BKEN Bakken Energy Corporation (CE)

UNITED STATES
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 November 30, 2009

[ ] Transition report under Section 13 or 15(d) of the Exchange Act

For the transition period from __________ to __________

Commission File Number: 333-135354

OROFINO GOLD CORP.
(Exact name of Registrant as specified in its charter)

 Nevada 98-0453936
 (State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)

 1702 Chinachem Tower
 34-37 Connaught Road Central
 Hong Kong, China Telephone: 011-852-3106-3103
(Address of principal executive offices) (Registrant's telephone number,
 including area code)

Former Name, Address and 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 [ ]

We had a total of 60,000,000 shares of common stock issued and outstanding at March 11, 2010.

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

Transitional Small Business Disclosure Format: Yes [ ] No [X]

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS.

The interim financial statements included herein are unaudited but reflect, in management's opinion, all adjustments, consisting only of normal recurring adjustments, that are necessary for a fair presentation of our financial position and the results of our operations for the interim periods presented. Because of the nature of our business, the results of operations for the quarterly period ended November 30, 2009 are not necessarily indicative of the results that may be expected for the full fiscal year.

Orofino Gold Corp.
(formerly SNT Cleaning Inc.)

(An Development Stage Company)

Balance Sheets
(Stated in US Dollars)

 November 30, May 31,
 2009 2009
 -------- --------
 Unaudited Audited
Assets

Current Assets
 Cash $ -- $ --
 -------- --------
Total Current Assets -- --

Non-Current Assets
 Related Party Deposits 824 824
 Deposits 267 267
 -------- --------
Total Non-Current Assets 1,091 1,091
 -------- --------

Total Assets $ 1,091 $ 1,091
 ======== ========

Liabilities

Current Liabilities
 Over Draft $ -- $ 3,507
 Accounts Payable 86,427 14,625
 Related Party Loan -- 48,289
 -------- --------
Total Current Liabilities 86,427 66,421
 -------- --------

Total Liabilities 86,427 66,421
 -------- --------

Stockholders' Deficiency
 Common Stock, $0.001 par value
 75,000,00 Common Shares Authorized
 60,000,000 Shares Issued and Outstanding 60,000 60,000
 Additional Paid-in capital (49,383) (51,500)
 Deficit accumulated during development period (96,876) (74,666)
 Translation Adjustments 923 836
 -------- --------
Total Stockholders' Deficit (85,336) (65,330)
 -------- --------

Total Liabilities and Stockholders' Deficit $ 1,091 $ 1,091
 ======== ========

The accompanying notes are an integral part of these financial statements.

Orofino Gold Corp.
(formerly SNT Cleaning, Inc.)

(An Development Stage Company)

Income Statements
(Stated in US Dollars)

Unaudited

 For the three month period ended For the six month period ended From inception
 -------------------------------- ------------------------------ (April 12, 2005) to
 November 30, November 30, November 30, November 30, November 30,
 2009 2008 2009 2008 2009
 ------------ ------------ ------------ ------------ ------------
Revenue $ -- $ 20,275 $ 812 $ 41,377 $ 116,326
 ------------ ------------ ------------ ------------ ------------
Expenses
 Advertising and Promotion -- 651 -- 651 1,812
 Wages and Salary -- 16,990 -- 34,617 111,952
 General and Administrative 19,411 9,854 20,905 19,858 97,321
 Imputed Interest 1,082 -- 2,117 -- 2,117
 ------------ ------------ ------------ ------------ ------------
Total Expenses 20,493 27,495 23,022 55,126 213,202
 ------------ ------------ ------------ ------------ ------------

Provision for income tax -- -- -- -- --
 ------------ ------------ ------------ ------------ ------------

Net Income (Loss) $ (20,493) $ (7,220) $ (22,210) $ (13,749) $ (96,876)
 ============ ============ ============ ============ ============

Basic & Diluted (Loss) per
 Common Share $ (0.00) $ (0.00) $ (0.00) $ (0.00)
 ------------ ------------ ------------ ------------

Weighted Average Number of
 Common Shares 60,000,000 60,000,000 60,000,000 60,000,000
 ------------ ------------ ------------ ------------

The accompanying notes are an integral part of these financial statements.

Orofino Gold Corp.
(formerly SNT Cleaning, Inc.)

