UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURUTIES EXCHANGE ACT OF 1934
For the fiscal year ended May 31, 2009
Commission file number 333-135354
OROFINO GOLD CORP.
(Exact Name of Registrant as Specified in Its Charter)
Nevada 98-0453936
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
1702 Chinachem Tower
34-37 Connaught Road Central
Hong Kong, China
(Address of Principal Executive Offices & Zip Code)
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011-852-3106-3103
(Telephone Number)
Securities registered pursuant to Section 12(b) of the Act:
None
Securities registered pursuant to section 12(g) of the Act:
Common Stock, $.001 par value
Indicate by check mark if the registrant is a well-known seasoned issuer, as
defined in Rule 405 of the Securities Act. Yes [ ] No [X]
Indicate by check mark if the registrant is not required to file reports
pursuant to Section 13 or Section 15(d) of the Act Yes [ ] No [X]
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 [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]
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. (Check one):
Large accelerated filer [ ] Accelerated filer [ ]
Non-accelerated filer [ ] Smaller reporting company [X]
(Do not check if a smaller reporting company)
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Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes [ ] No [X]
As of February 9, 2010 the registrant had 60,000,000 shares of common stock
issued and outstanding.
OROFINO GOLD CORP.
TABLE OF CONTENTS
Item 1. Business............................................................ 3
Item 1A. Risk Factors........................................................ 4
Item 2. Properties..........................................................11
Item 3. Legal Proceedings...................................................11
Item 4. Submission of Matters to a Vote of Security Holders.................11
Item 5. Market for Common Equity and Related Stockholder Matters............11
Item 7. Management's Discussion and Analysis of Financial Condition
and Results of Operations...........................................12
Item 8. Financial Statements................................................14
Item 9. Changes in and Disagreements with Accountants on Financial
Disclosure.........................................................25
Item 9A. Controls and Procedures.............................................25
Item 10. Directors, Executive Officers and Control Persons...................26
Item 11. Executive Compensation..............................................28
Item 12. Security Ownership of Certain Beneficial Owners and Management......28
Item 13. Certain Relationships and Related Transactions......................29
Item 14. Principal Accounting Fees and Services..............................29
Item 15. Exhibits............................................................30
Signatures...................................................................30
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ITEM 1. BUSINESS
SUMMARY
COMPANY OVERVIEW
Orofino Gold Corp. was founded in the State of Nevada on April 12, 2005. Orofino
Gold Corp. started operations on September 1, 2007 as an automotive cleaning &
detailing business, specifically specializing in the cleaning, detailing, and
polishing for automobiles, recreational vehicles, vans, and trucks.
Orofino is a development stage company and has a limited history of operations.
We presently do not have the funding required to fully execute our business plan
or build name recognition. We plan to raise additional capital at a future date
to develop and build our business.
Orofino Gold Corp. started operations on September 1, 2007 under the "Clean `N
Shine" name. Prior to this, the company had no operations from inception (April
12, 2005) to August 31, 2007. On September 1, 2007, Orofino began operating as a
full service automotive car wash, cleaning, detailing, and polishing business.
The company has generated revenues from cleaning and car care services
specifically, automotive upholstery and leather cleaning and automotive interior
and exterior cleaning and washing.
On May 20, 2009, the Company completed a forward stock split of its common stock
on a ratio of six shares for every one share of the Company. The record date of
the forward stock split was May 15, 2009, the payment date of the forward split
was May 19, 2009, and the ex-dividend date of the forward split was May 20,
2009. The forward split was payable as a dividend, thereby requiring no action
by shareholders, nor any amendment to the articles of incorporation of the
Company. As a result of the forward split, the post forward split number off
issued and outstanding shares was 60,000,000.
There are no preferred shares authorized. The Company has issued no preferred
shares. The Company has no stock option plan, warrants or other dilutive
securities. We are contemplating raising additional capital to finance our
business. No final decisions regarding the financing have been made at this
time.
The Company started operations on September 1, 2007. Prior to this, the company
had no operations from inception (April 12, 2005) to August 31, 2007. On
September 1, 2007 the company began operating as a full service automobile car
wash and cleaning business.
On December 5, 2009, the Company passed a resolution to change its name from
Orofino Gold Corp. to Orofino Gold Corp. On December 5, 2009, the Company
accepted the resignation of its President, Secretary and director, Robert
Denman, and appointed John Martin as a Director of the Company, effective as of
equal date.
Over the last year ending May 31, 2009 the company has employed casual part-time
labor, as required. The business is the only car wash company in the local
region that provides complete auto detailing services. We believe that the most
unique feature of this business is its prime location. We believe that with a
well-placed location of business increases the chance of our company to succeed.
Presently there are no car wash companies in our local region that provide full
service automobile-detailing operations. Our company is set up to specializes in
automotive cleaning, polishing and detailing services. The Company provides its
clientele with a number of cleaning alternatives, as well as customized work
based on the needs of each client. The cleaning services range from basic
cleaning and simple wash & vacuum services to a full service Car wash and
vehicle detailing. Vehicle detailing services include buffing, cutbacks,
shampooing, leather care, fabric care and paint protection.
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The company accepts work by appointment as well as "drive-in" service, if room
is available. The Company's services range from basic to extensive cleaning and
detailing services. The Company also does customized work based on the needs of
the client.
On December 23, 2009, the Company counter-signed an offer for joint
venture-earn-in to option three mining concessions comprising the Sur de Bolivar
Group of Gold Properties San Carlos Project - Senderos de Oro Project. The terms
of the agreement allow for the option to acquire a 55% interest in each of the
three mining concessions. The payment terms and ongoing payment obligations are
as follows:
1. $275,000 as an initial option payment;
2. $2,500,000 for a first Work Phase over the course of two years of
which:
a. $500,000 shall be to option the three concessions; and
b. $2,000,000 shall be for drilling and additional option payments;
3. $10,000,000 for fill-in frilling and feasibility study within five
years of the agreement.
The agreement is premised upon total estimated gold resources at several million
ounces of gold. The seller will retain the option to convert its 45% interest
into shares of the Company.
BANKRUPTCY OR SIMILAR PROCEEDINGS
We have not been the subject of a bankruptcy, receivership or similar
proceedings.
RESEARCH AND DEVELOPMENT EXPENDITURES
We have not incurred any research or development expenditures since our
incorporation.
PATENTS AND TRADEMARKS
We do not own any patents or trademarks.
REPORTS TO SECURITIES HOLDERS
We provide an annual report that includes audited financial information to our
shareholders. We will make our financial information equally available to any
interested parties or investors through compliance with the disclosure rules of
Regulation S-K for a small business issuer under the Securities Exchange Act of
1934. We are subject to disclosure filing requirements including filing Form 10K
annually and Form 10Q quarterly. In addition, we will file Form 8K and other
proxy and information statements from time to time as required. We do not intend
to voluntarily file the above reports in the event that our obligation to file
such reports is suspended under the Exchange Act. The public may read and copy
any materials that we file with the Securities and Exchange Commission, ("SEC"),
at the SEC's Public Reference Room at 100 F Street NE, Washington, DC 20549. The
public may obtain information on the operation of the Public Reference Room by
calling the SEC at 1-800-SEC-0330. The SEC maintains an Internet site
(http://www.sec.gov) that contains reports, proxy and information statements,
and other information regarding issuers that file electronically with the SEC.
ITEM 1A. RISK FACTORS
INVESTING IN OUR SECURITIES INVOLVES A HIGH DEGREE OF RISK AND ANY PROSPECTIVE
SHAREHOLDER SHOULD CONSIDER CAREFULLY THE FOLLOWING FACTORS IN EVALUATING THE
COMPANY AND ITS BUSINESS.
IF ANY OF THE FOLLOWING RISKS OCCUR, OUR BUSINESS, OPERATING RESULTS AND
FINANCIAL CONDITION COULD BE SERIOUSLY HARMED. THE TRADING PRICE OF OUR SHARES
OF COMMON STOCK COULD DECLINE DUE TO ANY OF THESE RISKS, AND YOU MAY LOSE ALL OR
PART OF YOUR INVESTMENT.
