10-Q 1 oroeast10q033116.htm 10-Q

 U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 

 
FORM 10-Q

 
x QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2016

¨ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                       to                      

Commission file number 000-53136

Oro East Mining, Inc.

Delaware
(State or other jurisdiction of incorporation or organization)

26-2012582
(I.R.S. Employer Identification Number)

7817 Oakport Street, Suite 205, Oakland, CA 94621
(Address of Principal Offices)
 
(510) 638-5000
(Issuer’s Telephone Number)
  
                                                                                                                                
(Former name, former address and former fiscal year, if changed since last report)
 
Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes ☒ No 
 
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Yes     No 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
 
Large Accelerated Filer 
Accelerated Filer 
Non-Accelerated Filer 
(Do not check if a smaller
reporting company)
Smaller Reporting Company 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes ¨ No 
 
APPLICABLE ONLY TO CORPORATE ISSUERS
 
State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date: 581,933,800 shares of common stock, par value $.0001 per share, outstanding as of May 10, 2016. 

 
ORO EAST MINING, INC.
 
Table of Contents -

 
 
 
Page(s)
 
PART I – FINANCIAL INFORMATION:
 
 
 
 
 
 
 
 
Item 1.
 
1
 
 
 
 
 
 
 
 
1
 
 
 
 
 
 
 
 
2
 
 
 
 
 
 
 
 
3
 
 
 
 
 
 
 
 
4
 
 
 
 
 
 
Item 2.
 
7
 
 
 
 
 
 
Item 3.
 
8
 
 
 
 
 
 
Item 4.
 
8
 
 
 
 
 
 
PART II – OTHER INFORMATION:
 
 
 
 
 
 
 
 
Item 1.
 
9
 
 
 
 
 
 
Item 1A.
 
9
 
 
 
 
 
 
Item 2.
 
9
 
 
 
 
 
 
Item 3.
 
9
 
 
 
 
 
 
Item 4.
 
9
 
 
 
 
 
 
Item 5.
 
9
 
 
 
 
 
 
Item 6.
 
9
 
 
 
 
 
 
 
10
 
 
 
 
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q of Oro East Mining, Inc., a Delaware corporation (the “Company”), contains “forward-looking statements,” as defined in the United States Private Securities Litigation Reform Act of 1995.  In some cases, you can identify forward-looking statements by terminology such as “may”, “will”, “should”, “could”, “expects”, “plans”, “intends”, “anticipates”, “believes”, “estimates”, “predicts”, “potential” or “continue” or the negative of such terms and other comparable terminology.  These forward-looking statements include, without limitation, statements about our market opportunity, our strategies, competition, expected activities and expenditures as we pursue our business plan, and the adequacy of our available cash resources.  Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements.  Actual results may differ materially from the predictions discussed in these forward-looking statements.  The economic environment within which we operate could materially affect our actual results. Additional factors that could materially affect these forward-looking statements and/or predictions include, among other things: the volatility of minerals prices, the possibility that exploration efforts will not yield economically recoverable quantities of minerals, accidents and other risks associated with mineral exploration and development operations, the risk that the Company will encounter unanticipated geological factors, the Company’s need for and ability to obtain additional financing, the possibility that the Company may not be able to secure permitting and other governmental clearances necessary to carry out the Company’s exploration and development plans, the exercise of the approximately 81% control the Company’s voting securities the Company’s Chief Executive Officer, Tian Qing Chen, holds, other factors over which we have little or no control; and other factors discussed in the Company’s filings with the Securities and Exchange Commission (“SEC”).

Our management has included projections and estimates in this Form 10-Q, which are based primarily on management’s experience in the industry, assessments of our results of operations, discussions and negotiations with third parties and a review of information filed by our competitors with the SEC or otherwise publicly available.  We caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made.  We disclaim any obligation subsequently to revise any forward-looking statements to reflect events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events.
 
