Nevada
|
1000
|
99-0379440
|
||
(State or other Jurisdiction
|
(Primary Standard Industrial
|
(I.R.S. Employer
|
||
of Incorporation or Organization)
|
Classification Code Number)
|
Identification No.)
|
Large accelerated filer
|
o
|
Accelerated filer
|
o
|
Non-accelerated filer
|
o
|
Smaller reporting company
|
x
|
(Do not check if a smaller reporting company)
|
Amount To Be
|
Offering Price
|
Aggregate
|
Registration Fee | |||||||||||||
Securities to be Registered
|
Registered
|
Per Share
|
Offering Price
|
[1] | ||||||||||||
Common Stock:
|
1,000,000
|
0.04
|
$
|
40,000
|
$
|
1.57
|
Offering Price
|
Expenses
|
Proceeds to Us
|
||||||||||
Per Share – Gross Proceeds
|
$
|
0.04
|
$
|
0.005
|
$
|
0.035
|
||||||
Total – Gross Proceeds
|
$
|
40,000
|
$
|
13,002
|
$
|
26,998
|
Securities being offered
|
1,000,000 shares of common stock, par value $0.00001.
|
Offering price per share
|
$0.04
|
Offering period
|
Our shares are being offered for a period not to exceed 270 days.
|
Net proceeds to us
|
Approximately $34,000.
|
Use of proceeds
|
We will use the proceeds to pay for offering expenses, the implementation of our business plan, and for working capital.
|
Number of shares outstanding before the offering
|
5,000,000
|
Number of shares outstanding after the offering is completely sold
|
6,000,000
|
As of
January 31, 2013
(unaudited)
|
As of
July 31, 2012
(audited)
|
|||||||
Balance Sheet
|
||||||||
Total Assets
|
$
|
-
|
4,000
|
|||||
Total Liabilities
|
$
|
19,205
|
18,000
|
|||||
Stockholders’ Deficit
|
$
|
(19,205
|
)
|
(14,000
|
)
|
December 29, 2010
(Inception) to
January 31, 2013
(unaudited)
|
||||
Income Statement
|
||||
Revenue
|
$
|
0
|
||
Total Expenses
|
$
|
33,852
|
||
Net Loss
|
$
|
(33,852)
|
Shares of Common Stock Offered, $0.001 par value
|
1,000,000 shares
|
Shares of Common Stock Outstanding, $0.001 par value
|
5,000,000
|
Common stock outstanding After Offering
|
6,000,000 shares
(1)
|
Use of proceeds
|
We will receive the net proceeds from the sale of the shares which we expect to expend on developing an exploration stage mining concern.
|
Risk Factors
|
You should read the section titled “Risk Factors” beginning on page 9 as well as other cautionary statements throughout this prospectus before investing in any shares offered hereunder.
|
1.
|
WE ANTICIPATE LOSSES FOR THE FORESEEABLE FUTURE AND OUR AUDITORS NOTE THAT THERE IS SUBSTANTIAL DOUBT AS TO WHETHER WE CAN CONTINUE AS GOING CONCERN
.
|
2.
|
Our plan of operation is limited to finding diamond-bearing kimberlite pipes. As such we have no plans for revenue generation. Accordingly, you should not expect any revenues from operations.
|
3.
|
Because the probability of an individual prospect ever having reserves is extremely remote any funds spent on exploration will probably be lost.
|
4.
|
We lack an operating history and have losses which we expect to continue into the future. As a result, we may have to suspend or cease operations.
|
*
|
our ability to locate a profitable mineral property
|
*
|
our ability to generate revenues
|
*
|
our ability to reduce exploration costs.
|
5.
|
Because our management does not have technical training or experience in exploring for, starting, and operating an exploration program, we will have to hire qualified personnel. If we can't locate qualified personnel, we may have to suspend or cease operations which will result in the loss of your investment.
|
6.
|
Because we are small and do not have much capital, we may have to limit our exploration activity which may result in a loss of your investment.
|
7.
|
Weather interruptions in the province of Saskatchewan may affect and delay our proposed exploration operations and as a result, there may be delays in generating revenues.
|
8.
|
Our Sole Officer and Director Mr. Aaron is also a creditor and has other outside business activities. |
9.
|
Our Sole Officer and Director Mr. Aaron has not visited the claims
.
|
10.
|
The net proceeds of this offering will be insufficient to pay all expected costs including royalty payments called for under our acquisition agreement. If we are unable to make these payments we may default on our obligations and investors would likely lose their entire investment.
|
11.
|
If our sole officer and director should resign or die without having found replacements, our operations will be suspended or will cease. If that should occur, you could lose your entire investment.
|
12.
|
Because our sole officer and director who is also our sole promoter, will own 80% of our total outstanding common stock, he will retain control of us and will be able to decide who will be directors and you may not be able to elect any directors which could decrease the price and marketability of our shares.