(A Development Stage Company)

Statements of Cash Flows
(Stated in US Dollars)

Unaudited

 For the six month period ended From inception
 ------------------------------ (April 12, 2005) to
 November 30, November 30, November 30,
 2009 2008 2009
 -------- -------- --------
OPERATING ACTIVITIES
 Net income (loss) $(22,210) $(13,749) $(96,876)
 Adjustments to reconcile net loss to net cash
 used in operating activities:
 Imputed interest on related party loan 2,117 -- 2,117
 Accounts payable 14,502 (498) 44,127
 Over Draft (3,507) (3,507) --
 Deposits -- -- (1,091)
 -------- -------- --------
NET CASH USED IN OPERATING ACTIVITIES (9,098) (17,754) (51,723)

FINANCING ACTIVITIES
 Shareholder Loan 9,011 9,011 57,300
 Contributed Capital -- -- 7,500
 Common shares issued to founders @ $0.0001 per share -- -- 1,000
 -------- -------- --------
NET CASH PROVIDED BY FINANCING ACTIVITIES 9,011 9,011 65,800

Effect of exchange rate on cash 87 7,157 923
Cash at beginning of period -- 1,586 --
 -------- -------- --------

CASH AT END OF PERIOD $ -- $ -- $ 15,000
 ======== ======== ========

Cash Paid For:
 Interest $ -- $ -- $ --
 ======== ======== ========
 Income Tax $ -- $ -- $ --
 ======== ======== ========

The accompanying notes are an integral part of these financial statements.

Orofino Gold Corp.
(formerly SNT Cleaning Inc.)

(A Development Stage Company)

Condensed Footnotes to the Financial Statements From Inception to November 30, 2009

(Stated in US Dollars)

NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS

Orofino Gold Corp. ("Orofino" 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 - BASIS OF PRESENTATION

The accompanying unaudited interim financial statements of Orofino 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, and should be read in conjunction with Orofino's audited 2009 annual financial statements and notes thereto filed with the SEC on form 10-K. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the result of operations for the interim periods presented have been reflected herein. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year. Notes to the financial statements, which would substantially duplicate the disclosure required in Orofino's 2009 annual financial statements have been omitted.

DEVELOPMENT STAGE COMPANY

The Company complies with current accounting guidance and the Securities and Exchange Commission Exchange Act 7 for its characterization of the Company as development stage.

ESTIMATES

The preparation of these consolidated financial statements in conformity with accounting principles generally accepted in the United States 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 these consolidated financial statements and the reported amounts of revenue and expenses during the period. Actual results could differ from these estimates.

RECENTLY ADOPTED ACCOUNTING PRONOUNCEMENTS

Effective June 30, 2009, the Company adopted a new accounting standard issued by the FASB related to the disclosure requirements of the fair value of the financial instruments. This standard expands the disclosure requirements of fair

value (including the methods and significant assumptions used to estimate fair value) of certain financial instruments to interim period financial statements that were previously only required to be disclosed in financial statements for annual periods. In accordance with this standard, the disclosure requirements have been applied on a prospective basis and did not have a material impact on the Company's financial statements.

On September 30, 2009, the Company adopted changes issued by the Financial Accounting Standards Board (FASB) to the authoritative hierarchy of GAAP. These changes establish the FASB Accounting Standards Codification (Codification) as the source of authoritative accounting principles recognized by the FASB to be applied by nongovernmental entities in the preparation of financial statements in conformity with GAAP. Rules and interpretive releases of the Securities and Exchange Commission (SEC) under authority of federal securities laws are also sources of authoritative GAAP for SEC registrants. The FASB will no longer issue new standards in the form of Statements, FASB Staff Positions, or Emerging Issues Task Force Abstracts; instead the FASB will issue Accounting Standards Updates. Accounting Standards Updates will not be authoritative in their own right as they will only serve to update the Codification. These changes and the Codification itself do not change GAAP. Other than the manner in which new accounting guidance is referenced, the adoption of these changes had no impact on the Financial Statements.

RECENTLY ISSUED ACCOUNTING STANDARDS

In August 2009, the FASB issued an amendment to the accounting standards related to the measurement of liabilities that are recognized or disclosed at fair value on a recurring basis. This standard clarifies how a company should measure the fair value of liabilities and that restrictions preventing the transfer of a liability should not be considered as a factor in the measurement of liabilities within the scope of this standard. This standard is effective for the Company on October 1, 2009. The Company does not expect the impact of its adoption to be material to its financial statements.

