ITEM 1. BUSINESS
Business
Oregon Gold, Inc. (“Oregon Gold” or the “Company”) is engaged in the identification, acquisition, exploration and development of mining prospects believed to have gold mineralizations. The main objective is to explore, identify, and develop commercially viable mineralizations on prospects over which the Company has rights that could produce revenues. These types of prospects may also contain mineralization of metals often found with gold which also may be worth processing. Exploration and development for commercially viable mineralization of any metal includes a high degree of risk which careful evaluation, experience and factual knowledge may not eliminate, and therefore, we may never produce any significant revenues.
We currently do not have capital to implement our business plan and must obtain funding. If we do not receive funding, we will have to discontinue our business plan. The independent auditors of Oregon Gold have qualified their opinion as to our ability to continue as a going concern. To fund our operations, we intend to seek either debt or equity capital or both, or the possibility of a merger with a business with ongoing profitable operations, among other things.
Oregon Gold has no commitments for funding from unrelated parties or any other agreements that will provide working capital. We cannot give any assurance that Oregon Gold will locate any funding or enter into any agreements that will provide the required operating capital, especially in light of the current global economic crises.
As of August 27, 2009, Yinfang Yang acquired control of Oregon Gold by purchasing approximately 79.2% of the issued and outstanding shares of common stock of Oregon Gold directly from Pacific Gold Corporation. Ms. Yang is currently the sole director, as well as the Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”) of Oregon Gold.
Gold Orientation
Throughout history, gold has been a desired metal for monetary purposes and for jewelry. Because there is an active market for gold and consistent demand and use, we believe that if we find a viable mineralization, we will be able to sell any gold we produce with little difficulty. Of course, there is no assurance that we will find any mineralization or one that is commercially viable. Fundamentally, whether or not a mineralization is viable depends on the cost of production versus the price at which we can dispose of the metal. We believe that alluvial and placer deposits are less expensive to operate to produce saleable product. We also believe that the required filings and permits are easier to obtain for these kinds of prospects than for underground mines. Based on the current estimates of operating costs and the current price of gold in the global market, we believe these kinds of prospects can be operated profitably if there is a sufficient percentage of the mineralization in a particular prospect to be commercially viable.
We have obtained and in the future will seek prospects in areas where there have been previous mining operations. We believe that this gives some indication that there may be mineralizations within our prospects to justify the cost of staking, maintenance and exploration.
Oregon Gold, Inc.
Oregon Gold has a number of prospects in the Siskiyou National Forest, in Josephine County, Oregon. These prospects cover approximately 280 acres of placer deposits in one area and another 37 acres in a second, almost contiguous area. The property is accessible from a gravel road that connects with a local paved road. Maintenance of the gravel road is moderate. In some places a stream must be forded for access. Generally, there is ample water from the perennial stream bordering the prospects available for exploratory and later implementation of the business plan. Water use is subject to meeting permitting requirements. Power will be available through generators brought to and operated onsite.
Oregon Gold currently owns the Defiance Mine and additional claims in Josephine County, Oregon. The company operated the Defiance Mine during the summer and fall of 2004. Mining activity concluded for the winter at the end of November 2004. The Company plans to initiate a new mining plan of operations on its claims in Josephine County, if adequate funding is obtained. We renewed our claims in August 2009, and management is currently investigating their economic feasibility.
In June of 2005, the Company conducted a testing program on the Bear Bench claims. The testing confirmed gold presence and indicates future testing is warranted.
Regulation
The exploration and development of a mining prospect is subject to regulation by a number of federal and state government authorities. These include the United States Environmental Protection Agency and the Bureau of Land Management as well as the various state environmental protection agencies. The regulations address many environmental issues relating to air, soil, and water contamination and apply to many mining related activities including exploration, mine construction, mineral extraction, ore milling, water use, waste disposal, and use of toxic substances. In addition, we are subject to regulations relating to labor standards, occupational health and safety, mine safety, general land use, export of minerals, and taxation. Many of the regulations require permits or licenses to be obtained and the filing of Notices of Intent and Plans of Operations, the absence of which or inability to obtain will adversely affect the ability for us to conduct our exploration, development and operation activities. The failure to comply with the regulations and terms of permits and licenses may result in fines or other penalties or in revocation of a permit or license or loss of a prospect.
We must comply with the annual staking and patent maintenance requirements of the State of Oregon and the United States Bureau of Land Management. We must also comply with the filing requirements of our proposed exploration and development, including Notices of Intent and Plans of Operations. In connection with our exploration and assessment activities, we have pursued necessary permits where exemptions have not been available although, to date, most of these activities have been done under various exemptions. We will need to file for water use and other extractive-related permits in the future.
Competition
We expect to compete with many mining and exploration companies in identifying and acquiring claims with gold mineralization. We believe that most of our competitors have greater resources than us. We also expect to compete for qualified geological and environmental experts to assist us in our exploration of mining prospects, as well as any other consultants, employees and equipment that we may require in order to conduct our operations. We cannot give any assurances that we will be able to compete without adequate financial resources.
Employees
The Company does not have any employees. Current corporate structure is managed by the sole board member and President, Ms. Yinfang Yang and Vice President, Mr. Young Chen.
We expect to hire heavy machinery operators, geological experts, engineers and other operations consultants, independent contractors, and laborers from time to time, for differing periods to facilitate the implementation of our business plan.
Executive Offices
Our principal executive offices are located at 465 South Meadows Parkway, Suite 20, Reno, Nevada 89521. The corporate address in China is A-911 Zhong Shen Hua Yuan, Cai Tian Nan Lu, Shenzhen, China. Our telephone number in China is 861380.679.3033.
ITEM 1A.
ITEM 1A. RISK FACTORS.
Smaller reporting companies are not required to provide disclosure pursuant to this Item.
ITEM 1B.
ITEM 1B. UNRESOLVED STAFF COMMENTS.
Smaller reporting companies are not required to provide disclosure pursuant to this Item.
ITEM 2.
ITEM 2. PROPERTIES.
All mining claims owned or leased by Oregon Gold are federal mining claims under the jurisdiction of the Bureau of Land Management and/or the United States Forest Service. The claims are valid for one year and require a renewal prior to September 1st of each year.
Oregon Gold has 14 placer claims covering approximately 280 acres in Josephine County, Oregon. Included in these claims is the Defiance Mine, a fully permitted, previously operational mine located in southwestern Oregon. The Defiance Mine is approximately 37.5 acres in size. The Company has a 5% net smelter royalty payable only on the 37.5 acres covered by the Defiance Mine.
ITEM 3.
ITEM 3. LEGAL PROCEEDINGS.
None.
ITEM 4.
ITEM 4. [RESERVED].
PART II
ITEM 5.
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.
Market Information
Our common stock did not begin trading on the Over-the-Counter Bulletin Board (“OTCBB”) until March 17, 2009, and we currently trade under the symbol “ORGG.”
