You should read the following discussion of our financial condition and results of operations in conjunction with the financial statements and the notes thereto included elsewhere in the Form 10-Q. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to these differences include those discussed below and elsewhere in this Form 10-Q, particularly in the sections titled "Risk Factors". Oroplata is a start-up, exploration stage company. Oroplata has a limited operating history and have not yet generated or realized any revenues from its activities. It has performed limited exploration work on its sole property, Leomary Gold Claim located in the
Dominican Republic. As its property is in the early stage of exploration and there is no reasonable likelihood that revenue can be derived from the Leomary in the foreseeable future.
We are an
We shall continue to be deemed an emerging growth company until the earliest of-
(A) the last day of the fiscal year of the issuer during which it had total annual gross revenues of
(B) the last day of the fiscal year of the issuer following the fifth anniversary of the date of the first sale of common equity securities of the issuer pursuant to an effective registration statement under this title;
(C) the date on which such issuer has, during the previous 3-year period, issued more than
(D) the date on which such issuer is deemed to be a 'large accelerated filer', as defined in section 240.12b-2 of title 17, Code of Federal Regulations, or any successor thereto. As an emerging growth company we are exempt from Section 404(b) of Sarbanes Oxley. Section 404(a) requires Issuers to publish information in their annual reports concerning the scope and adequacy of the internal control structure and procedures for financial reporting. This statement shall also assess the effectiveness of such internal controls and procedures.
Section 404(b) requires that the registered accounting firm shall, in the same report, attest to and report on the assessment on the effectiveness of the internal control structure and procedures for financial reporting.
As an emerging growth company we are exempt from Section 14A and B of the Securities Exchange Act of 1934 which require the shareholder approval of executive compensation and golden parachutes.
We have irrevocably opted out of the extended transition period for complying with new or revised accounting standards pursuant to Section 107(b) of the Act.
12 -------------------------------------------------------------------------------- Oroplata's auditors have issued a going concern opinion. This means that its auditors believe there is substantial doubt that it can continue as an on-going business for the next twelve months unless it obtains additional capital to pay for its operations. This is because it has not generated any revenues and no revenues are anticipated until it begins removing and selling minerals, if ever. Accordingly, it must raise cash from sources other than the sale of minerals found on the Leomary. That cash must be raised from other sources. Oroplata's only other source for cash at this time is investment by others in Oroplata, advances from its sole director or institutional financing. Orplata must raise cash to implement its planned exploration program and stay in business. The Company reviews and evaluates long-lived assets, such as its mineral claim, for impairment when events or changes in circumstances indicate that the related carrying amounts may not be recoverable. The assets are subject to impairment consideration under ASC 360-10-35-17 if events or circumstances indicate that their carrying amounts might not be recoverable. When the Company determines that an impairment analysis should be done, the analysis will be performed using rules of ASC 930-360-35, Asset Impairment, and 360-10-15-3 through 15-5, Impairment or Disposal of Long-Lived Assets.
Overview of Oroplata
Oroplata was incorporated under the laws of the
State of Nevadaon October 6, 2011for the purpose of acquiring rights to mineral properties with the eventual objective of being a producing mineral company, if and when it ever occurs. On January 10, 2012Oroplata incorporated a wholly-owned subsidiary under the laws of the Dominican Republicnamed "Oroplata Exploraciones E Ingenieria, Orexi, SRL" in order to hold the mineral rights to a claim named "Leomary Gold Claim". In order to determine what mineralization is present on the Leomary the Company hired Ismael Martinez, Professional Geologist, to undertake an exploration program on the Leomary at a cost of $25,800. His findings are detailed in his geological report dated September 2012which has been included under "Properties" noted below. The exploration program centered mainly on obtaining soil, sediment and rock samples from various areas within the claim to determine what minerals were present. Based on the results on these initial findings, Oroplata undertook a further exploration program during the summer of 2013, at a cost of $18,800, to identify mineralization in other parts of the Leomary and to resample the previous high grade samples. This additional exploration work was completed at the end of August 2013and will assist in determining Oroplata next course of action: to further extend the sampling program or to consider a limited drilling program. This decision will be determined by our President, Hilario Sosa, who is also a professional geologist, in conjunction with the recommendations of Ismael Martinez.
The Leomary was obtained by Oroplata Exploraciones E Ingenieria, Orexi, SRL, and the designation was filed with the
Ministry of Industryand Commerce and Mining Directorate of the Governmentof the Dominican Republicand registered with file No. S9-046 dated 04 of April 2012. Oroplata owns no real estate as such and only has an interest in the minerals on the Leomary. The Company does not own the property itself but has the exclusive rights to explore and develop any minerals on the Leomary. 13 --------------------------------------------------------------------------------
Information relating to the Leomary Gold Claim:
Name of Claim: Leomary Gold Claim File Number: S9-046 Date of acquiring Leomary
April 4, 2012Topographic Sheet No. 6172 - IV Scale: 1:50,000
Boundaries per UTM cooridnates: (I9Q): 342.000 to 347.500 mE; and
2'089,000 - 2'098,500 mN Concession Unit: 4,500 Hectares Registered Owner: Oroplata Exploraciones E Ingenieria, Orexi S.R.L.
Property Description and Location
The Leomary is located in the province of MonseÑor Nouel, municipality of Bonao, in the central region of the country, about 75 kilometers from the city of
Santo Domingo, Dominican Republic. Located in the sections of Jayaco, Masipedro and Arroyo Toro. Exactly at four kilometers from the town of Bonao. The Dominican Republichas three major highways are DR1, DR2, and DR3, which go to the northern, southwestern, and eastern parts of the country, respectively. Access in the Property area is via a system of allweather country roads used by local cattle ranchers and farmers which branch off of Highway DR1. The Capitalcity of Santo Domingois located about 90 miles to the south of the Leomary. The main access road to the claim is the No.1 highway or Duarte Highway, which connects the capital city of Santo Domingoto Santiago. On this route in the town of Bonao continue along the road to the community Los Quemados, access to the claim area is through very well constructed roads. Seaports and airports facilities are located nearby.
Soils of the mountain valleys of the Cordillera Central, where the claim is located
Confined by the higher elevations of the mountains of the Cordillera Central are four main valleys, which in order of importance are the Valley of Bonao,
Bonao Valleycovers an area of 80 miles rectangular greater, in the northeastern part of the Central Cordillera. It has more than 79 inches average annual rainfall, which has been recorded in the city of Bonao, located in the central part of the valley an annual average of 86 inches. The main soil of this valley, are: undifferentiated alluvial soils for the series La Vega. Bonao Valleyconsists, for the most part, by a succession of alluvial soils, rivers and streams that run almost parallel. These soils are usually brown, sandy loam, large rounded gravel content. The level of fertility of these soils is high and has been sustained by the continuing contributions of materials deposited by rivers and streams.
Most of this living area is in the foothills of the Cordillera Central, between bh-
The weather that brings this area of life are the most advantageous for human and animal life, but in the country, these areas are sparsely populated. The small population is partly due to the low quality of their soils, lack of roads and the settler has yet to develop appropriate techniques for the use of these lands. Temperatures are moderate, much like those that characterize a temperate climate, and rainfall, although irregular, are able to keep some moisture in the ground for much of the year.
Rainfall is heaviest from April to November. The amount of rainfall varies from place to place, from 85 to 170 inches average annual total.
The temperatures have little variation during the day and at any time of year. December through February can drop to -1 ° C, giving rise to possible frost. However, the temperature has an annual average varies between 18 ° and 12 ° C. The average annual bio-temperature for this life zone has values close to those of the average temperature, because it never becomes greater than 30 ° C, and rarely below -1 ° C. Thermal conditions that owns this area constitute a limiting factor for the development of crops most sensitive to low temperatures. Potential evapo-transpiration, on average, a percentage equal to the total annual rainfall. The percentage of water evapo-transpiration is equal to the amount of rainfall, which results in that the beds of streams that originate in this area of life carry water only during the months of maximum precipitation. The land in this area of life are mostly a hilly topography. Moderate sloping areas are small and scattered forming narrow valleys, lacking roads. The elevation varies from 2,600 feet to 6,600 feet in height. The primary natural vegetation consists mainly of pine trees. Other species of conifers found especially in southern slopes of the Cordillera Central are juniper (Juniperus gracilior) and Podocarpus buchii. The main broadleaf species are Vaccinium Garrya fadyenii and cubense, own of the areas that are located near Constanta and Bahoruco; Rapanea ferruginea, common in the northern slopes of the Cordillera Central, near Jarabacoa and
San Jose delas Matas, and Buddleia domingensis, which is a species that occurs in areas near the bmh-MB in the Cordillera Central. Native species have an easy natural regeneration, by moisture in the soil, and are of moderate growth. From the ecological point of view the land meet optimal characteristics for farming and forestry. Pests and diseases in the species used are very sporadic. However, agricultural activities are restricted by the soil factor, as they are very small areas that can be used for agriculture. 15 --------------------------------------------------------------------------------
Between the years 1997-2000 IT was held in the
Dominican Republica " Geothematic Mapping Projectcalled SYSMIN", which included a sub-project of Geochemical Mapping and Cartography quadrants metallogenic of Bonao Constanza and 1:100,000 scale. The study has raised a density and exceptional variety of mineralization. This feature is consistent with the tectonic framework of the country, which is particularly favorable to the formation of different types of mineralization, several of those with great importance and significant economic.