In October 2009, the FASB issued an amendment to the accounting standards related to the accounting for revenue in arrangements with multiple deliverables including how the arrangement consideration is allocated among delivered and undelivered items of the arrangement. Among the amendments, this standard eliminated the use of the residual method for allocating arrangement considerations and requires an entity to allocate the overall consideration to each deliverable based on an estimated selling price of each individual deliverable in the arrangement in the absence of having vendor-specific objective evidence or other third party evidence of fair value of the undelivered items. This standard also provides further guidance on how to determine a separate unit of accounting in a multiple-deliverable revenue arrangement and expands the disclosure requirements about the judgments made in applying the estimated selling price method and how those judgments affect the timing or amount of revenue recognition. This standard, for which the Company is currently assessing the impact, will become effective for the Company on January 1, 2011.

In October 2009, the FASB issued an amendment to the accounting standards related to certain revenue arrangements that include software elements. This standard clarifies the existing accounting guidance such that tangible products that contain both software and non-software components that function together to deliver the product's essential functionality, shall be excluded from the scope of the software revenue recognition accounting standards. Accordingly, sales of these products may fall within the scope of other revenue recognition standards or may now be within the scope of this standard and may require an allocation of the arrangement consideration for each element of the arrangement. This standard, for which the Company is currently assessing the impact, will become effective for the Company on January 1, 2011.

NOTE 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 $96,876 for the period from April 12, 2005 (inception) to November 30, 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.

NOTE 4 - RELATED PARTY TRANSACTIONS

The Company has a related party deposit of $824 as of November 30, 2009 and May 31, 2009 which is a deposit with a landlord who is also a shareholder.

As of November 30, 2009 the Company owes the President, Secretary and Director of the Company $48,289. At May 31, 2009 the Company owed the President, Secretary and Director of the Company $57,300 and $48,289. The amount is unsecured and due on demand. Imputed interest in the amount of $2,117 is included in additional paid in capital.

NOTE 5 - SUBSEQUENT EVENTS

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 tits President, Secretary and Director, Robert Denman, and appointed John Martin as a Director of the company.

On April 6, 2010, the Company counter-signed an offer for joint venture-earn-in to option several mining concessions in the Department of Bolivar, Republic of Colombia (Option Agreement). The terms of the agreement allow for the optionee to acquire a 55% interest in each of the mining concessions. The payment terms and ongoing payment obligations are as follows:

CASH PAYMENTS:

1. $250,000 as an initial option payment;
2. $250,000 on or before July 15, 2010;
3. $500,000 on the first anniversary;
4. $625,000 on the second anniversary;
5. $1,250,000 on the third anniversary;
6. $1,250,000 on the fourth anniversary; and
7. $2,500,000 on the fifth anniversary date.

WORK COMMITMENTS:

The Company shall invest at least $10 million in the exploration and development of the properties for the purpose of the exploitation of the mineral potential or bring the project to a bankable feasibility study within five years of the anniversary date of which one million dollars are to be spent within one year.

The Company paid the sum of $100,000 to a third party for consulting services in relation to the signing of the Option Agreement.

There were no reportable subsequent events from November 30, 2009 through the date this report is filed other than those noted above.

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.

FORWARD LOOKING STATEMENTS

The information in this discussion contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). These forward-looking statements involve risks and uncertainties, including statements regarding Orofino Gold Corp. (the "Company") capital needs, business strategy and expectations. Any statements contained herein that are not statements of historical facts may be deemed to be forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as "may", "will", "should", "expect", "plan", "intend", "anticipate", "believe", "estimate", "predict", "potential" or "continue", the negative of such terms or other comparable terminology. Actual events or results may differ materially. In evaluating these statements, you should consider various factors, including the risks outlined below, and, from time to time, in other reports the Company files with the SEC. These factors may cause the Company's actual results to differ materially from any forward-looking statement. The Company disclaims any obligation to publicly update these statements, or disclose any difference between its actual results and those reflected in these statements. The information constitutes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995.

As used in this quarterly report, the terms "we," "us," "our," and "our company" mean Orofino Gold Corp. unless otherwise indicated. All dollar amounts in this quarterly report are in U.S. dollars unless otherwise stated.

OVERVIEW

Orofino Gold Corp. ("Orofino" or the "Company") was organized under the laws of the State of Nevada on April 12, 2005. Orofino is a development stage company and has a limited history of operations.

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 November 30, 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.

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.

Over the quarter ending November 30, 2009 the company has employed casual part-time labor, as required.

