|
Large Accelerated Filer ¨
|
Accelerated Filer ¨
|
Non-Accelerated Filer ¨
(Do not check if a smaller
reporting company)
|
Smaller Reporting Company x
|
|
Page(s)
|
||||
|
PART I – FINANCIAL INFORMATION:
|
||||
|
Item 1.
|
1
|
|||
|
1
|
||||
|
2
|
||||
|
3
|
||||
|
4
|
||||
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Item 2.
|
6
|
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Item 3.
|
7
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Item 4.
|
7
|
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PART II – OTHER INFORMATION:
|
||||
|
Item 1.
|
8
|
|||
|
Item 1A.
|
8
|
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|
Item 2.
|
8
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Item 3.
|
8
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Item 4.
|
8
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Item 5.
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8
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Item 6.
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8
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|
9
|
||||
|
September 30,
|
December 31,
|
|||||||
|
2012
|
2011
|
|||||||
|
ASSETS
|
||||||||
|
Current assets:
|
||||||||
|
Cash
|
$
|
64,881
|
$
|
83,633
|
||||
|
Other current assets
|
2,480
|
192
|
||||||
|
Total current assets
|
67,361
|
83,825
|
||||||
|
Property and equipment, net of depreciation of $60,303 and $29,611
|
232,067
|
254,163
|
||||||
|
TOTAL ASSETS
|
$
|
299,428
|
$
|
337,988
|
||||
|
LIABILITIES AND STOCKHOLDERS' DEFICIT
|
||||||||
|
Current liabilities:
|
||||||||
|
Accounts payable
|
$
|
42,959
|
$
|
3,925
|
||||
|
Short-term note payable to shareholder
|
82,000
|
82,000
|
||||||
|
Convertible note payable
|
199,169
|
199,169
|
||||||
|
Accrued liabilities
|
50,987
|
12,619
|
||||||
|
Advances-related party
|
297,432
|
118,448
|
||||||
|
Total current liabilities
|
672,547
|
416,161
|
||||||
|
STOCKHOLDERS' DEFICIT
|
||||||||
|
Preferred stock, $.0001 par value per share, 10,000,000 shares
authorized; no shares issued and outstanding
|
-
|
-
|
||||||
|
Common stock, $.0001 par value per share, 100,000,000 shares authorized;
27,964,190 and 27,916,440 shares issued and outstanding at September 30, 2012
and December 31, 2011, respectively
|
2,796
|
2,792
|
||||||
|
Additional paid-in capital
|
2,112,032
|
1,820,703
|
||||||
|
Accumulated deficit
|
(2,488,885
|
)
|
(1,910,151
|
)
|
||||
|
Accumulated other comprehensive income
|
938
|
8,483
|
||||||
|
TOTAL STOCKHOLDERS' DEFICIT
|
(373,119
|
)
|
(78,173
|
)
|
||||
|
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT
|
$
|
299,428
|
$
|
337,988
|
||||
|
February 15,
|
||||||||||||||||||||
|
2008
|
||||||||||||||||||||
|
(Inception)
|
||||||||||||||||||||
|
Through
|
||||||||||||||||||||
|
Three Months ended September 30,
|
Nine Months ended September 30,
|
September 30,
|
||||||||||||||||||
|
2012
|
2011
|
2012
|
2011
|
2012
|
||||||||||||||||
|
Operating expenses:
|
||||||||||||||||||||
|
General and administrative
|
$
|
211,203
|
$
|
295,998