|
13.
|
Because there is no public trading market for our common stock, you may not be able to resell your stock and as a result your investment is illiquid
.
|
14.
|
Because our sole employee occupies all corporate positions, our internal controls over financial reporting may not be considered effective in the future, which could result in a loss of investor confidence in our financial reports and in turn have an adverse effect on our stock price.
|
15.
|
Because we have only one officer and director, who lacks formal training in financial accounting and management and who is responsible for our managerial and organizational structure, in the future, 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.
|
16.
|
Because our sole officer and director does not have prior experience in financial accounting and the preparation of reports under the Securities Exchange Act of 1934, we may have to hire individuals which could result in additional expenses which could have a material adverse effect on our business, results of operations and financial condition.
|
17.
|
We are an “emerging growth company,” and the reduced disclosure requirements applicable to “emerging growth companies” could make our common stock less attractive to investors.
|
18.
|
We have elected under the JOBS Act to delay the adoption of new or revised accounting pronouncements applicable to public companies until such pronouncements are made applicable to private companies.
|
19.
|
We will not be required to comply with certain provisions of the Sarbanes-Oxley Act for as long as we remain an “emerging growth company”.
|
20.
|
While we currently qualify as an “emerging growth company” under the JOBS Act, we will lose that status at the latest by the fifth anniversary of the date of the first sale of common equity securities pursuant to an effective registration statement, which will increase the costs and demands placed upon management.
|
21.
|
While we currently qualify as an “Emerging Growth Company” under the JOBS Act and we will lose that status by the fifth anniversary of the date of the first sale of common equity securities pursuant to an effective registration statement, if we qualify as a “smaller reporting company” which we are at the present time, our non-financial and financial information will be less than is required by other non-smaller reporting companies.
|
22.
|
Because we do not have an escrow or trust account for your subscription, if we file for bankruptcy protection, are forced into bankruptcy, or a creditor obtains a judgment against us and attaches the subscription, you will lose your investment. |
23.
|
Certain shareholders control a substantial portion of our outstanding common stock and you will have little voice in management of the Company.
|
24.
|
Declining economic conditions could negatively impact our business.
|
25.
|
Because there is no public trading market for our common stock, you may not be able to resell your stock
.
|
26.
|
We do not intend to pay any dividends for the foreseeable future.
|
27.
|
Because the Securities and Exchange Commission imposes additional sales practice requirements on brokers who deal in our shares that are penny stocks, some brokers may be unwilling to trade them. This means that you may have difficulty reselling your shares and this may cause the price of our shares to decline.
|
28.
|
FINRA sales practice requirements may limit a stockholder’s ability to buy and sell our stock.
|
(1)
|
Costs related to legal fees for the preparation and of the subsequent Form S-1 registration statement with the SEC.
|
|
(2)
|
Costs related to the examination of potential property acquisitions.
|
(3)
|
Costs of acquiring mineral properties.
|
|
(4)
|
Costs related to trenching and surface sampling.
|
(5)
|
Costs related to analyzing mineral claims.
|
|
(6)
|
Salaries to be paid to officers of the corporation.
|
(7)
|
Costs for accounting and auditing services.
|
|
(8) |
Costs of stationary, mail, telephone & other office supplies.
|
Preliminary review of assessment work
|
$
|
1,000.00
|
||
Mobilization/demobilization of crew
|
$
|
1,000.00
|
||
Pace and compass/GPS lines, estimated 7 line km, 25 m spacing
|
$
|
2,000.00
|
||
Detailed magnetometer survey, 7 line km
|
$
|
2,000.00
|
||
Base station and instrument rental
|
$
|
1,000.00
|
||
Consumables – flagging, pickets etc.
|
$
|
100.00
|
||
Accommodation/meals, 3 men
|
$
|
400.00
|
||
Drafting and report
|
$
|
1,500.00
|
||
Contingencies
|
$
|
1,000.00
|
||
TOTAL COST, PHASE 1 PROGRAM
|
$
|
10,000.00
|
*
|
A description of the project and the location of the property;
|
*
|
The lands that will be subject to the exploration project;
|
*
|
The royalties, net profit interest or other charges applicable to the subject lands;
|
*
|
The estimated cost of any geophysical work contemplated; and
|
*
|
The estimated acquisition costs, exploration costs and development costs of the property.
|
●
|
Authorized share capital of 75,000,000 common shares with par value of $0.00001 each.
