The price of the shares we are offering was arbitrarily determined in order for us to raise up to $40,000. The offering price bears no relationship to our assets, earnings, book value or other criteria of value. Among the factors we considered were:
Dilution represents the difference between the offering price and the net tangible book value per share immediately after completion of this offering. Net tangible book value is the amount that results from subtracting total liabilities and intangible assets from total assets. Following this offering, even if all shares are sold, the net tangible book offering will be 0.00. Dilution arises mainly as a result of our arbitrary determination of the offering price of our shares being offered. Dilution of the value of our shares you purchase is also a result of the lower book value of our shares held by our existing stockholders.
As of January 31, 2013, the net tangible book value of our shares of common stock was a deficit of (0.002) or approximately ($0.00) per share based upon 5,000,000 shares outstanding.
Upon completion of this offering, in the event all of our shares are sold, the pro forma net tangible book value of the 6,000,000 shares to be outstanding will be $240,000 or approximately $0.04 per share. The net tangible book value of our shares held by our existing stockholder will be increased by $0.04 per share without any additional investment on her part. You will incur an immediate dilution of $0.04 per share.
After completion of this offering, if 1,000,000 shares are sold, you will own 20% of the total number of outstanding shares for which you will have made a cash investment of $40,000, or $0.04 per share. Our existing stockholder will own 80% of the total number of outstanding shares for which he has made cash contributions totaling $500.00 or approximately $0.00001 per share.
Upon completion of this offering, the pro forma net tangible book value of the 6,000,000 shares to be outstanding will be $26,206,$7,793, or approximately $0.004$0.00 per share. The net tangible book value of the shares held by our existing stockholder will be increased by $0.004 per share without any additional investment on his part. You will incur an immediate dilution from $0.04 per share to $0.004$0.00 per share.
After completion of this offering, if 1,000,000 shares are sold, you will own approximately 20% of the total number of outstanding shares for which you will have made a cash investment of $40,000, or $0.04 per share. Our existing stockholder will own approximately 80% of the total number of outstanding shares for which he have made cash contributions totaling $500.00 or approximately $0.00001 per share.
The following table compares the differences of your investment in our shares with the investment of our existing stockholder.
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 | % |
PLAN OF DISTRIBUTION; TERMS OF THE OFFERING
We are offering up to 1,000,000 shares of common stock on a self-underwritten basis. The offering price is $0.04 per share. Funds from this offering not be placed in a separate bank account. We will have immediate use of the net proceeds. As a result, if we are sued for any reason and a judgment is rendered against us, your subscription could be seized in a garnishment proceeding and you could lose your investment.. There are no finders involved in our distribution.
Officers, directors, affiliates or anyone involved in marketing our shares will not be allowed to purchase shares in the offering. You will not have the right to withdraw your funds during the offering.
We will sell the shares in this offering through Mr. Aaron, our sole officer and director. He will receive no commission from the sale of any shares. He will not register as a broker-dealer under section 15 of the Securities Exchange Act of 1934 in reliance upon Rule 3a4-1. Rule 3a4-1 sets forth those conditions under which a person associated with an issuer may participate in the offering of the issuer’s securities and not be deemed to be a broker/dealer. The conditions are that:
1. The person is not statutorily disqualified, as that term is defined in Section 3(a)(39) of the Act, at the time of her participation; and,
2. The person is not compensated in connection with her participation by the payment of commissions or other remuneration based either directly or indirectly on transactions in securities;
3. The person is not at the time of their participation, an associated person of a broker/dealer; and,
4. The person meets the conditions of Paragraph (a)(4)(ii) of Rule 3a4-1 of the Exchange Act, in that he (A) primarily performs, or is intended primarily to perform at the end of the offering, substantial duties for or on behalf of the Issuer otherwise than in connection with transactions in securities; and (B) is not a broker or dealer, or an associated person of a broker or dealer, within the preceding twelve months; and (C) does not participate in selling and offering of securities for any Issuer more than once every twelve months other than in reliance on Paragraphs (a)(4)(i) or (a)(4)(iii).
We hereby confirm that Mr. Aaron is not statutorily disqualified, is not being compensated, and is not associated with a broker/dealer. He will continue to be our sole officer and director at the end of the offering and has not been, during the last twelve months a broker/dealer or associated with a broker/dealer. He will not participate in selling and offering securities for any issuer more than once every twelve months.
Only after our registration statement is declared effective by the Securities and Exchange Commission, do we intend to advertise, through tombstones, and hold investment meetings in various states where the offering will be registered. We will not utilize the Internet to advertise our offering. Mr. Aaron will also distribute the prospectus to potential investors at meetings, to business associates, and to friends and relatives who are interested in a possible investment in the offering. No shares purchased in this offering will be subject to any kind of lock-up agreement.
Management and affiliates thereof will not purchase shares in this offering to reach the minimum. We intend to sell our common stock shares outside of the United States if possible.
Section 15(g) of the Exchange Act - Penny Stock Rules
The Securities and Exchange Commission has adopted rules that regulate broker-dealer practices in connection with transactions in penny stocks. Penny stocks are generally equity securities with a price of less than $5.00 (other than securities registered on certain national securities exchanges or quoted on the OTC Bulletin Board system, provided that current price and volume information with respect to transactions in such securities is provided by the exchange or system).
The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from those rules, deliver a standardized risk disclosure document prepared by the Securities and Exchange Commission, which:
| • | 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. |
The broker-dealer also must provide, prior to effecting any transaction in a penny stock, the customer:
| • | 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 addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from those rules; the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written acknowledgment of the receipt of a risk disclosure statement, a written agreement to transactions involving penny stocks, and a signed and dated copy of a written suitability statement. These disclosure requirements will have the effect of reducing the trading activity in the secondary market for our securities because it will be subject to these penny stock rules. Therefore, security holders may have difficulty selling those securities.
Regulation M
Our sole officer and director, who will promote the shares, is aware that he is required to comply with the provisions of Regulation M, promulgated under the Securities and Exchange Act of 1934, as amended. With certain exceptions, Regulation M precludes officers and/or directors, sales agents, any broker-dealers or other person who participate in the distribution of shares in this offering from bidding for or purchasing, or attempting to induce any person to bid for or purchase any security which is the subject of the distribution until the entire distribution is complete.
Offering Period and Expiration Date
This offering will start on the date that this registration statement is declared effective by the Securities and Exchange Commission and continue for a period of 270 days, or sooner if the offering is completed or otherwise terminated by us.
We will not offer to sell through the use or medium of any prospectus or otherwise any security until this registration statement is declared effective by the Securities and Exchange Commission.
Right to Reject Subscriptions
We have the right to accept or reject subscriptions in whole or in part, for any reason or for no reason. All monies from rejected subscriptions will be returned immediately to the subscriber, without interest or deductions. Subscriptions for securities will be accepted or rejected within 48 hours after we receive them.
DESCRIPTION OF BUSINESS
Our Corporate History and Background
Oro Capital Corporation (the “Company”) is an exploration-stage company engaged in exploration in Saskatchewan Province, Canada, for commercially recoverable metal-bearing mineral deposits. The Company has not yet identified any proven or probable mineral reserves, and only limited exploration activity has so far been undertaken, primarily by governmental bodies in Saskatchewan Province. Provided the Company successfully identifies commercializable mineral deposits, it intends to engage in a joint venture or partnership with a larger, more established mining operator to commence mining, processing and distributing the mineral deposits.
We were incorporated under the laws of Nevada in December, 2010. Currently, we have only one officer or director, Mr. Danny Aaron. Our address is Oro Capital Corporation, 23 Dassan Island Drive, Plettenberg Bay, 6600 South Africa. Our telephone number is 27764965865.
Employees
Our CEO, Danny Aaron, is presently our only employee. Mr. Aaron devotes approximately 10% of his time, or four hours per week to the Company. We expect to conduct most of our activities through third party independent contractors, although we have engaged no such contractors at present.
Our Industry
Diamonds are the most concentrated form of carbon and are differentiated from other substances by unique crystal structure. This structure identifies the bond among a repeating arrangement of compounds or elements that produce a solid entity. In fact, the diamond consists of the strongest chemical bond known today, lending to the diamond's exceptionally resilient properties.
The natural process through which diamonds form adds an allure. Diamonds typically form deep within the earth where there exist conditions of extreme heat and pressure, with evidence suggesting that diamonds have formed hundreds of miles below the earth's surface. Temperatures in excess of one thousand degrees Celsius and pressure of at least fifty kilobars are conditions necessary for diamond formation, with the atmospheric pressure at sea level measuring just one kilobar. In some cases, diamonds form at shallower depths which exhibit abnormally high levels of pressure, though the quality of these diamonds is generally lower than those which form deep within the earth.
Diamond deposits that are large enough for mining are generally located in cratons, which are vast areas of the earth’s crust which have reasonably stable properties and cover a large percentage of most continents. Cratons consist of a substantial crust with roots that extend into the earth's mantle below. Diamonds are transported to the earth's surface by magma, or liquid volcanic rock traveling through these roots, which cools and hardens as it reaches the cooler temperature of the earth’s surface. During this hardening process, cone shaped diamond deposits materialize, named kimberlite pipes after Kimberley, South Africa where the first kimberlite pipe was found. While diamonds are occasionally discovered in meteorites and different types of rocks, most diamonds have historically been found in kimberlite pipe deposits.