 
 
 
 
PART I — FINANCIAL INFORMATION
  
Item 1.             FINANCIAL STATEMENTS

ORO EAST MINING, INC.
CONSOLIDATED BALANCE SHEETS
(Unaudited)
 
 
 
March 31,
   
December 31,
 
 
 
2016
   
2015
 
ASSETS
           
Current assets:
           
Cash
 
$
24,443
   
$
7,149
 
Inventories
   
18,734
     
18,734
 
Prepaid expenses
   
43,693
     
43,693
 
Other current assets
   
127,421
     
127,421
 
Total current assets
   
214,291
     
196,997
 
Property and equipment, net of accumulated depreciation of $273,022 and $239,758, respectively
   
492,357
     
525,621
 
TOTAL ASSETS
 
$
706,648
   
$
722,618
 
 
               
LIABILITIES AND STOCKHOLDERS' DEFICIT
               
Current liabilities:
               
Current portion of long-term debt
 
$
12,197
   
$
16,838
 
Current portion of capital lease obligation
   
2,020
     
3,171
 
Accounts payable
   
103,735
     
87,018
 
Short-term notes payable
   
1,100,000
     
1,100,000
 
Convertible note payable, net of unamortized discount of $0 and $1,250, respectively
   
1,687,000
     
1,595,750
 
Other accrued liabilities
   
684,167
     
537,859
 
Advances-related party
   
218,415
     
217,851
 
Total current liabilities
   
3,807,534
     
3,558,487
 
TOTAL LIABILITIES
   
3,807,534
     
3,558,487
 
 
               
COMMITMENTS AND CONTINGENCIES
   
-
     
-
 
 
               
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, 2,000,000,000 shares
       authorized; 581,933,800 and 581,873,800 shares issued
       and outstanding, respectively
   
58,193
     
58,187
 
Additional paid-in capital
   
6,873,762
     
6,768,264
 
Accumulated deficit
   
(9,923,039
)
   
(9,556,698
)
Accumulated other comprehensive loss
   
(24,135
)
   
(24,135
)
Total Oro East Mining Inc. stockholders’ deficit
   
(3,015,219
)
   
(2,754,382
)
Noncontrolling interest
   
(85,667
)
   
(81,487
)
TOTAL STOCKHOLDERS' DEFICIT
   
(3,100,886
)
   
(2,835,869
)
 
               
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT
 
$
706,648
   
$
722,618
 

See accompanying notes to unaudited consolidated financial statements.


ORO EAST MINING, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
(Unaudited)
 
 
 
Three Months ended March 31,
 
 
 
2016
   
2015
 
Operating expenses:
           
General and administrative
   
290,106
     
314,281
 
Total operating expenses
   
290,106
     
314,281
 
 
               
Other expense:
               
Interest expense
   
(80,415
)
   
(148,620
)
Total other expense
   
(80,415
)
   
(148,620
)
 
               
Net loss
   
(370,521
)
   
(462,901
)
Net loss attributable to noncontrolling interest 
   
(4,180
)
   
(5,663
)
Net loss attributable to Oro East Mining Inc.
   
(366,341
)
   
(457,238
)
 
               
Other comprehensive income (loss),
               
Foreign currency translation adjustment
   
-
     
5
 
 
               
Comprehensive loss
 
$
(366,341
)
 
$
(457,233
)
 
               
Net loss attributable to Oro East Mining Inc. common stockholders per share - Basic and diluted
 
$
(0.00
)
 
$
(0.00
)
 
               
Weighted average number of common shares outstanding
   
581,896,877
     
581,086,422
 
 
See accompanying notes to unaudited consolidated financial statements.