|
●
|
5,000,000 common shares were issued to Mr. Aaron at inception and are the only shares outstanding as of January 31, 2013
|
Gross proceeds
|
$
|
40,000
|
||
Offering expenses (1)
|
$
|
13,002
|
||
Net proceeds
|
$
|
26,998
|
Annual Assessment
Saskatchewan
|
$ | 3,072 | ||
Consulting Services
|
$ | 5,000 | ||
Preliminary review of assessment work
|
$ | 2,000 | ||
Mobilization/demobilization of crew
|
$ | 2,000 | ||
Pace and compass/GPS lines, estimated 7 line km, 25 m spacing
|
$ | 4,000 | ||
Detailed magnetometer survey, 7 line km
|
$ | 4,000 | ||
Base station and instrument rental
|
$ | 1,000 | ||
Consumables – flagging, pickets, etc.
|
$ | 100 | ||
Accommodation/meals, 3 men
|
$ | 400 | ||
Drafting and report
|
$ | 1,500 | ||
Contingencies
|
$ | 1,000 | ||
Telephone
|
$ | 200 | ||
Mail
|
$ | 50 | ||
Stationary
|
$ | 100 | ||
Accounting and Legal
|
$ | 500 | ||
SEC filing
|
$ | 250 | ||
Repayment of loan and Advances
|
$ | 6 | ||
Other expenses
|
$ | 1,826 | ||
TOTAL
|
$ | 26,998 |
Gross proceeds
|
$
|
30,000
|
||
Offering expenses (1)
|
$
|
13,002
|
||
Net proceeds
|
$
|
16,998
|
Gross proceeds
|
$
|
20,000
|
||
Offering expenses (1)
|
$
|
13,002
|
||
Net proceeds
|
$
|
6,998
|
Gross proceeds
|
$
|
10,000
|
||
Offering expenses (1)
|
$
|
13,002
|
||
Net proceeds
|
$
|
-3,002
|
●
|
our lack of operating history;
|
|
●
|
the proceeds to be raised by the offering;
|
|
●
|
the amount of capital to be contributed by purchasers of this offering in proportion to the amount of stock to be retained by our existing stockholder; and,
|
|
●
|
our relative cash requirements.
|
Dilution
|
100
|
%
|
75
|
%
|
50
|
%
|
25
|
%
|
||||||||
Price per share
|
$
|
0.00001
|
0.0000075
|
0.000005
|
0.0000025
|
|||||||||||
Net tangible book value per share before offering
|
$
|
0
|
0
|
0
|
0
|
|||||||||||
Potential gain to existing shareholder
|
$
|
40,000
|
30,000
|
20,000
|
10,000
|
|||||||||||
Net tangible book value per share after offering
|
$
|
0.00
|
0.00
|
0.00
|
0.00
|
|||||||||||
Increase to present stockholder in net tangible book value per share
|
0
|
0
|
0
|
|||||||||||||
after offering
|
$
|
0.02
|
0.015
|
0.01
|
0.005
|
|||||||||||
Capital contributions
|
$
|
50
|
37.5
|
25
|
12.5
|
|||||||||||
Number of shares outstanding before the offering
|
5,000,000
|
3,750,000
|
2,500,000
|
1,250,000
|
||||||||||||
Number of shares after offering assuming the sale of the maximum
|
0
|
0
|
0
|
|||||||||||||
number of shares
|
6,000,000
|
4,500,000
|
3,000,000
|
1,500,000
|
||||||||||||
Percentage of ownership after offering
|
80
|
%
|
0.6
|
0.4
|
0.2
|
|||||||||||
0
|
0
|
0
|
||||||||||||||
Purchasers of Shares in this Offering:
|
0
|
0
|
0
|
|||||||||||||
0
|
0
|
0
|
||||||||||||||
0
|
0
|
0
|
||||||||||||||
Price per share
|
$
|
0.04
|
0.04
|
0.04
|
0.04
|
|||||||||||
Dilution per share
|
$
|
0.04
|
0.04
|
0.04
|
0.04
|
|||||||||||
Capital contributions
|
$
|
200,000
|
150,000
|
100,000
|
50,000
|
|||||||||||
Number of shares after offering held by public investors
|
5,000,000
|
3,750,000
|
2,500,000
|
1,250,000
|
||||||||||||
Percentage of capital contributions by existing shareholder
|
0.00
|
%
|
0.000015
|
0.00001
|
0.000005
|
|||||||||||
Percentage of capital contributions by new investors
|
100.00
|
%
|
0.749985
|
0.49999
|
0.249995
|
|||||||||||
Percentage of ownership after offering
|
20
|
%
|
15
|
%
|
10
|
%
|
5
|
%
|
•
|
contains a description of the nature and level of risk in the market for penny stocks in both public offerings and secondary trading;
|
|
•
|
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;
|
|
•
|
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;
|
|
•
|
contains a toll-free telephone number for inquiries on disciplinary actions;
|
|
•
|
defines significant terms in the disclosure document or in the conduct of trading penny stocks; and
|
|
•
|
contains such other information and is in such form (including language, type, size, and format) as the Securities and Exchange Commission shall require by rule or regulation.