The value of the diamond extends far beyond the exquisite beauty that makes it popular for use in fine jewelry. The hardest substance known to man, diamonds can also withstand extreme pressure and shock, making them valuable for industrial use in tools for cutting, polishing, drilling and grinding. Flawed diamonds that are not suited for jewelry as well as synthetic diamonds are often designated for such manufacturing applications.
Until the 1990's junior miners in Canada really didn't do much diamond exploration. There were a few in far out of the way places, but most juniors were pre-occupied with precious metals. But in the early 90's that all changed. The discovery of diamonds in Canada’s north, in the NWT sent the junior mining industry into a frenzy.
Source:
http://www.articlesbase.com/science-articles/science-of-diamonds-164303.html
Canada represents a unique opportunity within the global metals and mining market. Driven by a powerful combination of abundant natural resources and a secure investment climate, it has firmly established itself as a global mining centre. Over 1,400 mining companies now list on Canada’s national exchange, which is a majority of the world’s listed mining firms.
The strength of Canada’s mining industry has been a key driver of economic growth. As one of the world’s largest producers of metals and minerals – holding twelve top-five production rankings – mining is vital to Canada’s economy, contributing $40 billion in 2008. It is also an important supplier to global markets, with over 80% of production exported. Having led the world in exploration spending since 2004, the outlook for mining in Canada remains robust.
In May, 2011, the Saskatchewan Mining Association published a fact sheet that showed the following:
· | 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; |
· | In 2009 Saskatchewan mineral production was valued at $5 Billion, down from the high of $9.7 Billion established in 2008 but still accounting for 15.6% of all of Canada’s output, |
· | In the past 3 years $1 Billion has been invested in mineral exploration in Saskatchewan.\; |
· | Mining employs about 6% of the workforce, which is expected to grow to 17% by 2028. |
http://www.saskmining.ca/info/Fact-Sheets/fact-sheet-q-a.html
The Mining Association of Canada (“MAC”) published its 2012 Facts and Figures (for 2011) and reported:
· | 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. |
https://docs.google.com/viewer?url=http%3A%2F%2Fwww.mining.ca%2Fwww%2Fmedia_lib%2FMAC_Documents%2FF%26F2011-English.pdf
Sales and Marketing
We are seeking to explore further on our property for commercializable diamond bearing kimberlite bodies deposits. Diamond bearing kimberlite bodies can be freely sold and marketed throughout the Canada. We do not expect to be engaged in the sales and marketing of the minerals. We intend to focus on the exploratory phase and, if successful, to partner with a larger, more experienced, and better financed mining company.
Current Business Operations
Our Business
We intend to become engaged in the exploration for commercially recoverable metal-bearing mineral deposits, such as diamond bearing kimberlite bodies. Currently, our exploration activities are in Located 2 kilometers N of the village of Shipman, 50 kilometers NE of Prince Albert, central Saskatchewan, Canada. The property is more specifically located at Latitude 53o 30' 00” North, Longitude 104o 58' 00” West; NTS: 73H/07, 10.
While the company expects to hire local (Saskatchewan) based exploration companies to do the actual field exploration work, there is an 8 hour time difference between South Africa and Saskatchewan, Canada. It will likely be impractical for Mr. Aaron to travel to Saskatchewan. Further, the currencies of South Africa and Canada are different and there could be some issues with currency exchange rates. Currently the exchange rate is 8.977 South African Rands for 1 Canadian Dollar.
There are a number of qualified exploration companies and consultants (who are very familiar with diamond exploration techniques) operating in and around Saskatoon and LaRonge. There can be no assurance that the company will have sufficient funds to acquire or maintain the services of these consultants.
Timetable of Exploration
We will begin Phase I of our exploration plan upon completion of this offering. We expect to complete our public offering within sixty days of the effective date. Below is our exploration timeline:
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 |
Business Strategies
Our business strategies and near-term plans are as follows
| · | 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. |
Mining Industry
General
If we successfully identify commercializable mineral deposits and obtain the required government license, our primary business activity is anticipated to be mining, processing and distributing diamond bearing kimberlite bodies, and other mineral products. Canada is currently a net importer of nonferrous metals. There are governmental restrictions on exploration and mining activity in Canada, discussed further below.
We believe that Canada will continue to industrialize and this will cause increased demand for industrial raw materials such as non-ferrous metals. We expect prices of non-ferrous metals to increase in the future, although prices may experience significant fluctuations.
LOCATION AND ACCESS
The Shipman Diamond Project is located 50 kilometers northeast of Prince Albert, Saskatchewan, Canada and 2 kilometers north of the village of Shipman (Figure 1, 2 & 3).
The Project is within the Southern Mining District. It consists of a single claim centered at Latitude 53o 30' 00” North, Longitude 104o 58' 00” West on the northwest corner of National Topographical Survey map sheet 073H/07 and the southwest corner of 073H/10.
There is excellent access by secondary township roads from Shipman, which are in turn accessed by paved 2-lane roads from Prince Albert. A rail line lies along the paved road directly south of the project. Accommodation, food and fuel are available at Prince Albert.
PHYSIOGRAPHY AND CLIMATE
The Project is flat-lying and lies at an elevation of 1600 m ASL. Land use in the region is agricultural, but the property itself is generally low, wet ground, with a stream cutting through the northwest quarter. There are small woodlots preserved and used for local cutting. Predominant tree species are poplars and tamarack. The region is open to exploration, development and mining throughout the year.
The climate of this region is semi-arid. The annual mean temperature (100 year average) for the area is 0.8°C. Monthly mean temperatures vary from -22°C (January) to +17°C (July). The annual mean precipitation is 406 mm, including 145 cm annual snowfall.
Prince Albert serves as a supply centre. The city has scheduled air links to Saskatoon and Regina. Two hydroelectric dams (Codette/Nipawin and E.B. Campbell) on the Saskatchewan River near Nipawin (within 50 km of the property) generate in excess of 500 MW of electrical power and a high voltage transmission line is in close proximity to the property. Cell phone coverage of this area is provided by SaskTel.
CLAIM INFORMATION AND PROPERTY OWNERSHIP
The Project consists of a single claim block having a total surface area of 256 hectares (one section or 632 acres). It lies 2 kilometers north of the village of Shipman along township and tertiary roads connected with paved Hwy. 55, within the northwest quarter of NTS map sheet 073H/07 and the southwest quarter of 073H/10. The claim is registered in the name of Mr. Duncan Bain, of London, Ontario, Canada. The claim is listed in Table 1 and shown in Figure 3. To maintain the property in good standing, Saskatchewan Industry and Resources (SIR) requires proof of exploration expenditures, or cash payment in lieu, of $12 per hectare per year (after the first year). These assessment requirements amount to $3,072.00 for the project. The first assessment due date is August 7, 2013.
TABLE 1 – CLAIM DATA
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 |
Permits for exploration field work are administered by Saskatchewan Environment and Resource Management (the “SERM”), with regional offices in Prince Albert. No mineralized zones, mineral resources or mine workings are located on the property.
The permitting process in Saskatchewan will include a surface exploration permit and may require other permits if water, wildlife or vegetation are disturbed by the process. In order to obtain the appropriate permits an application must be submitted to a Ministry of Environment’s Ecological Protection Specialist. Verification from the Heritage Resources Branch and a map from the Conservation Data Centre must accompany the application. The cost of the permit varies depending on the size of the tract and the number or laborer days involved. Many of the mining areas of Saskatchewan are inaccessible during the winter months.
The SERM has promulgated a set of mineral exploration guidelines as of 2012, which set forth SERM’s requirements and best practices for staking, clearing, work camps, drilling, hazardous materials and a variety of other matters that mining exploration companies are likely to encounter. http://www.environment.gov.sk.ca/mineralexploration. The Company plans to abide by these guidelines insofar as relevant to the Company’s anticipated operations.
Surface Disturbance Permits are required for mineral exploration in Saskatchewan prior to any exploration work starting. The permit required is a Surface Exploration permit.
Legislation includes the Provincial Lands Regulations and the Environmental Management & Protection Act. (we are in the grasslands of the northern prairies......there are no trees/forest on the claim.)
An application is submitted to the Ministry of Environment’s Ecological protection Specialist at the La Ronge Office, in Northern Saskatchewan. Permits need 45 days for approval and are in effect for 18 months.
Saskatchewan Environment (SERM) may require a closure report at the conclusion of a permitted mineral exploration program. A Closure Report identifies any exceptions or deviations from the proposed plan. The closure report should contain sufficient detail so as to give department staff an understanding of actual and potential environmental and surface impacts that occurred during the permitted mineral exploration program.
The company is responsible for returning the disturbed areas to the state they were in prior to any exploration or development activity by the company.
Saskatchewan is a mining friendly jurisdiction. In 2009, Natural Resources Canada ranked Saskatchewan as the number one Canadian jurisdiction in mineral value of sales for 2008, surpassing the historic jurisdictions of Ontario and British Columbia.
Drilling Samples for Caustic Fusion Reverse Circulation Chips and/or Drill CoreCore.
Sample Collection:
Drilling samples will be collected in approximately 15 pound sample sizes and will have depths to and from of each sample recorded. They are then placed in doubled plastic bags. The inner bags are sealed with a plastic cable tie and the outer bag is sealed with a plastic cable tie and then sealed with a metal security tag. The sample number is written on the bag. Each bag is then placed in a plastic bucket with a tamper-proof lid and sealed. The samples are assigned individual, generic sample numbers that do not indicate where the samples are from.
