Attached files
| file | filename |
|---|---|
| EX-31.1 - CERTIFICATION OF CHIEF EXECUTIVE OFFICER - Ceetop Inc. | f10q0610ex31i_oregon.htm |
| EX-31.2 - CERTIFICATION OF CHIEF FINANCIAL OFFICER - Ceetop Inc. | f10q0610ex31ii_oregon.htm |
| EX-32.1 - CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER - Ceetop Inc. | f10q0610ex32i_oregon.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-Q
QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the Quarterly Period ended June 30, 2010
Commission File Number 000-32629
OREGON GOLD, INC.
(Exact name of registrant as specified in charter)
|
Oregon
|
98-0408707
|
|
|
(State or other jurisdiction of
incorporation or organization)
|
(I.R.S. Employer Identification No.)
|
|
465 South Meadows Parkway #20, Reno, Nevada
|
89521
|
|
|
(Address of principal executive offices)
|
(Zip Code)
|
Registrant’s telephone number, including area code (416) 214-1483
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files. Yes x No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
|
Large accelerated filer ¨
|
Accelerated Filer ¨
|
|
|
Non-accelerated filer ¨ (Do not check if smaller reporting company)
|
Smaller Reporting Company x
|
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x
Indicate the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date: As of August 11, 2010, the Company had outstanding 19,900,100 shares of its common stock, par value $0.001.
1
TABLE OF CONTENTS
|
ITEM NUMBER AND CAPTION
|
PAGE
|
|
PART I
|
|
|
ITEM 1. Financial Statements
|
|
|
Balance Sheets - June 30, 2010 (Unaudited) and December 31, 2009
|
3
|
|
Unaudited Statements of Operations - Three and Six Months Ended June 30, 2010 and 2009
and the period from inception (February 18, 2003) through June 30, 2010
|
4
|
|
Unaudited Statements of Cash Flows - Six Months Ended June 30, 2010 and 2009
and the period from inception (February 18, 2003) to June 30, 2010
|
5
|
|
Notes to Unaudited Financial Statements
|
66
|
|
ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
|
9
|
|
ITEM 3. Quantitative and Qualitative Disclosures About Market Risks
|
10
|
|
ITEM 4. Controls and Procedures
|
11
|
|
PART II
|
|
|
ITEM 1. Legal Proceedings
|
11
|
|
ITEM 1A. Risk Factors
|
11
|
|
ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds
|
11
|
|
ITEM 3. Defaults Upon Senior Securities
|
11
|
|
ITEM 4. Submission of Matters to a Vote of Security Holders
|
11
|
|
ITEM 5. Other Information
|
11
|
|
ITEM 6. Exhibits
|
12
|
|
Signatures
|
12 |
2
ITEM 1. FINANCIAL STATEMENTS
|
Oregon Gold, Inc.
|
||||||||
|
(A Development Stage Company)
|
||||||||
|
Balance Sheets
|
||||||||
|
As of June 30, 2010 and December 31, 2009
|
||||||||
|
June 30,
|
December 31,
|
|||||||
|
2010
|
2009
|
|||||||
|
(Unaudited)
|
||||||||
|
ASSETS
|
||||||||
|
Cash
|
$ | - | $ | - | ||||
|
Accounts receivable, net
|
- | 58 | ||||||
|
Total Current Assets
|
- | 58 | ||||||
|
Acquisition and development costs
|
225,195 | 225,195 | ||||||
|
Accumulated depletion
|
(294 | ) | (294 | ) | ||||
|
Total property and equipment, net
|
224,901 | 224,901 | ||||||
|
TOTAL ASSETS
|
$ | 224,901 | $ | 224,959 | ||||
|
LIABILITIES AND STOCKHOLDERS’ EQUITY ( DEFICIT)
|
||||||||
|
Current Liabilities
|
||||||||
|
Accounts payable
|
$ | 11,000 | $ | 11,000 | ||||
|
Accounts payable-related party
|
79,141 | 33,346 | ||||||
|
Notes payable (including convertible notes)
|
10,907 | 385,839 | ||||||
|
Total current liabilities
|
101,048 | 430,185 | ||||||
|
Long-term liabilities
|
||||||||
|
Convertible notes payable - parent and related companies
|
- | - | ||||||
|
Total liabilities
|
101,048 | 430,185 | ||||||
|
Stockholders' Equity (Deficit)
|
||||||||
|
Common Stock - $0.001 par value; 100,000,000 shares authorized, 19,900,100 and 10,000,100 shares issued and outstanding as of June 30, 2010 and December 31, 2009 respectively
|
19,900 | 10,100 | ||||||
|
Additional paid in capital
|
939,986 | 446,320 | ||||||
|
Retained deficit
|
(836,033 | ) | (661,646 | ) | ||||
|
Total Stockholders' Equity (Deficit)
|
123,853 | (205,226 | ) | |||||
|
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
|
$ | 224,901 | $ | 224,959 | ||||
3
|
Oregon Gold, Inc.
