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 August 31, 2010
[ ] 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.)
93-B342 Xinliu Street, Zhong Shan District
Dalian 116001, China Telephone: 011-86 411 8272 6933
(Address of principal executive offices) (Registrant's telephone number,
including area code)
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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 70,200,000 shares of common stock issued and outstanding at
October 14, 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 August 31, 2010 are not necessarily indicative of the
results that may be expected for the full fiscal year.
OROFINO GOLD CORP.
(A Development Stage Company)
INTERIM FINANCIAL STATEMENTS
August 31, 2010
(Stated in US Dollars)
(Unaudited)
2
Orofino Gold Corp.
(An Development Stage Company)
Balance Sheets
(Stated in US Dollars)
August 31, May 31,
2010 2010
--------- ---------
Unaudited Audited
Assets
Current Assets
Prepaid expense $ 985 $ 985
--------- ---------
Total Current Assets 985 985
Non-Current Assets
Deposits 267 267
--------- ---------
Total Non-Current Assets 267 267
Total Assets $ 1,252 $ 1,252
========= =========
Liabilities
Current Liabilities
Accounts Payable $ 144,213 $ 139,089
Loans payable 361,330 490,334
Related Party Loan -- --
--------- ---------
Total Current Liabilities 505,543 629,423
Total Liabilities 505,543 629,423
--------- ---------
Stockholders' Deficiency
Common Stock, $0.001 par value
75,000,00 Common Shares Authorized
70,200,000 Shares Issued 70,200 60,000
Additional Paid-in capital 174,267 (49,533)
Deficit accumulated during development period (749,594) (639,474)
Translation Adjustments 836 836
--------- ---------
Total Stockholders' Deficit (504,291) (628,171)
--------- ---------
Total Liabilities and Stockholders' Equity $ 1,252 $ 1,252
========= =========
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The accompanying notes are an integral part of these financial statements.
3
Orofino Gold Corp.
(An Development Stage Company)
Income Statements
(Stated in US Dollars)
Unaudited
From inception
For the three months ended (April 12, 2005) to
August 31, August 31, August 31,
2010 2009 2010
------------ ------------ ------------
Revenue $ 812 $ 20,937 $ 117,138
------------ ------------ ------------
Expenses
Advertising and Promotion -- 76 1,812
Wages and Salary -- 16,990 111,952
Consulting fees 73,000 -- 178,044
Mineral exploration expense 20,000 -- 426,168
General and Administrative 4,932 7,528 112,789
Management fees 13,000 -- 34,000
Imputed Interest -- -- 1,967
------------ ------------ ------------
Total Expenses 110,932 24,594 866,732
------------ ------------ ------------
Provision for income tax -- -- --
------------ ------------ ------------
Net Income (Loss) $ (110,120) $ (3,657) $ (749,594)
============ ============ ============
Basic & Diluted (Loss) per Common Share $ (0.00) $ (0.00)
------------ ------------
Weighted Average Number of Common Shares 61,984,615 60,000,000
------------ ------------
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The accompanying notes are an integral part of these financial statements.
4
OROFINO GOLD CORP.
(A Development Stage Company)
STATEMENTS OF STOCKHOLDER'S EQUITY
As at August 31, 2010
(Stated in US Dollars)
Unaudited
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) (200)
---------- ------- -------- ------- --------- ---------
Balance, May 31, 2007 60,000,000 $60,000 $(59,000) $ -- $ (1,000) $ --
Contributed Capital -- -- 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)
Contributed Capital -- -- 1,967 -- -- 1,967
Net (Loss) for the period ending May 31, 2010 -- -- -- -- (564,808) (564,808)
---------- ------- -------- ------- --------- ---------
Balance, May 31, 2010 60,000,000 $60,000 $(49,533) $ 836 $(639,474) $(628,171)
Shares issued for debt 9,600,000 9,600 164,400 -- -- 174,000
Shares issued for services 600,000 600 59,400 -- -- 60,000
Net (Loss) for the period ending
August 31, 2010 -- -- -- -- (110,120) (110,120)
---------- ------- -------- ------- --------- ---------
Balance, August 31, 2010 70,200,000 $70,200 $174,267 $ 836 $(749,594) $(504,291)
========== ======= ======== ======= ========= =========
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The accompanying notes are an integral part of these financial statements.
5
OROFINO GOLD CORP.
(An Development Stage Company)
Statements of Cash Flows
(Stated in US Dollars)
Unaudited
From inception
For the three months ended (April 12, 2005) to
August 31, August 31, August 31,
2010 2009 2010
---------- --------- ----------
OPERATING ACTIVITIES
Net income (loss) $ (110,120) $ (3,657) $ (749,594)
Adjustments to reconcile net income to net cash
Imputed interest on related party loan -- -- --
Accounts payable 5,124 6,891 7,091
Over Draft -- (302) 139,089
Prepaid expenses -- -- (985)
Deposits -- -- (1,091)
---------- --------- ----------
NET CASH USED IN OPERATING ACTIVITIES (104,996) 2,932 (605,490)
FINANCING ACTIVITIES
Related party loan -- -- 824
Loans (129,004) -- 361,330
Contributed Capital 223,800 -- 231,300
Common shares issued 10,200 -- 11,200
---------- --------- ----------
NET CASH PROVIDED BY FINANCING ACTIVITIES 104,996 -- 604,654
Effect of exchange rate on cash -- (28) 836
Cash at beginning of period -- 558 --
---------- --------- ----------
CASH AT END OF PERIOD $ -- $ 3,462 $ --
========== ========= ==========
Cash Paid For:
Interest $ -- $ -- $ --
========== ========= ==========
Income Tax $ -- $ -- $ --
========== ========= ==========
Non-Cash Activities
Shares issued in Lieu of Payment for Service $ -- $ -- $ --
========== ========= ==========
Stock issued for accounts payable $ -- $ -- $ --
========== ========= ==========
Stock issued for notes payable and interest $ -- $ -- $ --
========== ========= ==========
Stock issued for convertible debentures and $ -- $ -- $ --
interest
========== ========= ==========
Convertible debentures issued for services $ -- $ -- $ --
========== ========= ==========
Warrants issued $ -- $ -- $ --
========== ========= ==========
Stock issued for penalty on default of $ -- $ -- $ --
convertible debentures
========== ========= ==========
Note payable issued for finance charges $ -- $ -- $ --
========== ========= ==========
Forgiveness of note payable and accrued interest $ -- $ -- $ --
========== ========= ==========
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The accompanying notes are an integral part of these financial statements.
6
OROFINO GOLD CORP.
(A Development Stage Company)
Condensed Footnotes to the Financial Statements
From Inception to August 31, 2010
(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 2010 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 2010 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 Issued Accounting Standards
In January 2010, the Financial Accounting Standards Board (FASB) issued
Accounting Standards Update (ASU) No. 2010-06, IMPROVING DISCLOSURES ABOUT FAIR
VALUE MEASUREMENTS (ASU 2010-06). This update provides amendments to Subtopic
820-10 and requires new disclosures for 1) significant transfers in and out of
Level 1 and Level 2 and the reasons for such transfers and 2) activity in Level
7
3 fair value measurements to show separate information about purchases, sales,
issuances and settlements. In addition, this update amends Subtopic 820-10 to
clarify existing disclosures around the disaggregation level of fair value
measurements and disclosures for the valuation techniques and inputs utilized
(for Level 2 and Level 3 fair value measurements). The provisions in ASU 2010-06
are applicable to interim and annual reporting periods beginning subsequent to
December 15, 2009, with the exception of Level 3 disclosures of purchases,
sales, issuances and settlements, which will be required in reporting periods
beginning after December 15, 2010. The adoption of ASU 2010-06 did not impact
the Company's operating results, financial position or cash flows and related
disclosures.
In February 2010, FASB issued ASU No. 2010-09, AMENDMENTS TO CERTAIN RECOGNITION
AND DISCLOSURE REQUIREMENTS (ASU 2010-09). This update amends Subtopic 855-10
and gives a definition to the Securities and Exchange Commission (the "SEC")
filer, and requires SEC filers to assess for subsequent events through the
issuance date of the financial statements. This amendment states that an SEC
filer is not required to disclose the date through which subsequent events have
been evaluated for a reporting period. ASU 2010-09 becomes effective upon
issuance of the final update. The Company adopted the provisions of ASU 2010-09
for the period ended August 31, 2010.
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 $749,594 for the period from April 12, 2005 (inception) to August
31, 2010. 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 paid $13,000 in management fees to related parties.
NOTE 5 - SUBSEQUENT EVENTS
There were no reportable subsequent events from August 31, 2010 through the date
this report is filed.
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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.
9
Over the quarter ending August 31, 2010 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
Comobia (Option Agreement). The terms of the agreement allow for the option 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 October 31, 2010 (previously 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 ended August 31, 2010.
We incurred operating expenses of $110,120 for the quarter ended August 31,
2010. These expenses consisted of general operating expenses incurred in
connection with day to day operation of our business. We have taken on a mineral
resource concession in Colombia. We sent a geological team to Colombia to
examine several properties in Colombia. We have paid the sum of $350,000 in
preparation of the acquisition of the properties. At this time we are examining
the title to the properties.
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 August 31, 2010 was $nil with outstanding liabilities of
$144,213 and loans payable of $361,330. A total of 9,600,000 shares were issued
at a fair value of $174,000 to reduce debt. A further 600,000 shares were issued
for services at a fair value of $60,000.
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
10
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 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 August 31, 2010, we had approximately 22 stockholder(s) of record holding
70,200,000 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.
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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 August 31, 2010, 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 August 31, 2010.
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.
12
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 August 31, 2010, 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
August 31, 2010 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 August 31, 2010:
(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 August 31, 2010, 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 August 31, 2010, that have materially affected, or are
reasonably likely to materially affect, our internal control over financial
reporting.
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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 August 31, 2010.
ITEM 5. OTHER INFORMATION.
None.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
Exhibit Number Description of Exhibit
-------------- ----------------------
31.1 Certification by Chief Executive 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
31.2 Certification by 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
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14
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.
October 15, 2010 Orofino Gold Corp.
By: /s/ Shi Long Ning
----------------------------------------------------
Shi Long Ning, 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.
October 15, 2010 Orofino Gold Corp.
By: /s/ Shi Long Ning
----------------------------------------------------
Shi Long Ning, President, Treasurer and Chief
Financial Officer (Principal Executive Officer
and Principal Accounting Officer)
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