Kimberlite rock chips and dust (from the RC drill) are captured within a pre-labelled plastic bag inside a 20 kg white pail. The bag is then closed with a plastic cable tie and sealed with a security tag. A 200kg caustic fusion sample corresponds to approximately 15.25 metres of kimberlite drilled depending on chip recovery. The pail is labelled on the inside and the outside with a unique sample number then capped with a lid. The sample numbers do not indicate the geographic location the sample was taken from. The security tag numbers are recorded in a handbook and input to an electronic database for tracking before the samples are shipped. Kimberlite or not, a representative sample across each 1.5 m interval was collected for detailed microscope logging at every hole drilled.
Drill samples collected will be logged onsite and then stored in a secure 20 foot shipping container also onsite A project geologist will deliver the samples directly from the Property to SRC Laboratory in Saskatoon, Saskatchewan for caustic fusion analysis. (approximately a 3 hour drive)
Security seals are checked upon receipt by SRC and any damage will be noted.
All chain of custody information is kept in a table that will be sent to the Companies head office along with geological and sample location information. Representative hand samples of the kimberlite are collected. If there is more than one kimberlite type encountered or more than one locality of the one kimberlite, a sample from every type/area is collected and referenced to the microdiamond sample.
Sample Processing at Laboratory:
(SRC Laboratory Procedure/Protocol for Caustic Fusion Sample Processing)
All samples for diamond analysis will be sent to SRC of Saskatoon, Saskatchewan, Canada, an ISO/IEC 17025 accredited lab.
The caustic fusion method of diamond extraction is employed by SRC. For samples processed for diamonds > 106 μm, this method includes:
| · | 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. |
Each sample is checked twice to ensure that the all the diamonds have been recoveredrecovered.
HISTORY
The Shipman project was recorded in August 8, 2011 in the name of Duncan Bain. It lies approximately 30 kilometers NNW of the Star deposit. To this date there is no known mineral resource on the property and no production of any kind has taken place. Oro Capital Corporation acquired a 70% interest in the property from Mr. Bain on September 1, 2011. And on 21st of February 2012 100% interest in the property was transferred from Mr. Bain to Mr. Aaron, our president.
GEOLOGY
The northern part of the Fort a la Corne area, which contains the Shipman property, is underlain by the rocks of Cretaceous age (Figure 4, from Sask. Industry and Resources Internet website Geological Atlas,http://www.infomaps.gov.sk.ca/website/SIR_Geological_Atlas/ viewer. htm).
Detailed geological information is sparse due to a thick mantle of overburden, approximately 100 m in depth, which covers the property. This overburden is a mixture of several phases of glacial till, fluvial and lacustrine gravel, sand, silt and clay, all of Pleistocene age. These multiple phases of sedimentary deposition have been repeatedly mixed by advance and retreat of continental glaciation so that original layering no longer exists. This reduces confidence in any till sampling program to test for diamond indicator minerals. Most of the bedrock data is provided from well drillings scattered throughout the general Fort à la Corne region, as well as assessment records of drilling in the project area. All known kimberlites in the Fort a la Corne area are found within the Upper and Lower Colorado Group units and the underlying Mannville Group rocks.
A probable contact between the Upper Colorado Group and Lower Colorado Group rocks underlies the property. The Lower Colorado unit is composed of sub-horizontally stratified shallow marine and subaerial fluvial deposits. The younger Upper Colorado Group rocks are composed of claystone-siltstone, mudstone/siltstone and shale/mudstone. To the south, in the area of the Star kimberlite pipe, these sediments have interbedded kimberlitic tuff layers. Although no drilling has been carried out on the Shipman property several drillholes are located in the area. The data from these holes is available from assessment reports available from the Saskatchewan government.
Deposit Type
This property which will be explored for diamond-bearing kimberlites of the Fort à la Corne type. Kimberlites are very potassium-rich ultramafic intrusive rocks. Diamonds originate in the upper mantle at a depth of 150 to 300 kilometers below the surface. They are thought to be transported to surface as xenocrysts within ascending kimberlite magmas which have passed through the diamond-forming regions of the upper mantle. The kimberlite magmas probably ascend from mantle depths along major (i.e. deep-penetrating) fault systems. Larger intrusive bodies such as magnetite-bearing mafic and granitic intrusive bodies may also favour these fault systems (Gent, M.R., 1992; Jennings, C., 1989).
The Fort à la Corne kimberlites are stacked, well preserved crater facies deposits composed of ultramafic volcanics with hardly any diatreme facies (breccia) material reported. They were erupted into soft shallow marine sediments of the Upper Colorado Group. These ultramafic rocks are composed of olivine, pyrope garnet, Mg-ilmenite, chrome diopside, enstatite, Ti-poor phlogopite, spinels and a few minor minerals. This material weathers to a yellow to medium brown color. The garnet, Mg-ilmenite and chrome diopside are called “indicator minerals” and by their abundances can be used to select those kimberlites most likely to contain diamonds. Many of these indicator minerals are weakly to strongly magnetic and often produce a circular to oval shaped magnetic signature. Due to their relatively low cost, ground-based magnetometer surveys are an effective initial method to outline these magnetic signatures. There also exists the possibility that there is a density contrast between the ultramafic kimberlite pipes and the host fine clastic claystone-mudstone-siltstone-sandstone-conglomerate that may be reflected in a “bullseye” positive gravity anomaly.
Mineralization
Due to the thick overburden cover on the Shipman property, no mineralization associated with diamond-bearing kimberlites has been exposed on surface. The only known kimberlite surface exposure in Saskatchewan is the glacially transported block exposed in a terrace on the north shore of Sturgeon Lake. Extensive till sampling for indicator minerals has been conducted by Saskatchewan Geological Survey, and others, throughout central and southern Saskatchewan but no discernible trains or trends have been outlined which can be attributed to the Fort à la Corne area kimberlite bodies. The reason for this seems to be that reworking of the thick overburden material during several phases of continental glaciation has completely obliterated any dispersion trains. Figure 5 is a sketch map showing the position of the Shipman claim in relation to the positions of known kimberlite pipes, some of which are diamond-bearing.
GEOPHYSICS
To this date no detailed geophysical surveys have been done over the Shipman property. However, a compilation of regional work has been carried out by Saskatchewan Industry and Resources and is shown in the Geological Atlas of Saskatchewan (http://www. infomaps.gov.sk.ca/website/SIRGeological_Atlas/viewer.htm). Filtering of that data has removed background “noise” to produce the vertical derivative of the magnetic data. This work shows that the Shipman property lies at the northern end of a linear magnetic “high” suggestive of a NNW-SSE trending iron formation, probably part of the Archean basement (Figure 6). The magnetic contouring on the eastern side of this “high” has a sharp slope. Note that the kimberlites in close proximity to the Shipman property are found along this sharp slope, suggesting that they lie along a deep penetrating fault system. If true this structure would extend NNW through the Shipman property. Such a fault could act as a corridor to focus the movement of a kimberlite pipe to the paleosurface.
Similarly compilation of gravity survey data by the Saskatchewan government (Figure 7) shows that a weak circular “bullseye” is found partly into the southeast quarter of the Shipman property. This anomaly, produced by density contrast of the bedrock, could represent either the area of the linear iron formation closest to surface, or possibly a kimberlite pipe similar to those SSE of the property but closer to the paleosurface than those to the south.
CONCLUSIONS AND RECOMMENDATIONS
The Company acquired the Shipman Diamond mineral claim by an Agreement dated September 1, 2011 with Duncan Bain, who has also served as the consulting geologist on the project. Under the Agreement the Company received a 70% interest upon payment of $6,000 on September 1, 2011 and on 21st of February 2012 100% interest in the property was transferred from Mr. Bain to Mr. Aaron, our president; and Company is undertaking to cover the costs of exploration. The Company will be entitled to receive the return of all exploration costs prior to commencing a 70%-30% division of cash flow.
In addition, Duncan Bain is entitled to a 1% overriding gross royalty and a 2% net smelter royalty return. The 1% gross overriding royalty is payable on all gem and industrial diamonds recovered within 30 days of the end of each quarter. The 2% net smelter royalty is payable on monies realized from the sale of ores, concentrates or minerals other than diamonds. The 2% net smelter royalty is payable within 45 days of the end of each quarter, after the Company recovers certain costs.
The Company further agreed to pay Duncan Bain advance royalty payments at the rate of $25,000 per year commencing 36 months from September 1, 2011 and $50,000 per year commencing sixty months from that date.
The Shipman diamond project lies at the north end of the prolific Fort a la Corne kimberlite field. It consists of a single claim of 256 hectares. The property is directly north of staked ground (as of September 1, 2011) known to contain diamond-bearing kimberlite bodies. The property lies aligning a NNW-SSE trend of those kimberlite bodies, and these bodies lie along the eastern slope of a magnetic/gravity anomaly which may represent a deep penetrating fault system which would be favorable for movement of a kimberlite body to the paleosurface.
PHASE 1
It is therefore recommended that the following steps be carried out to test for diamond-bearing kimberlites within the project. Phase 1 would consist of a ground-based magnetometer survey over the claim and is estimated to cost $10,000USD. Details of the costs of the program are outlined in Table 2.
