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U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 


FORM 10-Q
 


x QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2011

¨ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

For the transition period from                      to                      

Commission file number 000-53136

Oro East Mining, Inc.
(formerly known as Accelerated Acquisitions I, Inc.)

Delaware
(State or other jurisdiction of incorporation or organization)

26-2012582
(I.R.S. Employer Identification Number)

1127 Webster Street, Suite 28, Oakland, CA 94607
(Address of Principal Offices)

(510) 544-1516
(Issuer’s Telephone Number)

122 Ocean Park Blvd. Suite 307, Santa Monica, CA 90405
(Former name, former address and former fiscal year, if changed since last report)
 
Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes x No ¨
 
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
x Yes    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 a smaller
reporting company)
Smaller Reporting Company x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes ¨ No x

APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date: 27,630,000 shares of common stock, par value $.0001 per share, outstanding as of November 12, 2011.

Transitional Small Business Disclosure Format (Check one):  Yes ¨ No x

 
Oro East Mining, Inc.
 
- TABLE OF CONTENTS-

     
Page(s)
PART I – FINANCIAL INFORMATION:
   
       
Item 1.
    3
       
   
3
       
   
4
       
   
5
       
   
6
       
Item 2.
 
9
       
Item 3.
 
10
       
 Item 4T.
 
10
       
PART II – OTHER INFORMATION:
   
       
Item 1.
 
11
       
Item 1A
 
11
       
Item 2.
 
11
       
Item 3.
 
12
       
Item 4.
 
12
       
Item 5.
 
12
       
Item 6.
 
12
       
 
13

 
PART I — FINANCIAL INFORMATION

Item 1. Financial Statements
ORO EAST MINING, INC.
(An Exploration Stage Company)
BALANCE SHEETS
(Unaudited)
 
   
September 30,
   
December 31,
 
   
2011
   
2010
 
             
ASSETS
           
CURRENT ASSETS:
           
Cash and cash equivalents,
 
$
347,485
   
$
126,355
 
Prepaid Expenses
   
192
     
1,423
 
Total Current Assets
   
347,677
     
127,778
 
                 
NON CURRENT ASSETS
               
Fixed Assets
   
904,885
     
263,184
 
TOTAL ASSETS
 
$
1,252,562
   
$
390,962
 
                 
LIABILITIES AND STOCKHOLDER’S EQUITY (DEFICIT)
               
                 
CURRENT LIABILITIES
               
Accrued liabilities
 
$
13,893
   
$
4,653
 
Accounts payable
   
119,023
     
70,922
 
 Short term debt
   
281,169
     
 281,169
 
Shareholder advances
   
145,900
     
1,930
 
TOTAL LIABILITIES
 
$
559,985
   
$
358,674
 
                 
STOCKHOLDERS’ EQUITY:
               
Preferred stock, $.0001 par value; 10,000,000 shares authorized; none issued and outstanding
           
-
 
Common stock, $.0001 par value; 100,000,000 shares authorized; 27,630,000  and 27,100,500 shares issued and outstanding at September 30, 2011 and December 31, 2010, respectively
   
2,763
     
2,710
 
Additional paid-in capital
   
1,475,365
     
416,418
 
Deficit accumulated during the development stage
   
(785,551)
     
(386,840
)
                 
TOTAL STOCKHOLDERS’ EQUITY
   
692,577
     
32,288
 
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY
 
$
1,252,562
   
$
390,962
 
 
See notes to unaudited financial statements.


ORO EAST MINING, INC.
(An Exploration Stage Company)
Statements of Expenses (Unaudited)
FOR NINE MONTHS ENDED SEPTEMBER 30, 2011 AND 2010
 
   
Three months ended
 September 30,
   
Nine months ended
September 30,
   
February 15,2008(Inception)through
 
   
2011
   
2010
   
2011
   
2010
   
September 30, 2011
 
General and administrative
 
$
224,281
   
$
204,839
   
$
443,797
   
$
208,829
   
$
821,574
 
                                         
Total Operating Expenses
   
(224,281
   
(204,839
)
   
(443,797
)
   
(208,829
)
   
(821,574
Interest Income
   
58
     
-
     
217
     
-
     
217
 
Interest Expense
   
(3,093
   
-
     
(9,241
   
-
     
(13,894
Other Expenses
   
58,522
     
-
     
54,110
     
-
     
49,700
 
Total Expenses
   
(168,794
   
(204,839
)    
(398,711
   
(208,829
   
(785,551
Net Loss
 
$
(168,794
)
   
(204,839
)
 
$
(398,711
 
$
(208,829
)
 
$
(785,551
                                         
PER SHARE INFORMATION:
                                       
Basic and diluted, net loss per share
 
$
(0.01
)
 
$
(0.01
)
 
$
(0.01
)
 
$
(0.02
)
       
                                         
Basic and diluted, weighted average shares outstanding
   
   27,240,886
     
26,990,685
     
27,342,038
     
                                 12,965,542
 
       

See notes to unaudited financial statements.