The geologists have taken 83 active sediment samples, fourteen of these samples are of high and important mineralization - see following schedule.
There are no infractructure located on the Leomary. Electricity is available in the area since the main source of energy is obtainable from the power plant located in the municipality of Bonao. Water can be obtained from the numerous small streets flowing through the Leomary.
Deposit Types and Mineralization
One of the characteristics of the tuffs of the Tireo Formation is the intense alteration that have suffered, making it difficult in many cases the recognition of the original rock. These hydrothermal alteration processes are very important because they are associated, in many cases, mineral deposits, such as sulphide mineralization and base metals and precious metals associated with epithermal processes. These hydrothermal alteration processes can occur in many different forms, manifested by the appearance of different mineral phases: amorphous silica, quartz, feldspar, albite, calcite, montmorillonite, illite, kaolinite, chlorite, epidote, zeolites, etc. The
Dominican Republicand the Greater Antilles in general, are composed of fragments of intraoceanic island arc volcanic rocks. These fragments were probably once part of a single, continuous, southwestfacing island arc that formed off the west coast of the Americasand was active from Lower Cretaceous through Eocene time. In the Dominican Republic, the axial primitive island arc (PIA) is preserved in submarine to locally subaerial volcanic rocks of the Los Ranchos and Tireo Formation. Coeval Lower Cretaceous bimodal volcaniclastic rocks of the forearc basin are preserved in the MaimÓn and Amina Formations. Tireo Formation is locally overlain by Albian reef limestones of the Hatillo Formation. These are in turn overlain by black argillites of the Lagunas Formation.
Epithermal Au mineralization
Constanza quadrant lies the epithermal Au mineralization Centenario (
El Higo) that fit the Tireo Formation. The mineralization occurs in quartz veins with gold, copper, zinc and barium, and developing an intense silicification of the host rock. It is a low sulphidation epithermal mineralization. Next to it is Philonian Cu mineralization of La Ceiba, attributable to a similar process.
Volcanosedimentary mineralization of Cu-Zn (Au, Ag).
In Tireo Formation (associated basic volcanics) are different stratiform massive sulphide bodies, small power and tonnage although appreciable longitudinal development. Exceptions, such as those associated with Tireo Formation are generally related to acidic intermediate volcaniclastic rocks. Pyrite and composition are carried forward Cu as the main economic substance, being variable concentrations of Zn, Pb and
Ag Auis usually very low. Usually develop a hydrothermal alteration that is basically one of silicification-chloritization. 16 --------------------------------------------------------------------------------
Cu mineralization Philonian.
In Tireo Formation and Constanza quadrant, there are several demonstrations Philonian with Cu (chalcopyrite) and subordinate Zn, probably linked to shear contexts, although some appear in character extensional fractures. They are usually small in size and limited to hydrothermal alterations develop small and immediate surroundings to Philonian structures.
In Tireo Formation, volcanic rocks and associated basic forms are stratiform Mn (The Guayuyos) responsive to the volcano-sediment model of this type of mineralization.
Disseminated Cu mineralization.
There are several examples in the area of pyrite-chalcopyrite disseminations, possibly related to tectonic weakness zones, corridors or bands delimiting particular orientation, and supported by different types of materials. These may be basic volcanic rocks Tireo Formation or tonalitic intrusive bodies to basic composition, affected by hydrothermal alteration (
Pico Duarte, Aniana).
Field Work Planning/Exploration/Soil Geochemistry
a. Geological Mapping and Sampling
Tireo Formation presents various types of mineralization phases corresponding to posthumous island cooper arc Upper Cretaceous, and are presented as complex sulphide epithermal disseminated, with varying proportions of elements: Au, Ag, Cu, Zn, and Fe these elements are associated to silica and sulfur as end products of magmatic differentiation by chemical affinities.
It was important to select the type of sampling, which performed during regional exploration, where three types of sampling were performed in the area of
- Active Sediments. - Sampling of sediments carried in streams or rivers causes, whose purpose was to determine the volumetric values of metallic minerals, concentrated in the watershed and from the tops of the hills and / or mountains, which circumscribe the basin. The results allowed us to zonify and to determine the origin of the sediments. This sampling were regional and were performed with a geological survey support. - Sampling of Rock. - Sampling conducted in the lithological units potentially generating and / or mineral-storing metal concentrations and economically feasable, these sampling were performed after a regional geological study, which identified the lithological units that are present in the Área of interest. - Soil Sampling. - This sampling were performed after a detailed geological study of the area, where we have identified the lithological units and structural data (faults and fractures). This sampling was performed in alteration zones that were identified during the study, these alterations are potassic, propylitic, quartz-sericite, argillic and silicification. Any sampling outside these areas is speculative and / or wrong. 17 --------------------------------------------------------------------------------
b. Geomorphological analysis To determine the areas of greatest mine interest, was made a hypsometric map, which highlights the physiographic features of the terrain, it can display the main structures (zone 1), alignments, course changes and most important river sediment sampling. c. Sampling Methods The exploration conducted to date on the Leomary has been conducted according to generally accepted exploration procedures with methods and preparation that are consistent with generally accepted exploration practices. No opinion as to the quality of the samples taken can be presented. No other procedures of quality control were employed. Soil, rock and sediment samples collected by the geologist were sent to Acme's sample preparation facility in MaimÓn where they were ovendried at 60°C, then sieved to produce 100 grams of pulp at less than -80 meshes. The prepared pulps were then shipped via
DHLto the Vancouverlab for analysis. In Vancouver, a 15 gram sample was dissolved in hot aqua regia and analyzed using ACME's 1F ICPMS package for gold and base metals.
The assays for the rock samples were as follow - shown in ppb for gold (Au) and ppm for copper (Ag) and zinc (Zn):
A.No. B.UTM_X C.UTM_Y D.Au E.Ag F.Cu G.Pb H.Zn 293 347350 2088680 11843.96 11441.02 5531.12 2.28 2563.07 270 345440 2088840 13749.36 19432.36 662.36 5.38 1524 271 346710 2089880 7774.17 1884.13 777.3 1.81 771.31 223 346400 2090780 2005.31 9947 4712.3 11.29 76.4 222 347085 2091215 3009.25 2041.3 4502.12 3.34 68.1 221 347805 2091935 9974.36 3021 4519.36 3.81 75.1 200 347865 2092150 2031 1401.25 9336.23 7.41 61.4 272 348825 2093815 2001.2 401.23 2352.14 1.67 64.3 199 348265 2094705 1402.65 403.21 9225.46 3.14 76.6 198 348775 2095525 1402.65 403.23 4402.39 5.69 53.7 197 349505 2096725 14751.12 12452.13 4701.23 55.01 39.5 195 347195 2098525 1882.12 1302.47 9102.45 3.11 79.3 196 346765 2098785 15873.26 2491.02 9014.87 2.77 6 194 347620 2099770 2105.13 401.31 10452.1 3.11 78.4 18
Converting the above table to grams per metric ton is as follows:
No. Sample Type UTM X UTM Y Au Ag Cu Kilograms 293 Rock 347350 2088680 11.84 11.4 55 0.77 270 Rock 345440 2088840 13.75 19.4 66 0.88 271 Sediment 346710 2089880 7,74 18.4 70 0.33 223 Soil 346400 2090780 2.0 9.4 47 0.55 222 Soil 347085 2091215 3.0 2.4 45 0.36 221 Soil 347805 2091935 9.97 3.0 45 0.45 200 Soil 347865 2092150 2.0 1.4 93 0.46 272 Sediment 348825 2093815 2.0 0.4 23 1.21 199 Rock 348265 2094705 1.4 0.4 92 0.65 198 Rock 348775 2095525 1.4 0.4 44 0.54 197 Rock 349505 2096725 14.75 12.4 47 0.90 195 Sediment 347195 2098525 1.88 1.3 91 0.79 196 Soil 346765 2098785 15.87 24.9 90 0.48 194 Sediment 347620 2099770 2.1 0.4 104 0.32
The above noted table does not include all the samples taken but rather the best results as determined by the geologist. The actual number of samples taken, either soil, sediment or rock, were 99 samples. There was one sample with gold content of 1,695.2 ppb not included in the above schedule but the rest of the samples being 85 have relatively no minerialization.