PHASE 2
Based on results of the Phase 1 work a Phase 2 program would be initiated to provide additional information. This exploration program (Table 3) would consist of a gravity survey to test the best targets determined from the Phase 1 work. The estimated cost of the Phase 2 program is $20,000USD.
PHASE 3
Upon the completion of Phases 1 and 2, and based on positive results, a diamond drill program would be initiated on targets generated by the first two phases of work. This would consist of approximately 1000 m of drilling (Table 4). The estimated cost of the Phase 3 program is $250,000USD. Further work would be dependent on the results of the initial drilling.
Table 2 – Phase 1 Cost Estimate
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 | |
Table 3 – Phase 2 Cost Estimate
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 | |
Table 4 – Phase 3 Cost Estimate
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 | |
REFERENCES
Ewert, W. D., Brown, F. H., Puritch, E. J., Leroux, D. C., 2009, Technical Report and Resources Estimate Update On the Star Diamond Project, Fort a la Corne Area, Saskatchewan, Canada, for Shore Gold Inc. by P&E Mining Consultants Inc., Report No. 159
Gent, M.R. (1992): Diamond and Precious Gems of the Phanerozoic Basin, Saskatchewan: Preliminary Investigations; Sask. Energy and Mines Open File Report 92-2
Geological Atlas of Saskatchewan, 2011, http://www. infomaps.gov.sk.ca/website/SIR GeologicalAtlas/ viewer.htm
Jellicoe, B.C., Robertshaw, P., Williamson, P. and Murphy, J., 1998; Summary of Exploration Activities and Results for the Fort à la Corne Diamond Project, Saskatchewan; in Summary of Investigations 1998, Saskatchewan Geological Survey, Sask. Energy Mines, Misc. Rep. 98-4, p. 144-157.
Jennings, C.M.H. (1989): Exploration for Diamondiferous Kimberlites and Lamproites; in “Modern Exploration Techniques”, Sask. Geol. Soc. Spec. Publ. No. 10
Kauffman, E.G., and Caldwell, W.G.E. (1993): The Western Interior Basin in Space and Time; in Caldwell. W.G.E. and Kauffman, E.G., Evolution of the Western Interior Basin; Geol. Assoc. of Canada Spec. Paper 39, p. 1-30
Kensington Resources Ltd. news releases and map, 2001-2005; from Kensington Resources Internet website www.kensington-resources.com
Mitchell, R.H. (1991): Kimberlites and Lamproites: Primary Sources of Diamonds; Geosci. Canada, vol. 18, no. 1, p.1
Shore Gold Inc. news releases and map, 2001-2011; from Shore Gold Internet website: www.shoregold.com
Competition
There are over 1,400 mining companies that list on Canada’s exchange. Most of those companies are larger, more experienced and have access to more capital resources. A number of competitors are in the diamond sector of the mining industry. A brief survey is as follows:
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. |
Source:
http://en.wikipedia.org/wiki/Diavik_Diamond_Mine
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] |
Source:
http://en.wikipedia.org/wiki/Ekati_Diamond_Mine
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 |
Source:
http://en.wikipedia.org/wiki/Gahcho_Kue_Diamond_Mine_Project
d. | The Jericho Diamond Mine is a dormant diamond mine located in Canada's Nunavut territory. |
Source:
http://en.wikipedia.org/wiki/Jericho_Diamond_Mine
DIRECTORS AND OFFICERS
NAME | | AGE | | TITLE | | DATE OF APPOINTMENT | | PERCENT OF TIME DEVOTED | |
Aaron, Danny | | 49 | | Chief Executive Officer | | January 7, 2011 | | 10 | % |
Danny Aaron, 49, CEO
Mr. Aaron has served in a variety of roles with several companies across North America, Australiaand Africa.
Mr. Aaron had experience working in mineral exploration during the 1980’s. He was a navigator for Columbia Airborne Geophysical Services (1984) Ltd., an airborne geophysical company, , a draftsman who was responsible for plotting geophysical and geological data field data, as well as a geological field assistant. He is an active investor in junior mineral exploration companies for more than 15 years. We believe that Mr. Aaron’s experience, qualification, attributes and skills make him a suitable candidate to serve as a Director for Oro Capital Corporation.
He has pursued several entrepreneurial ventures. His most recent venture was started in 2003 and led to the establishment of an upscale chain of cafés across Canada and the United States called Drum Café in Canada and Western USA.
From 2003 to present, Mr. Aaron has served as President and CEO of Drum Café Canada and Western USA. He Launched Drum Café in Vancouver Canada in 2003 and expanded across Canada to include, Alberta, Manitoba, Ontario and Quebec. In 2005, this expanded to the USA in a partnership agreement that owned the rights to Drum Café in all states west of Texas.
As CEO Mr. Aaron’s responsibilities included:
▪ Operations.
▪ Marketing.
▪ Recruiting
▪ Web Development
▪ Scheduling
▪ Business Development
From 1998 to 2002 Mr. Aaron was general manager and part owner of Health Services for Men, based in Sydney, Australia. The Company established a network of over 50 medical clinics across Australia. He controlled and operated 50 medical clinics across Australia specializing in men’s health with emphasis on Impotence (erectile dysfunction).
His responsibilities included:
▪ Operations.
▪ Marketing.
▪ Hiring and managing 20 Doctors
▪ Deployment of Doctors across the country
▪ Implemented training course for all staff, nursing staff and doctors in the clinics.
▪ Managed the central call center in Sydney and supervised the training of phone room consultants.
▪ Developed and implemented a variety of procedures and computer programs, designed for tracking.
Mr. Aaron’s expertise focuses primarily on establishing corporate operations, implementing marketing campaigns, recruiting key personnel and structuring business development strategies.
Mr. Aaron’s involvement in these ventures led to the launch of these businesses which continue to be successful in their respective markets.
No compensation was awarded to or paid to any executive officer or director of the Company during the years 2013, or 2012 other than as shown in the table below.
The following table and the accompanying notes provide summary information for each of the last three fiscal years concerning cash and non-cash compensation paid or accrued.
Summary Compensation Table
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. |
We have not entered into any employment agreements with our employees, Officers or Directors. We have no standardarrangements to compensate our directors for their services to us.
Director Independence
The Company’s board of director is currently composed of one board member, Mr. Danny Aaron. The OTC Bulletin Board does not have rules regarding director independence. Mr. Aaron is not considered “independent” as defined under the rules of the NASDAQ Stock Market.
Under the bylaws of the Company, directors are elected at each annual meeting of the stockholders and serve until a successor has been duly elected and qualified except upon death, resignation, or removal. Vacancies on the Board of Directors may be filled by appointment by the remaining directors until the next shareholder meeting.
Stock Option Plan
We have not implemented a stock option plan at this time and since inception, have issued no stock options, SARs or other compensation. We may decide, at a later date, and reserve the right to, initiate such a plan as deemed necessary by the Board.
We are not presently involved in any litigation that is material to our business. We are not aware of any pending or threatened legal proceedings. In addition, none of our officers, directors, promoters or control persons has filed or been involved for the past five years:
● | in any bankruptcy petition |
| |
● | in any conviction of a criminal proceeding or involved in a pending criminal proceeding (excluding traffic violations and minor offenses) |
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● | 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, |
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● | or has been found to have violated a federal or state securities or commodities law. |
There have been no securities trading suspensions by any regulator, and there is no pending or threatened litigation for which the adverse effect, assuming an unfavorable outcome, would exceed $25,000.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.
The following table sets forth information with respect to the beneficial ownership of our common stock as of the date of this filing for:
● | Each stockholder, or group of affiliated stockholders, who we know beneficially to own more than 5% of the outstanding shares of our common stock; |
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● | Each of our current directors; |
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● | Each of our executive officers; and Each of our current directors and current executive officers as a group. |
Beneficial ownership is determined in accordance with rules of the SEC and generally includes any shares over which a person exercises sole or shared voting and/or investment power. We believe the beneficial owners of the common stock listed below, based on information furnished by them, have sole voting and investment power with respect to the number of shares listed opposite their names.
The number of shares and percentages of beneficial ownership set forth below are based on 5,000,000 shares of common stock outstanding as of the date of this filing.
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. |
DESCRIPTION OF CAPITAL STOCK
We are incorporated in the state of Nevada which is believed to have corporate laws favorable to management. You may not have some rights under Nevada law that exist under the corporate laws of other states. In Nevada we may take action on any matter for which we have enough votes to carry a motion at a special or regularly scheduled meeting. Therefore, we effectively have the ability to manage all of the affairs of the Company.
Our Bylaws give us the right to act without meeting whenever we have enough votes to carry out an action in a meeting. This means that we can make fundamental changes to the Company’s charter, expand or contract the number of authorized shares, issue classes of preferred stock, or declare and decline dividends.
Common Stock
Our authorized capital stock consists of 75,000,000 shares of common stock, par value $0.00001 per share. The rights of holders of our common stock are as follow:
• | have equal ratable rights to dividends from funds legally available if and when declared by our board of directors; |
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• | 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; |
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• | do not have preemptive, subscription or conversion rights and there are no redemption or sinking fund provisions or rights; and |
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• | are entitled to one non-cumulative vote per share on all matters on which stockholders may vote. |
We have summarized all material provisions of our Articles of Incorporation, Bylaws and the applicable statutes of the State of Nevada.