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THE COMPANIES SECURITIES ARE SPECULATIVE BY NATURE AND INVOLVE AN EXTREMELY HIGH
DEGREE OF RISK AND SHOULD BE PURCHASED ONLY BY PERSONS WHO CAN AFFORD TO LOSE
THEIR ENTIRE INVESTMENT. THE FOLLOWING KNOWN RISK FACTORS COULD CAUSE OUR ACTUAL
FUTURE OPERATING RESULTS TO DIFFER MATERIALLY FROM THOSE EXPRESSED IN ANY
FORWARD LOOKING STATEMENTS, ORAL OR WRITTEN, MADE BY OR ON BEHALF OF US. IN
ASSESSING THESE RISKS, WE SUGGEST THAT YOU ALSO REFER TO OTHER INFORMATION
CONTAINED IN THIS DOCUMENT, INCLUDING OUR FINANCIAL STATEMENTS AND RELATED
NOTES.
RISK FACTORS
(A) RISKS RELATED TO OUR BUSINESS
THE COMPANY HAS A LIMITED OPERATING HISTORY UPON WHICH TO BASE AN EVALUATION OF
ITS BUSINESS AND PROSPECTS. WE MAY NOT BE SUCCESSFUL IN OUR EFFORTS TO GROW OUR
BUSINESS AND TO EARN INCREASED REVENUES. AN INVESTMENT IN OUR SECURITIES
REPRESENTS SIGNIFICANT RISK AND YOU MAY LOSE ALL OR PART YOUR ENTIRE INVESTMENT.
We have a limited history of operations and we may not be successful in our
efforts to grow our business and to increase revenues. Our business and
prospects must be considered in light of the risks, expenses and difficulties
frequently encountered by companies in their early stage of development,
particularly our car cleaning business. Sales and operating results are
difficult to forecast because they generally depend on the volume and timing of
the amount of business transacted - the frequency of which is uncertain. As a
result, management may be unable to adjust its spending in a timely manner to
compensate for any unexpected revenue shortfall. This inability could cause net
losses in a given period to be greater than expected. An investment in our
securities represents significant risk and you may lose all or part your entire
investment.
WE HAVE A HISTORY OF LOSSES. FUTURE LOSSES AND NEGATIVE CASH FLOW MAY LIMIT OR
DELAY OUR ABILITY TO BECOME PROFITABLE. IT IS POSSIBLE THAT WE MAY NEVER ACHIEVE
PROFITABILITY. AN INVESTMENT IN OUR SECURITIES REPRESENTS SIGNIFICANT RISK AND
YOU MAY LOSE ALL OR PART YOUR ENTIRE INVESTMENT.
We have yet to establish profitable operations or a history of profitable
operations. We anticipate that we will continue to incur substantial operating
losses for an indefinite period of time due to the significant costs associated
with the development of our business.
Since incorporation, we have expended financial resources on the development of
our business. As a result, losses have been incurred since incorporation.
Management expects to experience operating losses and negative cash flow for the
foreseeable future. Management anticipates that losses will continue to increase
from current levels because the Company expects to incur additional costs and
expenses related to: brand development, marketing and promotional activities;
the possible addition of new personnel; and the development of relationships
with strategic business partners.
The Company's ability to become profitable depends on its ability to generate
and sustain sales while maintaining reasonable expense levels. If the Company
does achieve profitability, it cannot be certain that it would be able to
sustain or increase profitability on a quarterly or annual basis in the future.
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An investment in our securities represents significant risk and you may lose all
or part your entire investment.
IF WE DO NOT OBTAIN ADDITIONAL FINANCING, OUR BUSINESS WILL FAIL.
Our auditors have issued a going concern opinion. This means that there is
substantial doubt that we can continue as an ongoing business for the next
twelve months. We will need to obtain additional financing in order to complete
our business plan because we currently do not have any operations and we have no
income. We do not have any arrangements for financing and we may not be able to
find such financing if required. Obtaining additional financing would be subject
to a number of factors, including investor sentiment. These factors may
adversely affect the timing, amount, terms, or conditions of any financing that
we may obtain or make any additional financing unavailable to us. If we do not
obtain additional financing our business will fail. Please note that the
proceeds from the sale of the securities offered in this registration statement
will go directly to the selling shareholder and not to the Company. As such,
this offering might negatively affect the Company's ability to raise needed
funds through a primary offering of the Company's securities in the future.
OUR OPERATING RESULTS WILL BE VOLATILE AND DIFFICULT TO PREDICT. IF THE COMPANY
FAILS TO MEET THE EXPECTATIONS OF PUBLIC MARKET ANALYSTS AND INVESTORS, THE
MARKET PRICE OF OUR COMMON STOCK MAY DECLINE SIGNIFICANTLY.
Management expects both quarterly and annual operating results to fluctuate
significantly in the future. Because our operating results will be volatile and
difficult to predict, in some future quarter our operating results may fall
below the expectations of securities analysts and investors. If this occurs, the
trading price of our common stock may decline significantly.
A number of factors will cause gross margins to fluctuate in future periods.
Factors that may harm our business or cause our operating results to fluctuate
include the following: the inability to obtain new customers at reasonable cost;
the ability of competitors to offer new or enhanced services or products; price
competition; the failure to develop marketing relationships with key business
partners; increases in our marketing and advertising costs; increased fuel costs
and increased labour costs that can affect demand for cleaning equipment; the
amount and timing of operating costs and capital expenditures relating to
expansion of operations; a change to or changes to government regulations;
seasonality and a general economic slowdown. Any change in one or more of these
factors could reduce our ability to earn and grow revenue in future periods.
WE HAVE RECEIVED AN OPINION OF GOING CONCERN FROM OUR AUDITORS. IF WE DO NOT
RECEIVE ADDITIONAL FUNDING, WE WOULD HAVE TO CURTAIL OR CEASE OPERATIONS. AN
INVESTMENT IN OUR SECURITIES REPRESENTS SIGNIFICANT RISK AND YOU MAY LOSE ALL OR
PART YOUR ENTIRE INVESTMENT.
Our independent auditors noted in their report accompanying our financial
statements for the period ended May 31, 2009 that we have not made a profit. For
the year ending May 31, 2009, we had a loss of $33,887. They further stated that
the uncertainty related to these conditions raised substantial doubt about our
ability to continue as a going concern. At May 31 2009, our cash was $0 and we
had an overdraft position of $3,507.
We do not currently have sufficient capital resources to fund operations. To
stay in business, we will need to raise additional capital through public or
private sales of our securities, debt financing or short-term bank loans, or a
combination of the foregoing.
We will need additional capital to fully implement our business, operating and
development plans. However, additional funding from an alternate source or
sources may not be available to us on favorable terms, if at all. To the extent
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that money is raised through the sale of our securities, the issuance of those
securities could result in dilution to our existing security holders. If we
raise money through debt financing or bank loans, we may be required to secure
the financing with some or all of our business assets, which could be sold or
retained by the creditor should we default in our payment obligations. If we
fail to raise sufficient funds, we would have to curtail or cease operations.
THE COMPANY IS GOVERNED BY MR. JOHN MARTIN, OUR SOLE EXECUTIVE OFFICER AND
DIRECTOR, AND, AS SUCH, THERE MAY BE SIGNIFICANT RISK TO THE COMPANY FROM A
CORPORATE GOVERNANCE PERSPECTIVE.
Mr. John Martin, our sole Executive Officer and Director makes decisions such as
the approval of related party transactions, the compensation of Executive
Officers, and the oversight of the accounting function. There will be no
segregation of executive duties and there may not be effective disclosure and
accounting controls to comply with applicable laws and regulations, which could
result in fines, penalties and assessments against us. Accordingly, the inherent
controls that arise from the segregation of executive duties may not prevail. In
addition, Mr. Martin will exercise full control over all matters that typically
require the approval of a Board of Directors. Mr. Martin's actions are not
subject to the review and approval of a Board of Directors and, as such, there
may be significant risk to the Company from a corporate governance perspective.