 
ORO EAST MINING, INC.
An Exploration Stage Company
STATEMENTS OF CASH FLOWS
(unaudited)
FOR NINE MONTHS ENDED SEPTEMBER 30, 2011 AND 2010
 
   
For the
Nine months
ended
September 30,
2011
   
For the
Nine months
ended
September 30,
2010
(Restated)
   
February 15,
2008
(Inception)
through
September 30,
2011
 
CASH FLOWS FROM OPERATING ACTIVITIES:
                 
Net (loss)
 
$
(398,711)
   
$
(208,829
)
 
$
(785,551
)
Adjustments to reconcile net loss to net cash used in operating activities.
                       
Changes in operating assets and liabilities:
                       
Prepaid expenses and other current assets
   
1,231 
     
(1,423) 
     
(192)
 
Increase (decrease) in accounts payable and accrued expenses
   
57,341
     
77,036
     
137,358
 
Net cash used in operating activities
   
(340,139
   
(133,216
)
   
(648,385)
 
                         
CASH FLOWS FROM INVESTING ACTIVITIES:
                       
Purchase of fixed assets
   
(525,625
)
   
(4,923)
     
(589,640)
 
Net cash used in investing activities
   
(525,625
)
   
(4,923)
     
(589,640)
 
                         
CASH FLOWS FROM FINANCING ACTIVITIES:
                       
Proceeds from issuance of common stock
   
1,059,000
     
203,685
     
1,470,685
 
Borrowings on debt
   
-
     
82,000
     
82,000
 
Shareholder advances
   
27,894
     
(27)
     
32,825
 
Net cash provided by financing activities
   
1,086,894
     
285,658
     
1,585,510
 
                         
NNET(DECREASE)INCREASE IN CASH AND CASH EQUIVALENTS
   
221,130
     
147,519 
     
347,485
 
Cash and cash equivalents at beginning of period
   
126,355
     
-
     
-
 
                         
CASH AND CASH EQUIVALENTS AT END OF PERIOD
 
$
347,485
   
$
147,519
   
$
347,485
 
                         
NON-CASH TRANSACTIONS
                       
Debt forgiven by shateholders
                   
7,443
 
Fixed assets purchased on short term debt
                   
199,169
 
Fixed assets purchased on shareholder advances
   
116,076
             
116,076
 
 
See notes to unaudited financial statements.


ORO EAST MINING, INC.
(An Exploration Stage Company)
NOTES TO UNAUDITED FINANCIAL STATEMENTS
September 30, 2011

NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

(a) Organization and Business:

Oro East Mining, Inc. (“Oro” or the “Company”) was incorporated in Delaware on February 15, 2008 for the purpose of raising capital that is intended to be used in connection with its business plan which may include a possible merger, acquisition or other business combination with an operating business.

On July 2, 2010, the Company changed its business plan to become an exploration and refining company for the mining of gold, copper, and other precious or industrial mineral deposits through the acquisition of certain rights in the Republic of the Philippines. On that date, the Company entered into an Assignment of Rights Agreement with Oro-East Mining Company LTD. Oro assigned to the Company certain rights and obligations with respect to the permitted mining claims described in the Rights Agreement. Pursuant to the Rights Agreement, the Company will assume the rights and obligations of Oro to explore, extract, refine and produce precious metals and other industrial deposits on the claims and earn fees with respect to such services. By entering into the Rights Agreement, the Company commenced business as an exploration, mining, refinery and production company. The Company intends to focus on extracting gold, silver, copper, iron ore and other industrial minerals to primarily meet the demands of Chinese Government and companies for the mined minerals.

On November 18th, 2010, Oro East Mining, Inc. invested $50,000 to establish Oro East Greentech Philippines Inc.(“Greentech”). Greentech is wholly owned by Oro East and will be in charge of the mining business in Philippines. The financial statement presented are the consolidated for Oro East Mining, Inc. and Oro East Greentech Philippines Inc.
 