Non-cumulative voting
Holders of shares of our common stock do not have cumulative voting rights, which means that the holders of more than 50% of the outstanding shares, voting for the election of directors, can elect all of the directors to be elected, if they so choose, and, in that event, the holders of the remaining shares will not be able to elect any of our directors. After this offering is completed, assuming the sale of all of our shares of common stock, present stockholders will own approximately 16.67% of our outstanding shares.
Cash dividends
As of the date of this prospectus, we have not paid any cash dividends to stockholders. The declaration of any future cash dividend will be at the discretion of our board of directors and will depend upon our earnings, if any, our capital requirements and financial position and our general economic condition. It is our intention not to pay any cash dividends in the foreseeable future, but rather to reinvest earnings, if any, in our business operations.
Preferred stock
We do not have a class of preferred stock.
Anti-takeover provisions
There are no Nevada anti-takeover provisions that may have the affect of delaying or preventing a change in control.
INTERESTS OF NAMED EXPERTS AND COUNSEL
Our financial statements for the period from inception to July 31. 2012, included in this prospectus have been audited by M&K CPAS, PLLC, of 4100 N. Sam Houston Freeway W., Suite 200-B Houston, TX 77086, telephone number 832-242-9950. Their report is given upon their authority as experts in accounting and auditing. M&K CPAS, PLLC does not own any interest in us.
Charles W. Barkley, Attorney, passed upon the validity of the issuance of the common shares to be sold under this prospectus. Charles Barkley does not own any shares or other interest in us.
FINANCIAL STATEMENTS
Our fiscal year end is July 31. We will provide audited financial statements to our stockholders on an annual basis; the statements will be prepared by M&K CPAS, PLLC 4100 N. Sam Houston Freeway W., Suite 200-B Houston, TX 77086, telephone: 832-242-9950:832-242-9950.
FINANCIAL STATEMENTS
ORO Capital Corporation
(An Exploration Stage Company)
(Unaudited)
January 31, 2013
| | 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 | |
(An Exploration Stage Company)
Balance Sheets
January 31, 2013 and July 31, 2012
(Unaudited)
| | January 31, 2013 | | | July 31, 2012 | |
| | | | | | |
ASSETS |
| | | | | | |
Current Assets | | | | | | |
Cash | | $ | - | | | $ | 4,000 | |
Deposit on Mining Claim | | | - | | | | - | |
Total Current Assets | | | - | | | | 4,000 | |
| | | | | | | | |
Mining Claims, net of impairment | | | - | | | | - | |
Total Assets | | $ | - | | | $ | 4,000 | |
| | | | | | | | |
LIABILITIES AND STOCKHOLDERS’ DEFICIT |
| | | | | | | | |
Current Liabilities | | | | | | | | |
| | | | | | | | |
Accounts Payable and Accrued Liabilities | | $ | 4,205 | | | $ | 3,000 | |
Due to Directors | | | 15,000 | | | | 15,000 | |
Total Liabilities | | | 19,205 | | | | 18,000 | |
Stockholders’ Deficit | | | | | | | | |
| | | | | | | | |
Common Stock (75,000,000 shares authorized, par value 0.00001, 5,000,000 shares issued and outstanding for both fiscal years 2011 and 2012) | | | 50 | | | | 50 | |
Additional paid-in capital | | | 14,597 | | | | 10,997 | |
| | | | | | | | |
Deficit accumulated during the exploration stage | | | (33,852 | ) | | | (25,047 | ) |
| | | | | | | | |
Total Stockholders’ Deficit | | | (19,205 | ) | | | (14,000 | ) |
| | | | | | | | |
Total Liabilities and Stockholders’ Deficit | | $ | - | | | $ | 4,000 | |
(The Accompanying Notes are an Integral Part of These Financial Statements)
ORO Capital Corporation
(An Exploration Stage Company)
Statement of Operations
For the Three and Six Months Ended January 31, 2013 and 2012
and Inception (December 29, 2010) to January 31, 2013
(Unaudited)
| | 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 | | | | | |
(The Accompanying Notes are an Integral Part of These Financial Statements)
ORO Capital Corporation
Statements of Cash Flows
(An Exploration Stage Company)
For the Six Months Ended January 31, 2013 and 2012
and Inception December 29, 2010 to January 31, 2013
(Unaudited)
| | 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 | | $ | - | | | $ | - | | | $ | - | |
(The Accompanying Notes are an Integral Part of These Financial Statements)
ORO Capital Corporation
Statement of Changes in Stockholders’ Deficit
(An Exploration Stage Company)
From Inception, December 29, 2010, to January 31, 2013
(Unaudited)
| | 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 | ) |
(The Accompanying Notes are an Integral Part of These Financial Statements)
ORO Capital Corporation
(An Exploration Stage Company)
Notes to the Financial Statements
(Unaudited)
NOTE 1 – NATURE OF OPERATIONS
DESCRIPTION OF BUSINESS AND HISTORY
The Company was incorporated on December 29, 2010 in the State of Nevada. The Company is an exploration stage corporation. An exploration stage corporation is one engaged in the search for mineral deposits or reserves which are not in either the exploration or production stage. The Company intends to explore for diamond-bearing kimberlite on its mining property.
The Company does not have any revenues and has incurred losses since inception. Currently, the Company has no operations, has been issued a going concern opinion and relies upon the sale of our securities and loans from its sole officer and director to fund operations.
NATURE OF OPERATIONS
GOING CONCERN - These financial statements have been prepared on a going concern basis, which implies ORO Capital Corporation will continue to meet its obligations and continue its operations for the next fiscal year. Realization value may be substantially different from carrying values as shown and these financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should ORO Capital Corporation be unable to continue as a going concern. As at January 31, 2013 ORO Capital Corporation has a working capital deficiency, has not generated revenues and has accumulated losses of $33,852 (2012: $25,047) since inception. The continuation of ORO Capital Corporation as a going concern is dependent upon the continued financial support from its shareholders, the ability of ORO Capital Corporation to obtain necessary equity financing to continue operations, and the attainment of profitable operations. These factors raise substantial doubt regarding the ORO Capital Corporation’ ability to continue as a going concern.
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF PRESENTATION -These financial statements and related notes are presented in accordance with accounting principles generally accepted in the United States, and are expressed in U.S. dollars. The Company’s fiscal year-end is July 31.
USE OF ESTIMATES - The preparation of financial statements in accordance with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of net revenue and expenses in the reporting period. We regularly evaluate our estimates and assumptions related to the useful life and recoverability of long-lived assets, stock-based compensation and deferred income tax asset valuation allowances. We base our estimates and assumptions on current facts, historical experience and various other factors that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by us July differ materially and adversely from our estimates. To the extent there are material differences between our estimates and the actual results, our future results of operations will be affected.
CASH AND CASH EQUIVALENTS - The Company considers all highly liquid instruments with original maturities of three months or less when acquired, to be cash equivalents. We had no cash equivalents at January 31, 2013 or July 31, 2012.
ORO Capital Corporation
(An Exploration Stage Company)
Notes to the Financial Statements
(Unaudited)
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – Continued
IMPUTED INTEREST – The Company calculates imputed interest expense at an interest rate of 8% (2011: 8%) per annum.
INCOME TAXES - The Company accounts for income taxes under the provisions issued by the FASB which requires recognition of deferred tax liabilities and assets for the expected future tax consequences of events that have been included in the consolidated financial statements or tax returns. Under this method, deferred tax liabilities and assets are determined based on the difference between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The Company computes tax asset benefits for net operating losses carried forward. The potential benefit of net operating losses has not been recognized in these financial statements because the Company cannot be assured it is more likely than not it will utilize the net operating losses carried forward in future years.
LOSS PER COMMON SHARE - The Company reports net loss per share in accordance with provisions of the FASB. The provisions require dual presentation of basic and diluted loss per share. Basic net loss per share excludes the impact of common stock equivalents. Diluted net loss per share utilizes the average market price per share when applying the treasury stock method in determining common stock equivalents. As of January 31, 2013 and 2012, there were no common stock equivalents outstanding.
FAIR VALUE OF FINANCIAL INSTRUMENTS - Pursuant to ASC No. 820, “Fair Value Measurements and Disclosures”, the Company is required to estimate the fair value of all financial instruments included on its balance sheet as of January 31, 2013 and July 31, 2012. The Company’s financial instruments consist of cash. The Company considers the carrying value of such amounts in the financial statements to approximate their fair value due to the short-term nature of these financial instruments.
RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
In October 2012, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2012-04, “Technical Corrections and Improvements” in Accounting Standards Update No. 2012-04. The amendments in this update cover a wide range of Topics in the Accounting Standards Codification. These amendments include technical corrections and improvements to the Accounting Standards Codification and conforming amendments related to fair value measurements. The amendments in this update will be effective for fiscal periods beginning after December 15, 2012. The adoption of ASU 2012-04 is not expected to have a material impact on our financial position or results of operations.
In August 2012, the FASB issued ASU 2012-03, “Technical Amendments and Corrections to SEC Sections: Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin (SAB) No. 114, Technical Amendments Pursuant to SEC Release No. 33-9250, and Corrections Related to FASB Accounting Standards Update 2010-22 (SEC Update)” in Accounting Standards Update No. 2012-03. This update amends various SEC paragraphs pursuant to the issuance of SAB No. 114. The adoption of ASU 2012-03 is not expected to have a material impact on our financial position or results of operations.
In July 2012, the FASB issued ASU 2012-02, “Intangibles – Goodwill and Other (Topic 350): Testing Indefinite-Lived Intangible Assets for Impairment” in Accounting Standards Update No. 2012-02. This update amends ASU 2011-08, Intangibles – Goodwill and Other (Topic 350): Testing Indefinite-Lived Intangible Assets for Impairment and permits an entity first to assess qualitative factors to determine whether it is more likely than not that an indefinite-lived intangible asset is impaired as a basis for determining whether it is necessary to perform the quantitative impairment test in accordance with Subtopic 350-30, Intangibles - Goodwill and Other - General Intangibles Other than Goodwill. The amendments are effective for annual and interim impairment tests performed for fiscal years beginning after September 15, 2012. Early adoption is permitted, including for annual and interim impairment tests performed as of a date before July 27, 2012, if a public entity’s financial statements for the most recent annual or interim period have not yet been issued or, for nonpublic entities, have not yet been made available for issuance. The adoption of ASU 2012-02 is not expected to have a material impact on our financial position or results of operations.
In December 2011, the FASB issued ASU 2011-12, “Deferral of the Effective Date for Amendments to the Presentation of Reclassifications of Items out of Accumulated Other Comprehensive Income” in Accounting Standards Update No. 2011-05. This update defers the requirement to present items that are reclassified from accumulated other comprehensive income to net income in both the statement of income where net income is presented and the statement where other comprehensive income is presented. The adoption of ASU 2011-12 is not expected to have a material impact on our financial position or results of operations.
ORO Capital Corporation
(An Exploration Stage Company)
Notes to the Financial Statements
(Unaudited)
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – Continued
RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
In December 2011, the FASB issued ASU No. 2011-11 “Balance Sheet: Disclosures about Offsetting Assets and Liabilities” (“ASU 2011-11”). This Update requires an entity to disclose information about offsetting and related arrangements to enable users of its financial statements to understand the effect of those arrangements on its financial position. The objective of this disclosure is to facilitate comparison between those entities that prepare their financial statements on the basis of U.S. GAAP and those entities that prepare their financial statements on the basis of IFRS. The amended guidance is effective for annual reporting periods beginning on or after January 1, 2013, and interim periods within those annual periods. The Company is currently evaluating the impact, if any, that the adoption of this pronouncement may have on its results of operations or financial position.
NOTE 3 –MINING CLAIM
The Company intends to conduct exploration activities on the Shipman Diamond Project, which is located 50 kilometers northeast of Prince Albert, Saskatchewan, Canada and 2 kilometers north of the village of Shipman. Oro Capital Corporation has acquired a 100% interest in the Project.
NOTE 4 -INCOME TAXES
Deferred income taxes July arise from temporary differences resulting from income and expense items reported for financial accounting and tax purposes in different periods. Deferred taxes are classified as current or non-current, depending on the classification of assets and liabilities to which they relate. Deferred taxes arising from temporary differences that are not related to an asset or liability are classified as current or non-current depending on the periods in which the temporary differences are expected to reverse. The company does not have any uncertain tax positions.
The Company currently has net operating loss carryforwards aggregating $33,852 (2012: $25,047), which expire through 2030. The deferred tax asset related to the carryforwards has been fully reserved.
The Company has deferred income tax assets, which have been fully reserved, as follows as of January 31, 2013:
| | 2013 | | | 2012 | |
Deferred tax assets | | $ | 11,848 | | | $ | 8,766 | |
Valuation allowance for deferred tax assets | | | (11,848 | ) | | | (8,766 | ) |
Net deferred tax assets | | $ | - | | | $ | - | |
NOTE 5 – FAIR VALUE MEASUREMENTS
The Company adopted ASC No. 820-10 (ASC 820-10), Fair Value Measurements. ASC 820-10 relates to financial assets and financial liabilities.
ASC 820-10 defines fair value, establishes a framework for measuring fair value in accounting principles generally accepted in the United States of America (GAAP), and expands disclosures about fair value measurements. The provisions of this standard apply to other accounting pronouncements that require or permit fair value measurements and are to be applied prospectively with limited exceptions.
ORO Capital Corporation
(An Exploration Stage Company)
Notes to the Financial Statements
(Unaudited)
NOTE 5 – FAIR VALUE MEASUREMENTS – Continued
ASC 820-10 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. This standard is now the single source in GAAP for the definition of fair value, except for the fair value of leased property as defined in SFAS 13. ASC 820-10 establishes a fair value hierarchy that distinguishes between (1) market participant assumptions developed based on market data obtained from independent sources (observable inputs) and (2) an entity’s own assumptions, about market participant assumptions, that are developed based on the best information available in the circumstances (unobservable inputs). The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy under ASC 820-10 are described below:
• | 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.) |
The following presents the Company's fair value hierarchy for those assets and liabilities measured at fair value on a non-recurring basis as of January 31, 2013 and 2012:
Level 1: None
Level 2: None
Level 3: None
Total Gain (Losses): None
NOTE 6 - RELATED PARTY TRANSACTIONS
During the sixth months ended January 31, 2013 the Company recognized a total of $3,000 (2012: $0) for rent and services from directors for rent at $250 per month and at $250 per month for consulting services provided by the President and Director of the Company. These transactions are recorded at the exchange amount which is the amount agreed to by the transacting parties.
A director has advanced funds to us for our legal, audit, filing fees, general office administration and cash needs. As of January 31, 2013, the director has advanced a total of $15,000.
NOTE 7 - COMMON STOCK
As of January 31, 2013, ORO Capital Corporation has issued 5,000,000 common shares to the Company’s founder.
NOTE 8 – SUBSEQUENT EVENTS
The Company had no subsequent events after January 31, 2013.
FINANCIAL STATEMENTS
ORO Capital Corporation
(An Exploration Stage Company)
July 31, 2012
| | 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 | |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors
Oro Capital Corporation
(An Exploration Stage Company)
We have audited the accompanying balance sheets of Oro Capital Corporation (an Exploration Stage Company) as of July 31, 2012 and July 31, 2011, and the related statements of operations, changes in stockholders' equity (deficit), and cash flows for the year ended July 31, 2012 and the period from December 29, 2010 (Inception) to July 31, 2012 and July 31, 2011. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Oro Capital Corporation as of July 31, 2012 and July 31, 2011, and the results of its operations, changes in stockholders' equity (deficit) and cash flows for the periods described above in conformity with accounting principles generally accepted in the United States of America.
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company has insufficient working capital, zero revenues, and recurring net losses since inception which raises substantial doubt about its ability to continue as a going concern. Management's plans regarding those matters also are described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
/s/ M&K CPAS, PLLC
www.mkacpas.com
Houston, Texas
November 21, 2012
(The Accompanying Notes are an Integral Part of These Financial Statements)
ORO Capital Corporation
(An Exploration Stage Company)
Balance Sheets
July 31, 2012 and 2011
| | July 31, 2012 | | | July 31, 2011 | |
|
ASSETS |
Current Assets | | | | | | |
Cash | | $ | 4,000 | | | $ | 4,000 | |
Deposit on Mining Claim | | | - | | | | 6,000 | |
Total Current Assets | | | 4,000 | | | | 10,000 | |
| | | | | | | | |
Mining Claims, net of impairment | | | - | | | | - | |
Total Assets | | $ | 4,000 | | | $ | 10,000 | |
|
LIABILITIES AND STOCKHOLDER’S DEFICIT |
Current Liabilities | | | | | | | | |
Accounts Payable and Accrued Liabilities | | $ | 3,000 | | | $ | - | |
Due to Director | | | 15,000 | | | | 15,000 | |
Total Liabilities | | | 18,000 | | | | 15,000 | |
Stockholder’s Deficit | | | | | | | | |
| | | | | | | | |
Common Stock (75,000,000 shares authorized, par value 0.00001, 5,000,000 shares issued and outstanding for both fiscal years 2011 and 2012) | | | 50 | | | | 50 | |
Additional paid-in capital | | | 10,997 | | | | 3,797 | |
| | | | | | | | |
Deficit accumulated during the exploration stage | | | (25,047 | ) | | | (8,847 | ) |
| | | | | | | | |
Total Stockholder’s Deficit | | | (14,000 | ) | | | (5,000 | ) |
| | | | | | | | |
Total Liabilities and Stockholder’s Deficit | | $ | 4,000 | | | $ | 10,000 | |
(The Accompanying Notes are an Integral Part of These Financial Statements)
ORO Capital Corporation
(An Exploration Stage Company)
Statements of Operations
For the Fiscal Years Ended July 31, 2012 and 2011
and Inception (December 29, 2010) to July 31, 2012
| | 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 | | | | | |
(The Accompanying Notes are an Integral Part of These Financial Statements)
ORO Capital Corporation
Statements of Cash Flows
(An Exploration Stage Company)
For the Fiscal Years Ended July 31, 2012 and 2011
and Inception December 29, 2010 to July 31, 2012
| | 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 | | $ | - | | | $ | - | | | $ | - | |
(The Accompanying Notes are an Integral Part of These Financial Statements)
ORO Capital Corporation
Statement of Changes in Stockholders’ Deficit
(An Exploration Stage Company)
From Inception, December 29, 2010, to July 31, 2012
| | 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 | ) |
(The Accompanying Notes are an Integral Part of These Financial Statements)
ORO Capital Corporation
(An Exploration Stage Company)
Notes to the Financial Statements
NOTE 1 – NATURE OF OPERATIONS
DESCRIPTION OF BUSINESS AND HISTORY
The Company was incorporated on December 29, 2010 in the State of Nevada. The Company is an exploration stage corporation. An exploration stage corporation is one engaged in the search for mineral deposits or reserves which are not in either the exploration or production stage. The Company intends to explore for diamond-bearing kimberlite on its mining property.
The Company does not have any revenues and has incurred losses since inception. Currently, the Company has no operations, has been issued a going concern opinion and relies upon the sale of our securities and loans from its sole officer and director to fund operations.
NATURE OF OPERATIONS
GOING CONCERN - These financial statements have been prepared on a going concern basis, which implies ORO Capital Corporation will continue to meet its obligations and continue its operations for the next fiscal year. Realization value may be substantially different from carrying values as shown and these financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should ORO Capital Corporation be unable to continue as a going concern. As at July 31, 2012 ORO Capital Corporation has a working capital deficiency, has not generated revenues and has accumulated losses of $25,047 (2011: $8,847) since inception. The continuation of ORO Capital Corporation as a going concern is dependent upon the continued financial support from its shareholders, the ability of ORO Capital Corporation to obtain necessary equity financing to continue operations, and the attainment of profitable operations. These factors raise substantial doubt regarding the ORO Capital Corporation’ ability to continue as a going concern.
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF PRESENTATION -These financial statements and related notes are presented in accordance with accounting principles generally accepted in the United States, and are expressed in U.S. dollars. The Company’s fiscal year-end is July 31.
USE OF ESTIMATES - The preparation of financial statements in accordance with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of net revenue and expenses in the reporting period. We regularly evaluate our estimates and assumptions related to the useful life and recoverability of long-lived assets, stock-based compensation and deferred income tax asset valuation allowances. We base our estimates and assumptions on current facts, historical experience and various other factors that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by us July differ materially and adversely from our estimates. To the extent there are material differences between our estimates and the actual results, our future results of operations will be affected.
CASH AND CASH EQUIVALENTS - The Company considers all highly liquid instruments with original maturities of three months or less when acquired, to be cash equivalents. We had no cash equivalents at July 31, 2012 or July 31, 2011.
IMPAIRMENT POLICY – In 2011, the Company paid $6,000 for the mining project. At July 31, 2012, the Company did an assessment of whether this payment would meet the characteristics required to record it as an asset at year-end and determined that an impairment charge of $6,000 should be reflected as of July 31, 2012 because the Company could not substantiate that there would be a future economic benefit arising from this payment.
ORO Capital Corporation
(An Exploration Stage Company)
Notes to the Financial Statements
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – Continued
IMPUTED INTEREST – The Company calculates imputed interest expense at an interest rate of 8% (2011: 8%) per annum.
INCOME TAXES - The Company accounts for income taxes under the provisions issued by the FASB which requires recognition of deferred tax liabilities and assets for the expected future tax consequences of events that have been included in the consolidated financial statements or tax returns. Under this method, deferred tax liabilities and assets are determined based on the difference between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The Company computes tax asset benefits for net operating losses carried forward. The potential benefit of net operating losses has not been recognized in these financial statements because the Company cannot be assured it is more likely than not it will utilize the net operating losses carried forward in future years.
LOSS PER COMMON SHARE - The Company reports net loss per share in accordance with provisions of the FASB. The provisions require dual presentation of basic and diluted loss per share. Basic net loss per share excludes the impact of common stock equivalents. Diluted net loss per share utilizes the average market price per share when applying the treasury stock method in determining common stock equivalents. As of July 31, 2012 and 2011, there were no common stock equivalents outstanding.
FAIR VALUE OF FINANCIAL INSTRUMENTS - Pursuant to ASC No. 820, “Fair Value Measurements and Disclosures”, the Company is required to estimate the fair value of all financial instruments included on its balance sheet as of July 31, 2012 and 2011. The Company’s financial instruments consist of cash. The Company considers the carrying value of such amounts in the financial statements to approximate their fair value due to the short-term nature of these financial instruments.
RECENTLY ISSUED ACCOUNTING STANDARDS - In January 2011, the FASB issued Accounting Standards Update 2011-02, Consolidation (Topic 810): Accounting and Reporting for Decreases in Ownership of a Subsidiary. This amendment to Topic 810 clarifies, but does not change, the scope of current US GAAP. It clarifies the decrease in ownership provisions of Subtopic 810-10 and removes the potential conflict between guidance in that Subtopic and asset derecognition and gain or loss recognition guidance that July exist in other US GAAP. An entity will be required to follow the amended guidance beginning in the period that it first adopts FAS 160 (now included in Subtopic 810-10). For those entities that have already adopted FAS 160, the amendments are effective at the beginning of the first interim or annual reporting period ending on or after December 15, 2009. The amendments should be applied retrospectively to the first period that an entity adopted FAS 160. The Company does not expect the provisions of ASU 2011-02 to have a material effect on the financial position, results of operations or cash flows of the Company.
In January 2011, the FASB issued Accounting Standards Update 2011-01, Equity (Topic 505): Accounting for Distributions to Shareholders with Components of Stock and Cash (A Consensus of the FASB Emerging Issues Task Force). This amendment to Topic 505 clarifies the stock portion of a distribution to shareholders that allows them to elect to receive cash or stock with a limit on the amount of cash that will be distributed is not a stock dividend for purposes of applying Topics 505 and 260. Effective for interim and annual periods ending on or after December 15, 2009, and would be applied on a retrospective basis. The Company does not expect the provisions of ASU 2011-01 to have a material effect on the financial position, results of operations or cash flows of the Company.
In October 2012, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2012-04, “Technical Corrections and Improvements” in Accounting Standards Update No. 2012-04. The amendments in this update cover a wide range of Topics in the Accounting Standards Codification. These amendments include technical corrections and improvements to the Accounting Standards Codification and conforming amendments related to fair value measurements. The amendments in this update will be effective for fiscal periods beginning after December 15, 2012. The adoption of ASU 2012-04 is not expected to have a material impact on our financial position or results of operations.
In August 2012, the FASB issued ASU 2012-03, “Technical Amendments and Corrections to SEC Sections: Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin (SAB) No. 114, Technical Amendments Pursuant to SEC Release No. 33-9250, and Corrections Related to FASB Accounting Standards Update 2010-22 (SEC Update)” in Accounting Standards Update No. 2012-03. This update amends various SEC paragraphs pursuant to the issuance of SAB No. 114. The adoption of ASU 2012-03 is not expected to have a material impact on our financial position or results of operations.
ORO Capital Corporation
(An Exploration Stage Company)
Notes to the Financial Statements
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Continued
On July 2012, the FASB issued ASU 2012-02, “Intangibles – Goodwill and Other (Topic 350): Testing Indefinite – Lived Intangible Assets for Impairment” in Accounting Standards Update No. 2012-02. This update amends ASU 2011-08, Intangibles – Goodwill and Other (Topic 350): Testing Indefinite-Lived Intangible Assets for Impairment and permits an entity first to assess qualitative factors to determine whether it is more likely than not that an indefinite-lived intangible asset is impaired as a basis for determining whether it is necessary to perform the quantitative impairment test in accordance with Subtopic 350-30, Intangibles, Goodwill and Other – General Intangibles Other than Goodwill. The amendments are effective for annual and interim impairment tests performed for fiscal years beginning after September 15, 2012. Early adoption is permitted, including for annual and interim impairment tests performed as of a date before July 27, 2012, if a public entity’s financial statements for the most recent annual or interim period have not yet been issued or, for nonpublic entities, have not yet been made available for issuance. The adoption of ASU 2012-02 is not expected to have a material impact on our financial position or results of operations.
In December 2011, the FASB issued ASU 2011-12, “Deferral of the Effective Date for Amendments to the Presentation of Reclassifications of Items out of Accumulated other Comprehensive Income” in Accounting Standards Update No. 2011-05. This update defers the requirement to present items that are reclassified from accumulated other comprehensive income to net income in both the statement of income where net income is presented and the statement where other comprehensive income is presented. The adoption of ASU 2011-2 is not expected to have a material impact on our financial position or results of operations.
In December 2011, the FASB issued ASU No. 2011-11 “Balance Sheet: Disclosures about Offsetting Assets and Liabilities” (“ASU 2011-11”). This Update requires an entity to disclose information about offsetting and related arrangements to enable users of its financial statements to understand the effect of those arrangements on its financial position. The objective of this disclosure is to facilitate comparison between those entities that prepare their financial statement on the basis of U.S. GAAP and those entities that prepare their financial statement on the basis of IFRS. The amended guidance is effective for annual reporting periods beginning on or after January 1, 2013, and interim periods within those annual periods. The Company is currently evaluating the impact, if any, that the adoption of this pronouncement may have on its results of operations or financial position.
NOTE 3 –MINING CLAIM
The Company intends to conduct exploration activities on the Shipman Diamond Project, which is located 50 kilometers northeast of Prince Albert, Saskatchewan, Canada and 2 kilometers north of the village of Shipman. The Shipman diamond project lies at the north end of the prolific Fort a la Corne kimberlite field. It consists of a single claim of 256 hectares. The property is directly north of staked ground (as of September 1, 2011) known to contain diamond-bearing kimberlite bodies. The property lies aligning a NNW-SSE trend of those kimberlite bodies, and these bodies lie along the eastern slope of a magnetic/gravity anomaly which may represent a deep penetrating fault system which would be favorable for movement of a kimberlite body to the paleosurface.