Conversion from GPT (grams per ton) PPM (parts per million) and PPB (parts per billion):
Percent grade Grams per ton PPM PPB
1.00% 10,000 gpt 10,000 ppm 10,000,000 ppb 0.1% 1,000 gpt 1,000 ppm 1,000,000 ppb 0.01% 100 gpt 100 ppm 100,000 ppb 0.001% 10 gpt 10 ppm 10,000 ppb 0.0001% 1 gpt 1 ppm 1,000 ppb 0.00001% 0.1 gpt 0.1 ppm 100 ppb 19
The above are stated in grams per metric tons and are converted as follows:
Wet [Mass] Dry Grams Ounces Grams Ounces 15 ½ 14.3 ½ 30 1 28.3 1 85 3 113.4 4 225 8 430.0 16
Recommendation and Conclusion
The recommendations and conclusions set forth in
Mr. Martinezreport dated September 2012indicates that the Leomary has favorable geological conditions (lithological and structural for potential development of mineral deposits. The geochemical study conducted in Block C Sysmin Project(1999), Tireo formation, presenting epithermal gold mineralization, volcanosedimentary copper and zinc and copper Philonian. The eastern boundary of the Leomary borders the Bonoa Fault Zone, with development of fracture system perpendicular and parallel to the dominant fault. The stream El Torocorresponds to a structure distension, between Loma Piyoyo, Vincent Lizand El Firm. Also, it marks the change of direction SW-NE structural NS. Sampling tests performed during the active sludge Sysmin Project(1999), yielded four anomalous gold (155, 100, 28, 25 ppb), five values greater than 90 ppm copper and zinc had values greater than 100 ppm and a high value of 241 ppm. Mr. Martinezrecommendation is to undertake Phase II in the immediate future.
Phase II Exploration Program
In conducting Phase II of the exploration work on the Leomary will consist of returning to the fourteen sites where rock samples were collected during Phase I with anomalous values for gold and silver. It is proposed to explore an area of 1,500 feet radius around these sites to determine the probable origin of the anomalous float and vein samples. It is proposed to collect a total of 200 additional rock and soil samples of which 150 will be sent for or analysis. It is estimated that this program will take between 17 to 22 days to complete the field work.
In addition to the above Oroplata is going to perform the following exploration activities to evaluate the mineral potential of the Leomary as follows:
1. Compilation of information and results of previous exploration work, organization and field planning stage. 2. Regional recognition of the area, geological mapping (scale 1:10,000 to 1:5,000) and rock samples and stream sediment geochemical sampling. 3. Defining priority areas of interest for detailed exploration.
4. Detailed geological mapping and geochemical (1:5,000 to 1:1,000 or greater).
5. Excavation of trenches and pits. 6. Geophysical Surveying. 7. Selection of drill targets. 8. Phase I diamond drilling exploratory.
9. Model and evaluation of the results of the planning and drilling of the
subsequent phase reserve evaluation.
10. Socio-economic and Environmental based study and reclamation of the areas
impacted by exploration activities. These studies start from the very
beginning of the exploration program and will continue for the duration of
The estimated budget for undertaking Phase II is as follows;
Item Units Number and Cost Total Cost USD Salaries: Supervising Geologist 22 days @
$600/day 13,200.00 Geological Assistant 22 days @ $200/day 4,400.00 Transportation 1,000 km @ $0.75/km 750.00 Camp cost/Lodging 22 days @ $90/day 1,980.00 Compilation Data and digitizing 15 days @ $150/day 2,250.00 Drill hole interp & modeling 17 days @ $600/day 10,200.00 Structural consultant 17 days @ $200/day 3,400.00 Soil Geochemistry 16,300.00 Diamond Drilling (initial test holes) 490 m @ $60/m29,400.00 Assay of Drill core 150 samples @ $35/sample 5,250.00 SUBTOTAL 87,130.00 Contingency 10% 8,713.00 TOTAL USD 95,843.00 21
Compliance with Government Regulations - Essentials of Mining Laws
- Filing of an application involves two publications in a Dominican newspaper
and the annual payment of fees. - All mining titles are to be delivered to a
Exploration titles may also be delivered to individuals or a foreign company,
with certain exceptions (e.g. government employees or their immediate relatives and foreign governments).
- Resolutions granting mineral title are issued by the SecretarÍa de Estado de
Industria y Comercio (currently
a favorable recommendation by the DirecciÓn General de MinerÍa.
- A company may have exploration and mining titles over a maximum of 30,000
hectares. An exploration title is valid for 3 years and may be followed by
two oneyear extensions. At the end of the 5year period, the owner of the
title applies for an exploitation permit, or a new round of exploration
permitting may be started at the discretion of the mining department.
- An agreement must be reached with surface rights owners (formal or informal)
for each phase of exploration work. If mining is envisioned, land must be
bought. A procedure exists in which government mediation is used to resolve
disagreements, and this process may ultimately end in expropriation at a fair
- Legal descriptions of exploration and mining concessions are based on polar
coordinates relative to a surveyed monument. The monument location is
defined in UTM coordinates, NAD27 datum. The concession boundaries are not
marked or surveyed.
The documents and requirements a company would be required to file in order to obtain a license for mining exploration are as follows:
1. Name, nationality, address, profession, identification number of the
applicant or their agent or the holder of a corresponding special power.
2. Name of the claim or concession.
3. Location, indicating: province, municipality, section or village.
4. Description of the starting point that will be necessary within or on the
perimeter of the claim, determining the direction and distance of same
reference point. These points should be located at a distance of not less
than 150 feet, or within1,500 feet. The point must be visible from one
another. The point of reference should be related to three or more visual in
direction of topographical characteristic points of the area. 5. The amount of mining hectares indicating the boundaries and the amount limited by law. 22
6. Three or more personal references about the moral, technical and economic
capacity of the applicant.
7. Name of adjoining claims or concessions if any.
8. Name(s) of (the) owner(s) or occupant(s) of (the) field(s) if any.
9. The plans and drawings of an exploration area must be submitted at scales
form 1:5,000 to 1:20,000, in original.
10. A copy of the topographic map at 1:5,000 scale, indicating the geological
location of the concession area, specifying number, series and corresponding
11. Two (2) receipt payments to
We have complied with every one of the requirements listed under the Dominican Mining Law and therefore we are confident that our status regarding the Leomary is in good standing. A review of the web page of the
Dominican Mining Ministryat https://dgm.gov.do/estatusexploracionmetalica.html (sub-web site is "Included content - estatus de solicited de exploraction No - Metalica") will confirm this status. The verification within this website is under the name "Leomary". In order to maintain the Leomary in good standing, an annual payments and fees contemplated under the Mining Law are to be paid within a calendar year as are follows: Initial and One Time Payments
A. Connection point revisions (one time payment) (i)
$ 1,800B. Project Boundaries revision (in field) (one time payment) (ii) $ 1,000Newspaper publication - when certificate is granted (One time C. payment) $ 500 D. Certification (if requested) $ 100 E. Register of Power of Attorney (if any) $ 1,000F. Sale or transfer of mineral rights (if any) $ 1,00023
(i) Connection point revision relates to the Company having to have the
geologist working on the claim insert four or five concrete posts into the
claim boundaries so that satellite is able to read the red tag contained on
each post so that it is available to the
Ministry of Mines.
(ii) The fee paid for Project Boundaries revision relates to an inspector going
to the Leomary and ensuring the four or five concrete posts have been
inserted and that there is no activity on the claim itself which will
invade an adjoining claim.
The annual amounts to keep the Leomary in good standing after the initial license is granted is
Expenses to maintain the Leomary in good standing each year Amount
Semi annual report - filed with the DGM $
Annual report - files with the DGM
Annual tax returns - filed with both
Exploration work on the Leomary
Analysis of samples taken during exploration work
Annual fee to the DGM
Annual cost to maintain the Leomary in good standing with DGM
If the Leomary is not in good standing all rights to the minerals on the claim are forfeited and the Leomary reverts back to the
Ministry of Mines. If this happens, a third party can make an application to the Ministry and obtain the mineral rights to the Leomary. Oroplata would therefore have no further interest in the Leomary.
Losing the rights to the minerals on the Leomary does not occur overnight. Nevertheless, if the above filings are not made, the DGM will consider the Leomary no longer in good standing and will accept applications for third parties for the rights to the mineral on the Leomary. This could take up to twelve months from the date the filings are not made.
When we file the annual and semi annual reports, the DGM normally will send out a correction letter addressing any concerns they might have. The Company has to response to this letter of correction within 30 days from the issuance date of the letter and if it has not responded within the deadline date, another letter will be sent out requesting a response within 10 days. Initially, the mineral rights are granted for explorations for 3 years, an extension of 3 more years can be obtained with a letter of request from the Company. If the Company applies for exploitation, it can obtain a permit for 10 years with extensions for 10 more years or even 20 years. Nevertheless, it will still have to comply with the filing requirements. It is important for Oroplata at this stage in its development to immediate respond to the letters of corrections or any other letters received from DGM since if this is adhered to these filing requirements the Leomary will always be in good standing. 24
Important components of environmental law in the
- An environmental permit is not necessary to conduct
geological mapping, stream sediment, sampling, line
cutting or geophysical surveys.