Our sole Executive Officer and Director exercises control over all matters
requiring shareholder approval including the election of directors and the
approval of significant corporate transactions. We have not voluntarily
implemented various corporate governance measures, in the absence of which,
shareholders may have more limited protections against the transactions
implemented by Mr. Martin, conflicts of interest and similar matters.
BECAUSE OUR SOLE EXECUTIVE OFFICER AND DIRECTOR HAS OTHER BUSINESS INTERESTS, HE
MAY NOT BE ABLE OR WILLING TO DEVOTE A SUFFICIENT AMOUNT OF TIME TO THE
COMPANY'S BUSINESS OPERATIONS, WHICH MAY CAUSE OUR BUSINESS TO FAIL.
Mr. Martin, our sole executive officer and director currently spend four to ten
hours a week working on this business and is not one of the company's full time
employees. It is possible that the demands on our sole Executive Officer and
Director from other obligations could increase with the result that he would no
longer be able to devote sufficient time to the management of the company's
business. In addition, he may not possess sufficient time for the Company's
business if the demands of managing the Company's business increase
substantially beyond current levels.
THE COSTS OF BEING A PUBLIC COMPANY WILL PUT A STRAIN ON OUR RESOURCES
We are subject to the reporting requirements of the Securities Exchange Act of
1934, or the "Exchange Act," and the Sarbanes-Oxley Act of 2002. The Exchange
Act requires that we file annual, quarterly and current reports with respect to
our business and financial condition. The Sarbanes-Oxley Act requires that we
maintain effective disclosure controls and procedures and internal control for
financial reporting. These requirements will place a strain on our systems and
resources as well as add additional costs to our business in complying with
these regulations. The cost and effort required to stay compliant with these
regulations will divert management's attention from other business concerns,
which could have a material adverse effect on our business, financial condition,
results of operations and cash flows. If we are unable to conclude that our
disclosure controls and procedures and internal control over financial reporting
are effective, or if our independent public accounting firm is unable to provide
us with an unqualified report as to the effectiveness of our internal control
over financial reporting in future years, investors may lose confidence in our
business and the value of our stock may decline.
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(B) RISKS RELATED TO THE AUTOMOTIVE CLEANING INDUSTRY
OUR INDUSTRY IS COMPETITIVE AND IS CHARACTERIZED BY LOW PROFIT MARGINS AND HIGH
FIXED COSTS, A MINOR SHORTFALL FROM EXPECTED REVENUE COULD AFFECT THE DEMAND FOR
OUR SERVICES, HAVE A SIGNIFICANT IMPACT ON OUR ABILITY TO GENERATE REVENUE, AND
POSSIBLY CAUSE OUR BUSINESS TO FAIL.
Our industry is competitive. Our competitors who provide car wash packages
compete for our business. Aggressive marketing tactics implemented by our
competitors could impact our limited financial resources and adversely affect
our ability to compete in our market.
UNFORESEEN FUTURE ENVIROMENTAL REGULATIONS COULD CAUSE OUR OPERATING COSTS TO
INCREASE, ADVERSELY IMPACT OUR OPERATING RESULTS, AND POSSIBLY CAUSE OUR
BUSINESS TO FAIL.
Our industry is concerned with environmental issues, specifically the
cleanliness and conservation of our finite water resources.
Waste water along with cleaning solvents and chemicals generated from car
washing, is discharged directly into storm sewers carrying contaminants directly
into our local water-ways. The chemicals used by the washing process and
discharged in storm sewers could be seen as environmentally unsafe by
environmental bodies and affect future operations of our business. While there
are currently no regulations on the disposal of contaminated water, future
environmental regulations may be legislated by government that could adversely
affect how we discharged wastewater. Our company is at risk to any number of
future environmental regulations imposed by government bodies. Any future
environmental regulations that we may have to comply with may change the way we
operate our business and add unforeseen costs to our business.
UNFORESEEN INDUSTRY TRENDS COULD ADVERSELY IMPACT OUR OPERATING RESULTS.
Industry efforts are focused upon improving the quality of existing methods of
auto washing and detailing, however unforeseen industry trends could adversely
impact operation results and subsequently cause our business to fail.
OUR QUARTERLY RESULTS ARE SIGNIFICANTLY AFFECTED BY MANY FACTORS, AND OUR
RESULTS OF OPERATIONS FOR ANY ONE QUARTER ARE NOT NECESSARILY INDICATIVE OF OUR
ANNUAL RESULTS OF OPERATIONS. THE COMPANY HAS A LIMITED OPERATING HISTORY UPON
WHICH TO BASE AN EVALUATION OF ITS BUSINESS AND PROSPECTS. IT IS POSSIBLE THAT
WE MAY NEVER ACHIEVE PROFITABILITY. AN INVESTMENT IN OUR SECURITIES REPRESENTS
SIGNIFICANT RISK AND YOU MAY LOSE ALL OR PART YOUR ENTIRE INVESTMENT.
Our proposed operations are subject to a variety of factors that frequently
cause considerable volatility in our earnings, including:
* increases in the price for fuel, security and insurance costs
* general economic trends
* the prosperity of the automotive, transportation, tourism and
recreation industries
In addition, seasonal variations in traffic and expenditures could affect our
operating results from quarter to quarter. Seasonality can affect demand for
cleaning and washing automobiles and, hence our potential sales from quarter to
quarter. Our results of operations in any one quarter are not necessarily
indicative of our annual results of OPERATIONS. It is possible that we may never
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earn enough revenue to achieve profitability. An investment in our securities
represents significant risk and you may lose all or part your entire investment.
(C) RISKS RELATED TO THE OWNERSHIP OF OUR SECURITIES
THE TRADING PRICE OF OUR COMMON STOCK MAY DECREASE DUE TO FACTORS BEYOND OUR
CONTROL. THESE FACTORS MAY RESULT IN SUBSTANTIAL LOSSES TO INVESTORS IF
INVESTORS ARE UNABLE TO SELL THEIR SHARES AT OR ABOVE THEIR PURCHASE PRICE.
The trading price of our common stock is subject to significant fluctuations due
to a number of factors, including:
* our status as a development stage company with a limited operating
history
* limited revenues to date, which may make risk-averse investors more
inclined to sell their shares on the market more quickly and at
greater discounts than may be the case with the shares of a seasoned
issuer in the event of negative news or lack of progress and
announcements of new products by us or our competitors
* the timing and development of products and services that we may offer
* general and industry-specific economic conditions
* actual or anticipated fluctuations in our operating results
* our capital commitments
* the loss of any of our key management personnel
In addition, the financial markets have experienced extreme price and volume
fluctuations. The market prices of the securities of similar companies have been
highly volatile and may continue to be highly volatile in the future, some of
which may be unrelated to the operating performance of particular companies.
The sale or attempted sale of a large amount of common stock into the market may
also have a significant impact on the trading price of our common stock. Many of
these factors are beyond our control and may decrease the market price of our
common stock, regardless of our operating performance. In the past, securities
class action litigation has often been brought against companies that experience
volatility in the market price of their securities. Whether or not meritorious,
litigation brought against us could result in substantial costs, divert
management's attention and resources and harm our financial condition and
results of operations.
WE MAY RAISE ADDITIONAL CAPITAL THROUGH A SECURITIES OFFERING THAT COULD DILUTE
YOUR OWNERSHIP INTEREST AND VOTING RIGHTS.
We will need to raise additional capital to fund our business. If we raise
additional funds through the issuance of equity, equity-related or convertible
debt securities, these securities may have rights, preferences or privileges
senior to those of the holders of our common stock. The issuance of additional
common stock or securities convertible into common stock will also have the
effect of diluting the proportionate equity interest and voting power of holders
of our common stock.
OUR INCORPORATION DOCUMENTS AND NEVADA LAW INCLUDE PROVISIONS THAT MAY INHIBIT
AN ATTEMPT BY OUR SHAREHOLDER TO CHANGE OUR DIRECTION OR MANAGEMENT, OR MAY
INHIBIT A POSSIBLE TAKEOVER THAT SHAREHOLDERS CONSIDER FAVORABLE. THE OCCURRENCE
OF SUCH EVENTS COULD LIMIT THE MARKET PRICE OF YOUR STOCK.