Oro Capital Corporation has acquired a 100% interest in the Project. The deposit for this mining claim was $6,000 USD and the impairment recognized was $6,000 USD.
It is therefore recommended that the following steps be carried out to test for diamond-bearing kimberlites within the project. Phase 1 would consist of a ground-based magnetometer survey over the claim and is estimated to cost $10,000USD.
Based on results of the Phase 1 work a Phase 2 program would be initiated to provide additional information. This exploration program would consist of a gravity survey to test the best targets determined from the Phase 1 work. The estimated cost of the Phase 2 program is $20,000USD.
Upon the completion of Phases 1 and 2, and based on positive results, a diamond drill program would be initiated on targets generated by the first two phases of work. This would consist of approximately 1000 m of drilling. The estimated cost of the Phase 3 program is $250,000USD. Further work would be dependent on the results of the initial drilling.
ORO Capital Corporation
(An Exploration Stage Company)
Notes to the Financial Statements
NOTE 4 -INCOME TAXES
Deferred income taxes July arise from temporary differences resulting from income and expense items reported for financial accounting and tax purposes in different periods. Deferred taxes are classified as current or non-current, depending on the classification of assets and liabilities to which they relate. Deferred taxes arising from temporary differences that are not related to an asset or liability are classified as current or non-current depending on the periods in which the temporary differences are expected to reverse. The company does not have any uncertain tax positions.
The Company currently has net operating loss carryforwards aggregating $25,047 (2011: $8,847), which expire through 2030. The deferred tax asset related to the carryforwards has been fully reserved.
The Company has deferred income tax assets, which have been fully reserved, as follows as of July 31, 2012:
| | 2012 | | | 2011 | |
Deferred tax assets | | $ | 8,516 | | | $ | 3,008 | |
Valuation allowance for deferred tax assets | | | (8,516 | ) | | | (3,008 | ) |
Net deferred tax assets | | $ | - | | | $ | - | |
NOTE 5 – FAIR VALUE MEASUREMENTS
The Company adopted ASC No. 820-10 (ASC 820-10), Fair Value Measurements. ASC 820-10 relates to financial assets and financial liabilities.
ASC 820-10 defines fair value, establishes a framework for measuring fair value in accounting principles generally accepted in the United States of America (GAAP), and expands disclosures about fair value measurements. The provisions of this standard apply to other accounting pronouncements that require or permit fair value measurements and are to be applied prospectively with limited exceptions.
ASC 820-10 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. This standard is now the single source in GAAP for the definition of fair value, except for the fair value of leased property as defined in SFAS 13. ASC 820-10 establishes a fair value hierarchy that distinguishes between (1) market participant assumptions developed based on market data obtained from independent sources (observable inputs) and (2) an entity’s own assumptions, about market participant assumptions, that are developed based on the best information available in the circumstances (unobservable inputs). The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy under ASC 820-10 are described below:
• | 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.) |
ORO Capital Corporation
(An Exploration Stage Company)
Notes to the Financial Statements
NOTE 5 – FAIR VALUE MEASUREMENTS – Continued
The following presents the Company's fair value hierarchy for those assets and liabilities measured at fair value on a non-recurring basis as of July 31, 2012 and 2011:
Level 1: None
Level 2: None
Level 3: None
Total Gain (Losses): None
NOTE 6 - RELATED PARTY TRANSACTIONS
During the year ended July 31, 2012 the Company recognized a total of $6,000 (2011: $3,500) for rent and services from directors for rent at $250 per month and at $250 per month for consulting services provided by the President and Director of the Company. These amounts were agreed on and deemed to be reasonable by respective parties for rent and services provided. These transactions are recorded at the exchange amount which is the amount agreed to by the transacting parties.
A director has advanced funds to us for our legal, audit, filing fees, general office administration and cash needs. As of July 31, 2012 and 2011, the director has advanced a total of $15,000.
IMPUTED INTEREST EXPENSE – Prior to the current year, our president had advanced $15,000 in the form on a non-interest bearing loan. An imputed interest of $1,200 was, therefore, deemed to have been incurred in the current fiscal year ended on July 31, 2012 and an imputed interest of $347 was incurred in the fiscal year ended July 31, 2011, which was calculated using an interest rate of 8% (eight percent) which is the interest rate that was payable on comparable notes and advances that we have recently incurred. For the period December 29, 2010 (inception) through July 31, 2012, Oro Capital has incurred a total of $1,547 on imputed interest expenses.
NOTE 7 - COMMON STOCK
As of July 31, 2012, ORO Capital Corporation has issued 5,000,000 common shares. . The stock was issued as founders shares on December 29, 2010 in consideration of founder’s service to the company pursuant to an exemption from registration contained in Regulation S of the General Rules and Regulations promulgated under the Securities Act of 1933. On January 7, 2011 the original founder of Oro Capital Corporation resigned and transferred 5,000,000 common restricted shares to Mr. Aaron, our current president, for a cash consideration of $500USD.
NOTE 8 – SUBSEQUENT EVENTS
The Company had no reportable subsequent events after July 31, 2012 through the date the financial statements were issued.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 23. Changes in and Disagreements with Accountants on Accounting and Financial Issues.
There have not been any disagreements with the auditor on any audit or accounting issues.
Item 24. Indemnification of Directors and Officers.
Our articles of incorporation provide that we will indemnify any person who is or was a director, officer, employee, agent or fiduciary of our company to the fullest extent permitted by applicable law. Nevada law permits a Nevada corporation to indemnify its directors, officers, employees and agents against liabilities and expenses they may incur in such capacities in connection with any proceeding in which they may be involved, if (i) such director or officer is not liable to the corporation or its stockholders due to the fact that his or her acts or omissions constituted a breach of his or her fiduciary duties as a director or officer and the breach of those duties involved intentional misconduct, fraud or a knowing violation of law, or (ii) he or she acted in good faith and in a manner reasonably believed to be in or not opposed to the best interests of our company, or that with respect to any criminal action or proceeding, he or she had no reasonable cause to believe that his or her conduct was unlawful.
In addition, our bylaws include provisions to indemnify its officers and directors and other persons against expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred in connection with the action, suit or proceeding against such persons by reason of serving or having served as officers, directors, or in other capacities, if such person either is not liable pursuant to Nevada Revised Statutes 78.138 or acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of our company, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendre or its equivalent will not, of itself, create a presumption that the person is liable pursuant to Nevada Revised Statutes 78.138 or did not act in good faith and in a manner which such person reasonably believed to be in or not opposed to the best interests of our company and, with respect to any criminal action or proceeding, had reasonable cause to believe that such person's conduct was unlawful.
Item 25. Other Expenses of Issuance and Distribution.
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 | |
* Estimated Figures
(1) Includes costs for Edgar filings and all other costs anticipated.
Item 26. Recent Sales of Securities.
As of the year end July 31, 2012 we had additional paid in capital of $10,997 and $14,597 for the six months ended January 31, 2013.
We believe this was a private placement within the meaning of the rules and regulations under the Securities Act. Mr. Aaron is a non US Person as defined in Regulation S and he was acquiring the shares of our common stock for investment purposes and not with a view to any public resale or other distribution in violation of the Securities Act of 1933 or the securities laws of any state. In addition, the stock certificate representing these shares contained a legend that they are restricted securities under the Securities Act of 1933. These securities may not be offered or sold in the United States in the absence of an effective registration statement or exemption from the registration requirements under the Securities Act.
Item 27. Exhibits.
The following is a list of Exhibits filed as part of this registration statement:
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 | | Removed |
23.3 | | |
23.4 | | |
Item 28. Undertakings.
(a) The undersigned registrant hereby undertakes to:
(1) File, during any period in which it offers and sells securities, a post-effective amendment to this prospectus to:
| (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) | IncludeTo include any additional or changed material information onwith respect to the plan of distribution.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. |
(2) For determining liability under the Securities Act, treat each post-effective amendment as a new registration statement of the securities offered, and the offering of the securities at that time to be the initial bona fide offering.
(3) File a post-effective amendment to remove from registration any of the securities that remain unsold at the end of the offering.
(4) For determining liability of the undersigned small business issuer under the Securities Act to any purchaser in the initial distribution of the securities, the undersigned small business issuer undertakes that in a primary offering of securities of the undersigned small business issuer pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned small business issuer will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:
| (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. |
(b) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the small business issuer pursuant to the foregoing provisions, or otherwise, the small business issuer has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.
(c) Each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.
In the event that a claim for indemnification against such liabilities (other than the payment by the small business issuer of expenses incurred or paid by a director, officer or controlling person of the small business issuer in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the small business issuer will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
SIGNATURES
In accordance with the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all the requirements of filing of Form S-1 and authorized this registration statement to be signed on its behalf by the undersigned, in the City of Cape Town on April 30, 2013.May 28, 2013 .
| Oro Capital Corporation | |
| | |
| | |
| | | |
| By: | /s/ Danny Aaron | |
| | By: Danny Aaron | |
| | Title: President & CEO, Director | |
In accordance with the requirements of the Securities Act of 1933, this registration statement was signed by the following persons in the capacities and on the date stated.
| By: | /s/ Danny Aaron | |
| | By: Danny Aaron | |
| | Title: President, CFO and CEO, Director | |
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