- A letter of no objection (
trenching and initial drilling, as long as access routes
need not be constructed. This letter is based on a brief
technical description submitted by the company.
- Additional drilling and the construction of any access
roads warrant an environmental license that is valid for
one year. A report must be filed by the company and must
include technical and financial aspects that take into
account remediation costs.
- At the feasibility stage, an environmental impact study
must be submitted and approved by the government. Such a
study could cost as high as
In implanting our initial drill program, we will require a letter of no objection from the
Ministry of Environment. To date, Oroplata has not received a letter of no objection from the Ministry of Environment. If we elect to implement a more detailed drill program, of which there is no assurance, an environmental study may need to be undertaken prior to such drilling activity. The upper limit to an environmental impact study would be approximately $100,000but the Ministry of Environmentwill not require a full detailed environmental study if the drilling program is not extensive in nature; being approximately ten to fifteen drilling holes in the fifty to seventy-five meters range each. The cost of this study is not required until such time as a drilling program is undertaken and then might amount to between $10,000to $15,000 dollars.
Oroplata is a exploration stage company which has to compete with other companies searching for minerals in the
Dominion Republicand seeking financing for the development of their specific properties. Often, in not in all cases, these other mineral companies are better financed, have properties which have had sufficient exploration work done on them to warrant a future investor to consider investing in their company rather than ours. There is only a limited number of investors willing to invest in a company which had no proven reserves and is just started its exploration work. These other mineral exploration companies might induce investors to consider their properties and not ours. Hence, any additional funds they receive will be directed to the future exploration work on their properties whereas our company might be strap for funds and unable to do any worthwhile exploration work on the Leomary. We might never be able to compete against these other companies and hence never bring the Leomary into a stage where a production decision is to be made. In addition, we will have to compete with both large and small exploration companies for other resources we will need; professional geologists, transportation to and from the Leomary, materials to set up a camp if required and supplies including drill rigs. Oroplata's Main Product Oroplata's main product will be the sale, if a mineral ore reserve is identified, of gold that can be extracted from the Leomary once the claim has been explored. Since the property has yet to be explored by us, we have yet to find an ore body and therefore cannot sell any ore.
Exploration and Office Facilities
The Company has no plans to construct a mile or smelter on the Leomary until an ore body of reasonable worth is found; which might never happen. While in the exploration stage, the crew of workers will be housed in the town of Bonao due to its close proximity to Leomary. This will initially avoid building any structures either permanent or removable on the claim. 25 -------------------------------------------------------------------------------- Oroplata office is at #3 - 7
San Marcos, Puerto Plata, Dominican Republic. This is the private residence of Mr. Sosawho is our sole officer and director. At the present time Oroplata does not require its own office space due to having no employees, other than Mr. Sosa, but will consider renting office space once our exploration and staff requirements demand it. This might occur subsequent to Phase II of our exploration work on the Leomary.
We has not yet considered any other mineral properties until such time as we have undertaken at least Phases I and II as recommended by
Ismael Martinez. We would like to diversify our holdings once we have adequate funds to do so. This may not be for some time due to having to undertake exploration work on Leomary. Similar to Leomary, we will not acquire any mineral claims from our sole officer and director. Employees Other than our sole director and officer we do not have any other employees. He devotes approximately 20 hours a month to our operations but will increase the number of hours when Phase II program is started in the fall of 2014. Being a professional geologist Mr. Sosawill be active in overseeing the exploration work on the Leomary and determining the next stage of exploration work to be undertaken by the Company.
Research and Development Expenditures
Oroplata has not expended any money on research and development since its inception.
Patents and Trademarks
Oroplata does not have any patents or trademarks.
Results of Operations
Revenue from Operations
Oroplata has not made any revenue from its exploration on the Leomary and believes it will not do so until some time in the distant future or maybe never. Without completing an extensive exploration program including drilling areas of interest, Oroplata will not be able to block out an ore reserve of commercial value. Without an ore reserve Oroplata cannot seek substantial investors to further fund the Company so that production can be achieved. Not until commercial production is realized will Oroplata have any chance of recognizing any form of revenue. Sources of Funds To date the source of funds obtained by Oroplata is through the sale of 40,000,000 common shares to our director and officer, Mr.
Hilario Sosa, for a total consideration of $80,000. Mr. Sosahas advanced $60,000as a non-interest bearing loan payable on demand. No formal agreement between the Company and Mr. Sosahas been entered into regarding these funds. These funds were used to undertake the next stage of the sampling program and provide a small amount of working capital. Oroplata expects it will require additional funds over the next year and will either obtain further funds from its sole director and officer, undertake a private placement or borrowing from institute lenders. The latter will be difficult for Oroplata to do until such time as it has obtained a quotation on the OTCBB, which might never happen. 26 --------------------------------------------------------------------------------
Financial Activities since Inception
The following summarizes the financial activities of Oroplata since its inception and gives a breakdown of the expenses which are grouped in the attached financial statements herein.
Inception to March 31, Inception to Description Ref 2014 % March 31, 2013 % Accounting i
$ 23,61019.61 $ 2,800 5.43 Exploration expenses ii 52,644 43.73 25,800 49.99 Filing fees iii 7,080 5.88 1,328 2.57 Impairment on mineral claim rights 13,000 10.80 13,000 25.19 Incorporation costs 3,275 2.72 3,275 6.35 Legal iv 12,740 10.58 2,050 3.97 Office 1,395 1.17 271 .53 Transfer agent fees v 1,741 1.45 - - Travel vi 4,887 4.06 3,082 5.97 Total expenses $ 120,372100.00 $ 51,606100.00
i. The amount recorded from the date of inception to
the fees charge by the Company's accountant for the preparation of the
interim financial statement for the periods ending
in-house accountant and an amount of
PLLC., the independent accountant, for examination and review of the various
financial statements and a review of the Company's Form S-1.
ii. The increase in the cost of the exploration work relates from undertaking a
second soil, rock and sediment sampling program on the Leomary and work
performed by a Professional Geologist in designing maps at a scale of
1:20,000 scale, designing maps with locations at 1:50,000 scale, locating
points of corrections on site by new gps structures required by the
professional capacity as per new requirements, obtaining Certificate from the
and equipment to be used if needed.
iii. The increase between
filing revised documents with the
change the original filings to the current departmental name at a cost of
Energyin the Dominican Republic.
iv. Legal fees incurred by the lawyer in the
documentation required by the
v. Represents the issuance of shares to the shareholder at a cost of
the maintaining the Company in good standing in the
an Annual List of Officer, Directors, etc at a cost of
shareholders' report at a cost of
vi. Travel costs incurred by the Dominican lawyer to travel between
-------------------------------------------------------------------------------- During the period from inception to
March 31, 2014, Oroplata has an operating loss of $120,372as compared to an operating loss of $51,606for the period from inception to March 31, 2013.
Breakdown of Expenses between the Parent and Subsidiary Companies for the six months ended
Oroplata Resouces Inc. Oroplata Exploraciones From inception [parent company] [subsidiary company] to March 31, March 31, March31, March 31, March 31, Description 2014 2013 2014 2013 2014 Accounting
$ 10,470 $ 2,800$ - $ - $ 23,610Exploration expenses - - 5,550 - 52,644 Filing fees 2,852 - 2,700 - 7,080 Impairment of mineral claim rights - - - - 13,000 Incorporation costs - - - - 3,275 Legal 503 - 5,487 350 12,740 Office 439 - - - 1,395 Transfer agent 1,741 - - - 1,741 Travel - - 1,296 575 4,887 Total expenses $ 16,005 $ 2,800 $ 15,033 $ 925 $ 120,372
The parent company provides the funds to its subsidiary in order that any expenses associated with the Leomary can be paid by it. This is done via the intercompany account.