|
•
|
with bid and offer quotations for the penny stock;
|
|
•
|
the compensation of the broker-dealer and its salesperson in the transaction;
|
|
•
|
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
|
|
•
|
monthly account statements showing the market value of each penny stock held in the customer’s account.
|
·
|
In 2008 mining accounted for $7.7 Billion in Saskatchewan’s GDP (roughly 12% of the total economy;
|
|
· |
Since 2008, the industry has grown at a rate of $1.4 Billion per year, which growth is expected to last until 2028;
|
·
|
Mining employs about 6% of the workforce, which is expected to grow to 17% by 2028.
|
·
|
Canadian mining generated revenues of $36 Billion in 2010;
|
|
· |
Canada led the world in mining investment with 19% of all worldwide investment;
|
·
|
MAC estimates $136 Billion in additional investment over the next decade;
|
|
· |
Mineral pricings increased in 2010 and pulled back slightly in 2011;
|
·
|
Saskatchewan was second only to Ontario in mining revenues among Canadian provinces;
|
|
· |
Canada had no diamond exports in 1998 but $2.8 Billion by 2008.
|
Months from completing our public offering
|
1
|
2
|
3
|
4
|
5
|
6
|
7
|
8
|
9
|
10
|
11
|
12
|
13
|
14
|
15
|
16
|
Phase 1 -
(Magnetic Survey)
|
||||||||||||||||
Permitting
|
X
|
X
|
X
|
|||||||||||||
Field Work
|
X
|
|||||||||||||||
Summary Results
|
X
|
|||||||||||||||
Phase 2 -
(Gravity Survey)
|
||||||||||||||||
Field Work
|
X
|
|||||||||||||||
Summary Report
|
X
|
|||||||||||||||
Phase 3 -
(Drilling)
|
||||||||||||||||
Permitting
|
X
|
X
|
||||||||||||||
Drill Mobilization Drilling
|
X
|
|||||||||||||||
Sample Analysis
|
X
|
|||||||||||||||
Final Report
|
X
|
·
|
Further evaluate prospecting results to date;
|
·
|
Perform a rough survey of diamond bearing kimberlite bodies over a test area; and
|
·
|
Investigate other metallogenic areas, mainly through surface work, which may be combined with limited tunnel exploration and drilling.
|
Block
|
Claim Number
|
Registered
Owner
|
Area (Hectares)
|
Recording Date
|
Anniversary Date
|
Township/Range
|
Shipman
|
S-143740
|
Duncan
Bain
|
256 hectares
|
August 8, 2011
|
August 7, 2013
|
All of Section 24, Township 52, Range 21 W of Second Meridian
|
·
|
weighing the sample as it arrives
|
|
·
|
drying and crushing at 0.5 inch gap
|
|
·
|
fusing the sample with NaOH and adding tracers
|
|
·
|
discarding the -0.075 mm residue
|
|
·
|
again adding tracers and cleaning the +0.075 mm crude residue by chemical treatment
|
|
·
|
screening the chemically treated residue and discarding the 0.075 mm portion
|
|
·
|
using microscopes to recover and document the natural diamonds and recover the added tracers to the +0.106 mm fractions.
|
Preliminary review of assessment work
|
$
|
1,000.00
|
||
Mobilization/demobilization of crew
|
$
|
1,000.00
|
||
Pace and compass/GPS lines, estimated 7 line km, 25 m spacing
|
$
|
2,000.00
|
||
Detailed magnetometer survey, 7 line km
|
$
|
2,000.00
|
||
Base station and instrument rental
|
$
|
1,000.00
|
||
Consumables – flagging, pickets etc
|
$
|
100.00
|
||
Accommodation/meals, 3 men
|
$
|
400.00
|
||
Drafting and report
|
$
|
1,500.00
|
||
Contingencies
|
$
|
1,000.00
|
||
TOTAL COST, PHASE 1 PROGRAM
|
$
|
10,000.00
|
Review of previous work
|
$
|
1,500.00
|
||
Mobilization/demobilization of crew
|
$
|
2,000.00
|
||
Pace and compass/GPS lines, estimated 7 line km, 25 m spacing
|
$
|
3,000.00
|
||
Detailed gravity survey, 7 line km
|
$
|
4,000.00
|
||
Base station and instrument rental
|
$
|
2,000.00
|
||
Consumables – flagging, pickets etc
|
$
|
1,000.00
|
||
Accommodation/meals, 3 men
|
$
|
1,000.00
|
||
Drafting and report
|
$
|
3,000.00
|
||
Contingencies
|
$
|
2,500.00
|
||
TOTAL COST, PHASE 2 PROGRAM
|
$
|
20,000.00
|
Review of previous work
|
$
|
2,000.00
|
||
Mobilization/demobilization of crew
|
$
|
10,000.00
|
||
Diamond drilling, all inclusive $200 per meter, 1000 m total
|
$
|
200,000.00
|
||
Drafting and report
|
$
|
10,000.00
|
||
Contingencies
|
$
|
28,000.00
|
||
TOTAL COST, PHASE 3 PROGRAM
|
$
|
250,000.00
|
a.
|
The
Diavik Diamond Mine
is a diamond mine in the North Slave Region of the Northwest Territories, Canada, about 300 kilometers (190 mi) north of Yellowknife.