|
||||||||||||||||||||
|
(A Development Stage Company)
|
||||||||||||||||||||
|
Statements of Operations
|
||||||||||||||||||||
|
For the 3 and 6 months ended June 30, 2010 and 2009
|
||||||||||||||||||||
|
and the period from February 18, 2003 through June 30, 2010
|
||||||||||||||||||||
|
(Unaudited)
|
||||||||||||||||||||
|
Three Months Ended June 30
|
Three Months Ended June 30
|
Six Months Ended June 30
|
Six Months Ended June30
|
From inception, February 18, 2003
|
||||||||||||||||
|
2010
|
2009
|
2010
|
2009
|
through
|
||||||||||||||||
|
June 30, 2010
|
||||||||||||||||||||
|
Revenue
|
$ | - | $ | - | $ | - | $ | - | $ | 61,562 | ||||||||||
|
Production costs
|
- | - | - | - | 104,996 | |||||||||||||||
|
Depreciation
|
- | - | - | - | 11,614 | |||||||||||||||
|
Total production costs
|
- | - | - | - | 116,610 | |||||||||||||||
|
Operating expenses:
|
||||||||||||||||||||
|
Mineral rights expense
|
- | - | - | - | 32,485 | |||||||||||||||
|
General and administrative
|
18,851 | 9,352 | 45,852 | 17,713 | 370,397 | |||||||||||||||
|
Loss on sale of assets
|
- | - | - | - | 902 | |||||||||||||||
|
Total operating expenses
|
18,851 | 9,352 | 45,852 | 17,713 | 403,784 | |||||||||||||||
|
Operating loss
|
$ | (18,851 | ) | $ | (9,352 | ) | $ | (45,852 | ) | $ | (17,713 | ) | $ | (458,832 | ) | |||||
|
Other Income (Expense)
|
||||||||||||||||||||
|
Other income
|
- | - | - | - | 50,400 | |||||||||||||||
|
Interest expense
|
(19,905 | ) | (83,288 | ) | (128,535 | ) | (83,288 | ) | (427,601 | ) | ||||||||||
| - | ||||||||||||||||||||
|
Net loss before taxes
|
(38,756 | ) | (92,640 | ) | (174,387 | ) | (101,001 | ) | (836,033 | ) | ||||||||||
|
Income taxes
|
||||||||||||||||||||
|
Total income taxes (benefit)
|
- | - | - | - | - | |||||||||||||||
|
Net loss after taxes
|
(38,756 | ) | (92,640 | ) | (174,387 | ) | (101,001 | ) | (836,033 | ) | ||||||||||
|
Loss
|
$ | (38,756 | ) | $ | (92,640 | ) | $ | (174,387 | ) | $ | (101,001 | ) | $ | (836,033 | ) | |||||
|
Basic and diluted loss per share
|
$ | (0.00 | ) | $ | (0.01 | ) | $ | (0.01 | ) | $ | (0.01 | ) | ||||||||
|
Weighted average shares outstanding -
|
||||||||||||||||||||
|
Basic and diluted
|
16,669,331 | 10,000,100 | 13,402,862 | 10,000,100 | ||||||||||||||||
See accompanying notes to the financial statements
4
|
Oregon Gold, Inc.
|
||||||||||||
|
(A Development Stage Company)
|
||||||||||||
|
Statements of Cash Flows
|
||||||||||||
|
For the six months ended June 30, 2010 and 2009
|
||||||||||||
|
and the period from inception (February 18, 2003) to June 30, 2010
|
||||||||||||
|
(Unaudited)
|
||||||||||||
|
From inception,
|
||||||||||||
|
For the six months ended
|
Feb 18, 2003 through
|
|||||||||||
|
June 30
|
June 30
|
June 30
|
||||||||||
|
2010
|
2009
|
2010
|
||||||||||
|
CASH FLOWS FROM OPERATING ACTIVITIES:
|
||||||||||||
|
Net Loss
|
$
|
(174,387
|
)
|
$
|
(101,001
|
)
|
$
|
(836,033
|
)
|
|||
|
Adjustments to reconcile net loss to cash flows used in operations:
|
||||||||||||
|
Amortization of discount on note payable
|
115,068
|
83,288
|
400,000
|
|||||||||
|
Common stock issued for services
|
-
|
-
|
15,700
|
|||||||||
|
Imputed interest on note payable
|
13,466
|
-
|
27,274
|
|||||||||
|
Depreciation and depletion
|
-
|
-
|
294
|
|||||||||
|
Changes in operating assets and liabilities:
|
||||||||||||
|
Accounts receivable
|
58
|
-
|
-
|
|||||||||
|
Accounts payable
|
-
|
3,455
|
-
|
|||||||||
|
Accounts payable - related party
|
45,795
|
11,000
|
90,141
|
|||||||||
|
NET CASH USED IN OPERATING ACTIVITIES
|
-
|
(3,258
|
)
|
(302,624
|
)
|
|||||||
|
CASH FLOWS FROM INVESTING ACTIVITIES:
|
||||||||||||
|
Purchases and development of property and equipment
|
-
|
-
|
(225,195
|
)
|
||||||||
|
NET CASH USED BY INVESTING ACTIVITIES
|
-
|
-
|
(225,195
|
)
|
||||||||
|
CASH FLOWS FROM FINANCING ACTIVITIES:
|
||||||||||||
|
Payments on stockholder notes payable
|
-
|
-
|
(33,030
|
)
|
||||||||
|
Proceeds from stockholder notes
|
-
|
3,262
|
560,849
|
|||||||||
|
NET CASH PROVIDED BY FINANCING ACTIVITIES
|
-
|
3,262
|
527,819
|
|||||||||
|
NET CHANGE IN CASH
|
-
|
4
|
-
|
|||||||||
|
CASH AT BEGINNING OF PERIOD
|
-
|
2
|
2
|
|||||||||
|
CASH AT END OF PERIOD
|
$
|
-
|
$
|
6
|
$
|
-
|
||||||
|
SUPPLEMENTARY DISCLOSURE OF CASH FLOW INFORMATION
|
||||||||||||
|
Cash paid during the period for interest
|
$
|
-
|
$
|
-
|
$
|
-
|
||||||
|
Cash paid during the period for taxes
|
$
|
-
|
$
|
-
|
$
|
-
|
||||||
|
NON CASH TRANSACTIONS:
|
||||||||||||
|
Initial beneficial conversion feature measurement
|
$
|
-
|
$
|
400,000
|
$
|
400,000
|
||||||
|
Extinguishment of debt by related party
|
$
|
-
|
$
|
-
|
$
|
26,912
|
||||||
|
Issuance of common shares for related party debt forgiveness
|
$
|
-
|
$
|
-
|
$
|
10,000
|
||||||
|
Convertible note payable converted to common stock
|
$
|
490,000
|
$
|
-
|
$
|
490,000
|
||||||
See accompanying notes to the financial statements
5
Oregon Gold, Inc.
(A Development Stage Company)
NOTES TO UNAUDITED FINANCIAL STATEMENTS
June 30, 2010
NOTE 1 - BASIS OF PRESENTATION
The accompanying unaudited financial statements of Oregon Gold, Inc. (the “Company”) have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission (“SEC”), and should be read in conjunction with the audited financial statements and notes thereto contained in the Company’s Annual Report filed with the SEC on Form 10-K. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year. Notes to the financial statements, which would substantially duplicate the disclosure contained in the audited financial statements for 2009 as reported in the Form 10-K have been omitted.
Recently Adopted Accounting Pronouncements
Effective June 30, 2009, the Company adopted a new accounting standard issued by the FASB related to the disclosure requirements of the fair value of the financial instruments. This standard expands the disclosure requirements of fair value (including the methods and significant assumptions used to estimate fair value) of certain financial instruments to interim period financial statements that were previously only required to be disclosed in financial statements for annual periods. In accordance with this standard, the disclosure requirements have been applied on a prospective basis and did not have a material impact on the Company’s financial statements.
In June 2009, the Financial Accounting Standards Board ("FASB") established the FASB Accounting Standards Codification (the "Codification") as the source of authoritative accounting principles recognized by the FASB to be applied by non-governmental entities in the preparation of financial statements in conformity with GAAP. Rules and interpretive releases of the Securities and Exchange Commission ("SEC") under authority of federal securities laws are also sources of authoritative GAAP for SEC registrants. The introduction of the Codification does not change GAAP and other than the manner in which new accounting guidance is referenced, the adoption of these changes had no impact on our consolidated financial statements.
Recently Issued Accounting Standards
In August 2009, the FASB issued an amendment to the accounting standards related to the measurement of liabilities that are recognized or disclosed at fair value on a recurring basis. This standard clarifies how a company should measure the fair value of liabilities and that restrictions preventing the transfer of a liability should not be considered as a factor in the measurement of liabilities within the scope of this standard. This standard is effective for the Company on October 1, 2009. The Company does not expect the impact of its adoption to be material to its financial statements.
In October 2009, the FASB issued an amendment to the accounting standards related to the accounting for revenue in arrangements with multiple deliverables including how the arrangement consideration is allocated among delivered and undelivered items of the arrangement. Among the amendments, this standard eliminated the use of the residual method for allocating arrangement considerations and requires an entity to allocate the overall consideration to each deliverable based on an estimated selling price of each individual deliverable in the arrangement in the absence of having vendor-specific objective evidence or other third party evidence of fair value of the undelivered items. This standard also provides further guidance on how to determine a separate unit of accounting in a multiple-deliverable revenue arrangement and expands the disclosure requirements about the judgments made in applying the estimated selling price method and how those judgments affect the timing or amount of revenue recognition. This standard, for which the Company is currently assessing the impact, will become effective for the Company on January 1, 2011.
In October 2009, the FASB issued an amendment to the accounting standards related to certain revenue arrangements that include software elements. This standard clarifies the existing accounting guidance such that tangible products that contain both software and non-software components that function together to deliver the product’s essential functionality, shall be excluded from the scope of the software revenue recognition accounting standards. Accordingly, sales of these products may fall within the scope of other revenue recognition standards or may now be within the scope of this standard and may require an allocation of the arrangement consideration for each element of the arrangement. This standard, for which the Company is currently assessing the impact, will become effective for the Company on January 1, 2011.
NOTE 2 - PROPERTY AND EQUIPMENT
The sole assets of the company are its mining claims. These claims are depleted on a units-of-production basis as gold is produced from the claims. No gold has been produced during the six months ended June 30, 2010 or during the year ended December 31, 2009.
6
NOTE 3 –ACCOUNTS PAYABLE / RELATED PARTY TRANSACTIONS
As of August 27, 2009, Yinfang Yang acquired control of the Company by purchasing approximately 79.2% of the issued and outstanding shares of common stock of the Company directly from Pacific Gold Corporation (“Pacific Gold,” the foregoing transaction is hereinafter referred to as the “Transaction”). This accounted for all of the Pacific Gold shares of common stock of the Company.
Immediately prior to the closing of the Transaction, Mitchell Geisler served as the sole member of the Board of Directors. Immediately following the closing of the Transaction, (1) Yinfang Yang was appointed as a member to the Board of Directors, (2) Mitchell Geisler tendered a resignation from the Board of Directors, and (2) the parties agreed to appoint Yinfang Yang, to the Board of Directors.
Additionally, within the purchase agreement, Pacific Gold agreed to extinguish its short term note of $26,912, resulting in additional paid in capital to the Company, as it was a related party transaction. The Company owes $11,907 and $12,921 to its previous parent company (Pacific Gold) management and related parties as of June 30, 2010 and December 31, 2009, respectively. The Company believes that all amounts owed to former Pacific Gold management were expressly released, and that was the intent of the transaction between the parties. Therefore, the Company disputes the validity of the $11,907 and $12,912 reflected at June 30, 2010 and December 31, 2009, respectively. In accordance with generally accepted accounting principles, the Company did not impute interest on the balance, as the note was between a parent and a subsidiary.
Commencing August 27, 2009, the Company’s new majority shareholder, Ms. Yang, has advanced funds to the Company to fund operations. The advanced funds total $79,141 and $33,346 at June 30, 2010 and December 31, 2009, respectively.
NOTE 4 –CONVERTIBLE NOTES PAYABLE/RELATED PARTY TRANSACTIONS
The Company had a note with a face value of $500,000 owed to its (former) parent company as of December 31, 2008. The maturity date of the note is April 15, 2010. Originally, the amount due was one note payable to the (former) parent company bearing no interest. In the second quarter of 2009, the Company amended the note agreement to offer the note as a convertible note at a conversion price of $0.05 per share, which was reviewed under current guidance. Because the fair market value at the date of issuance exceeded the effective conversion price, the Company recorded a beneficial conversion feature, which is amortized to non-cash interest expense over the life of the note (one year) using the straight line method. The initial beneficial conversion feature recorded in the second quarter of 2009 was $400,000 and amortization for the six months ended June 30, 2010 was $115,068.
On August 27, 2009 the $500,000 note to our former parent company was evenly assigned to four new parties at a face value of $125,000 per note. The notes matured on April 15, 2010 and the unamortized discount was fully realized. On April 30, 2010, $490,000 of the outstanding notes were converted into shares of common stock at $0.05 each, as specified in the note agreement. The Company issued a total of 9,800,000 additional shares, as a result of the conversion. Ms. Yang, the Company’s sole officer and director, received 2,500,000 of these additional shares of Common Stock, giving her a total share count of 10,502,389.
NOTE 5 – RELATED PARTY TRANSACTIONS
During the periods ended June 30, 2010 and December 31, 2009, the Company financed its operations through advances from its parent company or majority stockholder, as more fully described in Note 3 above.
NOTE 6 – COMMON STOCK
At the time of inception, 100 shares of the Company’s common stock were issued to the Company’s then parent company, Pacific Gold Corp. In 2005, 100 shares were issued in a merger with another subsidiary of Pacific Gold. In 2008, there were 9,999,900 shares of common stock issued to Pacific Gold as payment for a portion of the debt owed to Pacific Gold. The shares issued in 2008 were priced at par value for the Company’s common stock.
During the first quarter of 2009 Pacific Gold issued a dividend of 2,000,000 shares from its holdings of the Company’s common stock to its shareholders of record on March 2, 2009.
On August 10, 2009, the Company issued 100,000 shares of its common stock to Island Stock Transfer, in partial settlement of its stock transfer agreement. The share price on the date of grant was $0.057, resulting in an expense to the Company of $5,700.
On April 30, 2010, $490,000 of the outstanding $500,000 in convertible notes were converted into shares of common stock at $0.05 per share, as specified in the note agreement. The Company issued a total of 9,800,000 additional shares, as a result of the conversion. The conversion resulted in no additional expense to the Company.
7
As of June 30, 2010, Ms. Yinfang Yang owns approximately 53% of the outstanding common stock of the Company. (see Notes 3 and 4 for purchase and stock issuance detail)
The Company’s shares began trading on Over-the-Counter Bulletin Board (“OTCBB”) on March 17, 2009 under the symbol ORGG.
NOTE 7 – LEGAL PROCEEDINGS
From time to time the Company is involved in minor trade, employment and other operational disputes, none of which have or are expected to have a material impact on the current or future financial statements or operations.
NOTE 8 – GOING CONCERN
The Company’s financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. As of June 30, 2010, the Company had a retained deficit of $836,033, and negative working capital of $101,048, raising substantial doubt about its ability to continue as a going concern. During the period ended June 30, 2010, the Company financed its operations through advances from its majority stockholder.
Management’s plan to address the Company’s ability to continue as a going concern includes: obtaining additional funding from the sale of the Company’s securities and establishing revenues. Although management believes that it will be able to obtain the necessary funding to allow the Company to remain a going concern through the methods discussed above, there can be no assurances that such methods will prove successful. Should it be unsuccessful, the Company may need to discontinue its operations.
NOTE 9 – SUBSEQUENT EVENTS
There were no material subsequent events through the date the financial statements were issued.
8
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Forward Looking Statements
From time to time, we or our representatives have made or may make forward-looking statements, orally or in writing. Such forward-looking statements may be included in, but not limited to, press releases, oral statements made with the approval of an authorized executive officer or in various filings made by us with the SEC. Words or phrases "will likely result", "are expected to", "will continue", "is anticipated", "estimate", "project or projected", or similar expressions are intended to identify "forward-looking statements". Such statements are qualified in their entirety by reference to and are accompanied by the above discussion of certain important factors that could cause actual results to differ materially from such forward-looking statements.
Management is currently unaware of any trends or conditions other than those previously mentioned in this management's discussion and analysis that could have a material adverse effect on our consolidated financial position, future results of operations, or liquidity. However, investors should also be aware of factors that could have a negative impact on our prospects and the consistency of progress in the areas of revenue generation, liquidity, and generation of capital resources. These include: (i) variations in revenue, (ii) possible inability to attract investors for its equity securities or otherwise raise adequate funds from any source should the Company seek to do so, (iii) increased governmental regulation, (iv) increased competition, (v) unfavorable outcomes to litigation involving the company or to which the company may become a party in the future and, (vi) a very competitive and rapidly changing operating environment.
The above identified risks are not all inclusive. New risk factors emerge from time to time and it is not possible for management to predict all of such risk factors, nor can it assess the impact of all such risk factors on the Company's business or the extent to which any factor or combination of factors may cause actual results to differ materially from those contained in any forward-looking statements. Accordingly, forward-looking statements should not be relied upon as a prediction of actual results.
The financial information set forth in the following discussion should be read with the consolidated financial statements of the Company included elsewhere herein.
Introduction
The Company is engaged in the identification, acquisition, exploration and development of mining prospects believed to have gold mineralizations. The main objective is to explore, identify, and develop commercially viable mineralizations on prospects over which the Company has rights that could produce revenues. These types of prospects may also contain mineralization of metals often found with gold which also may be worth processing. Exploration and development for commercially viable mineralization of any metal includes a high degree of risk which careful evaluation, experience and factual knowledge may not eliminate, and therefore, we may never produce any significant revenues.
9
In 2010, the Company is evaluating its development plans for the Company’s claims.
The Company currently owns the Defiance Mine and additional claims in Josephine County, Oregon. The Company operated the Defiance Mine during the summer and fall of 2004. Mining activity concluded for the winter at the end of November 2004.
In June of 2005 the Company conducted a testing program on the Bear Bench claims. The testing confirmed gold presence and indicates future testing is warranted. Currently the Company is focusing on its operations in Nevada at the Black Rock Canyon Mine.
In 2005, Pacific Gold completed a merger between Grants Pass Gold, Inc. and the Company with the Company being the surviving entity. The Company undertook this exercise in order to consolidate its operations in the region.
Financial Condition and Changes in Financial Condition
The Company had no revenues from the sale of gold in the quarter and six months ended June 30, 2010 or 2009.
Operating expenses for the quarter and six months ended June 30, 2010 and 2009 were $18,851 and $45,852 and $9,352 and $17,713, respectively. Expenses were primarily for accounting and legal fees.
Interest expense for the quarter and six months ended June 30, 2010 is $19,905 and $128,535, respectively. This is comprised of $13,466 of imputed interest expense on the four, $125,000 non-interest bearing notes payable. Interest is being imputed at 8%, annually. Additionally, the Company recognized $115,068 of interest expense from amortization on the beneficial conversion feature associated with these notes. The Company realized $83,288 of interest expense associated with the notes payable beneficial conversion feature for the six month ended June 30, 2009. See Note 4 in the financial statements for a complete discussion of the conversion accounting.
Liquidity and Capital Resources
Since inception to June 30, 2010, we have funded most of our operational expenses from advances from our (former) parent company and majority shareholder. At June 30, 2010, we owed $10,000 to a convertible note holder and $79,141 to the Company’s majority shareholder and sole officer and director, Ms. Yang.
As of June 30, 2010, our assets totaled $224,901, which consisted primarily of mineral rights. Our total liabilities were $101,048 which consisted primarily of total notes payable of $10,907 and accounts payable of $90,141. We had stockholders’ deficit of $836,033 and a working capital deficit of $101,048 at June 30, 2010.
The Company will require additional capital to fund operations at its mine site, begin operations at additional mine sites and to fund exploration and development of additionally acquired prospects unless operations generate sufficient revenues to support its business plan. The Company does not have any identified sources of capital at this time. Unless the Company finds needed capital, it will have to change its business objectives and operational plans and curtail some or all of its current operations. Because of its capital needs compared to its available working capital and funding prospects, the Company has added a going concern note to the financial statements for the six months ended June 30, 2010. The note indicates that without an increase in revenues sufficient to cover expenses or additional sources of capital being obtained, the Company may have to substantially curtail operations or terminate operations. In such event, the stockholders may experience a loss of their investment, and the Company may not be able to continue.
New Accounting Pronouncements
The Company does not expect the adoption of recently issued accounting pronouncements to have a significant impact on the Company, its operating results, financial position, or cash flow.
Off Balance Sheet Arrangements
The Company does not have any off-balance sheet transactions, arrangements, obligations (including contingent obligations), or other relationships with unconsolidated entities or other persons, that may have a material current or future effect on financial condition, changes in financial condition, results of operations, liquidity, capital expenditures, capital resources, or significant components of revenues or expenses.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
As a smaller reporting company, as defined by Rule 229.10(f)(1), the Company is not required to provide the information required by this Item.
10
Our management is responsible for establishing and maintaining disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports under the Securities Exchange Act of 1934 (the “Exchange Act”) is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission (the “SEC”), and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure based closely on the definition of “disclosure controls and procedures” in Rule 15d-15(e) under the Exchange Act. In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.
At the end of the period covered by this Quarterly Report, we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures. Based upon the foregoing, our Chief Executive Officer and Chief Financial Officer concluded that, as of June 30, 2010, the disclosure controls and procedures of our Company were not effective to ensure that the information required to be disclosed in our Exchange Act reports was recorded, processed, summarized and reported on a timely basis.
During our review of controls for the audited period ended December 31, 2009, and in the process of preparing our Annual Report, our management discovered that there are material weaknesses in our internal controls over financial reporting. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis. The material weaknesses identified during the preparation of the Annual Report were (i) insufficient evidence of a robust corporate governance function; (ii) lack of sufficient resources with SEC, generally accepted accounting principals (GAAP); (iii) lack of evidence to document compliance with the operation of internal accounting controls in accordance with our policies and procedures. These control deficiencies could result in a material misstatement of significant accounts or disclosures that would result in a material misstatement to our interim or annual financial statements that would not be prevented or detected. Accordingly, management, currently consisting of one person currently serving as the sole executive officer and director, has determined that these control deficiencies constitute material weaknesses, and still exist as of June 30, 2010.
Changes in internal controls. There have not been any changes in our internal control over financial reporting that occurred during the quarter ended June 30, 2010 that have materially affected or are reasonably likely to materially affect internal control over financial reporting.
ITEM 1. LEGAL PROCEEDINGS
ITEM 1A. RISK FACTORS
As a smaller reporting company we are not required to provide the information required by this Item.
On April 30, 2010, $490,000 of the outstanding $500,000 in convertible notes were converted into shares of common stock at $0.05 per share, as specified in the note agreement. The Company issued a total of 9,800,000 additional shares, as a result of the conversion.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None
ITEM 5. OTHER INFORMATION
11
ITEM 6. EXHIBITS
|
31.1
|
Certification of Chief Executive Officer, pursuant to Rule 13a-14(a) of the Exchange Act, as enacted by Section 302 of the Sarbanes-Oxley Act of 2002. *
|
|
|
31.2
|
Certification of Chief Financial Officer, pursuant to Rule 13a-14(a) of the Exchange Act, as enacted by Section 302 of the Sarbanes-Oxley Act of 2002. *
|
|
|
32.1
|
Certification of Chief Executive Officer and Chief Financial Officer, pursuant to 18 United States Code Section 1350, as enacted by Section 906 of the Sarbanes-Oxley Act of 2002. *
|
|
* Filed herewith
|
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act, the registrant has duly caused this report on to be signed on its behalf by the undersigned thereunto duly authorized.
|
OREGON GOLD, INC. (Registrant)
|
||
|
By:
|
/s/ Yinfang Yang
|
|
|
Yinfang Yang
|
||
|
Chief Executive Officer,
Chief Financial Officer,
Secretary and Director
|
||
|
Date:
|
August 11, 2010
|
|
12