Activities for the six months ended
Oroplata has been mainly involved since
September 30, 2013of adhering to the new requirements recommended by the Ministry of Minesin refilling certain documents to conform with these new requirements. Exploration expenses relate to preparing maps and reports for submission to the Ministry of Mines. Since Phase I was completed prior to September 30, 2012, Oroplata has undertake further exploration work on the Leomary comprising soil, rock and sediment sampling which was completed in August 2013. The samples have been received back from the assay lab and are being recorded and examined for the future exploration work on the Leomary. Based on these samples results, management will decide upon what course of action to take next; either continuing the sampling program over other previously unexplored section of the claim or to consider a drilling program centered around the areas of mineralization worth drilling. The Company is anticipating undertaking a drilling program on the Leomary during the fall of 2014 depending upon its ability to obtain additional financing. Unless our director is willing to advance the required funds, at this point in time he has not committed himself to advance further funds other than the $60,000he has advanced to date, the Company will have to wait until it is able to sell treasury shares in a private placement to interested investors. This might be difficult if the Company is not quoted on a recognized quotation system or a stock exchange. As noted elsewhere in this Form 10-Q, the Company will require $95,843to complete its drilling program but its present requirements for cash during the next twelve months, if the drilling program is delayed to a future date, leaves only $30,840in other financial obligations. If this funding is not available when needed the Company will not be able to undertake its proposed drilling program and might, after twelve months, have to cease operations. 28 --------------------------------------------------------------------------------
Liquidity and Capital Resources
Cash Requirement over the Next Twelve Months
The following represents management's estimates of the cash Oroplata will require to meet its current obligations and provide working capital for the next twelve months. Description Amount Particulars Regarding Funds Needed Accounting and audit
$ 15,240See schedule below Exploration expenses 95,843 See schedule below Annual filing with State of Nevada and Filing fees 2,500 Edgar fees for filing with the SEC Fees to lawyer in the Dominican Legal 6,000 Republic. Office 1,500 Fax, photocopying and office supplies For the lawyer to travel to Santa Travel 3,600 Domingo Transfer agent 2,000 Issuance of shares and annual fee Total cash required before the following 126,683 Less: Cash on hand (30,335 ) Cash as of March 31, 2014 Cash Requirements $ 96,348Accounting and audit Period Accountant (i) Independent Accountant Total March 31, 2014 $ 1,785 $ 1,200 $ 2,985June 30, 2014 1,785 1,200 2,985 September 30, 2014 1,785 4,500 6,285 December 31, 2014 1,785 1,200 2,985 Total estimated fees $ 7,140 $ 8,100 $ 15,240
(i) Accountant engaged to prepare the financial statements for either an
examination if the year-end or a review if a quarterly financial statement by
the independent accountants. 29
Exploration expenses Exploration program Amount Exploration activity
Estimate cost of drilling program
(ii) Depending upon the results of the sampling program during the summer of 2013
when finally assessed,
drilling program is warranted or whether Oroplata should continue its sampling program on the Leomary. Oroplata has the available cash of
$30,335as of March 31, 2014. Oroplata does not have the funds to undertake the exploration program note above. Oroplata has the following options in order to raise the needed funds; 1. Additional advances from Mr. Sosawhich at the present time he is not prepared to consider;
2. Obtaining funds from a financial institution personally guaranteed by Mr.
3. Selling additional shares under a private placement from Treasury.
At the present time none of these options have been considered by
If management decides not to undertake the drilling program within the next twelve months, the additional funds required will be reduced from
$96,348to $505but still might have difficulty staying in business for a further twelve months.
Off-Balance Sheet Arrangements
From Oroplata's date of inception it has been an exploration company which has produced no revenue and maybe will not be able to produce revenue. To the knowledge of its management Oroplata is unaware of any trends or past and future events which will have a material effect upon it, its income and business, both in the long and short term. Please refer to Oroplata's assessment of Risk Factors as noted below.
Critical Accounting Policies and Estimates
In presenting Oroplata's financial statements in conformity with U.S. generally accepting accounting principles, or GAAP, Oroplata is required to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, costs and expenses and related disclosures. 30 -------------------------------------------------------------------------------- Some of the estimates and assumptions Oroplata is required to make relate to matters that are inherently uncertain as they pertain to future events. Oroplata bases these estimates and assumptions on historical experience or on various other factors that it believes to be reasonable and appropriate under the circumstances. On an ongoing basis, Oroplata reconsiders and evaluates its estimates and assumptions. Actual results may differ significantly from these estimates. Oroplata believes that the critical accounting policies listed below involve its more significant judgments, assumptions and estimates and, therefore, could have the greatest potential impact on its financial statements. In addition, Oroplata believes that a discussion of these policies is necessary to understand and evaluate the financial statements contained in this prospectus.
Estimates and Assumptions
Management uses estimates and assumptions in preparing financial statements in accordance with general accepted accounting principles. Those estimates and assumptions affect the reported amounts of the assets and liabilities, the disclosure of contingent assets and liabilities, and the reported revenues and expenses. Actual results could vary from the estimates that were assumed in preparing these financial statements.
Mineral claim acquisition and exploration costs
The cost of acquiring mineral properties or claims is initially capitalized and then tested for recoverability whenever events or changes in circumstances indicate that its carrying amount may not be recoverable. Mineral exploration costs are expensed as incurred.
Oroplata utilizes the liability method of accounting for income taxes. Under the liability method deferred tax assets and liabilities are determined based on differences between financial reporting and the tax bases of the assets and liabilities and are measured using the enacted tax rates and laws that will be in effect, when the differences are expected to be reversed. An allowance against deferred tax assets is recorded, when it is more likely than not, that such tax benefits will not be realized.
Recent Accounting Pronouncements
Oroplata does not expect the adoption of any recent accounting pronouncements to have a materially impact on its financial statements.
Our Company will be conducting exploration activities in the
Dominican Republicand will pay its expenses in Dominican Pesos. Any currency fluctuation in an adverse way will increase the cost of our exploration program on the Leomary. 31 --------------------------------------------------------------------------------
Oroplata's stock is not presently traded or quoted on any public market and therefore there is no established market price for the shares. Subsequent to the Effective Date of Oroplata's registration statement under the Securities Act of 1933, it is anticipated one or more broker dealers may make a market in its securities over-the-counter, with quotations carried on the "OTC Bulletin Board". At the present time, there is no established market for the shares of Oroplata. There is no assurance an application to the FINRA will be approved. Although the OTCBB does not have any listing requirements per se, to be eligible for quotation on the OTCBB, issuers must remain current in their filings with the
SEC; being as a minimum Forms 10-Q and 10- K. Marketmakers will not be permitted to begin quotation of a security whose issuer does not meet these filing requirements. Securities already quoted on the OTCBB that become delinquent in their required filings will be moved following a 30 or 60 day grace period if they do not make their filing during that time. If our common stock is not quoted on the OTCBB, there will be no market for trading in our common stock. This would make it far more difficult for stockholders to dispose of their common stock. This could have an adverse effect on the price of the common stock. With a lack of liquidity in our common stock, trading prices might be volatile with wide fluctuations. This assumes that there will be a secondary market at all.
Oroplata has no proposed symbol for the OTCBB.
There are no common shares subject to outstanding options, warrants or securities convertible into common equity of Oroplata. The number of shares presently subject to Rule 144 is 25,000,000 shares. The share certificate has the appropriate legend affixed thereto. Presently, under Rule 144, the number of shares which could be sold, if an application is made, is Nil shares. There are no shares being offered pursuant to an employee benefit plan or dividend reinvestment plan. In addition, there are no outstanding options or warrants to purchase common shares or shares convertible into common shares of Oroplata.
We have never declared or paid any cash dividends on our capital stock. We currently intend to retain all available funds and any future earnings to support our operations and finance the growth and development of our business. We do not intend to pay cash dividends on our common stock for the foreseeable future. Any future determination related to dividend policy will be made at the discretion of our Board of Directors
Equity Compensation Plans
There are no securities authorized for issuance under equity compensation plans or individual compensation arrangements.
Penny Stock Rule
Oroplata's common stock is considered to be a "penny stock", if and when it is quoted on the OTCBB or any other recognized exchange or quotation system because it meets one or more of the definitions in SEC Rule 3a51-1:
(i) It has a price less than
(ii) It is not traded on a recognized national exchange;
(iii) It is not quoted on a FINRA automated quotation system (NASDAQ), or even if
so, has a price of less than
(iv) It is issued by a company with net tangible assets of less than
if in business more than three years continuously, or
business is less than three years continuously or with average revenues of
$6,000,000for the past three years. 32
-------------------------------------------------------------------------------- A broker-dealer will have to undertake certain administrative functions required when dealing win a penny stock transaction. Disclosure forms detailing the level of risk in acquiring Oroplata's shares will have to be sent to an interested investor, current bid and offer quotations will have to be provided with an indication as to what compensation the broker-dealer and the salesperson will be receiving from this transaction and a monthly statement showing the closing month price of the shares being held by the investor. In addition, the broker-dealer will have to receive from the investor a written agreement consenting to the transaction. This additional administrative work might make the broker-dealer reluctant to participate in the purchase and sale of Oroplata's shares. From Oroplata's point of view, being subject to the Penny Stock Rule could make it extremely difficult for it to attract new investors for future capital requirements since many financial institutions are restricted under their by-laws from investing in shares under a certain dollar amount. Ordinary investors might not be willing to subscribe to shares in the capital stock of Oroplata due to the uncertainty as to whether the share price will ever be able to be high enough that the Penny Stock Rule is no longer a concern. In addition, the stock market in general, and the market prices for thinly traded companies in particular, have experienced extreme volatility that often has been unrelated to the operating performance of such companies. These wide fluctuations may adversely affect the trading price of our shares regardless of our future performance and that of Oroplata. In the past, following periods of volatility in the market price of a security, securities class action litigation has often been instituted against such company. Such litigation, if instituted, whether successful or not, could result in substantial costs and a diversion of management's attention and resources, which would have a material adverse effect on our business, results of operations and financial conditions. Any new investor purchasing shares in our Company might consider whether they will be able to sell their shares at a given price since if no broker-dealer becomes involved with Oroplata and Oroplata is unable to raise future investment capital the price per share may deteriorate to a point that an investor's entire investment could be lost.