[1]
It employs 700 persons, reports gross income of C$100 million in sales, and produces 8 million carats (1,600 kg (3,500 lb)) of diamonds annually.
|
b.
|
The
EKATI Diamond Mine
("EKATI") is Canada's first surface and underground diamond mine. Between 1998 and 2009, the mine has produced 45 million carats (8,000 kg / 17,636 lb) of diamonds out of six open pits.
[1]
As the high grade ore close to surface was depleted, development was completed to access the ore utilizing underground methods. Currently, there is one underground operation (Koala) with open-cut mining occurring in Fox Pit.
[1]
|
c.
|
The
Gahcho Kué Diamond Project
is located on the Canadian tundra in the Northwest Territories. The Gahcho Kué Diamond Project is a 49% / 51% joint-venture between Mountain Province Diamonds Inc. and De Beers Canada Inc.
[2]
[3]
It is situated at Kennady Lake approximately 280 km (170 mi) east northeast of Yellowknife
|
d.
|
The
Jericho Diamond Mine
is a dormant diamond mine located in Canada's Nunavut territory.
|
NAME
|
AGE
|
TITLE
|
DATE OF APPOINTMENT
|
PERCENT OF TIME DEVOTED
|
|||||
Aaron, Danny
|
49
|
Chief Executive Officer
|
January 7, 2011
|
10 |
%
|
SUMMARY COMPENSATION TABLE
|
||||||||||||||||||||||||||||||||||
Name and
principal position
(a)
|
Year
(b)
|
Salary
($)
(c)
|
Bonus
($)
(d)
|
Stock Awards
($)
(e)
|
Option Awards
($)
(f)
|
Non-Equity Incentive Plan Compensation
($)
(g)
|
Nonqualified Deferred Compensation Earnings
($)
(h)
|
All Other Compensation (4)
($)
(i)
|
Total
($)
(j)
|
|||||||||||||||||||||||||
Danny Aaron
|
2011
|
$
|
0
|
0
|
0
|
0
|
0
|
0
|
1,750
|
$
|
0
|
|||||||||||||||||||||||
CEO
|
2012
|
$
|
0
|
0
|
0
|
0
|
0
|
0
|
3,000
|
$
|
0
|
(1)
|
Unless stated otherwise, the business address for each person named is c/o 23 Dassan Island Drive, Plettenberg Bay, 6600, South Africa.
|
(2)
|
Calculated pursuant to Rule 13d-3(d) (1) of the Securities Exchange Act of 1934
|
(3)
|
We believe that each individual or entity named has sole investment and voting power with respect to the shares of common stock indicated as beneficially owned by them (subject to community property laws where applicable) and except where otherwise noted.
|
(4)
|
For the period ended January 31, 2013, the company recognized consulting services of $6,250 provided by our president.
|
●
|
in any bankruptcy petition
|
●
|
in any conviction of a criminal proceeding or involved in a pending criminal proceeding (excluding traffic violations and minor offenses)
|
●
|
is subject to any order, judgment or decree enjoining, barring suspending or otherwise limiting their involvement in any type of business, securities, or banking activities,
|
●
|
or has been found to have violated a federal or state securities or commodities law.
|
●
|
Each stockholder, or group of affiliated stockholders, who we know beneficially to own more than 5% of the outstanding shares of our common stock;
|
●
|
Each of our current directors;
|
●
|
Each of our executive officers; and Each of our current directors and current executive officers as a group.
|
Name and Address of Beneficial Owner(1)
|
Number of shares Beneficially owned
|
Percentage
|
||||||
Executive Officers and Directors
|
||||||||
Danny Aaron
|
5,000,000
|
100
|
%
|
|||||
Officers and Directors as a Group (1 person)
|
5,000,000
|
100
|
%
|
(1)
|
The address for the beneficial owner is 23 Dassan Island Drive, Plettenberg Bay, 6600, South Africa.
|
•
|
have equal ratable rights to dividends from funds legally available if and when declared by our board of directors;
|
•
|
are entitled to share ratably in all of our assets available for distribution to holders of common stock upon liquidation, dissolution or winding up of our affairs;
|
•
|
do not have preemptive, subscription or conversion rights and there are no redemption or sinking fund provisions or rights; and
|
•
|
are entitled to one non-cumulative vote per share on all matters on which stockholders may vote.