 
ORO EAST MINING, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
 
 
 
Three Months ended March 31,
 
 
 
2016
   
2015
 
CASH FLOW FROM OPERATING ACTIVITIES:
           
Net loss
 
$
(370,521
)
 
$
(462,901
)
Adjustments to reconcile net loss to net cash used in operating activities:
               
Depreciation
   
33,264
     
33,264
 
Share-based compensation
   
105,504
     
88,550
 
Amortization of debt discount
   
1,250
     
73,728
 
Changes in operating assets and liabilities:
               
Prepaid expenses and other current assets
   
-
     
1,064
 
Accounts payable
   
16,717
     
(65,303
)
Accrued liabilities
   
146,308
     
36,808
 
Net cash used in operating activities
   
(67,478
)
   
(294,790
)
 
               
 
               
CASH FLOW FROM FINANCING ACTIVITIES:
               
Proceeds from convertible notes
   
90,000
     
720,000
 
Principal payments under capital lease obligation
   
(1,151
)
   
(985
)
Repayment of convertible  notes
   
-
     
(75,000
)
Repayment of long-term debt
   
(4,641
)
   
(3,479
)
Repayment of short-term notes
   
-
     
(50,000
)
Proceeds from shareholder advances
   
564
     
258
 
Repayment of shareholder advances
   
-
     
(172,686
)
Net cash provided by financing activities
   
84,772
     
418,108
 
 
               
Effect of exchange rate on cash
   
-
     
5
 
 
               
NET INCREASE IN CASH
   
17,294
     
123,323
 
 
               
CASH AT BEGINNING OF PERIOD
   
7,149
     
64,832
 
 
               
CASH AT END OF PERIOD
 
$
24,443
   
$
188,155
 
 
               
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
               
Interest paid
 
$
1,225
   
$
12,302
 
 
See accompanying notes to unaudited consolidated financial statements.
 
 
ORO EAST MINING, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 (Unaudited)
 
NOTE 1          ORGANIZATION, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 
(a)         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 March 31, 2016 interim consolidated financial statements presented herein may not be indicative of the results of the Company for the year ending December 31, 2016. 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, 2015 filed with the SEC on March 30, 2016.

(b)         Reclassification

Certain prior period amounts have been reclassified to conform with current period presentation.

NOTE 2          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 an accumulated deficit of $9,923,039 and a negative working capital of $3,593,243 at March 31, 2016. 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 and debt 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.

NOTE 3          SHORT-TERM NOTES PAYABLE

A summary of the short-term notes payable is as follows:
 
 
 
As of
March 31,
2016
   
As of
December 31,
2015
 
Fixed-rate 12% note, due October 30, 2016 (2)
 
$
100,000
   
$
100,000
 
Fixed-rate 12% note, due October 30, 2016 (2)
   
100,000
     
100,000
 
Fixed-rate 15% note, due October 30, 2016 (2)
   
800,000
     
800,000
 
Fixed-rate 12% note, due June 21, 2016 (1)
   
100,000
     
100,000
 
 
 
$
1,100,000
   
$
1,100,000
 
 
(1) The note was extended in December, 2015 from its previous maturity date
(2) The notes were extended in April 2016 from their previous maturity dates (see Note 7)
 
All notes are unsecured, and the Company has accrued interest of $260,790 as of March 31, 2016.
 

NOTE 4          CONVERTIBLE NOTES PAYABLE

A summary of the convertible notes payable, which are all held by an unrelated party, is as below:

 
 
As of
March 31,
2016
   
As of
December 31,
2015
 
Fixed-rate 12% convertible note, conversion price @$0.02/share, due October 14, 2016 (1)
 
$
500,000
   
$
500,000
 
Fixed-rate 12% convertible note, conversion price @$0.02/share, due October 14, 2016 (1)
   
20,000
     
20,000
 
Fixed-rate 12% convertible note, conversion price @$0.02/share, due October 23, 2016 (1)
   
40,000
     
40,000
 
Fixed-rate 12% convertible note, conversion price @$0.03/share, due May 17, 2016 (1)
   
30,000
     
30,000
 
Fixed-rate 12% convertible note, conversion price @$0.04/share, due June 1, 2016 (1)
   