The Company is currently in the development stage. All activities of the Company to date relate to its organization, initial funding and share issuances.
 
(b) Basis of Presentation

The accompanying Interim Financial Statements are unaudited and have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission. In the opinion of management, all adjustments for a fair statement of the results and operations and financial position for the interim periods presented have been included. All such adjustments are of a normal recurring nature. The financial information should be read in conjunction with the Financial Statements and notes thereto included in the Company’s Form 10-K Annual Report for the year ended December 31, 2010. The September 30, 2011 consolidated financial statements presented herein may not be indicative of the results of the Company for the year ending December 31, 2011.

(c) Going Concern
 
The accompanying financial statements have been prepared on a going concern basis, which assumes the Company will realize its assets and discharge its liabilities in the normal course of business. As reflected in the accompanying financial statements, the Company has a negative deficit accumulated during the development stage of $785,551 and has negative working capital of $212,308 at September 30, 2011. The Company’s ability to continue as a going concern is dependent upon its ability to generate future profitable operations and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management’s plan includes obtaining additional funds by equity financing and/or related party advances; however there is no assurance of additional funding being available. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying financial statements do not include any adjustments that might arise as a result of this uncertainty.
 
 
NOTE 2 - RELATED PARTY TRANSACTIONS

The CEO of the company has paid expenses on behalf of the company totaling $145,900. The balance is unsecured, non interest bearing and due on demand.

NOTE 3 - EQUITY

During the 9 months ended September 30, 2011, the Company sold 529,500 shares at $2 per share for $1,059,000.

NOTE 4 - CAPITALIZATION OF ROAD IMPROVEMENT

During the first nine months of 2011, Oro East built roads in the Philippines to facilitate the exploration of mining properties.  The roads were built without a signed property lease and the Company considers these as reasonable exploration expense and has capitalized the total road cost of $641,701. Since, the business operations have not commenced as of September 30, 2011 no depreciation is recognized.

NOTE 5 - SUBSEQUENT EVENTS

On October 6, 2011, company issued 50,000 at $2 per share for $100,000.

NOTE 6 - RESTATEMENTS
 
In connection with our review of the financial statements of Oro East Mining, Inc for the quarter ended September 30, 2011, we identified a clerical error in statement of expenses for the three and nine months ended September 30, 2010 and statement of cash flows for the nine months ended September 30, 2010.
 
The effects of the restatement on reported amounts for the quarter ended September 30, 2010 are presented below in the following tables:
 
   
Statement of Expenses
 
   
Three months ended September 30, 2010
 
   
As Reported
   
Adjustments
   
As Restated
 
 General and Administrative
    213,752       (8,913 )     204,839  
 Net operating expenses
    213,752       (8,913 )     204,839  
                         
 Net Loss
  $ (213,752 )   $ 8,913     $ (204,839 )
                         
 Net Loss per share:
                       
 Basic and Diluted
  $ (0.01 )   $ -     $ (0.01 )
 Weighted average common shares outstanding:
                       
 Basic and Diluted
    26,850,000               26,990,685  
 
 
   
Statement of Expenses
 
   
Nine months ended September 30, 2010
 
   
As Reported
   
Adjustments
   
As Restated
 
 General and Administrative
    217,742       (8,913 )     208,829  
 Net operating expenses
    217,742       (8,913 )     208,829  
                         
 Net Loss
  $ (217,742 )   $ 8,913     $ (208,829 )
                         
 Net Loss per share:
                       
 Basic and Diluted
  $ (0.01 )   $ -     $ (0.02 )
 Weighted average common shares outstanding:
                       
 Basic and Diluted
    26,850,000               12,965,542  
                         
                         
   
Statement of Cash flows
 
   
Nine months ended September 30, 2010
 
   
As Reported
   
Adjustments
   
As Restated
 
 Cash flows from Operating Activities:
                       
 Net(loss)
  $ (138,748 )   $ (70,081 )   $ (208,829 )
 Prepaid expenses and other current assets
    -       (1,423 )     (1,423 )
 Increase(decrease) in accounts payable
    (452 )     77,488       77,036  
 Net cash used in operating activities
    (139,200 )     5,984       (133,216 )
                         
 Cash flows from investing activities:
                       
 Purchase of fixed assets
    -       (4,923 )     (4,923 )
 Net cash used in investing activities
    -       (4,923 )     (4,923 )
                         