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Our certificate of incorporation and bylaws contain provisions that could delay
or prevent a change in control of our company, such as prohibiting cumulative
voting in the election of directors, which would otherwise allow less than a
majority of shareholders to elect director candidates. In addition, we are
governed by the provisions of Section 203 of Nevada General Corporate Law. These
provisions may prohibit large shareholders from merging or combining with us,
which may prevent or frustrate any attempt by our shareholders to change our
management or the direction in which we are heading. These and other provisions
in our amended and restated certificate of incorporation and bylaws and under
Nevada law could reduce the price that investors might be willing to pay for
shares of our common stock in the future and result in the market price being
lower than it would be without these provisions.
WE WILL NEED TO RAISE ADDITIONAL CAPITAL AND, IN SO DOING, WILL FURTHER DILUTE
THE TOTAL NUMBER OF SHARES ISSUED AND OUTSTANDING.
We will need to raise additional capital, in addition to the financing as
reported in this registration statement, by issuing additional shares of common
stock and will, thereby, increase the number of common shares outstanding. There
can be no assurance that this additional capital will be available and, if the
capital is available at all, that it will be available on terms acceptable to
the Company. The issuances of additional equity securities by the Company may
result in a significant dilution in the equity interests of its current security
holders. Alternatively, we may have to borrow large sums, and assume debt
obligations that require us to make substantial interest and capital payments.
If we are able to raise additional capital, we cannot assure that it will be on
terms that enhance the value of our common shares. If the Company is unable to
obtain financing in the amounts and on terms deemed acceptable, the business and
future success of the Company will almost certainly be adversely affected.
WE ARE DEPENDENT ON KEY PERSONNEL.
The Company's success will largely rely on the efforts and abilities of certain
key personnel. While the Company does not foresee any reason why such key
personnel will not remain with the Company, if for any reason they do not, the
Company could be adversely affected. The Company has not purchased key man life
insurance for any of these individuals.
AN ACTIVE TRADING MARKET FOR OUR COMMON SHARES MAY NOT DEVELOP.
Our common shares are new issues of securities with no established trading
markets or prior trading histories, and there can be no assurance regarding the
future development of markets for our common shares, the ability of holders of
our common shares to sell or the prices for which holders may be able to sell
their holdings of our common shares. Furthermore, the liquidity of, and trading
markets for, our common shares may be adversely affected by changes in the car
cleaning industry and in the overall economy, as well as by any changes in our
financial condition or results of operations.
OUR STOCK IS A PENNY STOCK. TRADING OF OUR STOCK MAY BE RESTRICTED BY THE SEC'S
PENNY STOCK REGULATIONS AND THE NASD'S SALES PRACTICE REQUIREMENTS, WHICH MAY
LIMIT A STOCKHOLDER'S ABILITY TO BUY AND SELL OUR STOCK.
Our common stock is presently considered to be a "penny stock" and is subject to
SEC rules and regulations which impose limitations upon the manner in which such
shares may be publicly traded and regulate broker-dealer practices in connection
with transactions in "penny stocks." Penny stocks generally are equity
securities with a price of less than $5.00 (other than securities registered on
certain national securities exchanges or quoted on the NASDAQ system, provided
that current price and volume information with respect to transactions in such
securities is provided by the exchange or system). The penny stock rules require
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a broker-dealer, prior to a transaction in a penny stock not otherwise exempt
from the rules, to deliver a standardized risk disclosure document that provides
information about penny stocks and the risks in the penny stock market. The
broker-dealer must also provide the customer with current bid and offer
quotations for the penny stock, the compensation of the broker-dealer and its
salesperson in the transaction, and monthly account statements showing the
market value of each penny stock held in the customer's account. In addition,
the penny stock rules generally require that prior to a transaction in a penny
stock, the broker-dealer make a special written determination that the penny
stock is a suitable investment for the purchaser and receive the purchaser's
written agreement to the transaction. These disclosure requirements may have the
effect of reducing the level of trading activity in the secondary market for a
stock that becomes subject to the penny stock rules which may increase the
difficulty investors may experience in attempting to liquidate such securities.
FORWARD-LOOKING STATEMENTS
This Form 10-K contains forward-looking statements that involve risks and
uncertainties. We use words such as anticipate, believe, plan, expect, future,
intend and similar expressions to identify such forward-looking statements. You
should not place too much reliance on these forward-looking statements. Our
actual results are likely to differ materially from those anticipated in these
forward-looking statements for many reasons.
ITEM 2. PROPERTIES
We currently do not own any physical property or own any real property.
ITEM 3. LEGAL PROCEEDINGS
We are not currently involved in any legal proceedings and we are not aware of
any pending or potential legal actions.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
There were no matters submitted to a vote of the security holders during the
year ended May 31, 2009.
PART II
ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
NO PUBLIC MARKET FOR COMMON STOCK
Our common stock is listed for trading under the symbol "ORFG".
As of the date of this report we have approximately 25 shareholders of record.
We have paid no cash dividends and have no outstanding options. We have no
securities authorized for issuance under equity compensation plans.
The SEC has adopted rules that regulate broker-dealer practices in connection
with transactions in penny stocks. Penny stocks are generally equity securities
with a price of less than $5.00, other than securities registered on certain
national securities exchanges or quoted on the NASDAQ system, provided that
current price and volume information with respect to transactions in such
securities is provided by the exchange or quotation system. The penny stock
rules require a broker-dealer, prior to a transaction in a penny stock, to
deliver a standardized risk disclosure document prepared by the SEC, that: (a)
contains a description of the nature and level of risk in the market for penny
11
stocks in both public offerings and secondary trading; (b) contains a
description of the broker's or dealer's duties to the customer and of the rights
and remedies available to the customer with respect to a violation to such
duties or other requirements of Securities' laws; (c) contains a brief, clear,
narrative description of a dealer market, including bid and ask prices for penny
stocks and the significance of the spread between the bid and ask price; (d)
contains a toll-free telephone number for inquiries on disciplinary actions; (e)
defines significant terms in the disclosure document or in the conduct of
trading in penny stocks; and (f) contains such other information and is in such
form, including language, type, size and format, as the SEC shall require by
rule or regulation. The broker-dealer also must provide, prior to effecting any
transaction in a penny stock, the customer with: (a) bid and offer quotations
for the penny stock; (b) the compensation of the broker-dealer and its
salesperson in the transaction; (c) the number of shares to which such bid and
ask prices apply, or other comparable information relating to the depth and
liquidity of the market for such stock; and (d) monthly account statements
showing the market value of each penny stock held in the customer's account. In
addition, the penny stock rules require that prior to a transaction in a penny
stock not otherwise exempt from those rules; the broker-dealer must make a
special written determination that the penny stock is a suitable investment for
the purchaser and receive the purchaser's written acknowledgment of the receipt
of a risk disclosure statement, a written agreement to transactions involving
penny stocks, and a signed and dated copy of a suitably written statement.
These disclosure requirements may have the effect of reducing the trading
activity in the secondary market for our stock if it becomes subject to these
penny stock rules. Therefore, if our common stock becomes subject to the penny
stock rules, stockholders may have difficulty selling those securities.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
FORWARD LOOKING STATEMENTS
This section of this report includes a number of forward-looking statements that
reflect our current views with respect to future events and financial
performance. Forward-looking statements are often identified by words like:
believe, expect, estimate, anticipate, intend, project and similar expressions,
or words which, by their nature, refer to future events. You should not place
undue certainty on these forward-looking statements, which apply only as of the
date of our report. These forward-looking statements are subject to certain
risks and uncertainties that could cause actual results to differ materially
from historical results or our predictions. We are a development stage company
and have not developed significant revenue to date to attain profitability.
RESULTS OF OPERATIONS
We are still in the development stage and have generated minimum revenues to
date.