17,000
     
17,000
 
Fixed-rate 12% convertible note, conversion price @$0.03/share, due June 10, 2016 (1)
   
10,000
     
10,000
 
Fixed-rate 8% convertible note, conversion price @$0.02/share, due July 21, 2016 (1)
   
720,000
     
720,000
 
Fixed-rate 8% convertible note, conversion price @$0.03/share, due June 30, 2016(1)
   
30,000
     
30,000
 
Fixed-rate 8% convertible note, conversion price @$0.02/share, due July 30, 2016 (1)
   
30,000
     
30,000
 
Fixed-rate 8% convertible note, conversion price @$0.02/share, due August 26, 2016 (1)
   
40,000
     
40,000
 
Fixed-rate 8% convertible note, conversion price @$0.01/share, due September 25, 2016 (1)
   
30,000
     
30,000
 
Fixed-rate 8% convertible note, conversion price @$0.02/share, due October 26, 2016 (1)
   
60,000
     
60,000
 
Fixed-rate 8% convertible note, conversion price @$0.03/share, due November 3, 2016 (1)
   
30,000
     
30,000
 
Fixed-rate 8% convertible note, conversion price @$0.03/share, due November 7, 2016 (1)
   
40,000
     
40,000
 
Fixed-rate 8% convertible note, conversion price @$0.03/share, due July 13, 2016 (2)
   
20,000
     
-
 
Fixed-rate 8% convertible note, conversion price @$0.02/share, due August 15, 2016 (2)
   
20,000
     
-
 
Fixed-rate 8% convertible note, conversion price @$0.01/share, due September 4, 2016 (2)
   
50,000
     
-
 
Total
   
1,687,000
     
1,597,000
 
Less: unamortized discount
   
-
     
(1,250
)
 
 
$
1,687,000
   
$
1,595,750
 

(1)  
The notes were extended from their previous maturity dates with the conversion price changed to the market price on the dates they were extended. All notes with maturities on or before June 30, 2016 were extended in 2015. All notes with maturities on or after July 1, 2016 but before October 1, 2016 were extended during the quarter ended March 31, 2016. All notes with maturities on or after October 1, 2016 were extended subsequent to March 31, 2016 (see Note 7). The Company analyzed the terms modification of the convertible notes under ASC 470-60, Troubled Debt Restructurings, and ASC 470-50, Extinguishment of Debt, and determined that the creditors had not granted a concession and the modifications were substantial, which qualified for Extinguishment accounting.  The Company amortized the remaining discount on the convertible notes to interest expense on the dates of the conversion.  There were no direct costs or fees associated with the terms modification of the convertible notes. The Company also analyzed the modified conversion option under ASC 815, Derivatives and Hedging, and determined that the instrument does not qualify for derivative accounting and that the instrument does not have a beneficial conversion feature and there were no losses on the debt extinguishments recorded.
(2) 
The Company analyzed the notes under ASC 815, Derivatives and Hedging, and determined that the instrument does not qualify for derivative accounting and that the instrument does not have a beneficial conversion feature.

NOTE 5          RELATED PARTY TRANSACTIONS
 
The shareholder and officer of the Company paid expenses on behalf of the Company during the three months ended March 31, 2016. As of March 31, 2016, the Company still owed the shareholder and officer the amount of $218,415. The balances are unsecured, non-interest bearing and due on demand.
 
NOTE 6          EQUITY

The Company issued a total of 60,000 common shares for services received from non-employees and recognized a total of $105,504 in share-based compensation during the three months ended March 31, 2016.

NOTE 7          SUBSEQUENT EVENTS

In April 2016, the $500,000, $20,000, $40,000 and $60,000 convertible notes were extended to October 14, 14, 23, and 26, 2016, respectively, with the conversion price all changed to $0.02/share. On May 3 and 7, 2016, the $30,000 and $40,000 convertible notes were extended to November 3 and 7, 2016, respectively, with the conversion price all changed to $0.03/share.