Outstanding Stock Opinion,
Oroplata has not issued any stock options to either of its two directors and officers nor has it attached share purchase warrants to the share issued and outstanding. There are no convertible securities as of the date of this Form 10-K. Oroplata has not registered any shares for sale by security holders under the Securities Act other than as disclosed in this Form 10-Q.
Our authorized capital consists of 500,000,000 shares of common stock, par value
The holders of our common stock are entitled to receive dividends as may be declared by our Board of Directors; are entitled to share ratable in all of our assets available for distribution upon winding up of the affairs our Company; and are entitled to one non-cumulative vote per share on all matters on which shareholders may vote at all Meetings of the shareholders.
The shareholders are not entitled to preference as to dividends or interest; preemptive rights to purchase in new issues of shares; preference upon liquidation; or any other special rights or preferences.
There are no restrictions on dividends under any loan or other financing arrangements.
The holders of our shares of common stock do not have cumulative voting rights, which means that the holders of more than 50% of such outstanding shares, voting for the election of Directors, can elect all of the Directors to be elected, if they so choose. In such event, the holders of the remaining shares will not be able to elect any of our Directors. 33 --------------------------------------------------------------------------------
We have no employment agreements with our executive officer.
Equity Compensation Plans, Stock Options, Bonus Plans
No such plans or options exist. None have been approved or are anticipated. No Compensation Committee exists either.
We do not maintain any defined benefit pension plans.
Nonqualified Deferred Compensation
We do not maintain any nonqualified deferred compensation plans.
Change in Control of Our Company
We do not know of any arrangements which might result in a change in control.
We are required by Section 78.090 of the Nevada Revised Statutes (the "NRS") to maintain a registered agent in the
State of Nevada. Our registered agent for this purpose is American Corporate Enterprises, 123 W Nye Lane, Suite 129, Carson City, NV89703. All legal process and any demand or notice authorized by law to be served upon us may be served upon our registered agent in the State of Nevadain the manner provided in NRS 14.020(2).
We have engaged the service of
There are no debt securities outstanding or other securities.
Holders of Common Stock
There are 41 shareholder including our sole director and officer as of
Rule 144 Share Restrictions
Under Rule 144, an individual who is not an affiliate of our Company and has not been an affiliate at any time during the three months preceding a sale and has been the beneficial owner of our shares for at least six months would be entitled to sell them without restriction. This is subject to the continued availability of current public information about us for the first year which can be eliminated after a one-year hold.
Whereas an individual who is deemed to be an affiliate and has beneficially owned shares in our Company for at least six months clan sell their shares in a given three month period as follows::
1. One percent of the number of shares of our Company's common stock then
outstanding, which the case of our current director and officer, will equal
approximately 40,000 shares as of the date of this Form 10-Q; or
2. The average weekly trading volume of our company's common stock during the
four calendar weeks preceding the filing of a notice on form 144 with respect
to the sale. Under Rule 405 of the Securities Act, a reporting or non-reporting shell company cannot sell shares under Rule 144, unless the company: (i) has ceased to be a shell company; (ii) is subject to the Exchange Act reporting obligations; (iii) has filed all required Exchange Act reports during the preceding twelve months; (iv) and at least one year has elapsed from the time the company filed with the
SEC, current Form 10 type information reflecting its status as an entity that is not a shell company. ANTI-TAKEOVER PROVISION
In accordance with the laws of the
The Chapter 78 of Nevada Revised Statutes contains a provision governing "acquisition of controlling interest." This law provides generally that any person or entity that acquires 20% or more of the outstanding voting shares of a publicly-held
Nevadacorporation in the secondary public or private market may be denied voting rights with respect to the acquired shares, unless a majority of the disinterested shareholders of the corporation elects to restore such voting rights in whole or in part. The control share acquisition act provides that a person or entity acquires "control shares" whenever it acquires shares that, but for the operation of the control share acquisition act, would bring its voting power within any of the following three ranges: 20 to 33 1/3%; 33 1/3 to 50%; or more than 50%. A "control share acquisition" is generally defined as the direct or indirect acquisition of either ownership or voting power associated with issued and outstanding control shares. The shareholders or board of directors of a corporation may elect to exempt the stock of the corporation from the provisions of the control share acquisition act through adoption of a provision to that effect in the articles of incorporation or bylaws of the corporation. Our articles of incorporation and bylaws do not exempt our common stock from the control share acquisition act. The control share acquisition act is applicable only to shares of "Issuing Corporations" as defined by the Nevadalaw. An Issuing Corporationis a Nevadacorporation, which: has 200 or more shareholders, with at least 100 of such shareholders being both shareholders of record and residents of Nevada; and does business in Nevadadirectly or through an affiliated corporation. At this time, we do not have 100 shareholders of record resident of Nevada. Therefore, the provisions of the control share acquisition act do not apply to acquisitions of our shares and will not until such time as these requirements have been met. At such time as they may apply, the provisions of the control share acquisition act may discourage companies or persons interested in acquiring a significant interest in or control of us, regardless of whether such acquisition may be in the interest of our shareholders. The Nevada "Combination with Interested Shareholders Statute" may also have an effect of delaying or making it more difficult to effect a change in control of us. This statute prevents an "interested shareholder" and a resident domestic Nevadacorporation from entering into a "combination," unless certain conditions are met. The statute defines "combination" to include any merger or consolidation with an "interested shareholder," or any sale, lease, exchange, mortgage, pledge, transfer or other disposition, in one transaction or a series of transactions with an "interested shareholder" having: an aggregate market value equal to 5 percent or more of the aggregate market value of the assets of the corporation; an aggregate market value equal to 5 percent or more of the aggregate market value of all outstanding shares of the corporation; or representing 10 percent or more of the earning power or net income of the corporation. 35 --------------------------------------------------------------------------------
CORPORATE GOVERNANCE Director Independence
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURESABOUT MARKET RISK.
ITEM 4. CONTROLS AND PROCEDURES.
Disclosure Controls and Procedures
Under the supervision and with the participation of our management, being our sole officer and director, we have evaluated the effectiveness of our disclosure controls and procedures as required by Exchange Act Rule 13a-15(b) as of
March 31, 2014(the "Evaluation Date"). Based on that evaluation, the sole director and officer has concluded that these disclosure controls and procedures were not effective as of the Evaluation Date as a result of the material weaknesses in internal control over financial reporting discussed below. Disclosure controls and procedures are those controls and procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act are recorded, processed, summarized and reported within the time periods specified in the SEC'srules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is accumulated and communicated to our sole director and officer to allow timely decisions regarding required disclosure.
Notwithstanding the assessment that our internal control over financial reporting was not effective and that there were material weaknesses as identified below, we believe that our financial statements contained in our Quarterly Report on Form 10-Q for the quarter ended
Management's Report on Internal Control over Financial Reporting
Management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting. The Company's internal control over financial reporting is a process, under the supervision of our sole director and officer, designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the Company's financial statements for external purposes in accordance with
United StatesGenerally Accepted Accounting Principles (GAAP). Internal control over financial reporting includes those policies and procedures that:
- Pertain to the maintenance of records that in reasonable detail accurately and
fairly reflect the transactions and dispositions of the Company's assets;
- Provide reasonable assurance that transactions are recorded as necessary to
permit preparation of the financial statements in accordance with generally
accepted accounting principles, and that receipts and expenditures are being
made only in accordance with authorizations of our sole director and officer;
- Provide reasonable assurance regarding prevention or timely detection of
unauthorized acquisition, use, or disposition of the Company's assets that
could have a material effect on the financial statements. 36
-------------------------------------------------------------------------------- Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate. The Company's sole director and officer conducted an assessment of the effectiveness of the Company's internal control over financial reporting as of
March 31, 2014, based on criteria established in Internal Control -Integrated Framework issued by the Committee of Sponsoring Organizationsof the Treadway Commission("COSO"). As a result of this assessment, management identified a material weakness in internal control over financial reporting.
A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the Company's annual or interim financial statements will not be prevented or detected on a timely basis.
The material weakness identified is described below.
1. Certain entity level controls establishing a "tone at the top" were considered
material weaknesses. As of
audit committee or a policy on fraud. A whistleblower policy is not necessary
given the small size of the organization.