 Cash flows from financing activities:
                       
 Proceeds from issuance of common stock
                       
 
Shareholder advances
    86,642       (4,669 )     81,973  
 Capital Stock
    201,500       2,185       203,685  
 Net cash provided by financing activities
    288,142       (2,484 )     285,658  
                         
 Net increase(decrease) in cash and cash equivalents
    -       (1,423 )     147,519  
 Cash and cash equivalents at beginning of period
    -       -       -  
 Cash and cash equivalents at end of period
  $ 148,942       (1,423 )   $ 147,519  
                         
 Noncash investing and financing activities:
                       
 Debt forgiven by shareholders
    -       7,443       7,443  
 Proceeds from the issuance of common stock
    2,385       (2,385 )     -  
 Cancellation of common shares
    (350 )     350       -  
 Additional paid-in capital
    350       (350 )     -  
 Stock subscription receivable
    (2,385 )     2,385       -  

 
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

From inception (February 15, 2008), the Company was organized as a vehicle to investigate and, if such investigation warrants, acquire or merge with a target company or business seeking the perceived advantages of being a publicly held corporation.

On July 2, 2010 the Company changed its business plan to become an exploration and refining company for the mining of gold, copper, and other precious or industrial mineral deposits through the acquisition of certain rights in the Republic of the Philippines. On that date, the Company entered into an Assignment of Rights Agreement (“Rights Agreement”) with Oro-East Mining Company LTD. Pursuant to the terms of the Rights Agreement, Oro assigned to the Company certain rights and obligations with respect to the permitted mining claims described in the Rights Agreement. Pursuant to the Rights Agreement, the Company will assume the rights and obligations of Oro to explore, extract, refine and produce precious metals and other industrial deposits on the claims and earn fees with respect to such services. By entering into the Rights Agreement, the Company commenced business as an exploration, mining, refinery and production company. The Company intends to focus on extracting gold, silver, copper, iron ore and other industrial minerals to primarily meet the demands of Chinese Government and companies for the mined minerals.

Results of Operations

For the nine months ending September 30, 2011, the Company had no revenues and incurred general and administrative expenses of $443,797, compared to no revenues and general and administrative expenses of $217,742 for the corresponding period of 2010.

 Liquidity and Capital Resources

As of September 30, 2011, the Company had current assets equal to $347,677 and had current liabilities of $559,985.

The following is a summary of the Company's cash flows from operating, investing, and financing activities:

For the Cumulative nine months ended September 30, 2011

Operating activities
 
$
(340,139)
 
Investing activities
   
(525,625
Financing activities
 
$
1,086,894
 
         
Net effect on cash
 
$
221,130
 

Off-Balance Sheet Arrangements

The Company does not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on the Company’s financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.
 
 
Item 3. Quantitative and Qualitative Disclosures About Market Risk
 
As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide information required by this Item.

Item 4T. Controls and Procedures

Evaluation of Disclosure Controls and Procedures
 
Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of our disclosure controls and procedures, as such term is defined under Rule 13a-15(e) and Rule 15d-15(e) promulgated under the Securities Exchange Act of 1934, as amended (Exchange Act), as of September 30, 2011. Based on this evaluation, our principal executive officer and principal financial officer has concluded that our disclosure controls and procedures are ineffective because of the identification of a material weakness in our internal control over financial reporting which is identified in our Management's Report on Internal Control Over Financial Reporting included with our Annual Report on Form 10-K for the fiscal year ended December 31, 2010, which we view as an integral part of our disclosure controls and procedures.

Changes in Internal Control over Financial Reporting

There were no changes in our internal controls over financial reporting that occurred during the first quarter of fiscal 2011 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
 

PART II — OTHER INFORMATION

Item 1. Legal Proceedings

To the best knowledge of the sole officer and sole director, the Company is not a party to any legal proceeding or litigation.

Item 1A. Risk Factors

As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide information required by this Item
 
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

On January10, 2011, the company completed a private offering of its common shares and sold a total of 85,000 common shares at a price of $2.00 per share. The Company raised a total of $170,000 in this offering.

On January 18, 2011, the company completed a private offering of its common shares and sold a total of 25,000 common shares at a price of $2.00 per share. The Company raised a total of $50,000 in this offering.

On February 16, 2011, the company completed a private offering of its common shares and sold a total of 15,000 common shares at a price of $2.00 per share. The Company raised a total of $30,000 in this offering.