On April 30, 2016, the $800,000, $100,000 and $100,000 promissory notes were extended to October 30, 2016 with no change in their terms and conditions.

On April 12, 2016, the Company issued a $15,000 principal amount of 8% convertible note and due October 12, 2016. The note is unsecured and may be paid in full at any time prior to their maturity date without penalty. Upon maturity of the note, the holder may convert all outstanding principal and interest due at $0.02/share.

On May 4, 2016, the Company issued a $20,000 principal amount of 10% promissory note and due November 4, 2016. The note is unsecured and may be paid in full at any time prior to their maturity date without penalty.
 
 
Item 2.             MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS    
 
The following discussion provides information that the Company’s management believes is relevant to an assessment and understanding of our results of operations and financial condition. The discussion should be read along with the Company’s consolidated financial statements and related notes included in Part I, Item 1 of this Quarterly Report on Form 10-Q. This section includes a number of forward-looking statements that reflect our current views with respect to future events and financial performance. Forward-looking statements are often identified by words like believe, expect, estimate, anticipate, intend, project and similar expressions, or words which, by their nature, refer to future events. Undue certainty should not be placed on these forward-looking statements. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from our predictions.

Business Overview

Due to the devastating drought from the year prior, the Company has had to delay both the Carson Hill and Red Bank Mine projects. The Company, through its subsidiary Golden Steps, LLC, which was acquired on or about October 19, 2015, continues to work with Shenzhen Citic International Travel Co. Ltd. (“Shenzhen CITC”) to set up a tourist attraction along Route 49 in California, including Company-held mine sites, to offer tourists a view of the history and legacy of California gold mining. Given unforeseen setbacks in the mining industry, the Company is now seeking to expand its business strategies and generate revenue through innovative and dynamic means.

Results of Operations

The following is a summary of the Company’s operation results for the three months ended March 31, 2016 and 2015:

 
 
2016
   
2015
 
 
 
(Unaudited)
 
Total operating expenses
 
$
(290,106
)
 
$
(314,281
)
Total other expense
   
(80,415
)
   
(148,620
)
Net loss
 
$
(370,521
)
 
$
(462,901
)

Operating expenses decreased by about $24,000 for the three months ended March 31, 2016 and 2015 was due to a decrease of $24,000 in general and administrative expenses.  During the three months ended March 31, 2016 and 2015, general and administrative expenses decreased due to the decrease of about $8,000 in payroll expense, $14,000 in professional fees, and $19,000 in other operating expenses, respectively offset by about $17,000 increase in share-based compensation.

Other expenses decreased by about $68,000 during the three months ended March 31, 2016 and 2015 due to about $72,000 decrease in interest expenses for the amortization of debt discount offset by about $4,000 increase in interest expenses.
 
Liquidity and Capital Resources
 
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 an accumulated deficit of $9,923,039and a negative working capital of $3,593,243 at March 31, 2016. 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 and debt 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.

As of March 31, 2016 and December 31, 2015, the Company had a total of $706,648 and $722,618 in assets including $24,443 and $7,149 of cash, respectively.  Decrease of about $16,000 in total assets was due to $33,000 increase in accumulated depreciation, which is offset by the $17,000 increase in cash for the first three months of 2016.  The Company also had $3,807,534 and $3,558,487 current liabilities as of March 31, 2016 and December 31, 2015, respectively. Increase of about $249,000 in total current liabilities was mainly due to the increase of $91,000, $147,000 and $17,000 in convertible notes, accrued liabilities and accounts payable, and the decrease of $5,000 and $1,000 in note payable and capital lease obligation, respectively.
 