|
$
|
570,347
|
$
|
652,967
|
$
|
1,893,908
|
||||||||||
|
Exploration costs
|
-
|
85,726
|
-
|
641,701
|
577,417
|
|||||||||||||||
|
Total operating expenses
|
211,203
|
381,724
|
570,347
|
1,294,668
|
2,471,325
|
|||||||||||||||
|
Other income (expense):
|
||||||||||||||||||||
|
Interest expense
|
(3,012
|
)
|
(3,035
|
)
|
(9,045
|
)
|
(9,024
|
)
|
(25,852
|
)
|
||||||||||
|
Foreign currency gain (loss)
|
355
|
8,479
|
658
|
54,110
|
(20,388
|
)
|
||||||||||||||
|
Gain on disposal of assets
|
-
|
-
|
-
|
-
|
28,680
|
|||||||||||||||
|
Total other income (expense)
|
(2,657
|
)
|
5,444
|
(8,387
|
)
|
45,086
|
(17,560
|
)
|
||||||||||||
|
Net loss
|
(213,860
|
)
|
(376,280
|
)
|
(578,734
|
)
|
(1,249,582
|
)
|
(2,488,885
|
)
|
||||||||||
|
Other comprehensive income (loss),
|
||||||||||||||||||||
|
Foreign currency translation adjustment
|
(1,802
|
)
|
-
|
(7,545
|
)
|
-
|
938
|
|||||||||||||
|
Comprehensive loss
|
$
|
(215,662
|
)
|
$
|
(376,280
|
)
|
$
|
(586,279
|
)
|
$
|
(1,249,582
|
)
|
$
|
(2,487,947
|
)
|
|||||
|
Basic earnings (loss) per share - Basic and diluted
|
$
|
(0.01
|
)
|
$
|
(0.01
|
)
|
$
|
(0.02
|
)
|
$
|
(0.05
|
)
|
||||||||
|
Weighted average number of common shares outstanding
|
27,923,212
|
27,240,886
|
27,918,714
|
27,342,038
|
||||||||||||||||
|
February 18,
|
||||||||||||
|
2008
|
||||||||||||
|
(Inception)
|
||||||||||||
|
Through
|
||||||||||||
|
Nine Months ended September 30,
|
September 30,
|
|||||||||||
|
2012
|
2011
|
2012
|
||||||||||
|
CASH FLOW FROM OPERATING ACTIVITES:
|
||||||||||||
|
Net loss
|
$
|
(578,734
|
)
|
$
|
(1,249,582
|
)
|
$
|
(2,488,885
|
)
|
|||
|
Adjustments to reconcile net loss to net cash used in operating activities:
|
||||||||||||
|
Depreciation
|
30,692
|
28,200
|
68,392
|
|||||||||
|
Gain on disposal of assets
|
-
|
-
|
(28,680
|
)
|
||||||||
|
Share-based compensation
|
187,083
|
180,970
|
432,450
|
|||||||||
|
Changes in operating assets and liabilities:
|
||||||||||||
|
Other current assets
|
(1,988
|
)
|
1,231
|
(2,179
|
)
|
|||||||
|
Accounts payable
|
39,034
|
48,101
|
42,959
|
|||||||||
|
Accrued liabilities
|
38,368
|
9,240
|
55,429
|
|||||||||
|
Net cash used in operating activities
|
(285,545
|
)
|
(981,840
|
)
|
(1,920,514
|
)
|
||||||
|
CASH FLOW USED IN INVESTING ACTIVITES,
|
||||||||||||
|
Purchases of property and equipment
|
(8,596
|
)
|
-
|
(72,611
|
)
|
|||||||
|
CASH FLOW FROM FINANCING ACTIVITIES:
|
||||||||||||
|
Proceeds from issuance of common stock
|
103,950
|
1,059,000
|
1,674,635
|
|||||||||
|
Proceeds from short-term note
|
-
|
-
|
82,000
|
|||||||||
|
Net proceeds from shareholder advances
|
178,984
|
143,970
|
300,433
|
|||||||||
|
Net cash provided by financing activities
|
282,934
|
1,202,970
|
2,057,068
|
|||||||||
|
Effect of exchange rate on cash
|
(7,545
|
)
|
-
|
938
|
||||||||
|
NET INCREASE (DECREASE) IN CASH
|
(18,752
|
)
|
221,130
|
64,881
|
||||||||
|
CASH AT BEGINNING OF PERIOD
|
83,633
|
126,355
|
-
|
|||||||||
|
CASH AT END OF PERIOD
|
$
|
64,881
|
$
|
347,485
|
$
|
64,881
