Share." FSP EITF 03-6-1 is
78
OREGON MINERAL TECHNOLOGIES, INC.
(Formerly Advanced Mineral Technologies, Inc.)
Notes to Financial Statements
NOTE 1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNT POLICIES
(continued)
effective for financial statements issued for fiscal years beginning on
or after December 15, 2008 and earlier adoption is prohibited. We are
not required to adopt FSP EITF 03-6-1; neither do we believe that FSP
EITF 03-6-1 would have material effect on our consolidated financial
position and results of operations if adopted.
In May 2008, the Financial Accounting Standards Board ("FASB") issued
SFAS No. 163, "Accounting for Financial Guarantee Insurance Contracts-
and interpretation of FASB Statement No. 60". SFAS No. 163 clarifies
how Statement 60 applies to financial guarantee insurance contracts,
including the recognition and measurement of premium revenue and claims
liabilities. This statement also requires expanded disclosures about
financial guarantee insurance contracts. SFAS No. 163 is effective for
fiscal years beginning on or after December 15, 2008, and interim
periods within those years. SFAS No. 163 has no effect on the
Company's financial position, statements of operations, or cash flows
at this time.
In May 2008, the Financial Accounting Standards Board ("FASB") issued
SFAS No. 162, "The Hierarchy of Generally Accepted Accounting
Principles". SFAS No. 162 sets forth the level of authority to a given
accounting pronouncement or document by category. Where there might be
conflicting guidance between two categories, the more authoritative
category will prevail. SFAS No. 162 will become effective 60 days
after the SEC approves the PCAOB's amendments to AU Section 411 of the
AICPA Professional Standards. SFAS No. 162 has no effect on the
Company's financial position, statements of operations, or cash flows
at this time.
In March 2008, the Financial Accounting Standards Board, or FASB,
issued SFAS No. 161, Disclosures about Derivative Instruments and
Hedging Activities-an amendment of FASB Statement No. 133. This
standard requires companies to provide enhanced disclosures about (a)
how and why an entity uses derivative instruments, (b) how derivative
instruments and related hedged items are accounted for under Statement
133 and its related interpretations, and (c) how derivative instruments
and related hedged items affect an entity's financial position,
financial performance, and cash flows. This Statement is effective for
financial statements issued for fiscal years and interim periods
beginning after November 15, 2008, with early application encouraged.
The Company has not yet adopted the provisions of SFAS No. 161, but
does not expect it to have a material impact on its financial position,
results of operations or cash flows.
In June 2008, the FASB issued FASB Staff Position EITF 03-6-1,
Determining Whether Instruments Granted, results of operations or cash
flows in Share-Based Payment Transactions Are Participating Securities,
("FSP EITF 03-6-1"). FSP EITF 03-6-1 addresses whether instruments
79
OREGON MINERAL TECHNOLOGIES, INC.
(Formerly Advanced Mineral Technologies, Inc.)
Notes to Financial Statements
NOTE 1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNT POLICIES
(continued)
granted in share-based payment transactions are participating
securities prior to vesting, and therefore need to be included in the
computation of earnings per share under the two-class method as
described in FASB Statement of Financial Accounting Standards No. 128,
"Earnings per Share." FSP EITF 03-6-1 is effective for financial
statements issued for fiscal years beginning on or after December 15,
2008 and earlier adoption is prohibited. We are not required to adopt
FSP EITF 03-6-1; neither do we believe that FSP EITF 03-6-1 would have
material effect on our consolidated financial position and results of
operations if adopted.
In May 2008, the Financial Accounting Standards Board ("FASB") issued
SFAS No. 163, "Accounting for Financial Guarantee Insurance Contracts-
and interpretation of FASB Statement No. 60". SFAS No. 163 clarifies
how Statement 60 applies to financial guarantee insurance contracts,
including the recognition and measurement of premium revenue and claims
liabilities. This statement also requires expanded disclosures about
financial guarantee insurance contracts. SFAS No. 163 is effective for
fiscal years beginning on or after December 15, 2008, and interim
periods within those years. SFAS No. 163 has no effect on the
Company's financial position, statements of operations, or cash flows
at this time.