The following is a summary of the Company's cash flows provided by (used in) operating and financing activities for the three months ended March 31, 2016 and 2015:

 
 
2016
   
2015
 
 
 
(Unaudited)
 
Net Cash Used In Operating Activities
 
$
(67,478
)
 
$
(294,790
)
Net Cash Provided By Financing Activities
   
84,772
     
418,108
 
Effect Of Exchange Rate On Cash
   
-
     
5
 
Net Increase In Cash
 
$
17,294
   
$
123,323
 

Our principal sources of liquidity are our cash and the cash flow provided by the shareholder advances and debt and equity financing.  We believe that further debt and equity financing is needed to satisfy our anticipated cash requirements through the next 12 months.

Total cash increased by about $17,000 before the effect of exchange rate was mainly due to about $90,000 of cash provided by convertible note issuance, and $67,000 and $6,000 of cash used for funding the operations, repayment of debts, respectively, during the three months ended March 31, 2016.
 
Critical Accounting Policies

There have been no material changes in the critical accounting policies since December 31, 2015.
 
Off-Balance Sheet Arrangements

The Company does not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on the Company’s financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.

Item 3.             QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide information required by this Item.
 
Item 4.             CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures
 
Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of our disclosure controls and procedures, as such term is defined under Rule 13a-15(e) and Rule 15d-15(e) promulgated under the Securities Exchange Act of 1934, as amended (Exchange Act), as of March 31, 2016.   Disclosure controls and procedures means that the material information required to be included in our Securities and Exchange Commission reports is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms relating to our company, including any consolidating subsidiaries, and was made known to us by others within those entities, particularly during the period when this report was being prepared.  Based on this evaluation, our principal executive officer and principal financial officer have concluded that our disclosure controls and procedures are ineffective as of March 31, 2016.

Changes in Internal Control over Financial Reporting

There were no changes in our internal controls over financial reporting that occurred during the quarter ended March 31, 2016,  that have materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

 
PART II — OTHER INFORMATION

Item 1.             LEGAL PROCEEDINGS

On or about April 18, 2016, Oro East Mariposa, LLC and Tons Per Hour, Inc. have resolved their legal proceeding and settled the matter out of court. The complaint was originally filed by Tons Per Hour in the Superior Court of California, County of Placer, Case Number SCV0036008. A dismissal is forthcoming, pending the performance of certain settlement obligations of the parties.
 
Item 1A.          RISK FACTORS
 
As a “smaller reporting company” (as defined in Rule 12b-2 of the Exchange Act), the Company is not required to provide information required by this Item 1A.

Item 2.             UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None.

Item 3.             DEFAULTS UPON SENIOR SECURITIES

None.

Item 4.             MINE SAFETY DISCLOSURES

None.

Item 5.             OTHER INFORMATION

None. 
 
Item 6.             EXHIBITS

(a)  Exhibits required by Item 601 of Regulation SK. 
 
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)  Filed and incorporated by reference to the Company’s Registration Statement on Form 10-SB (File No. 000-53136), as filed with the Securities and Exchange Commission on March 19, 2008.

(2)  Filed and incorporated by reference to the Company’s Form 8-K (File No. 000-53136), as filed with the Securities and Exchange Commission on June 17, 2014.

*           Filed herewith
 

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

Dated: May 12, 2016
 
 
ORO EAST MINING, INC.
              (Registrant)
 
 
 
 
 
 
By:
/s/ Tian Q. Chen
 
 
Name:  Tian Q. Chen
Title:    Chief Executive Officer
 
(Principal Executive Officer and Principal
Accounting and Financial Officer)

 
 
 
EXHIBIT INDEX
 
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)  Filed and incorporated by reference to the Company’s Registration Statement on Form 10-SB (File No. 000-53136), as filed with the Securities and Exchange Commission on March 19, 2008.

(2)  Filed and incorporated by reference to the Company’s Form 8-K (File No. 000-53136), as filed with the Securities and Exchange Commission on June 17, 2014.
 
*           Filed herewith
 
 
 
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