Our common shares are designated as “penny stock”. The SEC has adopted rules (Rules 15g-2 through l5g-6 of the Exchange Act), which regulate broker-dealer practices in connection with transactions in “penny stocks.” Penny stocks generally are any non-NASDAQ equity securities with a price of less than $5.00, subject to certain exceptions. The penny stock rules require a broker-dealer to deliver a standardized risk disclosure document prepared by the SEC, to provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction, monthly account statements showing the market value of each penny stock held in the customer’s account, to make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written agreement to the transaction. These disclosure requirements may have the effect of reducing the level of trading activity, if any, in the secondary market for a stock that is subject to the penny stock rules. Since our common shares are subject to the penny stock rules, persons holding or receiving such shares may find it more difficult to sell their shares. The market liquidity for the shares could be severely and adversely affected by limiting the ability of broker-dealers to sell the shares and the ability of shareholders to sell their stock in any secondary market.
The trading volume in our common stock has been and is extremely limited. The limited nature of the trading market can create the potential for significant changes in the trading price for our common stock as a result of relatively minor changes in the supply and demand for common stock and perhaps without regard to our business activities.
The market price of our common stock may be subject to significant fluctuations in response to numerous factors, including: variations in our annual or quarterly financial results or those of our competitors; conditions in the economy in general; announcements of key developments by competitors; loss of key personnel; unfavorable publicity affecting our industry or us; adverse legal events affecting us; and sales of our common stock by existing stockholders.
Dividends
We have not paid any dividends to date. We can give no assurance that our proposed operations will result in sufficient revenues to enable profitable operations or to generate positive cash flow. For the foreseeable future, we anticipate that we will use any funds available to finance the growth of our operations and that we will not pay cash dividends to stockholders. The payment of dividends, if any, in the future is within the discretion of the Board of Directors and will depend on our earnings, capital requirements, restrictions imposed by lenders and financial condition, and other relevant factors.
As of the date of this Annual Report, we have not authorized any equity compensation plan, nor has our Board of Directors authorized the reservation or issuance of any securities under any equity compensation plan.
Holders
As of March 31, 2010 we have 58 shareholders of record of our common stock.
Recent Sales Of Unregistered Securities
None.
ITEM 6.
ITEM 6. SELECTED FINANCIAL DATA.
Smaller reporting companies are not required to provide disclosure pursuant to this Item.
ITEM 7.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
Forward Looking Statements
From time to time, we or our representatives have made or may make forward-looking statements, orally or in writing. Such forward-looking statements may be included in, but not limited to, press releases, oral statements made with the approval of an authorized executive officer or in various filings made by us with the Securities and Exchange Commission. Words or phrases "will likely result", "are expected to", "will continue", "is anticipated", "estimate", "project or projected", or similar expressions are intended to identify "forward-looking statements". Such statements are qualified in their entirety by reference to and are accompanied by the above discussion of certain important factors that could cause actual results to differ materially from such forward-looking statements.
Management is currently unaware of any trends or conditions other than those mentioned in this discussion and analysis that could have a material adverse effect on the Company's financial position, future results of operations, or liquidity. However, investors should also be aware of factors that could have a negative impact on the Company's prospects and the consistency of progress in the areas of revenue generation, liquidity, and generation of capital resources. These include: (i) variations in revenue, (ii) possible inability to attract investors for its equity securities or otherwise raise adequate funds from any source should the Company seek to do so, (iii) increased governmental regulation, (iv) increased competition, (v) unfavorable outcomes to litigation involving the Company or to which the Company may become a party in the future and (vi) a very competitive and rapidly changing operating environment.
The risks identified here are not all inclusive. New risk factors emerge from time to time and it is not possible for management to predict all of such risk factors, nor can it assess the impact of all such risk factors on the Company's business or the extent to which any factor or combination of factors may cause actual results to differ materially from those contained in any forward-looking statements. Accordingly, forward-looking statements should not be relied upon as a prediction of actual results.
The financial information set forth in the following discussion should be read with the financial statements of Oregon Gold included elsewhere herein.
Financial Condition and Changes in Financial Condition
Overall Operating Results:
The Company had no revenues from the sale of gold for the years ended December 31, 2009 or 2008.
The Company had $53,035 in general and administrative expenses during 2009. Of this expense, $21,634 was for accounting expenses, $12,734 for legal expenses, and $18,667 for other consulting and administrative expenses.
In the second quarter of 2009, the Company exchanged the $500,000 note to its former parent company, offering the note as a convertible note at a conversion price of $0.05 per share. As the fair market value at the date of issuance exceeded the effective conversion price, the Company recorded a beneficial conversion feature, which is amortized to non-cash interest expense over the life of the note (one year) using the straight line method. The initial beneficial conversion feature recorded in the second quarter of 2009 was $400,000 and amortization for the year ended December 31, 2009 was $284,932.
In 2008, the Company had extraordinary income from the settlement of its lawsuit against Myron Corcoran in the amount of $50,396. The cash generated from the extraordinary item was used to repay part of the note advanced from its parent. Operating expenses for the year ended December 31, 2008 totaled $37,440. Legal and professional fees of $32,309 were incurred for services performed with respect to the lawsuit against Mr. Corcoran, mining prospect evaluation, as well as SEC reporting compliance and accounting fees. The remaining expenses relate to office and general administrative costs.
We believe we will incur substantial expenses for the near term as we progress with our evaluations of future mining prospects.
Liquidity and Capital Resources:
Since inception to December 31, 2009, we have funded our operations with advances from our former parent company (Pacific Gold Corporation), settlement from a lawsuit and advances from the Company’s new owner, At December 31, 2009, we had unsecured notes payable, accounts payable, and accrued expenses from these fundings totaling $430,185.
As of December 31, 2009, our assets totaled $224,959, which consisted primarily of mineral rights. Our total liabilities were $430,185 which primarily consisted of notes payable of $385,839, accounts payable and accrued expenses of $44,346. We had an accumulated deficit of $661,646. Oregon Gold had negative working capital of $430,127 at December 31, 2009.
Our independent auditors, in their report on the financial statements, have indicated that the Company has experienced recurring losses from operations and may not have enough cash and working capital to fund its operations beyond the very near term, which raises substantial doubt about our ability to continue as a going concern. Management has made a similar note in the financial statements. As indicated herein, we have need of capital for the implementation of our business plan, and we will need additional capital for continuing our operations. We do not have sufficient revenues to pay our expenses of operations. Unless the Company is able to raise working capital, it is likely that the Company either will have to cease operations or substantially change its methods of operations or change its business plan.
Significant Accounting Policies
Cash and Cash Equivalents
For purposes of the statement of cash flows, Oregon Gold considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. The Company has no cash in excess of FDIC federally insured limits and no cash equivalents as of December 31, 2009 and 2008.