|
Index
|
||||
Balance Sheets
|
F-1
|
|||
Statements of Operations
|
F-2
|
|||
Statements of Cash Flows
|
F-3
|
|||
Statement of Changes in Stockholders’ Deficit
|
F-4
|
|||
Notes to the Financial Statements
|
F-5
|
Three Months
Ended
January 31, 2013
|
Three Months
Ended
January 31, 2012
|
Six Months
Ended
January 31, 2012
|
Six Months
Ended
January 31, 2012
|
Inception
December 29, 2010 to
January 31, 2013
|
||||||||||||||||
Operating Expenses
|
||||||||||||||||||||
Consulting services
|
$
|
750
|
$
|
-
|
$
|
1,500
|
$
|
-
|
$
|
6,250
|
||||||||||
General and administrative
|
-
|
-
|
805
|
-
|
825
|
|||||||||||||||
Rent
|
750
|
-
|
1,500
|
-
|
6,250
|
|||||||||||||||
Legal and accounting
|
4,400
|
-
|
4,400
|
-
|
12,380
|
|||||||||||||||
Impairment of Mineral Claims
|
-
|
-
|
-
|
-
|
6,000
|
|||||||||||||||
Imputed Interest Expense
|
300
|
-
|
600
|
-
|
2,147
|
|||||||||||||||
Total Expenses
|
6,200
|
-
|
8,805
|
-
|
33,852
|
|||||||||||||||
Net Loss
|
$
|
(6,200
|
)
|
$
|
-
|
$
|
(8,805
|
)
|
$
|
-
|
$
|
(33,852
|
)
|
|||||||
Net Loss Per Common Share – Basic and Diluted
|
$
|
(0.00
|
)
|
$
|
0.00
|
$
|
(0.00
|
)
|
$
|
0.00
|
||||||||||
Weighted Average Number of Common Shares Outstanding
|
5,000,000
|
5,000,000
|
5,000,000
|
5,000,000
|
Six Months
Ended
January 31, 2013
|
Six Months
Ended
January 31, 2012
|
Inception
December
29, 2010
to
January 31, 2013
|
||||||||||
Operating Activities
|
||||||||||||
Net loss
|
$
|
(8,805
|
)
|
$
|
-
|
$
|
(33,852
|
)
|
||||
Adjustments to reconcile net loss to cash used in operating activities:
|
||||||||||||
Impairment of mineral claims
|
-
|
-
|
6,000
|
|||||||||
Imputed interest expense
|
600
|
-
|
2,147
|
|||||||||
Donated consulting services and rent expenses
|
3,000
|
-
|
12,500
|
|||||||||
Changes in operating assets and liabilities:
|
||||||||||||
Accounts payable and accrued liabilities
|
1,205
|
-
|
4,205
|
|||||||||
Net Cash Used by Operating Activities
|
(4,000
|
)
|
-
|
(9,000
|
)
|
|||||||
Investing Activities
|
||||||||||||
Purchase of mining claims
|
-
|
-
|
(6,000
|
)
|
||||||||
Financing Activities
|
||||||||||||
Borrowings on debt-related party
|
-
|
-
|
15,000
|
|||||||||
Increase (Decrease) in Cash
|
(4,000
|
)
|
-
|
-
|
||||||||
Cash - Beginning of Period
|
4,000
|
-
|
-
|
|||||||||
Cash - End of Period
|
$
|
-
|
$
|
-
|
$
|
-
|
||||||
Supplemental Disclosure of Cash Flow Information
Cash paid during the period for :
|
||||||||||||
Interest
|
$
|
-
|
$
|
-
|
$
|
-
|
||||||
Income taxes
|
$
|
-
|
$
|
-
|
$
|
-
|
Common Stock
|
Additional
Paid-in
|
Deficit
Accumulated
During the Exploration
|
||||||||||||||||||
Shares
|
Amount
|
Capital
|
Stage
|
Total
|
||||||||||||||||
Balance at December 22, 2009
|
-
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
-
|
|||||||||||
Issuance of common stock to founders
|
5,000,000
|
50
|
(50
|
)
|
-
|
-
|
||||||||||||||
Donated consulting services and rent
|
-
|
-
|
3,500
|
-
|
3,500
|
|||||||||||||||
Imputed interest expense
|
-
|
-
|
347
|
-
|
347
|
|||||||||||||||
Net loss
|
-
|
-
|
-
|
(8,847
|
)
|
(8,847
|
)
|
|||||||||||||
Balances at July 31, 2011
|
5,000,000
|
50
|
3,797
|
(8,847
|
)
|
(5,000
|
)
|
|||||||||||||
Donated services
|
-
|
-
|
6,000
|
-
|
6,000
|
|||||||||||||||
Imputed interest expense
|
-
|
-
|
1,200
|
-
|
1,200
|
|||||||||||||||
Net loss
|
-
|
-
|
-
|
(16,200
|
)
|
(16,200
|
)
|
|||||||||||||
Balances at July 31, 2012
|
5,000,000
|
$
|
50
|
$
|
10,997
|
$
|
(25,047
|
)
|
$
|
(14,000
|
)
|
|||||||||
Donated services
|
-
|
-
|
3,000
|
-
|
3,000
|
|||||||||||||||
Imputed interest expense
|
-
|
-
|
600
|
-
|
600
|
|||||||||||||||
Net loss
|
-
|
-
|
-
|
(8,805
|
)
|
(8,805
|
)
|
|||||||||||||
Balances at January 31, 2013
|
5,000,000
|
$
|
50
|
$
|
14,597
|
$
|
(33,852
|
)
|
$
|
(19,205
|
)
|
2013
|
2012
|
|||||||
Deferred tax assets
|
$
|
11,848
|
$
|
8,766
|
||||
Valuation allowance for deferred tax assets
|
(11,848
|
)
|
(8,766
|
)
|
||||
Net deferred tax assets
|
$
|
-
|
$
|
-
|
•
|
Level 1
|
Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities.