We incurred operating expenses of $99,690 for the year ended May 31, 2009. These
expenses consisted of general operating expenses and professional fees incurred
in connection with the day to day operation of our business and the preparation
and filing of our periodic reports and for year ends. Our net loss for the year
ending May 31, 2009 was $33,887. Our auditors have issued a going concern
opinion. This means that there is substantial doubt that we can continue as an
on-going business for the next twelve months unless we obtain additional capital
to pay our bills. This is because we have not generated sufficient revenue to
attain profitability. There can be no assurance that we will ever reach
profitability. We are still developing our business.
The following table provides selected financial data about our company for the
years ended May 31, 2009 and 2008.
12
Balance Sheet Data: 5/31/09 5/31/08
------------------- ------- -------
Cash $ 0 $ 558
Total assets $ 1,091 $ 2,259
Total liabilities $66,421 $34,649
Shareholders' deficit $65,330 $32,390
|
LIQUIDITY AND CAPITAL RESOURCES
Our cash balance at May 31, 2009 was $0 with outstanding liabilities of $66,421.
Management believes our current cash balance will be unable to sustain
operations for the next 12 months. We will be forced to raise additional funds
by issuing new debt or equity securities or otherwise. If we fail to raise
sufficient capital when needed, we will not be able to complete our business
plan. We are a developing company and our revenue has not been sufficient to
attain profitability.
PLAN OF OPERATION
Our cash balance is $0 as of May 31, 2009 and we have an overdraft of $3,507. We
believe our cash balance is insufficient to fund our levels of operations for
the next twelve months. As a result we will be forced to raise additional funds
by issuing new debt or equity securities or otherwise. If we fail to raise
sufficient capital when needed, we will not be able to complete our business
plan. We are a development stage company and have generated minimal revenues to
date.
Our auditor has issued a going concern opinion. This means that there is
substantial doubt that we can continue as an on-going business for the next
twelve months unless we obtain additional capital to pay our bills. This is
because we have not generated significant revenues to attain profitability.
There is no assurance we will ever reach that stage.
OFF-BALANCE SHEET ARRANGEMENTS
We do not have any off-balance sheet arrangements that have or are reasonably
likely to have a current or future effect on our financial condition, changes in
financial condition, revenues or expenses, results of operations, liquidity,
capital expenditures or capital resources that is material to investors.
13
ITEM 8. FINANCIAL STATEMENTS
SEALE AND BEERS, CPAs
PCAOB & CPAB REGISTERED AUDITORS
www.sealebeers.com
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors
Orofino Gold Corp.
(f.k.a. SNT Cleaning, Inc.)
(A Development Stage Company)
We have audited the accompanying balance sheets of Orofino Gold corp. (f.k.a.
SNT Cleaning, Inc.) (A Development Stage Company) as of May 31, 2009 and May 31,
2008 and the related statements of operations, stockholders' equity (deficit)
and cash flows for the years ended May 31, 2009 and May 31, 2008 and since
inception on April 12, 2005 through May 31, 2009 and May 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 conduct our audits in accordance with 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. 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
principles 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 Orofino Gold Corp. (f.k.a. SNT
Cleaning, Inc.)(A Development Stage Company) as of May 31, 2009 and May 31,
2008, and the related statements of operations, stockholders' equity (deficit)
and cash flows for the years ended May 31, 2009 and May 31, 2008 and since
inception on April 12, 2005 through May 31, 2009, 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 3 to the
financial statements, the Company has incurred a net loss of $74,666 for the
period from April 12, 2005 (inception) to May 31, 2009, which raises substantial
doubt about its ability to continue as a going concern. Management's plans
concerning these matters are also described in Note 3. The financial statements
do not include any adjustments that might result from the outcome of this
uncertainty.
/s/ Seale and Beers, CPAs
-------------------------------------
Seale and Beers, CPAs
Las Vegas, Nevada
February 4, 2010
|
50 S. Jones Blvd. Suite 202 Las Vegas, NV 89107
Phone: (888) 727-8251 Fax: (888) 782-2351
14
OROFINO GOLD CORP.
(f.k.a. SNT CLEANING INC.)
(DBA Clean'N Shine)
(A Development Stage Company)
Balance Sheets
(Stated in US Dollars)
May 31, May 31,
2009 2008
-------- --------
Audited Audited -
Restated
Assets
Current Assets
Cash $ -- $ 558
-------- --------
Total Current Assets -- 558
Non-Current Assets
Related Party Deposits 824 905
Deposits 267 796
-------- --------
Total Non-Current Assets 1,091 1,701
Total Assets $ 1,091 $ 2,259
======== ========
Liabilities
Current Liabilities
Over Draft 3,507 $ --
Accounts Payable 14,625 7,729
Related Party Loan 48,289 26,920
-------- --------
Total Long Term Liabilities 66,421 34,649
Total Liabilities 66,421 34,649
-------- --------
Stockholders' Deficiency
Common Stock, $0.001 par value
75,000,000 Common Shares Authorized
60,000,000 Shares Issued and Outstanding 60,000 60,000
Additional Paid-in capital (51,500) (51,500)
Retained Deficit (74,666) (40,779)
Translation Adjustments 836 (111)
-------- --------
Total Stockholders' Deficit (65,330) (32,390)
-------- --------
Total Liabilities and Stockholders' Equity $ 1,091 $ 2,259
======== ========
|
The accompanying notes are an integral part of these financial statements.
15
OROFINO GOLD CORP.
(f.k.a. SNT CLEANING INC.)
(A Development Stage
Company)
Income Statements
(Stated in US Dollars)
For the Year Ended From Inception
------------------------------- April 12, 2005 to
May 31, 2009 May 31, 2008 May 31, 2009
------------ ------------ ------------
Restated
Revenue $ 65,803 $ 49,712 $ 115,514
------------ ------------ ------------
Expenses
Advertising and Promotion 763 1,048 1,812
Wages and Salary 64,754 47,198 111,952
General and Administrative 34,173 41,245 76,416
------------ ------------ ------------
Total Expenses 99,690 89,491 190,180
------------ ------------ ------------
Provision for income tax -- -- --
------------ ------------ ------------
Net Income (Loss) $ (33,887) $ (39,779) $ (74,666)
============ ============ ============
Basic & Diluted (Loss) per Common Share (0.001) (0.001)
------------ ------------
Weighted Average Number of Common Shares 60,000,000 60,000,000
------------ ------------
|
The accompanying notes are an integral part of these financial statements.
16
OROFINO GOLD CORP.
(f.k.a. SNT CLEANING INC.)
(DBA Clean'N Shine)
(A Development Stage Company)
STATEMENTS OF STOCKHOLDER'S EQUITY
For the years ended May 31, 2009 and May 31, 2008
(Stated in US Dollars)
Common Stock Paid in Translation Retained Total
Shares Amount Capital Adjustments Deficit Equity
------ ------ ------- ----------- ------- ------
Shares issued to founders on April 12, 2005
at $0.0001 per share 60,000,000 $ 60,000 $ (59,000) $ -- $ -- $ (59,000)
Net (Loss) for period ending May 31, 2006 (800) (800)
---------- -------- --------- --------- --------- ---------
Balance, May 31, 2006 60,000,000 60,000 (59,000) -- (800) (59,800)
Net (Loss) for period ending May 31, 2007 (200)
---------- -------- --------- --------- --------- ---------
Balance, May 31, 2007 60,000,000 60,000 (59,000) (1,000) --
Contributed Capital (see footnotes) 7,500 7,500
Translation Adjustments for period ending
May 31,2008 (111) (111)
Net (Loss) for period ending May 31, 2008 (39,779) (39,779)
---------- -------- --------- --------- --------- ---------
Balance, May 31, 2008 60,000,000 60,000 (51,500) (111) (40,779) (32,390)
Translation Adjustments for period ending
May 31,2009 947 947
Net (Loss) for the period ending
May 31, 2009 (33,887) (33,887)
---------- -------- --------- --------- --------- ---------
Balance, May 31, 2009 60,000,000 $ 60,000 $ (51,500) $ 836 $ (74,666) $ (65,330)
========== ======== ========= ========= ========= =========
|
The accompanying notes are an integral part of these financial statements.
17
OROFINO GOLD CORP.
(f.k.a. SNT CLEANING INC.)