|
||||||
|
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
|
||||||||||||
|
Interest paid
|
$
|
-
|
$
|
-
|
$
|
4,100
|
||||||
|
NON-CASH INVESTING AND FINANCING ACTIVITIES:
|
||||||||||||
|
Subscription receivable
|
$
|
300
|
$
|
-
|
$
|
300
|
||||||
|
Note payable forgiven by shareholder
|
$
|
-
|
$
|
-
|
$
|
7,443
|
||||||
|
Equipment purchased on short-term note payable
|
$
|
-
|
$
|
-
|
$
|
199,169
|
||||||
|
Trade in of truck
|
$
|
-
|
$
|
-
|
$
|
79,682
|
||||||
|
Three months ended September 30,
|
Nine months ended September 30,
|
|||||||||||||||
|
2012
|
2011
|
2012
|
2011
|
|||||||||||||
|
(Unaudited)
|
(Unaudited)
|
|||||||||||||||
|
Total operating expenses
|
$ | (211,203 | ) | $ | (381,724 | ) | $ | (570,347 | ) | $ | (1,294,668 | ) | ||||
|
Total other income (expense)
|
(2,657 | ) | 5,444 | (8,387 | ) | 45,086 | ||||||||||
|
Net loss
|
$ | (213,860 | ) | $ | (376,280 | ) | $ | (578,734 | ) | $ | (1,249,582 | ) | ||||
|
2012
|
2011
|
|||||||
|
(Unaudited)
|
||||||||
|
Net Cash Used In Operating Activities
|
$ | (285,545 | ) | $ | (981,840 | ) | ||
|
Net Cash Used In Investing Activities
|
(8,596 | ) | - | |||||
|
Net Cash Provided By Financing Activities
|
282,934 | 1,202,970 | ||||||
|
Effect of exchange rate on cash
|
(7,545 | ) | - | |||||
|
Net increase (decrease) In Cash
|
$ | (18,752 | ) | $ | 221,130 | |||
|
Exhibit
|
Description
|
|
|
3.1.1
|
Certificate of Incorporation (1)
|
|
|
3.1.2
|
Certificate of Amendment to Certificate of Incorporation (2)
|
|
|
3.2
|
Bylaws (1)
|
|
|
31.1
|
||
|
31.2
|
||
|
32.1
|
||
|
101.INS
|
XBRL Instance Document *
|
|
|
101.SCH
|
XBRL Taxonomy Extension Schema Document. *
|
|
|
101.CAL
|
XBRL Taxonomy Extension Calculation Linkbase Document *
|
|
|
101.DEF
|
XBRL Taxonomy Extension Definition Linkbase Document *
|
|
|
101.LAB
|
XBRL Taxonomy Extension Labels Linkbase Document *
|
|
|
101.PRE
|
XBRL Taxonomy Extension Presentation Linkbase Document *
|
|
Dated: November 6, 2012
|
||
|
ORO EAST MINING, INC.
(Registrant)
|
||
|
By:
|
/s/ Tian Q Chen
|
|
|
Chief Executive Officer
|
||
|
(Principal Executive Officer and Principal
Financial and Accounting Officer)
|
||
|
Exhibit
|
Description
|
|
|
3.1.1
|
Certificate of Incorporation (1)
|
|
|
3.1.2
|
Certificate of Amendment to Certificate of Incorporation (2)
|
|
|
3.2
|
Bylaws (1)
|
|
|
31.1
|
||
|
31.2
|
||
|
32.1
|
||
|
101.INS
|
XBRL Instance Document *
|
|
|
101.SCH
|
XBRL Taxonomy Extension Schema Document. *
|
|
|
101.CAL
|
XBRL Taxonomy Extension Calculation Linkbase Document *
|
|
|
101.DEF
|
XBRL Taxonomy Extension Definition Linkbase Document *
|
|
|
101.LAB
|
XBRL Taxonomy Extension Labels Linkbase Document *
|
|
|
101.PRE
|
XBRL Taxonomy Extension Presentation Linkbase Document *
|
|
1.
|
I have reviewed this Form 10-Q for the period ended September 30, 2012 of Oro East Mining, Inc.;
|
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
|
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
|
c.
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
|
d.
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
|
5.
|
I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant's auditors and the registrant's board of directors (or persons performing the equivalent functions):
|
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
|
Date: November 6, 2012
|
|
|
/s/ Tian Q Chen
|
|
|
Tian Q Chen
|
|
|
Chief Executive Officer
|
|
1.
|
I have reviewed this Form 10-Q for the period ended September 30, 2012 of Oro East Mining, Inc.;
|
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
|
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
|
c.
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
|
d.
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
|
5.
|
I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant's auditors and the registrant's board of directors (or persons performing the equivalent functions):
|
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
|
Date: November 6, 2012
|
|
|
/s/ Tian Q Chen
|
|
|
Tian Q Chen
|
|
|
Chief Executive Officer
|
|
|
(and Principal Financial and Accounting Officer)
|
|
/s/ Tian Q Chen
|
||
|
Tian Q Chen
|
||
|
Chief Executive Officer (and Principal Financial and Accounting Officer)
|
|
Accounting Policies, by Policy (Policies)
|
9 Months Ended |
|---|---|
|
Sep. 30, 2012
|
|
| Consolidation, Policy [Policy Text Block] | Basis
of Consolidation
The
consolidated financial statements include the accounts of the
Company and its wholly-owned subsidiaries. All
significant intercompany accounts and transactions have been
eliminated. |
| Basis of Accounting, Policy [Policy Text Block] | Basis
of Presentation
The
accompanying interim consolidated financial statements are
unaudited and have been prepared in accordance with
accounting principles generally accepted in the United States
of America and the rules of the Securities and Exchange
Commission. In the opinion of management, all adjustments for
a fair statement of the results and operations and financial
position for the interim periods presented have been
included. All such adjustments are of a normal recurring
nature. The September 30, 2012 interim
consolidated financial statements presented herein may not be
indicative of the results of the Company for the year ending
December 31, 2012. These unaudited interim consolidated
financial statements should be read in conjunction with the
consolidated financial statements and related notes included
in our Annual Report on Form 10-K for the fiscal year ended
December 31, 2011 filed with the SEC on March 30,
2012 |
| Share-based Compensation, Option and Incentive Plans Policy [Policy Text Block] | Share-based
Compensation
The
Company recognizes the services received in a share-based
payment transaction as the services are received. The
services received are measured at the fair value of the
equity instruments issued. |
| Liquidity Disclosure [Policy Text Block] | Going
Concern
The
accompanying interim consolidated financial statements have
been prepared on a going concern basis, which assumes the
Company will realize its assets and discharge its liabilities
in the normal course of business. As reflected in the
accompanying interim consolidated financial statements, the
Company has a negative deficit accumulated during the
exploration stage of $2,488,885 and has negative working
capital of $605,186 at September 30, 2012. The
Company’s ability to continue as a going concern is
dependent upon its ability to generate future profitable
operations and/or to obtain the necessary financing to meet
its obligations and repay its liabilities arising from normal
business operations when they come due. Management’s
plan includes obtaining additional funds by equity financing
and/or related party advances, but there is no assurance of
additional funding being available. These conditions raise
substantial doubt about the Company’s ability to
continue as a going concern. The accompanying interim
consolidated financial statements do not include any
adjustments that might arise as a result of this
uncertainty. |
| Reclassification, Policy [Policy Text Block] | Reclassification
Certain
prior year amounts have been reclassified to conform with
current year presentation. |
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|
NOTE 3 EQUITY
|
9 Months Ended |
|---|---|
|
Sep. 30, 2012
|
|
| Stockholders' Equity Note Disclosure [Text Block] |
NOTE
3 EQUITY
During
fiscal 2011 and 2010, the Company entered into consulting
agreements with two companies to issue up to 24,440 and
225,000 common shares respectively for services to be
received over periods of two years each. The shares are
forfeitable if the services are not provided. The shares were
valued at $2 per share for a total of $498,880. During the
nine months ended September 30, 2012, the Company recognized
$187,083 in share based compensation related to the
consulting services.
During
the three months ended September 30, 2012, the Company issued
34,650 common shares at $3 per share for $103,950. The
Company issued 100 common shares at $3 per share for $300;
the proceeds were received subsequent to September 30, 2012
and have been accounted for as a subscription
receivable. The Company also issued 13,000 common
shares to a company for consulting services as discussed in
the preceding paragraph.
|