On April 6, 2010, the Company counter-signed an offer for joint venture-earn-in to option several mining concessions in the Department of Bolivar, Republic of Colombia (Option Agreement). The terms of the agreement allow for the optionee to acquire a 55% interest in each of the mining concessions. The payment terms and ongoing payment obligations are as follows:

CASH PAYMENTS:

1. $250,000 as an initial option payment;
2. $250,000 on or before July 15, 2010;
3. $500,000 on the first anniversary;
4. $625,000 on the second anniversary;
5. $1,250,000 on the third anniversary;
6. $1,250,000 on the fourth anniversary; and
7. $2,500,000 on the fifth anniversary date.

WORK COMMITMENTS:

The Company shall invest at least $10 million in the exploration and development of the properties for the purpose of the exploitation of the mineral potential or bring the project to a bankable feasibility study within five years of the anniversary date of which one million dollars are to be spent within one year.

The Company paid the sum of $100,000 to a third party for consulting services in relation to the signing of the Option Agreement.

RESULTS OF OPERATIONS FOR THE THREE MONTHS AND SIX MONTHS ENDED NOVEMBER 30,
2009

We incurred operating expenses of $20,493 for the quarter ended November 30, 2009 and $23,022 for the six months ended November 30, 2009. These expenses consisted of general operating expenses and interest incurred in connection with day to day operation of our business. Our net loss for the quarter ending November 30, 2009, was $20,493 and $23,210 for the six months ended November 30, 2009. 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 unless we obtain additional capital to pay our bills. This is because we have not generated sufficient revenue attain profitability. There can be no assurance that we will ever reach profitability. We are still developing our business.

LIQUIDITY AND FINANCIAL CONDITION

Our cash balance at November 30, 2009, was $0 with outstanding liabilities of $86,427. Based on our current operating plan, we do not expect to generate revenue that is sufficient to cover our expenses for at least the next year. In addition, we do not have sufficient cash and cash equivalents to execute our operations for the next year. We will need to obtain additional financing to operate our business for the next twelve months. We will raise the capital necessary to fund our business through a private placement and public offering of our common stock. Additional financing, whether through public or private equity or debt financing, arrangements with shareholders or other sources to fund operations, may not be available, or if available, may be on terms unacceptable to us. Our ability to maintain sufficient liquidity is dependent on our ability to raise additional capital. If we issue additional equity securities to raise funds, the ownership percentage of our existing shareholders would be reduced. New investors may demand rights, preferences or privileges

senior to those of existing holders of our common stock. Debt incurred by us would be senior to equity in the ability of debt holders to make claims on our assets. The terms of any debt issued could impose restrictions on our operations. If adequate funds are not available to satisfy either short or long-term capital requirements, our operations and liquidity could be materially adversely affected and we could be forced to cease operations.

OFF-BALANCE SHEET ARRANGEMENTS

We have no significant 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 stockholders.

INFLATION

In the opinion of management, inflation has not had a material effect on our operations.

CONSULTANTS

The Company currently has no stock option plan.

RESEARCH AND DEVELOPMENT EXPENDITURES

We have not incurred any research or development expenditures since our incorporation.

PATENTS AND TRADEMARKS

We do not own, either legally or beneficially, any patent or trademark.

HOLDERS OF OUR COMMON STOCK

As of November 30, 2009, we had approximately 22 stockholder(s) holding 60,000,000 shares of our common stock.

DIVIDENDS

There are no restrictions in our articles of incorporation or bylaws that prevent us from declaring dividends. The Nevada Revised Statutes, however, do prohibit us from declaring dividends where, after giving effect to the distribution of the dividend:

1. We would not be able to pay our debts as they become due in the usual course of business; or
2. Our total assets would be less than the sum of our total liabilities plus the amount that would be needed to satisfy the rights of shareholders who have preferential rights superior to those receiving the distribution.

We have not declared any dividends and we do not plan to declare any dividends in the foreseeable future.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

The Company is not exposed to market risk related to interest rates or foreign currencies.

ITEM 4. CONTROLS AND PROCEDURES.

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

As required by Rule 13a-15 under the Securities Exchange Act of 1934 (the "1934 Act"), as of November 30, 2009, we carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures. This evaluation was carried out under the supervision and with the participation of our Chief Executive Officer (our principal executive officer) and our Chief Financial Officer (our principal financial officer), who concluded, that because of the material weakness in our internal control over financial reporting ("ICFR") described below, our disclosure controls and procedures were not effective as of November 30, 2009.