(DBA Clean'N Shine)
(A Development Stage Company)
Statements of Cash Flows
(Stated in US Dollars)
For the Year Ended From Inception
------------------------------- April 12, 2005 to
May 31, 2009 May 31, 2008 May 31, 2009
------------ ------------ ------------
OPERATING ACTIVITIES
Net loss $(33,887) $(39,779) $(74,666)
Changes in operating assets and liabilities:
Accounts payable 6,896 7,729 14,625
Over draft 3,507 -- 3,507
Deposits 610 (1,701) (1,091)
-------- -------- --------
NET CASH USED IN OPERATING ACTIVITIES (22,874) (33,751) (57,625)
FINANCING ACTIVITIES
Related Party Loan 21,369 26,920 48,289
Contributed Capital -- 7,500 7,500
Common shares issued to founders
@ $0.0001 per share -- -- 1,000
-------- -------- --------
NET CASH PROVIDED BY FINANCING ACTIVITIES 21,369 34,420 56,789
Effect of exchange rate on cash 948 (112) 836
Cash at beginning of period 558 -- --
-------- -------- --------
CASH AT END OF PERIOD $ -- $ 558 $ --
======== ======== ========
Cash Paid For:
Interest $ -- $ -- $ --
======== ======== ========
Income Tax $ -- $ -- $ --
======== ======== ========
|
The accompanying notes are an integral part of these financial statements.
18
OROFINO GOLD CORP.
(f.k.a. SNT Cleaning Inc.)
(An Development Stage Company)
Footnotes to the Financial Statements
From Inception (April 12, 2005 to May 31, 2009)
(Stated in US Dollars)
NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS
Orofino Gold Corp. ("Orofino" or "SNT" or the "Company") was organized
under the laws of the State of Nevada on April 12, 2005 as SNT Networks
Inc. On April 22, 2008 the company changed its corporate name to SNT
Cleaning Inc.
On May 8, 2009, the Company passed a resolution to forward stock split of
its common stock on a ratio of six shares for every one share of the
Company. The record date of the forward stock split was May 15, 2009 and
the payment date of the forward split was May 19, 2009. The forward split
was payable as a dividend, thereby requiring no action by shareholders, nor
any amendment to the articles of incorporation of the Company.
On December 5, 2009, the Company passed a resolution to change its name
from SNT Cleaning Inc. to Orofino Gold Corp.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
a. Accounting Method
The Company's financial statements are prepared using the accrual method of
accounting. The Company has elected a May 31 year-end.
b. Revenue Recognition
The Company recognizes revenue when persuasive evidence of an arrangement
exists, service has been completed, the contract price is fixed or
determinable, and collectibility is reasonably assured.
c. Income Taxes
The Company prepares its tax returns on the accrual basis. The Company
accounts for income taxes under the Statement of Financial Accounting
Standards No. 109, "Accounting for Income Taxes" ("Statement 109"). Under
Statement 109, deferred tax assets and liabilities are recognized for the
future tax consequences attributable to differences between the financial
statement carrying amounts of existing assets and liabilities and their
respective tax bases. Deferred tax assets and liabilities are measured
using enacted tax rates expected to apply to taxable income in the years in
which those temporary differences are expected to be recovered or settled.
Under Statement 109, the effect on deferred tax assets and liabilities of a
change in tax rates is recognized in income in the period that includes the
enactment date.
19
d. Use of Estimates
The preparation of the financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported 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 reporting period. Actual results could differ from those
estimates.
e. Assets
The company has no cash as of May 31, 2009.
f. Income
Income represents all of the company's revenue less all its expenses in the
period incurred. The Company has revenues of $65,803 for the year ending
May 31, 2009 and has expenses of $99,690 over the same period. For the year
ended May 31, 2009 it has incurred a net loss of $33,887.
g. Basic Income (Loss) Per Share
In accordance with SFAS No. 128-"Earnings Per Share", the basic loss per
common share is computed by dividing net loss available to common
stockholders by the weighted average number of common shares outstanding.
Diluted loss per common share is computed similar to basic loss per common
share except that the denominator is increased to include the number of
additional common shares that would have been outstanding if the potential
common shares had been issued and if the additional common shares were
dilutive. At May 31, 2009, the Company has no stock equivalents that were
anti-dilutive and excluded in the earnings per share computation.
i. Cash and Cash Equivalents
For purposes of the statement of cash flows, the company considers all
highly liquid investments purchased with maturity of three months or less
to be cash equivalents.
j. Liabilities
Liabilities are made up of current liabilities and long-term debt. Current
liabilities as of May 31, 2009 include accounts payable of $14,625,
Overdraft of 3,507 and an amount due to related party of 48,289 which is
owed to a shareholder, interest free and due on demand.
Share Capital
a) Authorized:
75,000,000 common shares with a par value of $0.001
b) Issued:
The company issued to the founders 10,000,000 common shares of stock for
$1,000.
20
On May 20, 2009, the Company completed a forward stock split of its common
stock on a ratio of six shares for every one share of the Company. The
record date of the forward stock split was May 15, 2009, the payment date
of the forward split was May 19, 2009, and the ex-dividend date of the
forward split was May 20, 2009. The forward split was payable as a
dividend, thereby requiring no action by shareholders, nor any amendment to
the articles of incorporation of the Company. As a result of the forward
split, the post forward split number of issued and outstanding shares was
60,000,000. As of May 31, 2009, there where Sixty Million (60,000,000)
common shares issued and outstanding at a value of $0.001 per share
The Company has issued no authorized preferred shares.
The Company has no stock option plan, warrants or other dilutive
securities.
k. Foreign currency transactions
The financial statements are presented in United States dollars; however,
the functional currency for the Company is the Canadian dollar. Thus, in
accordance with Statement of Financial Accounting Standards No. 52,
"Foreign Currency Translation", the current rate method is used. All
foreign denominated assets and liabilities are translated to their United
States dollar equivalents using foreign exchange rates that prevailed at
the balance sheet date. Revenue and expenses are translated at weighted
average rates of exchange during the year and stockholders' equity accounts
are translated by using historical exchange rates. Translation adjustments
resulting from using different rates on different financial statement
components are reported as a component of accumulated other comprehensive
income in the stockholders' equity section of the balance sheet.
l. Advertising Costs
The Company's policy regarding advertising is to expense advertising when
incurred. The Company had incurred a total advertising expense of $763 for
the year ending May 31, 2009.
m. Recent Accounting Pronouncements
June 2009, the FASB issued SFAS No. 166, "Accounting for Transfers of
Financial Assets--an amendment of FASB Statement No. 140" ("SFAS 166"). The
provisions of SFAS 166, in part, amend the derecognition guidance in FASB
Statement No. 140, eliminate the exemption from consolidation for
qualifying special-purpose entities and require additional disclosures.
SFAS 166 is effective for financial asset transfers occurring after the
beginning of an entity's first fiscal year that begins after November 15,
2009. The Company does not expect the provisions of SFAS 166 to have a
material effect on the financial position, results of operations or cash
flows of the Company.
In June 2009, the FASB issued SFAS No. 167, "Amendments to FASB
Interpretation No. 46(R) ("SFAS 167"). SFAS 167 amends the consolidation
guidance applicable to variable interest entities. The provisions of SFAS
167 significantly affect the overall consolidation analysis under FASB
Interpretation No. 46(R). SFAS 167 is effective as of the beginning of the
first fiscal year that begins after November 15, 2009. SFAS 167 will be
effective for the Company beginning in 2010. The Company does not expect
the provisions of SFAS 167 to have a material effect on the financial
position, results of operations or cash flows of the Company.
21
In June 2009, the FASB issued SFAS No. 168, "The FASB Accounting Standards
Codification and the Hierarchy of Generally Accepted Accounting Principles
- a replacement of FASB Statement No. 162" ("SFAS No. 168"). Under SFAS No.
168 the "FASB Accounting Standards Codification" ("Codification") will
become the source of authoritative U. S. GAAP to be applied by
nongovernmental entities. 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. SFAS No. 168 is
effective for financial statements issued for interim and annual periods
ending after September 15, 2009. On the effective date, the Codification
will supersede all then-existing non-SEC accounting and reporting
standards. All other non-grandfathered non-SEC accounting literature not
included in the Codification will become non-authoritative. SFAS No. 168 is
effective for the Company's interim quarterly period beginning July 1,
2009. The Company does not expect the adoption of SFAS No. 168 to have an
impact on the financial statements.
In June 2009, the Securities and Exchange Commission's Office of the Chief
Accountant and Division of Corporation Finance announced the release of
Staff Accounting Bulletin (SAB) No. 112. This staff accounting bulletin
amends or rescinds portions of the interpretive guidance included in the
Staff Accounting Bulletin Series in order to make the relevant interpretive
guidance consistent with current authoritative accounting and auditing
guidance and Securities and Exchange Commission rules and regulations.
Specifically, the staff is updating the Series in order to bring existing
guidance into conformity with recent pronouncements by the Financial
Accounting Standards Board, namely, Statement of Financial Accounting
Standards No. 141 (revised 2007), Business Combinations, and Statement of
Financial Accounting Standards No. 160, Non-controlling Interests in
Consolidated Financial Statements. The statements in staff accounting
bulletins are not rules or interpretations of the Commission, nor are they
published as bearing the Commission's official approval. They represent
interpretations and practices followed by the Division of Corporation
Finance and the Office of the Chief Accountant in administering the
disclosure requirements of the Federal securities laws.
n. Related Party Disclosures
The company has a related party deposit of $824 as of May 31, 2009. This is
a rental damage deposit that has been sent to the landlord who is a
shareholder of the company.
The company has a related party loan of $48,289. As of May 31, 2009 the
loans details are as follows:
Amount Owed as of
Lender Relation May 31, 2009 Terms
------ -------- ------------ -----
911108 Alberta Ltd. Controlled by 30,512.20 Zero interest, due on demand
Mr. Denman
Rob Denman N/A 17,776.70 Zero interest, due on demand
|
o. Reclassification
The 2008 balance has been reclassified. Specifically the Related Party
Loans has been reclassified from Current assets to Non current assets. The
Deposits have been divided between regular deposits and related deposits.
The related deposit is rental damage deposit that has been sent to the
landlord who is a shareholder.
22
p. Restatement
Due to an accounting error the 2008 balance has been restated. The
following table describes these changes.
2008 2008 2008
Audited - As Audited - As
Restated Reported Difference
-------- -------- ----------
Assets
Current Assets
Cash $ 558 $ 558 $ --
-------- -------- --------
Total Current Assets 558 558 --
Non-Current Assets
Related Party Deposits 905 -- 905
Deposits 796 1,701 (905)
-------- -------- --------
Total Non-Current Assets 1,701 1,701 --
-------- -------- --------
Total Assets $ 2,259 $ 2,259 $ --
======== ======== ========
Liabilities
Current Liabilities
Over Draft $ -- $ -- $ --
Accounts Payable 7,729 24,815 (17,086)
Related Party Loan 26,920 4,584 22,336
-------- -------- --------
Total Long Term Liabilities 34,649 29,399 5,250
Total Liabilities 34,649 29,399 5,250
-------- -------- --------
Stockholders' Deficiency
Common Stock, $0.001 par value
75,000,000 Common Shares Authorized
60,000,000 Shares Issued and Outstanding 60,000 10,000 50,000
Additional Paid-in capital (51,500) (9,000) (42,500)
Retained Deficit (40,779) (28,031) (12,748)
Translation Adjustments (111) 109 (220)
-------- -------- --------
Total Stockholders' Deficit (32,390) (27,140) --
-------- -------- --------
Total Liabilities and Stockholders' Equity $ 2,259 $ 2,259 $ --
======== ======== ========
|
q. Contributed Capital
The company's founding shareholders worked on preparing the documents for
filing on Edgar and this has been allocated as contributed costs. The
company has estimated the work performed as approximately 150 working hours
at a rate of $50 per hour giving a contributed cost of $7,500.
23
r. Subsequent Events
The following subsequent events have been evaluated through February 9,
2009.
On December 5, 2009, the Company passed a resolution to change its name
from SNT Cleaning Inc. to Orofino Gold Corp.
On December 5, 2009, the Company accepted the resignation of its President,
Secretary and director, Robert Denman, and appointed John Martin as a
Director of the Company, effective as of equal date.
NOTE 3 - GOING CONCERN
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern, which contemplates the
realization of assets and the liquidation of liabilities in the normal
course of business. However, the Company has accumulated a loss to date.
This raises substantial doubt about the Company's ability to continue as a
going concern. The financial statements do not include any adjustments that
might result from this uncertainty.
As shown in the accompanying financial statements, the Company has incurred
a net loss of $74,666 for the period from April 12, 2005 (inception) to May
31, 2009. The future of the Company is dependent upon its ability to obtain
financing and upon future profitable operations from the development of
acquisitions. Management has plans to seek additional capital through a
private placement and public offering of its common stock. The financial
statements do not include any adjustments relating to the recoverability
and classification of recorded assets, or the amounts of and classification
of liabilities that might be necessary in the event the Company cannot
continue in existence.
24
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON FINANCIAL DISCLOSURE
None.
ITEM 9A. CONTROLS AND PROCEDURES
MANAGEMENT'S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
Our management is responsible for establishing and maintaining adequate internal
control over financial reporting. Internal control over financial reporting is
defined in Rule 13a-15(f) or 15d-15(f) promulgated under the Securities Exchange
Act of 1934 as a process designed by, or under the supervision of, the company's
principal executive and principal financial officers and effected by the
company's board of directors, management and other personnel, to provide
reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in accordance with
accounting principles generally accepted in the United States of America and
includes those policies and procedures that:
- Pertain to the maintenance of records that in reasonable detail
accurately and fairly reflect the transactions and dispositions of the
assets of the company;
- Provide reasonable assurance that transactions are recorded as
necessary to permit preparation of financial statements in accordance
with accounting principles generally accepted in the United States of
America and that receipts and expenditures of the company are being
made only in accordance with authorizations of management and
directors of the company; and
- Provide reasonable assurance regarding prevention or timely detection
of unauthorized acquisition, use or disposition of the company's
assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting
may not prevent or detect misstatements. Projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree of compliance
with the policies or procedures may deteriorate. All internal control systems,
no matter how well designed, have inherent limitations. Therefore, even those
systems determined to be effective can provide only reasonable assurance with
respect to financial statement preparation and presentation. Because of the
inherent limitations of internal control, there is a risk that material
misstatements may not be prevented or detected on a timely basis by internal
control over financial reporting. However, these inherent limitations are known
features of the financial reporting process. Therefore, it is possible to design
into the process safeguards to reduce, though not eliminate, this risk.
As of December 31, 2008 management assessed the effectiveness of our internal
control over financial reporting based on the criteria for effective internal
control over financial reporting established in Internal Control--Integrated
Framework issued by the Committee of Sponsoring Organizations of the Treadway
Commission ("COSO") and SEC guidance on conducting such assessments. Based on
that evaluation, they concluded that, during the period covered by this report,
such internal controls and procedures were not effective to detect the
inappropriate application of US GAAP rules as more fully described below. This
was due to deficiencies that existed in the design or operation of our internal
controls over financial reporting that adversely affected our internal controls
and that may be considered to be material weaknesses.
The matters involving internal controls and procedures that our management
considered to be material weaknesses under the standards of the Public Company
Accounting Oversight Board were: (1) lack of a functioning audit committee due
to a lack of a majority of independent members and a lack of a majority of
outside directors on our board of directors, resulting in ineffective oversight
in the establishment and monitoring of required internal controls and
25
procedures; (2) inadequate segregation of duties consistent with control
objectives; and (3) ineffective controls over period end financial disclosure
and reporting processes. The aforementioned material weaknesses were identified
by our Chief Executive Officer in connection with the review of our financial
statements as of December 31, 2008.
Management believes that the material weaknesses set forth in items (2) and (3)
above did not have an effect on our financial results. However, management
believes that the lack of a functioning audit committee and the lack of a
majority of outside directors on our board of directors results in ineffective
oversight in the establishment and monitoring of required internal controls and
procedures, which could result in a material misstatement in our financial
statements in future periods.