2. Due to the significant number and magnitude of out-of-period adjustments
identified during the year- end closing process, management has concluded that
the controls over the period-end financial reporting process were not
operating effectively. A material weakness in the period-end financial
reporting process could result in us not being able to meet our regulatory
filing deadlines and, if not remediated, has the potential to cause a material
misstatement or to miss a filing deadline in the future. Management override
of existing controls is possible given the small size of the organization and
lack of personnel.
3. There is no system in place to review and monitor internal control over
financial reporting. The Company maintains an insufficient complement of personnel to carry out ongoing monitoring responsibilities and ensure effective internal control over financial reporting.
As a result of the material weakness in internal control over financial reporting described above, the Company's sole director and officer has concluded that, as of
This Quarterly Report does not include an attestation report of our independent registered public accounting firm regarding internal control over financial reporting. We were not required to have, nor have we, engaged our independent registered public accounting firm to perform an audit of internal control over financial reporting pursuant to the rules of the
Securities and Exchange Commissionthat permit us to provide only management's report in this Quarterly Report.
Our independent accountants have stated in their report dated
Changes in Internal Controls
There were no changes in our internal control over financial reporting during the quarter ended
37 -------------------------------------------------------------------------------- PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
We are not currently a party to any legal proceedings. There are no material proceedings to which our executive officer and director is a party adverse to us or has a material interest adverse to us. We are required by Section 78.090 of the Nevada Revised Statutes (the "NRS") to maintain a registered agent in the
State of Nevada. Our registered agent for this purpose is American Corporate Enterprises, Inc123 West Nye Lane, Station 129, Carson City, NV89706. All legal process and any demand or notice authorized by law to be served upon us may be served upon our registered agent in the State of Nevadain the manner provided in NRS 14.020(2).
ITEM 1A. RISK FACTORS
The "Risk Factors" below are provided for a potential investor as information before he or she makes a decision to invest in Oroplata and therefore should be reviewed as an integral part of this prospectus. There is a high degree of risk in the purchase of our common shares and a potential investor should be aware of these risk factors before making a decision to purchase shares in our Company's common stock. If any of the following risk materialize, it could be extremely harmful to the future operations of Oroplata and have an adverse effect on our stock price, if and when it ever is quoted. A potential investor must be aware that he or she could lose their entire investment in Oroplata.
Risks Factors Which May Affect Our Business
Because our auditors have issued a going concern opinion and we may not be able to achieve our objectives and may have to suspend or cease exploration activity.
Our auditors' report dated
December 24, 2013on our financial statements, as included in our Annual Report on Form 10-K for the year ended September 30, 2013, expressed an opinion that our Company's capital resources as of September 30, 2013are not sufficient to sustain operations or complete our planned activities for the upcoming year unless we are able to raise additional funds in the near future due to our estimated future exploration costs and need for working capital. These conditions raise substantial doubt about our ability to continue as a going concern. If we do not obtain additional funds there is the distinct possibility that we will no longer be a going concern and will cease operations which means any potential investor acquiring shares under this offering will lose their entire investment in Oroplata.
Since mineral exploration is a highly speculative venture, any potential investor purchasing our stock under this offering might likely lose their entire investment.
Potential investors should be aware of the difficulties normally encountered by new mineral exploration companies such Oroplata and the high rate of failure of companies such as ours. Exploration for minerals is a speculative venture necessarily involving substantial risk. The expenditures to be made by us on our exploration program may not result in the discovery of commercially exploitable reserves of valuable minerals. The likelihood of success must be considered in light of the problems, expenses, difficulties, complications and delays encountered in connection with the exploration of the Leomary which we are planning to undertake in the future. The probability of a mineral claim ever having commercially exploitable reserves is extremely remote, and in all probability the Leomary does not contain any reserves. Any funds spent on the exploration of the Leomary will probably be lost. Problems such as unusual or unexpected formations and other conditions are involved in mineral exploration and often result in unsuccessful exploration efforts. We may also become subject to significant liability for pollution, cave-ins or hazards, which we cannot insure or which we may elect not to insure. In such a case, we would be unable to complete our business plan and our future shareholders may lose their entire investment. 38
If we don't obtain additional financing our business will fail.
Our cash as of
March 31, 2014is not estimated to be sufficient to complete Phase II of our proposed exploration on the Leomary. We will need to obtain additional financing in order to complete our business plan. As of March 31, 2014, we had cash on hand of $30,335against $70,707in current liabilities. Our business plan calls for significant expenses in connection with the exploration of the Leomary. Our next phase of the proposed exploration program on the Leomary Claim as recommended by our consulting geologist is estimated to cost $95,843. Furthermore, if our exploration program is successful in discovering commercially exploitable reserves of valuable minerals, we will require additional funds in order to place the Leomary into commercial production. While we do not presently have sufficient information about the claims to estimate the amount required to place the mineral claims into commercial production, there is a risk that we may not be able to obtain whatever financing is required. Obtaining additional financing will depend on a number of factors, including market prices for minerals, investor acceptance of the Leomary, and investor sentiment. These factors may make the timing, amount, terms or conditions of additional financing unavailable to us. If we are unsuccessful in obtaining additional financing when we need it, our business may fail before we ever become profitable and our shareholders may lose their entire investment.
It is impossible to evaluate the investment merits of our company because we have no operating history.
We are an exploration stage company with no operating history upon which an evaluation of our future success or failure can be made. We were incorporated on
October 6, 2011, and, to date, we have accumulated a net loss of $120,372against no revenue. Thus far, our activities have been primarily limited to organizational matters, acquiring our mineral claim, obtaining a geology report, undertaking preliminary exploration work on the Leomary and the preparation and filing of this registration statement of which this prospectus is a part.
We have no known mineral reserves on the Leomary.
Our Company is in the initial phase of our exploration program on the Leomary. It is unknown whether the Leomary contains viable mineral reserves. If we do not find a viable mineral reserve, or if we cannot exploit the mineral reserve, either because we have insufficient capital resources or because it is not be economically feasible to do it, we may have to cease operations and any potential investor may lose their investment. Mineral exploration is a highly speculative endeavor. It involves many risks and is often non-productive. Even if mineral reserves are discovered on the Leomary our production capabilities will be subject to further risks and uncertainties including:
(i) Costs of bringing the Leomary into production including exploration work,
preparation of production feasibility and environmental studies, and
construction of production facilities, all of which we have not budgeted for;
(ii) Availability and costs of financing;
(iii) Ongoing costs of production; and
(iv) Environmental compliance regulations and restraints.
Market factors in the mining business are out of our control and so we may not be able to profitably sell any minerals that we find.
We have no known ore reserves but even if we are successful in locating commercially exploitable reserves of valuable minerals, we can provide no assurance that we will be able to sell such reserves. Numerous factors beyond our control may affect the marketability of any minerals discovered. These factors include fluctuations in the market price of such minerals due to changes in supply or demand, the proximity and capacity of processing facilities for the discovered minerals, government regulations, including regulations relating to prices, taxes, royalties, land tenure, land use, importing and exporting of minerals and environmental protection. The precise effect of these factors cannot be accurately predicted, but the combination of these factors may result in us not receiving an adequate return on invested capital so that our investors may lose their entire investment. 39 --------------------------------------------------------------------------------
If we cannot compete successfully with other exploration companies, our exploration program may suffer and our shareholders may lose their investment.
Many of the resource exploration stage companies located in the
Dominican Republicwith whom we compete have greater financial and technical resources than we do. Accordingly, these competitors may be able to spend greater amounts on acquisitions of properties of merit and on exploration of their properties. In addition, they may be able to afford greater geological expertise in the targeting and exploration of resource properties. As a result, our competitors will likely have resource properties of greater quality and interest to prospective investors who may finance additional exploration and to senior exploration stage companies that may purchase resource properties or enter into joint venture agreements with junior exploration stage companies. This competition could adversely impact our ability to finance the exploration of the Leomary.
Because we anticipate our future operating cost of the Leomary will increase prior to Oroplata earning revenue, we may never achieve profitability.
Prior to completion of our exploration activities, we anticipate we will increases operating expenses on the exploration of the Leomary without realizing any revenues from the minerals thereon. We, therefore, expect to incur significant losses into the foreseeable future. We recognize that if we are unable to generate significant revenues from the exploration of our mineral claims and the production of minerals thereon, if any, we will not be able to earn profits or continue operations. There is no history upon which to base any assumption as to the likelihood that we will prove successful, and we may not be able to ever generate any operating revenues or achieve profitable operations. If we are unsuccessful in addressing these risks, our business will most likely fail.
We may not have access to all of the supplies and materials we need to further explore the Leomary which could cause us to delay or suspend exploration activity.
Provided we have sufficient funds to carry out exploration activity, competition and unforeseen limited sources of supplies in the industry could result in occasional spot shortages of supplies, such as dynamite, and certain equipment such as bulldozers and excavators that we might need to conduct further exploration on the Leomary. We have not attempted to locate or negotiate with any suppliers of products, equipment or materials. We will attempt to locate products, equipment and materials as and when we are able to raise the requisite capital. If we cannot find the products and equipment we need, we will have to suspend our exploration plans until we do find the products and equipment we need.