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Securities Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is accumulated and communicated to our management, including our principal executive officer and our principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.

INTERNAL CONTROL OVER FINANCIAL REPORTING

Our management is also responsible for establishing ICFR as defined in Rules 13a-15(f) and 15(d)-15(f) under the 1934 Act. Our ICFR are intended to be designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles. Our ICFR are expected to include those policies and procedures that management believes are necessary that:

(i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company;
(ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and our directors; and
(iii) 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.

Management recognizes that there are inherent limitations in the effectiveness of any system of internal control, and accordingly, even effective internal control can provide only reasonable assurance with respect of financial statement preparation and may not prevent or detect misstatements. In addition, effective internal control at a point in time may become ineffective in future

periods because of changes in conditions or due to deterioration in the degree of compliance with our established policies and procedures.

As of November 30, 2009, management assessed the effectiveness of our ICFR based on the criteria for effective ICFR 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 by smaller reporting companies and non-accelerated filers.

Based on that assessment, management concluded that, during the period covered by this report, such internal controls and procedures were not effective as of November 30, 2009 and that material weaknesses in ICFR existed as more fully described below.

As defined by Auditing Standard No. 5, "An Audit of Internal Control Over Financial Reporting that is Integrated with an Audit of Financial Statements and Related Independence Rule and Conforming Amendments," established by the Public Company Accounting Oversight Board ("PCAOB"), a material weakness is a deficiency or combination of deficiencies that results more than a remote likelihood that a material misstatement of annual or interim financial statements will not be prevented or detected. In connection with the assessment described above, management identified the following control deficiencies that represent material weaknesses as of November 30, 2009:

(1) Lack of an independent audit committee. Although we have an audit committee it is not comprised solely of independent directors. We may establish an audit committee comprised solely of independent directors when we have sufficient capital resources and working capital to attract qualified independent directors and to maintain such a committee.
(2) Inadequate staffing and supervision within our bookkeeping operations. The relatively small number of people who are responsible for bookkeeping functions prevents us from segregating duties within our internal control system. The inadequate segregation of duties is a weakness because it could lead to the ultimate identification and resolution of accounting and disclosure matters or could lead to a failure to perform timely and effective reviews which may result in a failure to detect errors in spreadsheets, calculations, or assumptions used to compile the financial statements and related disclosures as filed with the Securities and Exchange Commission.
(3) Ineffective controls over period end financial disclosure and reporting processes.

Our management determined that these deficiencies constituted material weaknesses. Due to a lack of financial and personnel resources, we are not able to, and do not intend to, immediately take any action to remediate these material weaknesses. We will not be able to do so until we acquire sufficient financing and staff to do so. We will implement further controls as circumstances, cash flow, and working capital permit. Notwithstanding the assessment that our ICFR was not effective and that there were material weaknesses as identified in this report, we believe that our consolidated financial statements contained in our Quarterly Report on form 10-Q for the quarter ended November 30, 2009, fairly present our financial position, results of operations and cash flows for the years covered thereby in all material respects.

There were no changes in our internal control over financial reporting during the quarter ended November 30, 2009, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION.

ITEM 1. LEGAL PROCEEDINGS.

We are not a party to any material legal proceedings and to our knowledge, no such proceedings are threatened or contemplated.

ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS.

Not applicable.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

None.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

No matters were submitted to our security holders for a vote during the period ending November 30, 2009.

ITEM 5. OTHER INFORMATION.

None.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.

Exhibit Number Description of Exhibit
-------------- ----------------------

 3.1 Articles of Incorporation(1)

 3.2 Bylaws(1)

 31.1 Certification by Chief Executive Officer and Chief Financial

Officer required by Rule 13a-14(a) or Rule 15d-14(a) of the Exchange Act, promulgated pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, filed herewith

32.1 Certification by Chief Executive Officer and Chief Financial Officer, required by Rule 13a-14(b) or Rule 15d-14(b) of the Exchange Act and Section 1350 of Chapter 63 of Title 18 of the United States Code, promulgated pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 filed herewith

SIGNATURES

In accordance with the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: June 24, 2010

OROFINO GOLD CORP.

 Signature Title Date
 --------- ----- ----


By: /s/ John Martin Chief Executive Officer, June 24, 2010
 ------------------------- Chief Financial Officer,
 JOHN MARTIN President, Secretary, Treasurer
 and Director (Principal Executive

Officer and Principal Accounting Officer)

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