|
•
|
Level 2
|
Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, including quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability (e.g., interest rates); and inputs that are derived principally from or corroborated by observable market data by correlation or other means.
|
•
|
Level 3
|
Inputs that are both significant to the fair value measurement and unobservable. These inputs rely on management's own assumptions about the assumptions that market participants would use in pricing the asset or liability. (The unobservable inputs are developed based on the best information available in the circumstances and July include the Company's own data.)
|
Index
|
||||
Report of Independent Registered Public Accounting Firm
|
F-10
|
|||
Balance Sheets
|
F-11
|
|||
Statements of Operations
|
F-12
|
|||
Statements of Cash Flows
|
F-13
|
|||
Statement of Changes in Stockholders’ Deficit
|
F-14
|
|||
Notes to the Financial Statements
|
F-15
|
Fiscal Year
Ended
July 31, 2012
|
Fiscal Year
Ended
July 31, 2011
|
Inception
December 29, 2010 to
July 31, 2012
|
||||||||||
Operating Expenses
|
||||||||||||
Consulting services
|
$
|
3,000
|
$
|
1,750
|
$
|
4,750
|
||||||
General and administrative
|
-
|
20
|
20
|
|||||||||
Rent
|
3,000
|
1,750
|
4,750
|
|||||||||
Legal and accounting
|
3,000
|
4,980
|
7,980
|
|||||||||
Impairment of Mineral Claims
|
6,000
|
-
|
6,000
|
|||||||||
Interest Expense
|
1,200
|
347
|
1,547
|
|||||||||
Total Expenses
|
16,200
|
8,847
|
25,047
|
|||||||||
Net Loss
|
$
|
(16,200
|
)
|
$
|
(8,847
|
)
|
$
|
(25,047
|
)
|
|||
Net Loss Per Common Share – Basic and Diluted
|
$
|
(0.00
|
)
|
$
|
(0.00
|
)
|
||||||
Weighted Average Number of Common Shares Outstanding
|
5,000,000
|
5,000,000
|
Fiscal Year
Ended
July 31, 2012
|
Fiscal Year
Ended
July 31, 2011
|
Inception
December
29, 2010
to
July 31, 2012
|
||||||||||
Operating Activities
|
||||||||||||
Net loss
|
$
|
(16,200
|
)
|
$
|
(8,847
|
)
|
$
|
(25,047
|
)
|
|||
Adjustments to reconcile net loss to cash used in operating activities:
|
||||||||||||
Impairment of mineral claims
|
6,000
|
-
|
6,000
|
|||||||||
Imputed interest expense
|
1,200
|
347
|
1,547
|
|||||||||
Donated consulting services and rent expenses
|
6,000
|
3,500
|
9,500
|
|||||||||
Changes in operating assets and liabilities:
|
||||||||||||
Accounts payable and accrued liabilities
|
3,000
|
-
|
3,000
|
|||||||||
Net Cash Used by Operating Activities
|
-
|
(5,000
|
)
|
(5,000
|
)
|
|||||||
Investing Activities
|
||||||||||||
Deposit of mining claims
|
-
|
(6,000
|
)
|
(6,000
|
)
|
|||||||
Financing Activities
|
||||||||||||
Borrowings on debt-related party
|
-
|
15,000
|
15,000
|
|||||||||
Increase (Decrease) in Cash
|
-
|
4,000
|
4,000
|
|||||||||
Cash - Beginning of Period
|
4,000
|
-
|
-
|
|||||||||
Cash - End of Period
|
$
|
4,000
|
$
|
4,000
|
$
|
4,000
|
||||||
Supplemental Disclosure of Cash Flow Information Cash paid during the period for :
|
||||||||||||
Interest
|
$
|
-
|
$
|
-
|
$
|
-
|
||||||
Income taxes
|
$
|
-
|
$
|
-
|
$
|
-
|
Common Stock
|
Additional
Paid-in
|
Deficit
Accumulated
During the Exploration
|
||||||||||||||||||
Shares
|
Amount
|
Capital
|
Stage
|
Total
|
||||||||||||||||
Balance at December 22, 2010
|
-
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
-
|
|||||||||||
Issuance of common stock to founders
|
5,000,000
|
50
|
(50
|
)
|
-
|
-
|
||||||||||||||
Donated consulting services and rent
|
-
|
-
|
3,500
|
-
|
3,500
|
|||||||||||||||
Imputed interest
|
-
|
-
|
347
|
-
|
347
|
|||||||||||||||
Net loss
|
-
|
-
|
-
|
(8,847
|
)
|
(8,847
|
)
|
|||||||||||||
Balances at July 31, 2011
|
5,000,000
|
50
|
3,797
|
(8,847
|
)
|
(5,000
|
)
|
|||||||||||||
Donated consulting services and rent
|
-
|
-
|
6,000
|
-
|
6,000
|
|||||||||||||||
Imputed interest
|
-
|
-
|
1,200
|
-
|
1,200
|
|||||||||||||||
Net loss
|
-
|
-
|
-
|
(16,200
|
)
|
(16,200
|
)
|
|||||||||||||
Balances at July 31, 2012
|
5,000,000
|
$
|
50
|
$
|
10,997
|
$
|
(25,047
|
)
|
$
|
(14,000
|
)
|
2012
|
2011
|
|||||||
Deferred tax assets
|
$
|
8,516
|
$
|
3,008
|
||||
Valuation allowance for deferred tax assets
|
(8,516
|
)
|
(3,008
|
)
|
||||
Net deferred tax assets
|
$
|
-
|
$
|
-
|
•
|
Level 1
|
Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities.
|
•
|
Level 2
|
Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, including quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability (e.g., interest rates); and inputs that are derived principally from or corroborated by observable market data by correlation or other means.
|
•
|
Level 3
|
Inputs that are both significant to the fair value measurement and unobservable. These inputs rely on management's own assumptions about the assumptions that market participants would use in pricing the asset or liability. (The unobservable inputs are developed based on the best information available in the circumstances and July include the Company's own data.)
|
Registration Fees*
|
$
|
2
|
||
Federal Taxes
|
—
|
|||
State Taxes
|
—
|
|||
Legal Fees and Expenses
|
7,000
|
|||
Transfer Agent and Printing
|
500
|
|||
Blue Sky Fees
|
0
|
|||
Accounting Fees and Expenses
|
5,000
|
|||
Miscellaneous (1)
|
500
|
|||
Total
|
$
|
13,002
|
Exhibit
Number
|
Description
|
|
3.1
|
Articles of Incorporation – previously filed
|
|
3.2
|
By-Laws – previously filed
|
|
4.1
|
Copy of the Subscription Agreement – previously filed
|
|
5.1
|
||
10.1
|
Mineral Claim – previously filed
|
|
10.2
|
Mineral Claim – previously filed
|
|
23.1
|
||
23.2
|
||
23.3
|
||
23.4
|
(i)
|
Include any prospectus required by section 10(a)(3) of the Securities Act;
|
|
(ii)
|
Reflect in the prospectus any facts or events which, individually or together, represent a fundamental change in the information in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;
|
|
(iii)
|
To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement as may be required by Item 512 of Regulation S-K.
|
(i)
|
Any preliminary prospectus or prospectus of the undersigned small business issuer relating to the offering required to be filed pursuant to Rule 424;
|
|
(ii)
|
Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned small business issuer or used or referred to by the undersigned small business issuer;
|
|
(iii)
|
The portion of any other free writing prospectus relating to the offering containing material information about the undersigned small business issuer or its securities provided by or on behalf of the undersigned small business issuer; and
|
|
(iv)
|
Any other communication that is an offer in the offering made by the undersigned small business issuer to the purchaser.
|
Oro Capital Corporation
|
|||
By:
|
/s/ Danny Aaron
|
||
By: Danny Aaron
|
|||
Title: President & CEO, Director
|
By:
|
/s/ Danny Aaron
|
||
By: Danny Aaron
|
|||
Title: President, CFO and CEO, Director
|
6201 Fairview Road, Suite 200
|
(704) 944-4290
|
Charlotte, NC 28210
|
(704) 944-4280 (Fax)
|
cwbarkley@gmail.com
|
gopublic2@aol.com
|
skype: cbarkley2
|
May 28, 2013
|
$45,000.00
|
6201 Fairview Road, Suite 200
|
(704) 944-4290
|
Charlotte, NC 28210
|
(704) 944-4280 (Fax)
|
cwbarkley@gmail.com
|
gopublic2@aol.com
|
skype: cbarkley2
|
/s/ Duncan J. Bain
|
|
Duncan J. Bain
|