In May 2008, the Financial Accounting Standards Board ("FASB") issued
SFAS No. 162, "The Hierarchy of Generally Accepted Accounting
Principles". SFAS No. 162 sets forth the level of authority to a given
accounting pronouncement or document by category. Where there might be
conflicting guidance between two categories, the more authoritative
category will prevail. SFAS No. 162 will become effective 60 days
after the SEC approves the PCAOB's amendments to AU Section 411 of the
AICPA Professional Standards. SFAS No. 162 has no effect on the
Company's financial position, statements of operations, or cash flows
at this time.
In March 2008, the Financial Accounting Standards Board, or FASB,
issued SFAS No. 161, Disclosures about Derivative Instruments and
Hedging Activities-an amendment of FASB Statement No. 133. This
standard requires companies to provide enhanced disclosures about (a)
how and why an entity uses derivative instruments, (b) how derivative
instruments and related hedged items are accounted for under Statement
133 and its related interpretations, and (c) how derivative instruments
and related hedged items affect an entity's financial position,
financial performance, and cash flows. This Statement is effective for
financial statements issued for fiscal years and interim periods
beginning after November 15, 2008, with early application encouraged.
The Company has not yet adopted the provisions of SFAS No. 161, but
does not expect it to have a material impact on its financial position.
80
OREGON MINERAL TECHNOLOGIES, INC.
(Formerly Advanced Mineral Technologies, Inc.)
Notes to Financial Statements
NOTE 1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNT POLICIES
(continued)
In December 2007, the SEC issued Staff Accounting Bulletin (SAB) No.
110 regarding the use of a "simplified" method, as discussed in SAB No.
107 (SAB 107), in developing an estimate of expected term of "plain
vanilla" share options in accordance with SFAS No. 123 (R), Share-Based
Payment. In particular, the staff indicated in SAB 107 that it will
accept a company's election to use the simplified method, regardless of
whether the company has sufficient information to make more refined
estimates of expected term. At the time SAB 107 was issued, the staff
believed that more detailed external information about employee
exercise behavior (e.g., employee exercise patterns by industry and/or
other categories of companies) would, over time, become readily
available to companies. Therefore, the staff stated in SAB 107 that it
would not expect a company to use the simplified method for share
option grants after December 31, 2007. The staff understands that such
detailed information about employee exercise behavior may not be widely
available by December 31, 2007. Accordingly, the staff will continue to
accept, under certain circumstances, the use of the simplified method
beyond December 31, 2007. The Company currently does not have share
options and warrants, and will assess the impact of SAB 110 future
years. It is not believed that this will have an impact on the
Company's financial position, results of operations or cash flows.
In February 2007, the FASB, issued SFAS No. 159, The Fair Value Option
for Financial Assets and Liabilities-Including an Amendment of FASB
Statement No. 115. This standard permits an entity to choose to
measure many provisions in FAS 159 are elective; however, an amendment
to FAS 115 Accounting for Certain Investments in Debt and Equity
Securities applies to all entities with available for sale or trading
securities. Some requirements apply differently to entities that do
not report net income. SFAS No. 159 is effective as of the beginning
of an entity's first fiscal year that begins after November 15, 2007.
Early adoption is permitted as of the beginning of the previous fiscal
year provided that the entity makes that choice in the first 120 days
of that fiscal year and also elects to apply the provisions of SFAS No.
157 Fair Value
Measurements. The Company adopted SFAS No. 159 beginning March 1,
2008. The adoption of this pronouncement would have no an impact on the
Company's financial position, results of operations or cash flows.
In September 2006, the FASB issued SFAS No. 157, Fair Value
Measurements. This statement defines fair value, establishes a
framework for measuring fair value in generally accepted accounting
principles (GAAP), and expands disclosures about fair value
measurements. This statement applies under other accounting
pronouncements that require or permit fair value measurements, the
Board having previously concluded in those accounting pronouncements
that fair value is the relevant measurement attribute. Accordingly,
81
OREGON MINERAL TECHNOLOGIES, INC.