Revenue Recognition
Oregon Gold recognizes revenue from the sale of gold when persuasive evidence of an arrangement exists, services have been rendered, the sales price is fixed or determinable, and collection is reasonably assured, which is determined when it places a sale order of gold from its inventory on hand with the refinery. For the years ended December 31, 2009 and 2008, there was no revenue.
Accounts Receivable/Bad Debt
The allowance for doubtful accounts is maintained at a level sufficient to provide for estimated credit losses based on evaluating known and inherent risks in the receivables portfolio. Management evaluates various factors including expected losses and economic conditions to predict the estimated realization on outstanding receivables. As of December 31, 2009 and 2008, there was no allowance for bad debts.
Property and Equipment
Property and equipment are valued at cost. Additions are capitalized and maintenance and repairs are charged to expense as incurred. Gains and losses on dispositions of equipment are reflected in operations. Depreciation is provided using the straight-line method over the estimated useful lives of the assets.
Impairment of Long-Lived Assets
Oregon Gold reviews the carrying value of its long-lived assets annually or whenever events or changes in circumstances indicate that the historical cost-carrying value of an asset may no longer be appropriate. Oregon Gold assesses recoverability of the carrying value of the asset by estimating the undiscounted future net cash flows, which depend on estimates of metals to be recovered from proven and probable ore reserves, and also identified resources beyond proven and probable reserves, future production costs and future metals prices over the estimated remaining mine life. If undiscounted cash flows are less than the carrying value of a property, an impairment loss is recognized based upon the estimated expected future net cash flows from the property discounted at an interest rate commensurate with the risk involved. If the future net cash flows are less than the carrying value of the asset, an impairment loss is recorded equal to the difference between the asset’s carrying value and fair value.
All mine-related costs, other than acquisition costs, are expensed prior to the establishment of proven or probable reserves. Reserves designated as proven and probable are supported by a final feasibility study, indicating that the reserves have had the requisite geologic, technical and economic work performed and are legally extractable at the time of reserve determination. Once proven or probable reserves are established, all development and other site-specific costs are capitalized.
Capitalized development costs and production facilities are depleted using the units-of-production method based on the estimated gold which can be recovered from the ore reserves processed. There has been no change to the estimate of proven and probable reserves. Lease development costs for non-producing properties are amortized over their remaining lease term if limited. Maintenance and repairs are charged to expense as incurred.
The fair value of an asset retirement obligation is recognized in the period in which it is incurred if a reasonable estimate of fair value can be made. The present value of the estimated asset retirement costs is capitalized as part of the carrying amount of the long-lived asset. For Oregon Gold, asset retirement obligations primarily relate to the abandonment of ore-producing property and facilities. There are currently no obligations.
Income Taxes
The Company follows the asset and liability method of accounting for income taxes. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. A valuation allowance is recorded to reduce the carrying amounts of deferred tax assets unless management believes it is more likely than not that such assets will be realized.
Basic and Diluted Income / (Loss) Per Share
The basic net loss per common share is computed by dividing the net loss by the weighted average number of common shares outstanding. Diluted net loss per common share is computed by dividing the net loss adjusted on an "as if converted" basis, by the weighted average number of common shares outstanding plus potential dilutive securities.
As of December 31, 2009 and 2008, the Company had a note payable for $500,000, convertible into shares of common stock at $0.05 per share. As the conversion price was higher than the market price, there was no dilutive effect as of December 31, 2009 and 2008.
Environmental Remediation Liability
The Company has not begun mining its claims held. Until such time as mining activities commence, the Company believes that it has adequately mitigated any liability that could be incurred by the Company to reclaim lands disturbed in its mining process.
Fair Value of Financial Instruments
Accounting principles generally accepted in the United States of America require disclosing the fair value of financial instruments to the extent practicable for financial instruments, which are recognized or unrecognized in the balance sheet. The fair value of the financial instruments disclosed herein is not necessarily representative of the amount that could be realized or settled, nor does the fair value amount consider the tax consequences of realization or settlement. In assessing the fair value of these financial instruments, the Company uses a variety of methods and assumptions, which were based on estimates of market conditions and risks existing at that time. For certain instruments, including cash, accounts payable, accrued liabilities and convertible notes payable, it was estimated that the carrying amount approximated fair value for the majority of these instruments because of their short maturity.
Share Based Compensation
Stock-based awards to non-employees are accounted for using the fair value method.
The Company adopted provisions which requires that we measure and recognize compensation expense at an amount equal to the fair value of share-based payments granted under compensation arrangements.
The Company has adopted the “modified prospective” method, which results in no restatement of prior period amounts. This method would apply to all awards granted or modified after the date of adoption. In addition, compensation expense must be recognized for any unvested stock option awards outstanding as of the date of adoption on a straight-line basis over the remaining vesting period. The Company will calculate the fair value of options using a Black-Scholes option pricing model. The Company does not currently have any outstanding options subject to future vesting therefore no charge is required for the period ended December 31, 2009. Our method also requires the benefits of tax deductions in excess of recognized compensation expense to be reported in the Statement of Cash Flows as a financing cash inflow rather than an operating cash inflow. In addition, our method required a modification to the Company’s calculation of the dilutive effect of stock option awards on earnings per share. For companies that adopt the “modified prospective” method, disclosure of pro forma information for periods prior to adoption must continue to be made.
Development Stage Policy
The Company has not earned revenue from planned principal operations since inception (February 18, 2003). Accordingly, the Company's activities have been accounted for as those of a "Development Stage Enterprise" as set forth by current authoritative account literature. Among the disclosures required by current accounting literature are that the Company's financial statements be identified as those of a development stage company, and that the statements of operations, stockholders' equity and cash flows disclose activity since the date of the Company's inception.
Recently Adopted and Recently Enacted Accounting Pronouncements
In April 2008, the FASB issued ASC 350-10, "Determination of the Useful Life of Intangible Assets." ASC 350-10 amends the factors that should be considered in developing renewal or extension assumptions used to determine the useful life of a recognized intangible asset under ASC 350-10, "Goodwill and Other Intangible Assets." ASC No. 350-10 is effective for fiscal years beginning after December 15, 2008. The adoption of this ASC did not have a material impact on our consolidated financial statements.
In April 2009, the FASB issued ASC 805-10, "Accounting for Assets Acquired and Liabilities assumed in a Business Combination That Arise from Contingencies-an amendment of FASB Statement No. 141 (Revised December 2007), Business Combinations". ASC 805-10 addresses application issues raised by preparers, auditors and members of the legal profession on initial recognition and measurement, subsequent measurement and accounting and disclosure of assets and liabilities arising from contingencies in a business combination. ASC 805-10 is effective for assets or liabilities arising from contingencies in business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2008. ASC 805-10 will have an impact on our accounting for any future acquisitions and its consolidated financial statements.
In May 2009, the FASB issued, which is included in ASC Topic 855, Subsequent Events. ASC Topic 855 established principles and requirements for evaluating and reporting subsequent events and distinguishes which subsequent events should be recognized in the financial statements versus which subsequent events should be disclosed in the financial statements. ASC Topic 855 also requires disclosure of the date through which subsequent events are evaluated by management. ASC Topic 855 was effective for interim periods ending after June 15, 2009 and applies prospectively. Because ASC Topic 855 impacts the disclosure requirements, and not the accounting treatment for subsequent events, the adoption of ASC Topic 855 did not impact our consolidated results of operations or financial condition. See Note 10 for disclosures regarding our subsequent events.
Effective July 1, 2009, we adopted the Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") 105-10, Generally Accepted Accounting Principles-Overall ("ASC 105-10"). ASC 105-10 establishes the FASB Accounting Standards Codification (the "Codification") as the source of authoritative accounting principles recognized by the FASB to be applied by nongovernmental entities in the preparation of financial statements in conformity with U.S. GAAP. Rules and interpretive releases of the SEC under authority of federal securities laws are also sources of authoritative U.S. GAAP for SEC registrants. All guidance contained in the Codification carries an equal level of authority. The Codification superseded all existing non-SEC accounting and reporting standards. All other non-grandfathered, non-SEC accounting literature not included in the Codification is non-authoritative. The FASB will not issue new standards in the form of Statements, FASB Staff Positions or Emerging Issues Task Force Abstracts. Instead, it will issue Accounting Standards Updates ("ASUs"). The FASB will not consider ASUs as authoritative in their own right. ASUs will serve only to update the Codification, provide background information about the guidance and provide the bases for conclusions on the change(s) in the Codification. References made to FASB guidance throughout these consolidated financials have been updated for the Codification.
In August 2009, the FASB issued ASU No. 2009-05, Measuring Liabilities at Fair Value, which provides additional guidance on how companies should measure liabilities at fair value under ASC 820. The ASU clarifies that the quoted price for an identical liability should be used. However, if such information is not available, an entity may use the quoted price of an identical liability when traded as an asset, quoted prices for similar liabilities or similar liabilities traded as assets, or another valuation technique (such as the market or income approach). The ASU also indicates that the fair value of a liability is not adjusted to reflect the impact of contractual restrictions that prevent its transfer and indicates circumstances in which quoted prices for an identical liability or quoted price for an identical liability traded as an asset may be considered level 1 fair value measurements. This ASU is effective October 1, 2009. We are currently evaluating the impact of this standard, but would not expect it to have a material impact on the our consolidated results of operations or financial condition.
Off Balance Sheet Arrangements
None.
ITEM 7A.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
Smaller reporting companies are not required to provide disclosure pursuant to this Item.
ITEM 8.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
REPORT OF INDEPENDENT REGISTERED ACCOUNTING FIRM
To the Board of Directors and Stockholders
Oregon Gold, Inc.
(A Development Stage Company)
We have audited the accompanying Balance Sheets of Oregon Gold, Inc., (a Development Stage Company), as of December 31, 2009 and 2008, respectively, and the related Statements of Operations, Stockholders’ Equity (Deficit), and Cash Flows for the years then ended and the period from February 18, 2003 (inception) through December 31, 2009. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based upon our audit.
We conducted our audit in accordance with standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Oregon Gold, Inc. as of December 31, 2009 and 2008, and the results of its operations and its cash flows for the periods described above in conformity with accounting principles generally accepted in the United States of America.
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. The Company has no current source of income or cash. These matters raise substantial doubt about the Company’s ability to continue as a going concern. These financial statements do not include any adjustments relating to the recoverability and classification of asset carrying amounts or the amount and classification of liabilities that may result should the Company be unable to continue as a going concern. See note 9 to the financial statements for further information regarding this uncertainty.
/s/ M&K CPAS, PLLC
M&K CPAS, PLLC
www.mkacpas.com
Houston, TX
March 31, 2009
See accompanying notes to financial statements
Oregon Gold, Inc.
(A Development Stage Company)
Statements of Operations
For the years ended December 31, 2009 and 2008
and the period from inception (February 18, 2003) through December 31, 2009
See accompanying notes to financial statements
Oregon Gold, Inc.
(A Development Stage Company)
Statements of Changes in Stockholders’ Deficit
For the Period from inception (February 18, 2003) through December 31, 2009
See accompanying notes to the financial statements
See accompanying notes to the financial statements
Oregon Gold, Inc.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
December 31, 2009
NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Organization
Oregon Gold, Inc. (“Oregon Gold” or the “Company”) was incorporated in the State of Oregon on February 18, 2003, under the name of GL Gold, Inc. On June 6, 2003, the Company filed an amendment with the State of Oregon changing its name to Oregon Gold, Inc.
Oregon Gold is engaged in the identification, acquisition, exploration and mining of prospects believed to have gold mineralization. Oregon Gold currently owns claims in Oregon. Its Defiance Mine property in Oregon began producing gold in commercial quantities in mid-2004.
Basis of Presentation
The Company's financial statements are presented in accordance with accounting principles generally accepted (GAAP) in the United States. The accompanying financial statements have been prepared solely from the accounts of the Company. The Company represents that they do not include personal accounts or those of any other operation in which the company was engaged.
Use of Estimates
The preparation of the Company’s financial statements in accordance with generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.
Cash and Cash Equivalents
For purposes of the statement of cash flows, Oregon Gold considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. The Company has no cash in excess of FDIC federally insured limits and no cash equivalents as of December 31, 2009 and 2008.
Revenue Recognition
Oregon Gold recognizes revenue from the sale of gold when persuasive evidence of an arrangement exists, services have been rendered, the sales price is fixed or determinable, and collection is reasonably assured, which is determined when it places a sale order of gold from its inventory on hand with the refinery. For the years ended December 31, 2009 and 2008, there was no revenue.
Accounts Receivable/Bad Debt
The allowance for doubtful accounts is maintained at a level sufficient to provide for estimated credit losses based on evaluating known and inherent risks in the receivables portfolio. Management evaluates various factors including expected losses and economic conditions to predict the estimated realization on outstanding receivables. As of December 31, 2009 and 2008, there was no allowance for bad debts.
Property and Equipment
Property and equipment are valued at cost. Additions are capitalized and maintenance and repairs are charged to expense as incurred. Gains and losses on dispositions of equipment are reflected in operations. Depreciation is provided using the straight-line method over the estimated useful lives of the assets.
Impairment of Long-Lived Assets
Oregon Gold reviews the carrying value of its long-lived assets annually or whenever events or changes in circumstances indicate that the historical cost-carrying value of an asset may no longer be appropriate. Oregon Gold assesses recoverability of the carrying value of the asset by estimating the undiscounted future net cash flows, which depend on estimates of metals to be recovered from proven and probable ore reserves, and also identified resources beyond proven and probable reserves, future production costs and future metals prices over the estimated remaining mine life. If undiscounted cash flows are less that the carrying value of a property, an impairment loss is recognized based upon the estimated expected future net cash flows from the property discounted at an interest rate commensurate with the risk involved. If the future net cash flows are less than the carrying value of the asset, an impairment loss is recorded equal to the difference between the asset’s carrying value and fair value.
All mine-related costs, other than acquisition costs, are expensed prior to the establishment of proven or probable reserves. Reserves designated as proven and probable are supported by a final feasibility study, indicating that the reserves have had the requisite geologic, technical and economic work performed and are legally extractable at the time of reserve determination. Once proven or probable reserves are established, all development and other site-specific costs are capitalized.
Capitalized development costs and production facilities are depleted using the units-of-production method based on the estimated gold which can be recovered from the ore reserves processed. During 2009, the Company assessed the current mining leases held and determined that there has been no change to the estimate of proven and probable reserves. Lease development costs for non-producing properties are amortized over their remaining lease term if limited. Maintenance and repairs are charged to expense as incurred.
The fair value of an asset retirement obligation is recognized in the period in which it is incurred if a reasonable estimate of fair value can be made. The present value of the estimated asset retirement costs is capitalized as part of the carrying amount of the long-lived asset. For Oregon Gold, asset retirement obligations primarily relate to the abandonment of ore-producing property and facilities. There are currently no obligations.
Income Taxes
The Company follows the asset and liability method of accounting for income taxes. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. A valuation allowance is recorded to reduce the carrying amounts of deferred tax assets unless management believes it is more likely than not that such assets will be realized.
Basic and Diluted Income / (Loss) Per Share
The basic net loss per common share is computed by dividing the net loss by the weighted average number of common shares outstanding. Diluted net loss per common share is computed by dividing the net loss adjusted on an "as if converted" basis, by the weighted average number of common shares outstanding plus potential dilutive securities. As of December 31, 2009 and 2008, the Company had no potentially dilutive common stock equivalents.
Environmental Remediation Liability
The Company has not begun mining in the claims held by Oregon Gold. Until such time as mining activities commence, the Company believes that it has adequately mitigated any liability that could be incurred by the Company to reclaim lands disturbed in its mining process.
Fair Value of Financial Instruments
The Company adopted a standard that defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (an exit price). The standard outlines a valuation framework and creates a fair value hierarchy in order to increase the consistency and comparability of fair value measurements and the related disclosures. Under this standard certain assets and liabilities must be measured at fair value, and disclosures are required for items measured at fair value.
The Company’s only financial instrument that must be measured under the new fair value standard is cash. The Company currently does not have non-financial assets or non-financial liabilities that are required to be measured at fair value on a recurring basis. The Company’s financial assets and liabilities are measured using inputs from the three levels of the fair value hierarchy. The three levels are as follows:
Level 1 - Inputs are unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date. The fair value of the Company’s cash is based on quoted prices and therefore classified as Level 1.
Level 2 - Inputs include quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability (e.g., interest rates, yield curves, etc.), and inputs that are derived principally from or corroborated by observable market data by correlation or other means (market corroborated inputs).
Level 3 - Unobservable inputs that reflect our assumptions about the assumptions that market participants would use in pricing the asset or liability.
Share Based Compensation
Stock-based awards to non-employees are accounted for using the fair value method.
The Company adopted provisions which requires that we measure and recognize compensation expense at an amount equal to the fair value of share-based payments granted under compensation arrangements.
The Company has adopted the “modified prospective” method, which results in no restatement of prior period amounts. This method would apply to all awards granted or modified after the date of adoption. In addition, compensation expense must be recognized for any unvested stock option awards outstanding as of the date of adoption on a straight-line basis over the remaining vesting period. The Company will calculate the fair value of options using a Black-Scholes option pricing model. The Company does not currently have any outstanding options subject to future vesting therefore no charge is required for the period ended December 31, 2009. Our method also requires the benefits of tax deductions in excess of recognized compensation expense to be reported in the Statement of Cash Flows as a financing cash inflow rather than an operating cash inflow. In addition, our method required a modification to the Company’s calculation of the dilutive effect of stock option awards on earnings per share. For companies that adopt the “modified prospective” method, disclosure of pro forma information for periods prior to adoption must continue to be made.
Development Stage Policy
The Company has not earned revenue from planned principal operations since inception (February 18, 2003). Accordingly, the Company's activities have been accounted for as those of a "Development Stage Enterprise" as set forth by current authoritative account literature. Among the disclosures required by current accounting literature are that the Company's financial statements be identified as those of a development stage company, and that the statements of operations, stockholders' equity and cash flows disclose activity since the date of the Company's inception.
Recently Adopted and Recently Enacted Accounting Pronouncements
In April 2008, the FASB issued ASC 350-10, "Determination of the Useful Life of Intangible Assets." ASC 350-10 amends the factors that should be considered in developing renewal or extension assumptions used to determine the useful life of a recognized intangible asset under ASC 350-10, "Goodwill and Other Intangible Assets." ASC No. 350-10 is effective for fiscal years beginning after December 15, 2008. The adoption of this ASC did not have a material impact on our consolidated financial statements.
In April 2009, the FASB issued ASC 805-10, "Accounting for Assets Acquired and Liabilities assumed in a Business Combination That Arise from Contingencies-an amendment of FASB Statement No. 141 (Revised December 2007), Business Combinations". ASC 805-10 addresses application issues raised by preparers, auditors and members of the legal profession on initial recognition and measurement, subsequent measurement and accounting and disclosure of assets and liabilities arising from contingencies in a business combination. ASC 805-10 is effective for assets or liabilities arising from contingencies in business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2008. ASC 805-10 will have an impact on our accounting for any future acquisitions and its consolidated financial statements.
In May 2009, the FASB issued, which is included in ASC Topic 855, Subsequent Events. ASC Topic 855 established principles and requirements for evaluating and reporting subsequent events and distinguishes which subsequent events should be recognized in the financial statements versus which subsequent events should be disclosed in the financial statements. ASC Topic 855 also requires disclosure of the date through which subsequent events are evaluated by management. ASC Topic 855 was effective for interim periods ending after June 15, 2009 and applies prospectively. Because ASC Topic 855 impacts the disclosure requirements, and not the accounting treatment for subsequent events, the adoption of ASC Topic 855 did not impact our consolidated results of operations or financial condition. See Note 10 for disclosures regarding our subsequent events.
Effective July 1, 2009, we adopted the Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") 105-10, Generally Accepted Accounting Principles-Overall ("ASC 105-10"). ASC 105-10 establishes the FASB Accounting Standards Codification (the "Codification") as the source of authoritative accounting principles recognized by the FASB to be applied by nongovernmental entities in the preparation of financial statements in conformity with U.S. GAAP. Rules and interpretive releases of the SEC under authority of federal securities laws are also sources of authoritative U.S. GAAP for SEC registrants. All guidance contained in the Codification carries an equal level of authority. The Codification superseded all existing non-SEC accounting and reporting standards. All other non-grandfathered, non-SEC accounting literature not included in the Codification is non-authoritative. The FASB will not issue new standards in the form of Statements, FASB Staff Positions or Emerging Issues Task Force Abstracts. Instead, it will issue Accounting Standards Updates ("ASUs"). The FASB will not consider ASUs as authoritative in their own right. ASUs will serve only to update the Codification, provide background information about the guidance and provide the bases for conclusions on the change(s) in the Codification. References made to FASB guidance throughout these consolidated financials have been updated for the Codification.
In August 2009, the FASB issued ASU No. 2009-05, Measuring Liabilities at Fair Value, which provides additional guidance on how companies should measure liabilities at fair value under ASC 820. The ASU clarifies that the quoted price for an identical liability should be used. However, if such information is not available, an entity may use the quoted price of an identical liability when traded as an asset, quoted prices for similar liabilities or similar liabilities traded as assets, or another valuation technique (such as the market or income approach). The ASU also indicates that the fair value of a liability is not adjusted to reflect the impact of contractual restrictions that prevent its transfer and indicates circumstances in which quoted prices for an identical liability or quoted price for an identical liability traded as an asset may be considered level 1 fair value measurements. This ASU is effective October 1, 2009. We are currently evaluating the impact of this standard, but would not expect it to have a material impact on the our consolidated results of operations or financial condition.
NOTE 2 - PROPERTY AND EQUIPMENT
The sole assets of the Company are its mining claims. These claims are depleted on a units-of-production basis as gold is produced from the claims. As there was no mining activity during 2009, the claims experienced no depletion for the year ended December 31, 2009.
NOTE 3 -ACCOUNTS PAYABLE / RELATED PARTY TRANSACTIONS
As of August 27, 2009, Yinfang Yang acquired control of the Company by purchasing approximately 79.2% of the issued and outstanding shares of common stock of the Company directly from Pacific Gold Corporation.
Immediately prior to the closing of the Transaction, Mitchell Geisler served as the sole member of the Board of Directors. Following the closing of the transaction, (1) Yinfang Yang was appointed as a member to the Board of Directors, (2) Mitchell Geisler tendered a resignation from the Board of Directors, and (3) the parties agreed to appoint Yinfang Yang, to the Board of Directors at a future date. Additionally, Pacific Gold, Inc. agreed to extinguish its short term note of $26,912, resulting in a gain from extinguishment of debt. As of August 27, 2009, the Company’s new majority shareholder, Ms. Yang, has advanced funds to the Company to fund operations. At December 31, 2008, the Company owed $19,531 to Pacific Gold Corporation, it’s former parent company. The Company owed $33,346 as of December 31, 2009 to Ms. Yang, the Company’s sole director.
NOTE 4 -CONVERTIBLE NOTES PAYABLE/RELATED PARTY TRANSACTIONS
Oregon Gold had a note with a face value of $500,000 owed to its parent company as of December 31, 2008. The maturity date of the note was April 15, 2010. As of December 31, 2008, this note did not have any conversion feature, so the balance presented on the financials is the face value of $500,000 at December 31, 2008. The amount due was one note payable to the parent company and bears no interest. In the second quarter of 2009, Oregon Gold amended the note agreement to offer the note as a convertible note at a conversion price of $0.05 per share, which was reviewed under current guidance. Because the fair market value at the date of issuance exceeded the effective conversion price, the Company recorded a beneficial conversion feature, which is amortized to non-cash interest expense over the life of the note (1 year) using the straight line method. The initial beneficial conversion feature recorded in the second quarter of 2009 was $400,000 and amortization for the year months ended December 31, 2009 was $284,932.
In connection with the sale of Oregon Gold, Inc. by Pacific Gold, Corp to Ms. Yinfang Yang, Pacific Gold Corp waived the $500,000 balance due from Oregon Gold, Inc. As of August 2009, the $500,000 note to Pacific Gold was evenly assigned to four new parties at a face value of $125,000 per note. As of December 31, 2009, the total unamortized discount was $115,068 and the discounted value of the four notes was $384,932.
NOTE 5 - RELATED PARTY TRANSACTIONS
During the periods ended December 31, 2009 and December 31, 2008, the Company financed its operations through advances from its parent company or majority stockholder, as more fully described in Notes 3 and 4.
NOTE 6 - INCOME TAXES
As of August 27, 2009, Yinfang Yang acquired control of the Company by purchasing approximately 79.2% of the issued and outstanding shares of common stock of the Company directly from Pacific Gold Corporation. The change in control negated Oregon Gold, Inc’s previous NOL carry forward.
The Company believes that given its operational status, it is remote that the Company will pay federal income taxes in the future. The Company also does not have any material uncertain income tax positions. There was no income tax provision for the year ended December 31, 2008 or 2009. We have a NOL carry forward of approximately $61,469 which will begin to expire in fiscal year 2028.
NOTE 7 - COMMON STOCK
At the time of inception, 100 common shares were issued to Oregon Gold’s then parent company, Pacific Gold Corp. In 2005, 100 shares were issued in a merger with another subsidiary of Pacific Gold Corp. In 2008, there were 9,999,900 common shares issued to Pacific Gold Corp. as payment for a portion of the debt owed to the parent company. The shares issued in 2008 were priced at par value for the Company’s common stock.
During the first quarter of 2009 Pacific Gold Corp. issued a dividend of 2,000,000 shares from its holdings of Oregon Gold common stock to its shareholders of record on March 2, 2009.
On August 10, 2009, the Company issued 100,000 shares of its common stock to Island Stock Transfer, in partial settlement of its stock transfer agreement. The share price on the date of grant was $0.057, resulting in an expense to the Company of $5,700.
As of December 31, 2009, Ms. Yinfang Yang owns approximately 80% of the outstanding shares of the Company’s Common Stock (see Note 3 for purchase detail).
The Company’s shares began trading on Over-the-Counter Bulletin Board (“OTCBB”) on March 17, 2009, and currently trade under the symbol ORGG.
NOTE 8 - LEGAL PROCEEDINGS
Oregon Gold initiated a Statement of Claim against Mr. Myron Corcoran in connection with equipment purchased from him. Many pieces of the equipment proved not to work and in many instances the machinery had to be completely replaced. Oregon Gold argued that it was owed a refund for the equipment and for loss of time and expenses. In March 2008, the Company was awarded a judgment for part of the amount sought and legal fees in this case, totaling $50,396. The final cash amount, received on July 1, 2008, was approximately $33,000 after legal fees.
From time to time the Company is involved in minor trade, employment and other operational disputes, none of which have or are expected to have a material impact on the current or future financial statements or operations.
NOTE 9 - GOING CONCERN
The Company’s financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. As of December 31, 2009, the Company had a retained deficit of $661,646, negative working capital of $430,127 and negative cash flows from operations of $8,290, raising substantial doubt about its ability to continue as a going concern. During the year ended December 31, 2009, the Company financed its operations through advances from its parent company and proceeds from a legal settlement.
Management’s plan to address the Company’s ability to continue as a going concern includes: obtaining additional funding from the sale of the Company’s securities and establishing revenues. Although management believes that it will be able to obtain the necessary funding to allow the Company to remain a going concern through the methods discussed above, there can be no assurances that such methods will prove successful. Should it be unsuccessful, the Company may need to discontinue its operations.
NOTE 10 - SUBSEQUENT EVENTS
The Company has no material subsequent events as of March 31, 2010, the date the financial statements were issued.
ITEM 9.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
M&K CPAs PLLC (“M&K”) has been our registered independent auditor since December 23, 2008. There have not been any changes in or disagreements with M & K on accounting and financial disclosure or any other related matter during the since their retention.
ITEM 9A(T).
ITEM 9A(T). CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in the Company’s reports filed or submitted under the Securities Exchange Act of 1934 (the “Exchange Act”) is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in the Company’s reports filed under the Exchange Act is accumulated and communicated to management, including the Company’s Chief Executive Officer and Chief Financial Officer (the “Certifying Officers”), as appropriate to allow timely decisions regarding required disclosure.
As required by Rules 13a-15 and 15d-15 under the Exchange Act, the Certifying Officers carried out an evaluation of the effectiveness of the design and operation of the Company’s disclosure controls and procedures as of December 31, 2009. Their evaluation was carried out with the participation of the Company’s management. Based upon their evaluation, the Certifying Officers concluded that the Company’s disclosure controls and procedures were not effective.
There has been no change in the Company’s internal control over financial reporting that occurred in the fourth quarter ended December 31, 2009, that has materially affected, or is reasonably likely to affect, the Company’s internal control over financial reporting.
Management’s Annual Report on Internal Control over Financial Reporting
Management of Oregon Gold Inc. (“Oregon” or “the Company”) is responsible for establishing and maintaining adequate internal control over financial reporting and for the assessment of the effectiveness of internal control over financial reporting for the Company. As defined by the Securities and Exchange Commission (Rule 13a-15(f) under the Exchange Act of 1934, as amended), internal control over financial reporting is a process designed by, or under the supervision of the Company’s principal executive and principal financial officers and effected by its Board of Directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the consolidated financial statements in accordance with U.S. generally accepted accounting principles.
Under the direction of the Chief Executive Officer, management began an evaluation of the effectiveness of the system of internal control over financial reporting based on the framework in Internal Control Integrated Framework, published by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Management is aware that there is a lack of segregation of duties due to the small number of employees dealing with general administrative and financial matters. However, at this time, management has decided that taking into account the abilities of the employees now involved, the control procedures in place and its awareness of the issues presented, the risks associated with such lack of segregation are low and the potential benefits of additional employees to clearly segregate duties do not justify the substantial expenses associated with such increases. Management will periodically reevaluate this situation, and report to the registered public accounting firm of the Company about this condition. We have identified the following material weaknesses:
1.
As of December 31, 2009, we did not maintain effective controls over the control environment. Specifically, the Board of Directors does not currently have any independent members and no director qualifies as an audit committee financial expert as defined in Item 207(d)(5)(ii) of Regulation S-B. Since these entity level programs have a pervasive effect across the organization, management has determined that these circumstances constitute a material weakness.
2.
As of December 31, 2009, we did not maintain effective controls over financial statement disclosure. Specifically, controls were not designed and in place to ensure that all disclosures required were originally addressed in our financial statements. Accordingly, management has determined that this control deficiency constitutes a material weakness.
Because of these material weaknesses, management has concluded that the Company did not maintain effective internal control over financial reporting as of December 31, 2009, based on the criteria established in “Internal Control-Integrated Framework” issued by COSO.
Changes in Internal Control over Financial Reporting
There has been no change in the Company’s internal control over financial reporting that occurred in the quarter ended December 31, 2009, that has materially affected, or is reasonably likely to affect, the Company’s internal control over financial reporting.
Independent Registered Accountant’s Internal Control Attestation
This annual report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s registered accounting firm pursuant to temporary rules of the SEC that permit only management’s report in this annual report.
ITEM 9B.
ITEM 9B. OTHER INFORMATION
There is no information to be disclosed in a report on Form 8-K during the fourth quarter of the fiscal year covered by this Form 10-K that has not been previously filed with the Securities and Exchange Commission.
PART III
ITEM 10.
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE
The following table sets forth information concerning the directors and executive officers of Oregon Gold, Inc., their age and positions. Directors hold office until the next annual stockholders' meeting and thereafter until their successor is elected and qualified. Officers serve at the pleasure of the Board of Directors.
Ms. Yang has been the Chairman, CEO and CFO of the Company since August, 2009. Prior to that time, Mr. Mitchell Geisler served as President of Oregon Gold since 2003.
Since January 2008, Ms. Yang has been the Vice General Manager of Yang Shi Jewelry Commerce and Trade Company. Ms. Yang was the Sales Manager for Yang Shi Jewelry Commerce and Trade Company from July 2003 to December 2007.
Ms. Yang does not hold any other directorships with reporting companies in the United States. There are no family relationships between Ms. Yang and the directors, executive officers, or persons nominated or chosen by the Registrant to become directors or executive officers. During the last two years, there have been no transactions, or proposed transactions, to which the Registrant was or is to be a party, in which Ms. Yang (or any member of her immediate family) had or is to have a direct or indirect material interest.
Ms. Yang has not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). Ms. Yang has not, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws, or finding any violation with respect to such laws. Ms. Yang has not, during the last five years, been a party of any bankruptcy petition filed by or against any business of which he was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time.
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
Section 16(a) of the Exchange Act requires the Company's directors and executive officers, and persons who own more than 10% of the outstanding shares of the Company's Common Stock, to file initial reports of beneficial ownership and reports of changes in beneficial ownership of shares of Common Stock with the Commission. Such persons are required by Commission regulations to furnish the Company with copies of all Section 16(a) forms they file.
Based solely upon a review of Forms 3 and 4 and amendments thereto furnished to the Company during the year ended December 31, 2009, and upon a review of Forms 5 and amendments thereto furnished to the Company with respect to the year ended December 31, 2008, or upon written representations received by the Company from certain reporting persons that no Forms 5 were required for those persons, to its knowledge, except for the filing of a Form 3 from Ms. Yang, all the Section 16(a) filing requirements applicable to such persons with respect to fiscal year ended December 31, 2009 were complied with.
AUDIT COMMITTEE AND FINANCIAL EXPERT
We are not required to have and we do not have an Audit Committee. The Company's sole director performs some of the same functions of an Audit Committee, such as: recommending a firm of independent certified public accountants to audit the financial statements; reviewing the auditors' independence, the financial statements and their audit report; and reviewing management's administration of the system of internal accounting controls. The Company does not currently have a written audit committee charter or similar document.
We have no audit committee financial expert. Our sole director has financial statement preparation and interpretation ability obtained over the years from past business experience and education. We believe the cost related to retaining a financial expert at this time is prohibitive. Further, because of the nature of our current limited operations, we believe the services of a financial expert are not warranted.
CODE OF ETHICS
A code of ethics relates to written standards that are reasonably designed to deter wrongdoing and to promote:
o
Honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;
o
Full, fair, accurate, timely and understandable disclosure in reports and documents that are filed with, or submitted to, the Securities and Exchange Commission and in other public communications made by the Company;
o
Compliance with applicable government laws, rules and regulations;
o
The prompt internal reporting of violations of the code to an appropriate person or persons identified in the code; and,
o
Accountability for adherence to the code.
We have not adopted a formal code of ethics statement. The Board of Directors evaluated the business of the Company and the number of employees and determined that since the business is operated by a small number of persons who are also the officers and directors and many of the persons employed by the Company are independent contractors, general rules of fiduciary duty and federal and state criminal, business conduct and securities laws are adequate ethical guidelines.
SHAREHOLDER-DIRECTOR COMMUNICATION
We have neither a nominating committee for persons to be proposed as directors for election to the Board of Directors nor a formal method of communicating nominees from shareholders. We do not have any restrictions on shareholder nominations under our certificate of incorporation or by-laws. The only restrictions are those applicable generally under Oregon Corporate Law and the federal proxy rules. Currently the board of directors decides on nominees, on the recommendation of one or more members of the board. None of the members of the board of directors are "independent." The board of directors will consider suggestions from individual shareholders, subject to evaluation of the person's merits. Stockholders may communicate nominee suggestions directly to any of the board members, accompanied by biographical details and a statement of support for the nominees. The suggested nominee must also provide a statement of consent to being considered for nomination. Although there are no formal criteria for nominees, the board of directors believes that persons should be actively engaged in business endeavors, have a financial background, and be familiar with acquisition strategies and money management.
Because the management and director of the Company is the same person, the board of directors has determined not to adopt a formal methodology for communications from shareholders on the belief that any communication would be brought to the board’s attention by virtue of the co-extensive employment.
The board of directors does not have a formal policy of attendance of directors at the annual meeting. It does encourage such attendance.
ITEM 11.
ITEM 11. EXECUTIVE COMPENSATION
The following table reflects compensation paid to our officers and directors for the fiscal years ended December 31, 2009 and 2008.
COMPENSATION DISCUSSION AND ANALYSIS
Overview of Compensation Program and Philosophy
The Company has one director and executive officer. The Board of Directors serves as the Company’s compensation committee and initiates and approves compensation decisions.
The goal of the compensation program is to adequately reward the efforts and achievements of executive officers for the management of the Company. The Company has no pension plan and no deferred compensation arrangements. The Company has not used a compensation consultant in any capacity.
At this time there are no compensation arrangements in place for our executive officers.
Compensation of Directors
Persons who are directors and employees are not currently additionally compensated for their services as a director. Current directors do not receive compensation for serving as directors of the Company. There is no plan in place for compensation of persons who are directors who are not employees, but it is expected that in the future we will create a remuneration and expense reimbursement plan. It is anticipated that such a plan would be primarily based on stock options.
Other Compensation Arrangements
The primary occupation of Mitchell Geisler, our previous executive officer, is with the former parent company Pacific Gold Corp. His employment agreement with Pacific Gold encompasses salary, stock compensation, vacation and benefits. For details with respect to Mr. Geisler’s compensation, please see the Annual Report on Form 10-K of Pacific Gold Corp.
Employment Agreements
The executive officer of the Company has no employment agreement in place with the Company at this time.
ITEM 12.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENTAND RELATED STOCKHOLDER MATTERS
The following table sets forth, as of March 31, 2010, the name and shareholdings of each person who owns of record, or was known by us to own beneficially,* 5% or more of the shares of the common stock currently issued and outstanding; the name and shareholdings, including options to acquire the common stock, of each director; and the shareholdings of all executive officers and directors as a group.
______________
*Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission and generally includes voting or investment power with respect to securities. Shares of common stock issuable upon the exercise of options or warrants currently exercisable or convertible within 60 days, are deemed outstanding for computing the percentage ownership of the person holding such options or warrants but are not deemed outstanding for computing the percentage ownership of any other person.
(1)
Based on 10,100,100 shares of Common Stock outstanding.
(2)
Ms. Yang is the Chief Executive Officer, Chief Financial Officer, Secretary and Director of the Registrant.
Securities authorized for issuance under equity compensation plans.
ITEM 13.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE
During 2009, the Company was funded by amounts advanced for the Company’s operations by its sole director, Yinfang Yang.
As of December 31, 2008, the Company received various loans totaling $519,531 from Pacific Gold Corp. and related companies in order to fund the business operations. These loans are non-interest bearing and have no specific terms of repayment. During 2008, the Company repaid a portion of the loan from the proceeds it received from its judgment against Myron Corcoran et al. The Company issued Pacific Gold 9,999,900 shares in exchange for cancellation of $10,000 of the loan. The balance of these loans totaled $541,589 at December 31, 2007. The executive officer of the Company is also a director and officer of Pacific Gold Corp.
During 2008, Mitchell Geisler the sole director was also our sole executive officer and therefore, was not an independent director. Upon the resignation of Mr. Geisler, Yinfang Yang became our sole executive officer, and therefore was not an independent director.
ITEM 14.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
Audit Fees
We paid M&K CPAS, PLLC, our auditors $11,850 for audit fees for 2009 and $7,500 for the combined audits for the years ended December 31, 2008 and 2007. The Company paid audit and financial statement review fees totaling $13,192 for the fiscal year ended December 31, 2008 to Robnett & Company LP, our former independent accountants
Audit-Related Fees
The Company paid audit-related fees totaling $0 for the fiscal years ended December 31, 2009 and 2008.
Tax Fees
None.
All Other Fees
None.
Audit committee policies & procedures
The Company does not currently have a standing audit committee. The above services were approved by the Company’s Board of Directors.
PART IV
ITEM 15.
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
a. Exhibits
Exhibit Number
Name of Exhibit
(1) Filed herewith
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized.
(Registrant)
OREGON GOLD, INC.
By:
/s/ Yinfang Yang
Yinfang Yang
CEO, CFO, Secretary
Date:
March 31, 2010
In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
Signatures
Title
Date
/s/ Yinfang Yang
CEO, CFO, Secretary, and Director
March 31, 2010
Yinfang Yang