This annual report does not include an attestation report of the Corporation's
registered public accounting firm regarding internal control over financial
reporting. Management's report was not subject to attestation by the
Corporation's registered public accounting firm pursuant to temporary rules of
the SEC that permit the Corporation to provide only the management's report in
this annual report.
MANAGEMENT'S REMEDIATION INITIATIVES
In an effort to remediate the identified material weaknesses and other
deficiencies and enhance our internal controls, we have initiated, or plan to
initiate, the following series of measures:
We will create a position to segregate duties consistent with control objectives
and will increase our personnel resources and technical accounting expertise
within the accounting function when funds are available to us. And, we plan to
appoint one or more outside directors to our board of directors who shall be
appointed to an audit committee resulting in a fully functioning audit committee
who will undertake the oversight in the establishment and monitoring of required
internal controls and procedures such as reviewing and approving estimates and
assumptions made by management when funds are available to us.
Management believes that the appointment of one or more outside directors, who
shall be appointed to a fully functioning audit committee, will remedy the lack
of a functioning audit committee and a lack of a majority of outside directors
on our Board.
We anticipate that these initiatives will be at least partially, if not fully,
implemented by March 31, 2010. Additionally, we plan to test our updated
controls and remediate our deficiencies by March 31, 2010.
CHANGES IN INTERNAL CONTROLS OVER FINANCIAL REPORTING
There was no change in our internal controls over financial reporting that
occurred during the period covered by this report, which has materially
affected, or is reasonably likely to materially affect, our internal controls
over financial reporting.
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CONTROL PERSONS
The names, ages and titles of our executive officers and director are as
follows:
26
Name and Address of Executive
Officer and/or Director Age Position
----------------------- --- --------
John Martin 58 President, Secretary, and Director
|
John Martin is a resident of Hong Kong and has over 25 years of experience in
business, investment banking, and real estate. Mr. Martin is the managing
director of Panpacific Business Ltd. and Victoria and Grey Asset Company Ltd.
TERM OF OFFICE
Our director is appointed to hold office until the next annual meeting of our
stockholders or until his successor is elected and qualified, or until he
resigns or is removed in accordance with the provisions of the State of Nevada
Statutes. Our officer is appointed by our Board of Directors and holds office
until removed by the Board.
SIGNIFICANT EMPLOYEES
We have no significant executive employees other than our officer and directors
who devotes up to 20 hours per week to company matters. We also have part-time
employees that we use as required to operate our business.
Our officers and directors have not been the subject of any order, judgment, or
decree of any court of competent jurisdiction, or any regulatory agency
permanently or temporarily enjoining, barring, suspending or otherwise limited
him from acting as an investment advisor, underwriter, broker or dealer in the
securities industry, or as an affiliated person, director or employee of an
investment company, bank, savings and loan association, or insurance company or
from engaging in or continuing any conduct or practice in connection with any
such activity or in connection with the purchase or sale of any securities.
Our officers and directors have not been convicted in any criminal proceeding
(excluding traffic violations) nor is he subject of any currently pending
criminal proceeding.
We conduct our business through agreements with consultants and arms-length
third parties. We pay our consulting geologist the usual and customary rates
received by geologists performing similar consulting services.
CODE OF ETHICS
Our board of directors adopted our code of ethical conduct that applies to all
of our employees and directors, including our principal executive officer,
principal financial officer, principal accounting officer or controller, and
persons performing similar functions.
We believe the adoption of our Code of Ethical Conduct is consistent with the
requirements of the Sarbanes-Oxley Act of 2002.
Our Code of Ethical Conduct is designed to deter wrongdoing and to promote:
* Honest and ethical conduct, including the ethical handling of actual
or apparent conflicts of interest between personal and professional
relationships;
* Full, fair, accurate, timely and understandable disclosure in reports
and documents that we file or submit to the Securities & Exchange
Commission and in other public communications made by us;
27
* Compliance with applicable governmental laws, rules and regulations;
* The prompt internal reporting to an appropriate person or persons
identified in the code of violations of our Code of Ethical Conduct;
and
* Accountability for adherence to the Code.
ITEM 11. EXECUTIVE COMPENSATION
MANAGEMENT COMPENSATION
The table below summarizes all compensation awarded to, earned by, or paid to
our executive officers by any person for all services rendered in all capacities
to us for the past three years ending March 31, 2009:
Annual Compensation Long Term Compensation
-------------------------------- ----------------------------------
Restricted
Other Annual Stock Options/* LTIP All Other
Name Title Year Salary($) Bonus Compensation Awarded SARs(#) payouts($) Compensation
---- ----- ---- --------- ----- ------------ ------- ------- ---------- ------------
Robert Denman Past 2007 $0 $0 $0 $0 $0 $0 $0
President, 2008 $0 $0 $0 $0 $0 $0 $0
Secretary 2009 $0 $0 $0 $0 $0 $0 $0
and
Director
John Martin President, 2009 $0 $0 $0 $0 $0 $0 $0
Secretary
and
Director
|
There are no current employment agreements between the company and its
officer/director.
There are no annuity, pension or retirement benefits proposed to be paid to the
officer or director or employees in the event of retirement at normal retirement
date pursuant to any presently existing plan provided or contributed to by the
company or any of its subsidiaries, if any.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information concerning the number of
shares of our common stock owned beneficially as of February 9, 2010 by: (i)
each person (including any group) known to us to own more than five percent (5%)
of any class of our voting securities, (ii) our director, and or (iii) our
officer. Unless otherwise indicated, the stockholder listed possesses sole
voting and investment power with respect to the shares shown.
28
Shares of
Title of Class Name of Beneficial Owner Common Stock Percent of Class
-------------- ------------------------ ------------ ----------------
Common Robert Denman 30,000,000 50%
9012 - 100 Street
Westlock, Alberta
T7P 2L4
|
Directors and Officers as a
Group consisting of one person 30,000,000 50%
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
None of our directors, or officers, any proposed nominee for election as a
director, any person who beneficially owns, directly or indirectly, shares
carrying more than 10% of the voting rights attached to all of our outstanding
shares, any promoter, or any relative or spouse of any of the foregoing persons
has any material interest, direct or indirect, in any transaction since our
incorporation or in any presently proposed transaction which, in either case,
has or will materially affect us other then the transactions described below.
The company has a related party deposit of $824 as of May 31, 2009. This is a
rental damage deposit that has been sent to the Rob Denman.
The company has a related party loan of $48,289 with Rob Denman. The loan is a
zero interest loan and is due on demand.
Our management is involved in other business activities and may, in the future
become involved in other business opportunities. If a specific business
opportunity becomes available, such persons may face a conflict in selecting
between our business and their other business interests. In the event that a
conflict of interest arises at a meeting of our directors, a director who has
such a conflict will disclose his interest in a proposed transaction and will
abstain from voting for or against the approval of such transaction.
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
For the year ended May 31, 2009, the total fees charged to the company for audit
services, audit-related services and tax services including quarterly reviews,
were $7,500.
For the year ended May 31, 2008, there were $6,750 in fees charged to the
company for audit services, audit-related services and tax services.
29
PART IV
ITEM 15. EXHIBITS
Exhibit
Number Description
------ -----------
3(i) Articles of Incorporation*
3(ii) Bylaws*
31.1 Sec. 302 Certification of Chief Executive Officer
31.2 Sec. 302 Certification of Chief Financial Officer
32.1 Sec. 906 Certification of Chief Executive Officer
32.2 Sec. 906 Certification of Chief Financial Officer
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SIGNATURES
Pursuant to the requirements of Section 13(a) or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
February 9, 2010 Orofino Gold Corp.
By: /s/ John Martin
----------------------------------------------------
John Martin, President and Chief Executive Officer
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In accordance with the Exchange Act, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.
February 9, 2010 Orofino Gold Corp.
By: /s/ John Martin
----------------------------------------------------
John Martin, President, Treasurer and Chief
Financial Officer (Principal Executive Officer and
Principal Accounting Officer)
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30
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