(Formerly Advanced Mineral Technologies, Inc.)
Notes to Financial Statements
NOTE 1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNT POLICIES
(continued)
this statement does not require any new fair value measurements.
However, for some entities, the application of this statement will
change current practice. This statement is effective for financial
statements issued for fiscal years beginning after November 15, 2007,
and interim periods within those fiscal years. Earlier application is
encouraged, provided that the reporting entity has not yet issued
financial statements for that fiscal year, including financial
statements for an interim period within that fiscal year. The adoption
of this pronouncement would have no not an impact on the Company's
financial position, results of operations or cash flows.
Long-Lived Assets
The Company applies the provisions of Statement of Financial Accounting
Standards No. 144," Accounting for the Impairment or Disposal of Long-
Lived Assets" ('SFAS 144"), which addresses financial accounting and
reporting for the impairment or disposal of long-lived assets. The
Company periodically evaluates the carrying value of long-lived assets
to be held and used in accordance with SFAS 144. SFAS 144 requires
impairment losses to be recorded on long-lived assets used in
operations when indicators of impairment are present and the
undiscounted cash flows estimated to be generated by those assets are
less than the asset's carrying amounts. In that event a loss is
recognized based on the amount by which the carrying value exceeds the
fair value of the long-lived assets. Loss on long-lived assets to be
disposed of is determined in a similar manner, except that fair market
values are reduced for the cost of disposal. Based on its review, The
Company has not recorded an impairment of long-lived assets as of
December 31, 2008 and 2007.
NOTE 2. GOING CONCERN
The Company's financial statements are prepared using generally
accepted accounting principles applicable to a going concern, which
contemplates the realization of assets and liquidation of liabilities
in the normal course of business. The Company has not yet established
an ongoing source of revenues sufficient to cover its operating costs
and allow it to continue as a going concern. Historically, the Company
has incurred annual losses, which have resulted in an accumulated
deficit of $119,103 at December 31, 2008. The Company also has a
nominal working capital and negative cash flow from operations. These
factors raise substantial doubt about the Company's ability to continue
as a going concern. The ability of the Company to continue as a going
concern is dependent on the Company increasing sales to the point it
becomes profitable. The Company may need to raise additional capital
for working capital, processing equipment and marketing to increase its
sales. If the Company is unable to increase sales sufficiently or
obtain adequate capital, it could be forced to cease operation. The
82
OREGON MINERAL TECHNOLOGIES, INC.
(Formerly Advanced Mineral Technologies, Inc.)
Notes to Financial Statements
NOTE 2. GOING CONCERN (continued)
accompanying financial statements do not include any adjustments
relating to the recoverability and classification of asset carrying
amounts or the amount and classification of liabilities that might
result from the outcome of this uncertainty.
Management plans to increase sales by increasing its marketing program
and to obtain additional capital from the filing an Form S-1 with the
SEC, registering common stock for entering the public stock market for
sales shares of its common stock. However, management cannot provide
any assurances that the Company will be successful in accomplishing any
of its plans.
NOTE 3. COMMITMENTS AND CONTINGENCIES
Operating Leases
The Company has obligations to pay $5,000 and $1,000 per year to a
related party, Rogue Silicates, Inc. to maintain its mineral claims and
leases. The Company has incurred expense of $6,000 in 2008 and 2007
respectively. The obligation is on an ongoing basis as long as the
claims and lease for the clay remain. The expense is recorded in
General and Administrative expense in the statements of operations.
Consulting Agreements
The company entered in to an agreement with a firm to act as an
introducing broker. The company is was paid an initial fee $2,500 and
is obligated to pay the broker an additional fee of $2,500 upon
completion of an SEC S-1 filing and additional variable fees for
successful funding and or acceptance and signing of an acceptable term
sheet.
NOTE 4. SUBSEQUENT EVENTS
The Company had a lease of the claims of World Organics, Inc. and an
option to purchase the claims. The lease expires with the exercise of
the option to buy the claims. On January 1, 2009, an option to
purchase all mineral claims of World Organics, Inc. for $3,000,000
expired. The Company has not yet negotiated an extension or renewal of
the option or lease.
In February 2009, the Company entered into a consulting agreement with
a firm to assist the Company in preparation of a revised business plan,
company accounting records and related corporate documentation for the
submission of registration documents to the SEC for its common stock.
The Company agreed to pay $500 per month for six months and a payment
of 60,000 shares of common stock which were issued at $.10 per share
for a total share value of $6,000. The agreement was extended for four
months at an additional fee of $600 per month for a total of $ 11,600
in fees and stock.
83
OREGON MINERAL TECHNOLOGIES, INC.
(Formerly Advanced Mineral Technologies, Inc.)
Notes to Financial Statements
NOTE 4. SUBSEQUENT EVENTS (continued)
In June 2009 the company issued 3,000 shares of common stock at $1.00
per share and paid $1,000 cash to a consultant for market research for
a total expense of $4,000.
In September 2009 all notes payable were cancelled and rewritten to
extend the due dates to September 30, 2011. All other terms, conditions
interest rate and principal remained unchanged.
On November 2, 2009, at a shareholders meeting, the company amended the
Articles of Incorporation to change its name to OREGON MINERAL
TECHNOLOGIES, INC. The Company also amended the Articles of
Incorporation to change the authorized common stock to 100,000,000
shared from 29,000,000 shares.
Oregon Mineral Technologies, Inc. has evaluated subsequent events
for the period December 31, 2008 through February 15, 2010, the date
its financial statements were issued, and concluded there were no
other events or transactions occurring during this period that
required recognition of disclosure in its financial statements.
84
Up to a Maximum of 2,500,000 Common Shares,
Prospectus
Oregon Mineral Technologies, Inc.
February 15, 2010
YOU SHOULD ONLY RELY ON THE INFORMATION CONTAINED IN THIS
PROSPECTUS. WE HAVE NOT AUTHORIZED ANYONE TO PROVIDE YOU WITH
INFORMATION DIFFERENT FROM THAT CONTAINED IN THIS PROSPECTUS. WE ARE
OFFERING TO SELL, AND SEEKING OFFERS TO BUY, SHARES OF COMMON STOCK
ONLY IN JURISDICTIONS WHERE OFFERS AND SALES ARE PERMITTED.
Until __________________2010, all dealers that effect transactions
in these securities, whether or not participating in this offering,
may be required to deliver a prospectus. This is in addition to the
dealers' obligation to deliver a prospectus when acting as
underwriters and with respect to their unsold allotments or
subscriptions.
85
PART II INFORMATION NOT REQUIRED IN PROSPECTUS
Item 24. Indemnification of Directors and Officers Insofar as
indemnification for liabilities arising under the Securities Act may
be permitted to directors, officers and controlling persons of the
small business issuer as provided in the foregoing provisions, or
otherwise, the small business issuer has been advised that in the
opinion of the SEC such indemnification is against public policy as
expressed in the Securities Act and is, therefore, unenforceable. In
the event that a claim for indemnification against such liabilities,
other than the payment by the small business issuer of expenses
incurred or paid by a director, officer or controlling person of the
small business issuer in the successful defense of any action, suit
or proceeding, is asserted by such director, officer or controlling
person in connection with the securities being registered, the small
business issuer will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court
of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of
such issue.
Item 25. Other Expenses of Issuance and Distribution The following
table sets forth the estimated expenses to be incurred in connection
with the distribution of the securities being registered. Oregon
Minerals shall pay the expenses.
SEC Registration Fee . . . . . . $ 356.10
Printing and Engraving Expenses 1,500.00
Legal Fees and Expenses . . . . 12,000.00
Accounting Fees and Expenses. . 5,000.00
Miscellaneous . . . . . . . . . 2,500.00
--------
TOTAL . . . . . . . . . . . . . $21,356.10
==========
Item 26. Recent Sales of Unregistered Securities
During 2009, Oregon Mineral issued 60,000 shares at $0.10 to
__________________________ for services. Oregon Mineral issued 400
shares at $0.3125 for cash to ______________. Oregon Mineral issued
5,024 shares at $.255 for cash to ___________. Oregon Mineral issued
3,000 shares at $1.00 to _________________ for services. Oregon
Mineral issued 30, 000 share to ______________________ to adjust the
number of shares issued in a prior year for cash.
These common shares were issued pursuant to an exemption from
registration under Section 4(2) to sophisticated investors.
86
Item 27. Exhibits
INDEX TO EXHIBITS
(3) Articles of Incorporation, By-Laws and Stock Option Plan.
(i) Articles of Incorporation incorporated by reference to Form
SB-2 filed February 14, 2006.
(ii) By-Laws incorporated by reference to Form SB-2 filed
February 14, 2006.
(iii) Instruments defining common stock incorporated by reference
to Amendment 1 of Form SB-2 filed October 17, 2006.
(5) Consent and opinion of Jody M. Walker, Attorney At Law.
(10.1) Purchase agreement dated April 20, 2000 between Oregon
Minerals and Rogue Silicates, Inc. incorporated by reference to
Amendment 1 of Form SB-2 filed October 17, 2006.
(10.2) Lease agreement with Rogue Silicates, Inc. incorporated by
reference to Amendment 1 of Form SB-2 filed October 17, 2006.
(10.3) Option to Purchase Mining Claims from Rogue Silicates, Inc.
incorporated by reference to Amendment 1 of Form SB-2 filed October 17,
2006.
(10.4) Lease agreement with World Organic's, Inc. incorporated by
reference to Amendment 1 of Form SB-2 filed October 17, 2006.
(10.5) Option to Purchase Mining Claims from World Organic's, Inc.
incorporated by reference to Amendment 1 of Form SB-2 filed October
17, 2006.
(10.6) Mining Claim Sale Contract by and between Oregon Mineral and
James Lane, Dorman Cox, Erik Thompson, Lee Meyer, Bobbie Meyer,
Charles Hamilton, Laurel Hamilton and Raymond Huckaba incorporated
by reference to Amendment 1 of Form SB-2 filed October 17, 2006.
(10.7) Agreement dated December 20, 2006 between Rogue Silicates and
Oregon Mineral.
(10.8) Agreement for the Sale of Goods dated December 23, 2006
between Rogue Silicates and Oregon Mineral.
(11) Statement of Computation of Per Share Earnings
This Computation appears in the Financial Statements.
(23) Consent of Certified Public Accountant.
Item 28. Undertakings (a) The undersigned registrant undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:
i. To include any prospectus required by Section 10(a) (3) of the
Securities Act;
ii. Reflect in the prospectus any facts or events arising after
the effective date of which, individually or together, represent a
fundamental change in the information in the registration statement.
Notwithstanding the foregoing, any increase or decrease in volume of
securities offered, if the total dollar value of securities offered
would not exceed that which was registered and any deviation from the
low or high end of the estimated maximum offering range may be
reflected in the form of prospectus filed with the SEC in accordance
with Rule 424(b) of this chapter, if, in the aggregate, the changes in
volume and price represent no more than a 20% change in the maximum
aggregate offering price set forth in the "Calculation of Registration
Fee" table in the effective registration statement; and
iii. Include any additional or changed material on the plan of
distribution.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered, and
the offering of such securities at that time shall be deemed to be the
initial BONA FIDE offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
(4) That, for the purpose of determining liability under the Securities
Act to any purchaser in the initial distribution of the securities, the
undersigned small business issuer will be a seller to the purchaser and
will be considered to offer or sell such securities to such purchaser:
i. Any preliminary prospectus or prospectus of the undersigned
small business issuer relating to the offering required to be filed
pursuant to Rule 424 (section 230.424 of this chapter);
ii. Any free writing prospectus relating to the offering prepared
by or on behalf of the undersigned small business issuer or used or
referred to by the undersigned small business issuer;
iii. The portion of any other free writing prospectus relating to
the offering containing material information about the undersigned
small business issuer or its securities provided by or on behalf of the
undersigned small business issuer; and
iv. Any other communication that is an offer in the offering made
by the undersigned small business issuer to the purchaser.
(5) That, for the purpose of determining liability under the Securities
Act of 1933 to any purchaser:
i. If Oregon Minerals is relying on Rule 430B (230.430B of this
chapter):
A. Each prospectus filed by Oregon Minerals pursuant to Rule 424(b) (3)
shall be deemed to be part of the registration statement as of the date
the filed prospectus was deemed part of and included in the
registration statement; and
B. Each prospectus filed by Oregon Minerals pursuant to Rule 424(b)
(2), (b) (5), or (b) (7) as part of the registration statement in
reliance on Rule 430B relating to an offering made pursuant to Rule
415(a) (1) (i), (vii), or (x) for the purpose of providing the
information required by section 10(a) of the Securities Act of 1933
shall be deemed to be part of the first contract of sale of securities
in the offering described in the prospectus. As provided in Rule 430B,
for liability purposes of the issuer and any person that is at that
date an underwriter, such date shall be deemed to be a new effective
date of the registration statement relating to the securities in the
registration statement to which that prospectus relates, and the
offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof. Provided, however, that no
statement made in a registration statement or prospectus that is part
of the registration statement or made in a document incorporated or
deemed incorporated by reference into the registration statement or
prospectus that is part of the registration statement will, as to a
purchaser with a time of contract of sale prior to such effective date,
supersede or modify any statement that was made in the registration
statement or prospectus that was part of the registration statement or
made in any such document immediately prior to such effective date; or
ii. If Oregon Minerals is subject to Rule 430C, each prospectus
filed pursuant to Rule 424(b) as part of the registration statement
relating to an offering, other than registration statements relying on
Rule 430B or other than prospectuses filed in reliance on Rule 430A,
shall be deemed to be part of and included in the registration
statement as of the date it is first used after effectiveness.
Provided, however, that no statement made in a registration statement
or prospectus that is part of the registration statement or made in a
document incorporated or deemed incorporated by reference into the
registration statement or prospectus that is part of the registration
statement will as to a purchaser with a time of contract of sale prior
to such first use, supersede or modify any statement that was made in
the registration statement or prospectus that was part of the
registration statement or made in any such document immediately prior
to such date of first use.
SIGNATURES
In accordance with the requirements of the Securities Act of 1933,
Oregon Minerals, Inc. certifies that it has reasonable grounds to
believe that it meets all of the requirements of filing on Form S-1 and
authorized this registration statement to be signed on its behalf by
the undersigned, in the City of Jacksonville, State of Oregon on the
15th day of February, 2010.
Oregon Mineral Technologies, Inc.
/s/Charles D. Hamilton
------------------------------
By: Charles D. Hamilton, President
In accordance with the requirements of the Securities Act of 1933, the
following persons in the capacities and on the dates stated signed this
registration statement.
Oregon Mineral, Inc.
(Registrant)
By: /s/Charles D. Hamilton Dated: February 15, 2010
-----------------------
Charles D. Hamilton
Director, Chief Executive Officer
Chief Financial Officer, Controller
My prior comment talked about the codification standards. I have
attached examples of what should probably be used here for the
September period. For the 2008, 2007 period the old standards were
acceptable.
Should the narrative above and the table include numbers from the
2009 year as well?
The issuance in 2006 for cash at $0.33 will cause problems for the
issuances for services for anything less than that amount. The
argument will be that if someone is willing to pay cash of $0.33 then
that is the market price and anything issued subsequent to that would
need to be valued at that price.
This is the wrong number.
This number isn't finished.
This is the wrong number.
Does not foot.
Does not foot.
Does not foot.
Does not foot.
Where are the net loss numbers? We have two weighted average share
numbers.
What should this be?
Is this the same as above?
The engagement letter for the 08 and 07 audits was $8,000, plus
what will be billed for review of S-1. I don't know if that matters or
not.