On March 12, 2011, the company completed a private offering of its common shares and sold a total of 10,000 common shares at a price of $2.00 per share. The Company raised a total of $20,000 in this offering

On March 31, 2011, the company completed a private offering of its common shares and sold a total of 5,000 common shares at a price of $2.00 per share. The Company raised a total of $10,000 in this offering

On April 22, 2011, the company completed a private offering of its common shares and sold a total of 75,000 common shares at a price of $2.00 per share. The Company raised a total of $140,000 in this offering
 
On April 27, 2011, the company completed a private offering of its common shares and sold a total of 5,000 common shares at a price of $2.00 per share. The Company raised a total of $10,000 in this offering.

On May 4, 2011, the company completed a private offering of its common shares and sold a total of 40,000 common shares at a price of $2.00 per share. The Company raised a total of $80,000 in this offering

On May 12, 2011, the company completed a private offering of its common shares and sold a total of 3,000 common shares at a price of $2.00 per share. The Company raised a total of $6,000 in this offering.

On May 16, 2011, the company completed a private offering of its common shares and sold a total of 16,500 common shares at a price of $2.00 per share. The Company raised a total of $33,000 in this offering.

On June 6, 2011, the company completed a private offering of its common shares and sold a total of 10,000 common shares at a price of $2.00 per share. The Company raised a total of $20,000 in this offering.

On June 23, 2011, the company completed a private offering of its common shares and sold a total of 30,000 common shares at a price of $2.00 per share. The Company raised a total of $60,000 in this offering.

On July 6, 2011, the company completed a private offering of its common shares and sold a total of 40,000 common shares at a price of $2.00 per share. The Company raised a total of $80,000 in this offering.
 
On August 24, 2011, the company completed a private offering of its common shares and sold a total of 4,000 common shares at a price of $2.00 per share. The Company raised a total of $8,000 in this offering.
 

On August 25, 2011, the company completed a private offering of its common shares and sold a total of 2,500 common shares at a price of $2.00 per share. The Company raised a total of $5,000 in this offering.

On August 26, 2011, the company completed a private offering of its common shares and sold a total of 2,500 common shares at a price of $2.00 per share. The Company raised a total of $5,000 in this offering.

On August 26, 2011, the company completed a private offering of its common shares and sold a total of 5,000 common shares at a price of $2.00 per share. The Company raised a total of $10,000 in this offering.

On August 29, 2011, the company completed a private offering of its common shares and sold a total of 1,000 common shares at a price of $2.00 per share. The Company raised a total of $2,000 in this offering.

On August 29, 2011, the company completed a private offering of its common shares and sold a total of 5,000 common shares at a price of $2.00 per share. The Company raised a total of $10,000 in this offering.

On August 30, 2011, the company completed a private offering of its common shares and sold a total of 1,000 common shares at a price of $2.00 per share. The Company raised a total of $2,000 in this offering.

On September 8, 2011, the company completed a private offering of its common shares and sold a total of 2,000 common shares at a price of $2.00 per share. The Company raised a total of $4,000 in this offering.

On September 18, 2011,  the company completed a private offering of its common shares and sold a total of 200,000 common shares at a price of $2.00 per share. The buyer, Link Harvest Green Resources Limited paid $300,000 on September 19, 2011 and for the $100,000 was paid on Oct 6, 2011.

Item 3. Defaults Upon Senior Securities

None.

Item 4. (Removed and Reserved)

None.

Item 5. Other Information

None
 
Item 6. Exhibits
 
Exhibit
No.
  Description
31.1
 
31.2
 
32.1
 
101.INS
 
XBRL Instance Document *
101.SCH
 
XBRL Taxonomy Extension Schema Document *
101.CAL
 
XBRL Taxonomy Extension Calculation Linkbase *
101.DEF
 
XBRL Taxonomy Extension Definition Linkbase Document *
101.LAB
 
XBRL Taxonomy Extension Label Linkbase Document *
101.PRE
 
XBRL Taxonomy Extension Presentation Linkbase Document *
 
* Furnished herewith. Pursuant to Rule 406T of Regulation S-T, the interactive data files on Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, and otherwise are not subject to liability under those sections.
 
 

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Dated: November 15, 2011
 
ORO EAST MINING, INC.
     
 
By:
/s/ Tian Q Chen
 
Tian Q Chen
 
Chief Executive Officer