Since our officer and director has other business interests including being a geological consultant, he will be devoting approximately twenty hours per month to our operations, which may result in periodic interruptions or suspensions of exploration.
Mr. Sosa, has other outside business activities due to his being a geological consultant and will only be devoting approximately 20 hours per month, to our operations. As a result, our operations may be sporadic and occur at times that are convenient to him. Consequently, our business activities may be periodically interrupted or suspended.
Because mineral exploration and development activities are inherently risky, we may be exposed to environmental liabilities. If such an event were to occur it may result in a loss of a potential investor's investment in our company.
The business of mineral exploration and extraction involves a high degree of risk. Few properties that are explored are ultimately developed into production. At present, the Leomary, our sole property, does not have a known body of commercial ore. Unusual or unexpected formations, formation pressures, fires, power outages, labor disruptions, flooding, explosions, cave-ins, landslides and the inability to obtain suitable or adequate machinery, equipment or labor are other risks involved in extraction operations and the conduct of exploration programs. We do not carry liability insurance with respect to our mineral exploration operations and we may become subject to liability for damage to life and property, environmental damage, cave-ins or hazards. There are also physical risks to the exploration personnel working in the rugged terrain of the Leomary, often in poor climatic conditions. Previous mining exploration activities may have caused environmental damage to the Leomary. It may be difficult or impossible to assess the extent to which such damage was caused by us or by the activities of previous operators, in which case, any indemnities and exemptions from liability may be ineffective. If the Leomary is found to have commercial quantities of ore, we would be subject to additional risks respecting any development and production activities. We would also be subject to an environmental study imposed by the
Ministry of Minesfor the Dominican Republicprior to a production decision being made. This usually is a costly study for which we presently do not have the resources to undertake. Most exploration projects do not result in the discovery of commercially mineable deposits of ore. 40
Assurance of Title to the Leomary
We have taken all reasonable steps to attempt to ensure that proper title to the Leomary has been obtained and that all grants of such rights thereunder, if any, have been registered with the appropriate public offices in the
Dominican Republic. Despite the due diligence conducted by us, there is no guarantee that title to the Leomary will not be challenged or impugned. Our mineral property interests may be subject to prior unregistered agreements or transfers and title may be affected by undetected defects.
The Leomary is located in the
The Leomary is located in the
Dominican Republic. In the past, the Dominican Republichas been subject to political and social changes and uncertainties which may cause changes to existing government regulations affecting mineral exploration and mining activities. Our mineral exploration activities in the Dominican Republicmay be adversely affected in varying degrees by changing governmental regulations relating to the mining industry or shifts in political conditions that increase the costs related to our activities or maintaining our the Leomary Claim. Finally, the Dominican Republic'sstatus as a developing country may make it more difficult for us to obtain required financing for our property.
Since substantially all of our assets, our sole director and officer are outside
Substantially all of our assets are located outside
the United Statesand we do not currently maintain a permanent place of business within the United States. We were incorporated in the State of Nevadaand have an agent for service in Carson City, Nevada. Our agent for service will accept on our behalf the service of any legal process and any demand or notice authorized by law to be served upon a corporation. Our agent for service will not, however, accept service on behalf of our sole officer or director. Our sole officer and director is a resident of the Dominican Republicand he does not have an agent for service in the United States. Therefore, it may be difficult for investors to enforce within the United Statesany judgments obtained against us or our sole officer or director, including judgments predicated upon the civil liability provisions of the securities laws of the United Statesor any state thereof.
If we are unable to hire and retain key personnel, we may not be able to implement our business plan and our business will fail.
We will compete with other mining companies in the recruitment and retention of qualified managerial and technical employees. Even thought our President is a geologist himself he will require other qualified individuals to help explore and, hopefully, develop the Leomary. Our success will be largely dependent upon our ability to hire highly qualified personnel. This is particularly true in highly technical businesses such as mineral exploration. These individuals may be in high demand since there are numerous mining companies, both large and small, actively exploring mineral properties in the
Dominican Republicand we may not be able to attract the individuals we need. In addition, we may not be able to afford the high salaries and fees demanded by qualified personnel, or may lose such employees after they are hired. Currently, we have not hired any key personnel other than our sole director and officer and we do not intend to do so for the next 12 months and until we have proved mineral reserves. If we are unable to hire key personnel when needed, our exploration program may be slowed down or suspended.
There is a significant cost associated with reporting under the Exchange Act which might have a financial impact upon our operations.
Since our registration statement is effective, Oroplata will apply to become a reporting company under the Exchange Act. As a result, we are required to file annual and quarterly reports and proxy materials with the
SEC. Due to the significant cost associated with meeting these reporting obligations, we may have insufficient funds for the exploration and development of the Leomary which may cause our business to fail. 41 --------------------------------------------------------------------------------
Risks Related To the Ownership of Oroplata Common Shares
Our sole director and officer owns the majority of the voting stock, which will allow him to make decisions and effect transactions without any shareholder approval.
Our director and officer own 62.5% of our issued and outstanding shares. Accordingly, he is able to control, among other things, the outcome of stockholders' votes, including the election of directors, adoption of amendments to our Bylaws and Articles of Incorporation and approval of significant corporate transaction such as mergers.
Without a public market there is no liquidity for our shares and our potential investors may never be able to sell their shares which would result in a total loss of their investment.
Our common shares are not listed on any exchange or quotation system and do not have a market maker which results in no market for our shares. Therefore, our shareholders will not be able to sell their shares in an organized market place unless they sell their shares privately. If this happens, our shareholders might not receive a price per share which they might have received had there been a public market for our shares. Now that our registration statement has become effective, it is our intention to apply for a quotation on the 'Over the Counter Bulletin Board' ("OTCBB") whereby:
? We will have to be sponsored by a participating market maker who will file a
Form 211 on our behalf since we will not have direct access to the FINRA
? We will not be quoted on the OTCBB unless we are current in our periodic
reports; being at a minimum Forms 10K and 10Q; filed with the
regulatory authorities. Presently, we estimate the time it will take us to be quoted on the OTCBB is approximately nine months. However, we cannot be sure we will be able to obtain a participating market maker or be approved for a quotation on the OTCBB. If this is the case, there will be no liquidity for the shares of our shareholders.
Even if a market develops for our shares, our shares may be thinly traded, with wide share price fluctuations, low share prices and minimal liquidity.
If a market for our shares develops, the share price may be volatile with wide fluctuations in response to several factors, including:
? Potential investors' anticipated feeling regarding our results of operations; ? Increased competition and/or variations in mineral prices; ? Our ability or inability to generate future revenues; and ? Market perception of the future of the mineral exploration industry.
In addition, if our shares are traded on the OTCBB, our share price may be impacted by factors that are unrelated or disproportionate to our operating performance. Our share price might be affected by general economic, political and market conditions, such as recessions, interest rates or international currency fluctuations. In addition, even if our stock is approved for quotation by a market maker through the OTCBB, stocks traded over this quotation system are usually thinly traded, highly volatile and not followed by analysts. These factors, which are not under our control, may have a material effect on our share price.
In the future we feel that we will need to sell additional shares to meet our cash needs which will result in a dilution effect to our shareholders.
One way we will be able to obtain additional funds for working capital and for future exploration work on the Leomary is through the issuance of shares from our Treasury. Any future issuance of shares by our company will cause a dilution effect to our existing shareholder in that their percentage ownership in our company will be reduced percentage wise. The more shares we have to issue the greater the dilution effect to our existing shareholders. 42 --------------------------------------------------------------------------------
As the shares of our common stock are 'penny stock', many brokers are unwilling to effect transactions in such common stock which can make it difficult for our potential shareholders to sell their shares of our common stock if a market develops for that common stock. Our common stock is defined as a 'penny stock' pursuant to Rule 3a51-1 pursuant to the Securities Exchange Act of 1934. Penny stock is subject to Rules 15g-1 through 15g-10 of the Securities Exchange Act of 1934. Those rules require broker-dealers, before effecting transactions in any 'penny stock', to: ? Deliver to the customer and obtain a written receipt for giving him the disclosure document; ? Disclose certain price information regarding the penny stock; ? Disclose the amount of compensation received by the broker-dealer or any associated person of the broker dealer; ? Send monthly statements to the customer with market and price information about the penny stock, and ? In some circumstances, approve the purchasers account pursuant to certain standard and deliver written statements to the customer with information specified in those rules. Rather than comply with those rules, many broker-dealers refuse to enter into penny stock transactions which may make it more difficult for investors to sell their shares of our common stock and thereby liquidate their investments.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
There has been no change in our securities since the fiscal year ended
September 30, 2013other than our sole director and officer personally sold 15,000,000 common shares leaving him with a balance of 25,000,000 common shares.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES