ITEM 1. BUSINESS.
Overview of Our Business
Oroplata Resources, Inc. was incorporated on October 6, 2011 under the laws of the State of Nevada. Our principal office is located at #5 Calle Gregorio de Lora , Puerto Plata, Dominican Republic and our registered agent’s office is located at 123 West Nye Lane, Suite 129, Carson City, Nevada 89706. Our telephone number is 809-970-2373 and our e-mail address is “getup84@hotmail.com”.
We are an Emerging Growth Company as defined in the Jumpstart Our Business Startups Act.
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 $1,000,000,000 (as such amount is indexed for inflation every 5 years by the Commission to reflect the change in the Consumer Price Index for All Urban Consumers published by the Bureau of Labor Statistics, setting the threshold to the nearest 1,000,000) or more;
(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 $1,000,000,000 in non-convertible debt; or
(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(a) 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.
Our Company is a start-up, exploration mining company formed to explore mineral properties in the Dominican Republic or elsewhere in the world which, hopefully, will contain gold and other precious minerals.
The Company purchased, through its wholly-owned subsidiary, Oroplata Exploraciones E Ingenieria, Orexi, S.R.L (herein known as “Oroplata Exploraciones”) a 100% interest in the Leomary Gold Claim (“Leomary”) consisting of 4,500 mining hectors (approximately 11,100 acres) located in the province of Monseñor Nouelan, municipality of Bonao. On September 1, 2014 the Director of Mining for the Dominion Republic cancelled the Leomary Gold Claim resulting in the Company no longer having any mineral rights to the Leomary. Therefore, the Company does not have a mineral claim in which to explore although it is presently seeking another mineral claim either in the Dominican Republic or elsewhere.
Oroplata performed an initial exploration program on the Leomary and completed a second exploration program whereby we extended our soil, rock, grab and sediment sampling in those areas of high mineralization found in the first initial exploration program and took samples of other areas not previously explored.
Oroplata has not earned any revenues to date and we do not anticipate earning revenues until such time as we identify and explore a new mineral property. Exploration work will take a number of years and there is no certainty we will ever reach a production stage. Even though at this time we do not have an exploration property, our Company is considered to be in the exploration stage.
Our director has advanced $61,011 by way of paying on behalf of the Company certain expenses relating to office and past exploration work on the Leomary.
As at September 30, 2014, we had $22,248 in cash on hand and current liabilities of $74,980 resulting in a negative working capital position of $(52,732).
From our inception on October 6, 2011 through to September 30, 2014, we raised $80,000 in capital in a private placement by issuing 40,000,000 shares of common stock at the price of $0.002 per share to our former sole director. Subsequent to September 30, 2014 we have raised no further funds other than advances from our director for payment of certain Company expenses.
We have one wholly-owned subsidiary called Oroplata Exploraciones E Ingenieria, Orexi, S.R.L which was incorporated under the laws of the Dominican Republic on January 10, 2012.
ITEM 1A.
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 Form 10-K. 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 Effect 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 January 12, 2015 on our financial statements, as included in this Form 10-K, expressed an opinion that our Company’s capital resources as of September 30, 2014 are 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 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 in our company will lose their entire investment in Oroplata.
Since mineral exploration is a highly speculative venture, any potential investor purchasing our stock 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 future mineral property 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 a new mineral claim which we are planning to undertake in the future. The probability of a mineral claim ever having commercially exploitable reserves is extremely remote. Any funds spent on the exploration of a new mineral claim 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.
If we don't obtain additional financing our business will fail.
Our cash as of September 30, 2014 is not estimated to be sufficient to maintain our Company in good standing for twelve months. We will need to obtain additional financing in order to complete our business plan. As of September 30, 2014, we had cash on hand of $22,248 against $74,980 in current liabilities. Furthermore, if our future exploration program is successful in discovering commercially exploitable reserves of valuable minerals, we will require additional funds in order to place our unidentified mineral claim into commercial production. While we do not presently have sufficient information about the future claim to estimate the amount required to place the mineral claim 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 our new unidentified mineral claim, 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.
The Company has lost the rights to the minerals on the Leomary and therefore will have to identify another mineral claim for the Company.
With the cancellation of the Leamary Golf Claim by the Director of Mines for the Dominican Republic, the Company does not have any assets upon which to build it future. Unless it is able to identify another mineral claim either in the Dominican Republic or elsewhere in the world, it might have to cease operations and all our investors will lose the money they have put into the Company.
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 and presently no mineral property 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 $132,732 against 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 a registration statement.
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 since presently we do not have a mineral property but even if we are successful in locating commercially exploitable reserves of valuable minerals on a new mineral claim, 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.
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 Republic or elsewhere in the world with 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 any new exploration property we obtain.
We may not have access to all of the supplies and materials we need to explore a new mineral propert 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 exploration on a new mineral claim. 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, he will be devoting approximately twenty hours per month to our operations, which may result in periodic interruptions or suspensions of exploration.
Our new officer, Mr. Ruben Ricardo Vasquez, has other outside business activities due to his being an accountant 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. 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 future mineral exploration operations and we may become subject to liability for damage to life and property, environmental damage, cave-ins or hazards. 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. We would also be subject to an environmental study imposed by the Government of the country in which our future mineral property is located. 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.
Assurance of Title to a new Mineral Property
We will have to take all reasonable steps to attempt to ensure that proper title to a mineral property we identify in the future. Despite the due diligence conducted by us, there is no guarantee that title to a new mineral claim will not be challenged or impugned. Our future mineral property interests may be subject to prior unregistered agreements or transfers and title may be affected by undetected defects.
Since substantially all of our assets and our sole director and officer are outside the United States it may be difficult for potential investors to enforce within the United States any judgments obtained against us or our sole officer and director.
Substantially all of our assets are located outside the United States and we do not currently maintain a permanent place of business within the United States. We were incorporated in the State of Nevada and 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 Republic and he does not have an agent for service in the United States. Therefore, it may be difficult for investors to enforce within the United States any 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 States or 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. Our new President and Director is not a geologist himself and therefore he will require other qualified geologists to help explore and, hopefully, develop any mineral property we have in the future. 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 and 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 from a new exploration property. 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 new mineral interests which may cause our business to fail.
Risks Related To the Ownership of Oroplata’s 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:
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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 personnel; and
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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 SEC or other 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:
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Potential investors’ anticipated feeling regarding our results of operations;
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Increased competition and/or variations in mineral prices;
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Our ability or inability to generate future revenues; and
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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 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.
Applicable SEC rules governing trading of ‘penny stocks’ limit the liquidity of our common stock which could make it more difficult for our potential investors to sell their shares.
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:
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Deliver to the customer and obtain a written receipt for giving him the disclosure document;
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Disclose certain price information regarding the penny stock;
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Disclose the amount of compensation received by the broker-dealer or any associated person of the broker dealer;
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Send monthly statements to the customer with market and price information about the penny stock, and
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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.
ITEM 2. PROPERTIES.
With the Leomary concession being cancelled by the Director of Mines for the Dominican Reoublic, the Company no longer has an interest in a mineral claim. Nevertheless it is the intention of the Compnay to seek another mineral claim for exploration. In addition to losing the Leomary concession the Company’s sole officer and director, Hilario Sosa passed away in late August from a short illness. The shareholders appointed Ruben Ricardo Vasquez as it new sole director and officer. Therefore the Company’s address has been changed to Calle Gregorio de Lora, #5, Puerto Plata, Dominican Republic.
This is the private residence of Mr. Vasquez who 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. Vasquez, but will consider renting office space once our exploration and staff requirements demand it.
Oroplate owns no real estate as such but previously has an interest in the minerals on the Leomary.
Competition
Oroplate is a exploration stage company which has to compete with other companies searching for minerals in the Dominion Republic or elsewhere in the world and seeking financing for the development of their specific properties. Often, if 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 unidentified property it it presently seeking. We might never be able to compete against these other companies and hence never bring our new property 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 mineral claim, 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 its future mineral claim once the claim has been explored. Since the property has yet to be identified and explored by us, we have yet to find an ore body and therefore cannot sell any ore.
Exploration Facilities
The Company has no plans to construct a mile or smelter on any mineral claim it will obtain in the immediate future.
Other Mineral Properties
We will have to replace the Leomary in order that we can continue with our future business plan of trying to develop a mineral property of merit.
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. Since he is not a professional geologist he will have to hire individuals who can assist in the Company’s exploration activities and advise him of future exploration plans.
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.
ITEM 3.
ITEM 3. LEGAL PROCEEDINGS.
We are not currently a party to any legal proceedings. There are no material proceedings to which our executive officer, director and stockholder is a party adverse to us or has a material interest adverse to us. There are no legal actions, either pending or believed by management to happen, to which the Company is aware.
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 Enterprise, Inc. of 123 W. Nye Lane, Suite 129, Carson City, NV 89706. 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 Nevada in the manner provided in NRS 14.020(2).
ITEM 4.
ITEM 4. MINE SAFETY DISCLOSURES.
Not Applicable.
PART II
ITEM 5.
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.
No Public Market for Common Stock
There is no public market for our common shares due to not being either quoted or listed on a recognized stock exchange. Oroplata hasl make an application to FINRA for a quotation on the OTC Bulletin Board ("OTCBB”) now that its registration statement is effective. There is no guarantee that the Company’s shares will ever be quoted on the OTCBB.
The SEC has adopted rules that regulate broker-dealer practices in connection with transactions in penny stocks. Penny stocks are generally equity securities with a price of less than $5.00, other than securities registered on certain national securities exchanges or quoted on the Nasdaq system, provided that current price and volume information with respect to transactions in such securities is provided by the exchange or quotation system. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock, to deliver a standardized risk disclosure document prepared by the SEC, that: (a) contains a description of the nature and level of risk in the market for penny stocks in both public offerings and secondary trading; (b) contains a description of the broker's or dealer's duties to the customer and of the rights and remedies available to the customer with respect to a violation to such duties or other requirements of Securities laws; (c) contains a brief, clear, narrative description of a dealer market, including bid and ask prices for penny stocks and the significance of the spread between the bid and ask price; (d) contains a toll-free telephone number for inquiries on disciplinary actions; (e) defines significant terms in the disclosure document or in the conduct of trading in penny stocks; and (f) contains such other information and is in such form, including language, type, size and format, as the SEC shall require by rule or regulation.
The broker-dealer also must provide, prior to effecting any transaction in a penny stock, the customer with: (a) bid and offer quotations for the penny stock; (b) the compensation of the broker-dealer and its salesperson in the transaction; (c) the number of shares to which such bid and ask prices apply, or other comparable information relating to the depth and liquidity of the market for such stock; and (d) monthly account statements showing the market value of each penny stock held in the customer's account. In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from those rules; the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written acknowledgment of the receipt of a risk disclosure statement, a written agreement to transactions involving penny stocks, and a signed and dated copy of a suitably written statement.
These disclosure requirements may have the effect of reducing the trading activity in the secondary market for our stock if it becomes subject to these penny stock rules. Therefore, if our common stock becomes subject to the penny stock rules, stockholders may have difficulty selling those securities.
Rule 144 Shares
In general, under Rule 144, a person who is not an affiliate of a company and who is not deemed to have been an affiliate of a company at any time during the three months preceding a sale and who has beneficially owned shares of a company’s common stock for at least six months would be entitled to sell them without restriction, subject to the continued availability of current public information about the company (which current public information requirement is eliminated after a one-year holding period). In addition, a person, who is an affiliate and beneficially owned shares of a company’s common stock for at least six months, will be entitled to sell within any three month period a number of shares that does not exceed the greater of:
1.
One percent of the number of shares of the company's common stock then outstanding; or
2.
The average weekly trading volume of the company's common stock during the four calendar weeks preceding the filing of a notice on form 144 with respect to the sale.
However, Rule 144 is not available for securities initially issued by a company that has either no or nominal operations and no or nominal assets (a “shell company”), whether reporting or non-reporting, or a company that was at any time previously a shell company, unless the company:
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has ceased to be a shell company;
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is subject to the Exchange Act reporting obligations;
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has filed all required Exchange Act reports during the preceding twelve months; and
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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.
(the “Shell Company Conditions”)
At this time, we are considered a shell company. As a result, our sole shareholder and director, being an affiliate, and any other person initially issued shares of our common stock, excluding those shares registered in this prospectus, will not be entitled to sell such shares until the Shell Company Conditions have been satisfied. Upon satisfaction of the Shell Company Conditions, such sales by our sole shareholder and director would be limited by the manner of sale provisions and notice requirements and to the availability of current public information about us as set forth above.
HOLDERS OF OUR COMMON STOCK
As of January 12, 2015, there were 41 registered holders of record of our common stock due to our previous sole director and officer, Mr. Hilario Sosa, selling 15,000,000 common shares under the Company’s effective registration statement.
DIVIDENDS
Oroplata’s Articles of Incorporation or Bylaws do not restrict it from declaring dividends. Nevertheless, the Nevada Revised Statutes, however, do prohibit us from declaring dividends where, after giving effect to the distribution of the dividend:
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We would not be able to pay our debts as they become due in the usual course of business; or
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Our total assets would be less than the sum of our total liabilities plus the amount that would be needed to satisfy the rights of stockholders who have preferential rights superior to those receiving the distribution.
Oroplata has not declared any dividends since its inception and does not conceive that it will be declaring any dividends in the near future. Management was to retain any excess funds in the Company for working capital and for further exploration on a future mineral claim.
Stock Options, Warrants and Rights
Oroplata does not have any outstanding stock options, warrants, rights or any other instrument which will allow the holders to convert into common shares of our Company.
RECENT SALES OF UNREGISTERED SECURITIES
None.
ITEM 7.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND RESULTS OF OPERATIONS.
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-K. 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-K, particularly in the sections titled “Risk Factors” and “Forward-Looking Statements.”
Oroplata is a start-up, exploration stage company. Oroplata has a limited operating history and has not yet generated or realized any revenues from its activities. It has lost the rights to the minerals on the Leomary claim which for several years it undertook exploration work thereon. Presently it does not have any mineral claim to explore and hopefully in the future realize revenue from.
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 it future unidentified mineral claim. 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 current sole director or institutional financing. Orplata must raise cash to implement its planned exploration program and stay in business.
Overview of Oroplata
Oroplata was incorporated under the laws of the State of Nevada on October 6, 2011 for 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, 2012 Oroplata incorporated a wholly-owned subsidiary under the laws of the Dominican Republic named “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 was 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. 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 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 2013. Unfortunately the Company lost the rights to any mineral on the Leomary.
Results of Operations
Revenue from Operations
Oroplata has not realized any revenue from its exploration activities on the Leomary and it is extremely doubtful that a new mineral property will be able to produce any revenue for many years. 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 former director and officer, Mr. Hilario Sosa, for a total consideration of $80,000. Prior to his untimely death, Mr. Sosa advanced $25,000 as a non-interest bearing loan payable on demand. No formal agreement between the Company and Mr. Sosa was 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 will require additional funds over the next year and will either obtain further funds from its new 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.
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.
Activities from October 6, 2011 (date of inception) to September 30, 2014 with comparison to September 30, 2013 - consolidated figures:
i.
The amount recorded in September 30, 2014 represents the fees charge by the accountant for the preparation of the financial statement as at September 30, 2013 for examination by the Company’s independent accountants and the review of the financial statements for the three months ended March 31 and the six months ended June 30, 2014.
ii.
The exploration work on the Leomary was completed during the prior year and during the current year $5,824 was spent on related exploration work requiring the filing of documentation with the Ministry of Mines. Unfortunately the Director of Mines cancelled Oroplata’s interest in the mineral on the Leomary in September 2012.
iii.
Represent the cost of filing the various Form 10-Qs and K with the SEC during the year, in having certain corporate documents apostilles for the Ministry of Mines in the Dominican Republic and the preparation of new format forms required by the Ministry of Mines.
iv.
The cost to acquire the Leomary claim has been expensed since there is no assurance Oroplata will ever be able to put the claim in commercial production.
v.
The cost to incorporate both the parent and subsidiary in Nevada and the Dominican Republic.
vi.
Fees paid to the lawyer in the Dominican Republic for incorporating the subsidiary, preparing documents for the Ministry of Mines and other services as required by the Company. In addition fees paid to an attorney for preparing an opinion on the tradeability of shares under Exhibit 5.1 to the Form S-1.
vii.
Fees charged by Action Stock Transfer for issuance of share certificates, preparing and filing the Annual List of Officers, Directors, etc and issuance of Shareholders Report.
vii.
Travel expense represents the cost of the Dominican Republic lawyer to travel between Puerto Plata and Santa Domingo in the Dominican Republic in order to record various documents with the Ministry of Mines.
During the period from inception to September 30, 2014, Oroplata has an operating loss of $132,732 as compared to an operating loss of $89,334 for the year ended September 30, 2013. The loss increased over the fiscal year ended September 30, 2014 by $43,398.
Breakdown of Expenses between the Parent and Subsidiary Companies
The parent company provides the funds to its subsidiary in order that any expenses associated with the Leomary could be paid by it. This was done via the intercompany account.
Activities for the year ended September 30, 2014
With the loss of the Leomary the Company has been searching for a new mineral claim in which it can focus its efforts and adhere to its business objectives: the exploration and development of a mineral claim of merit. It has not decided whether the mineral property should be in the Dominican Republic or elsewhere. It will depend upon management’s confidence in the Department of Mines in the Dominican Republic to not randomly cancel concessions whenever it choices Regardless of where our new mineral property is located the Company will require funds to proceed. Unless our new director is willing to advance the required funds, at this point in time he has not committed himself to advance further funds, 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. If this funding is not available when needed the Company will not be able to undertake any future exploration program and might, after twelve months, have to cease operations.
Liquidity and Capital Resources
As of September 30, 2014, Oroplata had cash of $22,248 and a negative working capital position of $(52,732) as compared to cash of $22,604 and a negative working capital position of $(9,334) at September 30, 2013.
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.
Accounting and audit
(i)
Accountant engaged to prepare the financial statements for either an examination as of the year-end or a review eachquartert by the independent accountants.
Exploration expenses
(ii)
With the loss of the Leomary claim, the Company will be seeking another claim either in the Dominican Republic or elsewhere. Management has estimated obtaining the claim without a geological report will cost approximately $10,000. Oroplata has the available funds of $22,249. Oroplata does not have the funds to meet its estimated expenses over the next twelve months Once it acquires a new mineral claim. Oroplata has the following options in order to raise the needed funds;
1.
Advances from Mr. Vasquez which at the present time he is not prepared to consider;
2.
Obtaining funds from a financial institution personally guaranteed by Mr. Vasquez; or
3.
Selling additional shares under a private placement from Treasury.
At the present time none of these options have been considered by Mr. Vasquez.
Off-Balance Sheet Arrangements
None.
Trends
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 other than the loss of the Leomary claim. Please refer to Oroplata’s assessment of Risk Factors as noted on page 6.
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.
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.
Income Taxes
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
The Company reviews new accounting standards as issued. No new standards had any material effect on these financial statements, except for changes in reporting Development Stage Enterprises. The accounting pronouncements issued subsequent to the date of these financial statements that were considered significant by management were evaluated for the potential effect on these consolidated financial statements. Management does not believe any of the subsequent pronouncements will have a material effect on these consolidated financial statements as presented and does not anticipate the need for any future restatement of these consolidated financial statements because of the retro-active application of any accounting pronouncements issued subsequent to September 30, 2014 through the date these financial statements were issued.
On June 10, 2014 the FASB issued authoritative guidance which eliminates the concept of a development stage entity, which includes exploration stage. The incremental reporting requirements for presenting the development stage operations and cash flows since inception will no longer apply to exploration stage entities. The amendments related to the elimination of inception-to-date information and the other remaining disclosure requirements of Topic 915 are to be applied retrospectively and are effective for fiscal years beginning after December 15, 2014. The Company previously had been considered an exploration stage entity as its operations had not begun and has elected early adoption of this guidance effective with this filing.
Products and Gold
Until such a time that we obtain a new mineral property we will have no minerals to sell. It will take many years to prove any minerals on the new claim and there may be no commercial minerals after we have completed an extensive exploration program.
Other Minerals
We have no other minerals due to not having at this time a mineral property.
Foreign Currency
Our Company has in the past conducted exploration activities in the Dominican Republic and has paid its expenses in Dominican Pesos.
ITEM 8.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
2451 N. McMullen Booth Road
Suite.308
Clearwater, FL 33759
Toll fee: 855.334.0934
Fax: 800.581.1908
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Board of Directors and Stockholders
Oroplata Resources, Inc.
We have audited the accompanying balance sheet of Oroplata Resources, Inc. as of September 30, 2014, and the related statement of operations, stockholders’ deficiency, and cash flows for the year then ended. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit. The financial statements as of and for the year ended September 30, 2013 were audited by other auditors who issued an unqualified opinion on December 24, 2013.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits 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 audits 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 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 provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Oroplata Resources, Inc. at September 30, 2014, and the results of its operations and its cash flows for the year then ended in conformity with accounting principles generally accepted in the United States of America.
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As shown in the accompanying financial statements, the Company has significant net losses and cash flow deficiencies. Those conditions raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans regarding those matters are described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
/s/ DKM Certified Public Accountants
DKM Certified Public Accountants
Clearwater, Florida
January 12, 2015
PCAOB Registered
AICPA Member
To the Board of Directors and
Stockholders of Oroplata Resources, Inc.
(An Exploration Stage Company)
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We have audited the accompanying consolidated balance sheets of Oroplata Resouces, Inc. (An Exploration Stage company) (the “Company”) as of September 30, 2013 and the related consolidated statements of operations, stockholder’s equity, and cash flows for the year ended September 30, 2013. The Company’s management is responsible for these consolidated financial statements. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purposes of expressing an opinion on the effectiveness for 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 consolidated financial statements referred to above present fairly, in all material respects, the financial position of Oroplata Resources, Inc. (an Exploration Stage Company) as of September 30, 2013, and the results of its operations and its cash flows for the year then ended in conformity with accounting principles generally accepted in the United States of America.
As discussed in Note 1 to the consolidated financial statements, the Company is an Exploration Stage company engaged in developing its mineral property rights in the Dominican Republic. There is substantial doubt about the Company’s ability to continue as a going concern because of the Company’s uncertainty to raise additional capital and continue mining its mineral rights property. Management’s plans concerning this matter are also described in Note 1. These consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.
/s/Goldman Accounting Services CPA, PLLC
Goldman Accounting Services CPA, PLLC
Suffern, New York
December 24, 2013
OROPLATA RESOURCES, INC.
Consolidated Balance Sheets
See accompanying notes to these consolidated financial statements
OROPLATA RESOURCES, INC.
Consolidated Statements of Operations
See accompanying notes to these consolidated financial statements
OROPLATA RESOURCES, INC.
Consolidated Statement of Stockholders’ Deficit
See accompanying notes to these consolidated financial statements
OROPLATA RESOURCES, INC.
Consolidated Statements of Cash Flows
See accompanying notes to these consolidated financial statements
OROPLATA RESOURCES, INC.
Notes to the Consolidated Financial Statements
September 30, 2014
1. Basis of presentation and Going Concern
The accompanying consolidated financial statements of Oroplata Resources, Inc. (“Oroplata” or “the Company”) have been prepared in accordance with generally accepted accounting procedures in the United States for period ended September 30, 2014. Oroplata was incorporated under the laws of the State of Nevada on October 6, 2011 for the purpose of acquiring and developing mineral properties. The Company has a wholly-owned subsidiary called Oroplata Exploraciones E Ingenieria SRL which was incorporated in the Dominican Republic on January 10, 2012.
These financial statements have been prepared in accordance with generally accepted accounting principles applicable to a going concern, which assumes that the Company will be able to meet its obligations and continue its operations for its next fiscal year. Realization values may be substantially different from carrying values as shown and these financial statements do not give effect to adjustments that would be necessary to the carrying values and classification of assets and liabilities should the Company be unable to continue as a going concern. At September 30, 2014, the Company had not yet achieved profitable operations, had accumulated losses of $132,732 since its inception, had a negative working capital position of $(52,732), and expects to incur further losses in the development of its business, all of which raises substantial doubt about the Company’s ability to continue as a going concern. The Company’s ability to continue as a going concern is dependent upon its ability to generate future profitable operations and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due.
The Company expects to continue to incur substantial losses as it executes its business plan of mining its interest in a mineral property and does not expect to attain profitability in the near future. Since its inception, the Company has funded operations through the issuance of shares to its sole officer and director and from advance made by him for certain office expenses. The Company's future operations are dependent upon external funding and its ability to execute its business plan in mining its interest in a mineral property, realizing sales from its mining activities and controlling expenses. Management believes that sufficient funding may be available from additional borrowings and private placements to meet its business objectives including anticipated cash needs for working capital, for a reasonable period of time. However, there can be no assurance that the Company will be able to obtain sufficient funds to continue the exploration of its mineral property, or if obtained, upon terms favorable to the Company.
Accounting Method
The Company's financial statements are presented in United States dollars and are prepared using the accrual method of accounting which conforms to generally accepted accounting principles in the United States of America (“US GAAP”).
Basic and Diluted Net Income (Loss) Per Share
Basic net income (loss) per share amounts are computed based on the weighted average number of shares actually outstanding. Diluted net income (loss) per share amounts are computed using the weighted average number of common and common equivalent shares outstanding as if shares had been issued on the exercise of the common share rights unless the exercise becomes anti-dilutive and then the basic and diluted per share amounts are the same.
OROPLATA RESOURCES, INC.
Notes to the Consolidated Financial Statements
September 30, 2014
2. Summary of Significant Accounting Policies
Income Taxes
Income taxes are provided in accordance with the asset and liability approach for the financial accounting and reporting of income taxes. Current income tax expense (benefit) is the amount of income taxes expected to be payable (receivable) for the current year. A deferred tax asset and/or liability is computed for both the expected future impact of differences between the financial statement and tax bases of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. Deferred income tax expense is generally the net change during the year in the deferred income tax asset and liability. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be “more likely than not” realized in future tax returns. Tax rate changes and changes in tax laws are reflected in income in the period such changes are enacted.
Due to the Company’s net loss position from inception on October 6, 2011 to September 30, 2014, there was no provision for income taxes recorded. As a result of the Company’s losses to date, there exists doubt as to the ultimate realization of the deferred tax assets. Accordingly, a valuation allowance equal to the total deferred tax assets has been recorded at September 30, 2014.
Long-lived Assets
Long-Lived assets, such as property and equipment, mineral properties, and purchased intangibles with finite lives (subject to amortization), are evaluated for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable in accordance with Codification topic 360 “Property, Plant, and Equipment”. Circumstances which could trigger a review include, but are not limited to: significant decreases in the market price of the asset; significant adverse changes in the business climate or legal factors; accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction of the asset; current period cash flow or operating losses combined with a history of losses or a forecast of continuing losses associated with the use of the asset; and current expectation that the asset will more likely than not be sold or disposed significantly before the end of its estimated useful life.
Recoverability of assets is measured by a comparison of the carrying amount of an asset to estimated undiscounted future cash flows expected to be generated by an asset. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized as the amount by which the carrying amount exceeds the estimated fair value of the asset. The estimated fair value is determined using a discounted cash flow analysis. Any impairment in value is recognized as an expense in the period when the impairment occurs. The Company’s management has considered the conditions outlined in Codification topic 360 and has concluded that the mineral rights payments in the amount of $13,000 have been fully impaired for the period ended September 30, 2012.
OROPLATA RESOURCES, INC.
Notes to the Consolidated Financial Statements
September 30, 2014
2. Summary of Significant Accounting Policies - Continued
Foreign Currency Translations
The records of the Company are maintained in United States dollars and this is the Company’s functional and reporting currency. Transactions denominated in other than the United States dollar are translated as follows with the related transaction gains and losses being recorded in the Statement of Operations:
Monetary items are recorded at the rate of exchange prevailing as at the balance sheet date;
Non-Monetary items including equity are recorded at the historical rate of exchange; and
Revenues and expenses are recorded at the period average in which the transaction occurred.
Revenue Recognition
Revenue from the sale of minerals will be recognized when a contract is in place and minerals are delivered to the customer.
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.
Advertising and Market Development
The company expenses advertising and market development costs as incurred.
Fair Value of Financial Instruments
Codification topic 825, “Financial Instruments”, requires disclosure of fair value information about financial instruments when it is practicable to estimate that value. The carrying amounts of the Company’s financial instruments as of September 30, 2014 approximate their respective fair values because of the short-term nature of these instruments.
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.
Statement of Cash Flows
For the purposes of the statement of cash flows, the Company considers all highly liquid investments with a maturity of three months or less to be cash equivalents.
OROPLATA RESOURCES, INC.
Notes to the Consolidated Financial Statements
September 30, 2014
2. Summary of Significant Accounting Policies - Continued
Recent Accounting Pronouncements
The Company reviews new accounting standards as issued. No new standards had any material effect on these financial statements, except for changes in reporting Development Stage Enterprises. The accounting pronouncements issued subsequent to the date of these financial statements that were considered significant by management were evaluated for the potential effect on these consolidated financial statements. Management does not believe any of the subsequent pronouncements will have a material effect on these consolidated financial statements as presented and does not anticipate the need for any future restatement of these consolidated financial statements because of the retro-active application of any accounting pronouncements issued subsequent to September 30, 2014 through the date these financial statements were issued.
On June 10, 2014 the FASB issued authoritative guidance which eliminates the concept of a development stage entity, which includes exploration stage. The incremental reporting requirements for presenting the development stage operations and cash flows since inception will no longer apply to exploration stage entities. The amendments related to the elimination of inception-to-date information and the other remaining disclosure requirements of Topic 915 are to be applied retrospectively and are effective for fiscal years beginning after December 15, 2014. The Company previously had been considered an exploration stage entity as its operations had not begun and has elected early adoption of this guidance effective with this filing.
3. Mineral property rights
On December 20, 2011, the Company purchased a 100% interest in the Leomary Gold Claim (“Leomary”) consisting of 4,500 mining hectors located in the province of Monseñor Nouelan, municipality of Bonao, for the sum of $13,000. At the end of September, 2012 the Director of Mining for the Dominican Republic cancelled the Company’s interest in the Leomary Gold Claim which resulted in the Company having not mineral claim for future exploration. The Company is seeking another mineral claim either in the Dominican Republic or elsewhere.
The acquisition costs of $13,000 of the Company’s former claim, the Leomary, have been impaired and expensed for the year ended September 30, 2012.
4. Significant transactions with related party
During the year ended September 30, 2014, the sole director and officer made advances to the Company in the amount of $61,011 to fund daily operations of the Company. These advances are non-interest bearing and payable on demand.
The sole officer and director of the Company has acquired 62.5% of the common stock issued.
OROPLATA RESOURCES, INC.
Notes to the Consolidated Financial Statements
September 30, 2014
5. Common stock
The Company’s authorized common stock consists of 500,000,000 shares of common stock, with par value of $0.001.
On October 14, 2011, the Company issued 40,000,000 shares of its common stock to its sole director and officer at $0.002 per share, for net proceeds of $80,000.
6. Subsequent events
The Company evaluated all events or transactions that occurred after September 30, 2014, up through the date these consolidated financial statements were issued and no subsequent events occurred that required disclosure in the accompanying consolidated financial statements.
ITEM 9.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.
(i)
On June 6, 2014, Oroplata Resources, Inc., (the “Company”) formally informed Goldman Accounting Services CPA, PLLC of their dismissal as the Company’s independent registered public accounting firm.
(ii)
The reports of Goldman Accounting Services CPA, PLLC on the Company’s financial statements as of September 30, 2013 and 2012, and for the period from inception on October 6, 2011 through September 30, 2013 and for the fiscal year ended September 30, 2013 contained no adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principle except to indicate that there was substantial doubt about the Company’s ability to continue as a going concern.
(iii)
The Company’s Board of Directors participated in and approved the decision to change independent registered public accounting firms.
(iv)
During the year ended September 30, 2013 and the period from inception on October 6, 2011 through September 30, 2012, and through June 6, 2014, there have been no disagreements with Goldman Accounting Services CPA, PLLC on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreements if not resolved to the satisfaction of Goldman Accounting Services CPA PLLC would have caused them to make reference thereto in connection with their report on the financial statements for such years.
(v)
The Company has requested that Goldman Accounting Services CPA PLLC furnish it with a letter addressed to the SEC stating whether or not it agrees with the above statements.
(b)
New independent registered public accounting firm
(1)
On June 6, 2014 the Company engaged DKM Certified Public Accountants as its new independent registered public accounting firm. During the Company’s two most recent fiscal years, being September 30, 2013 and 2012, and the subsequent interim periods, being December 31, 2013 and March 31, 2014, prior to the engagement of DKM Certified Public Accountants, which was on June 6, 2014, there were no consultation as to the type of audit opinion that might be rendered on the Company’s consolidated financial statements, and neither a written report was provided to the Company nor advice was provided that DKM Certified Public Accountants concluded was an important factor considered by the Company in reaching a decision as to the accounting, auditing or financial reporting; and
(i)
The application of accounting principles to a specific transaction, either completed or proposed; or
(ii)
Any matter that was subject of a disagreement, as that term is defined in Item 304(a)(1)(iv) of Regulation S-K.
ITEM 9A.
ITEM 9A. 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 September 30, 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's rules 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 Annual Report on Form 10-K for the fiscal year ended September 30, 2014 fairly present our financial condition, results of operations and cash flows in all material respects.
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 States Generally 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; and
-
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.
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 September 30, 2014, based on criteria established in Internal Control -Integrated Framework issued by the Committee of Sponsoring Organizations of 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 September 30, 2014, the Company did not have a separate 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 September 30, 2014, the Company's internal control over financial reporting was not effective based on the criteria in Internal Control - Integrated Framework issued by COSO.
This Annual 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 Commission that permit us to provide only management's report in this Annual Report.
Our independent accountants have stated in their report dated January 12, 2015 that “the company is not required to have nor were we engaged to perform an audit of its internal control over financial reporting”.
Changes in Internal Controls
There were no changes in our internal control over financial reporting during the fiscal year ended September 30, 2014 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
ITEM 9B.
ITEM 9B. OTHER INFORMATION.
None.
PART III
ITEM 10.
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.
DIRECTORS AND EXECUTIVE OFFICERS
Our sole executive officer and director and his respective age and titles are as follows:
Note:
Ruben Ricardo Vasquez was born on February 12, 1975 and attended Catholic University in Santiago, Dominican Republic where he obtained a degree in marketing. Subsequently he attended the University of Technology in Santiago where he majored in accounting. In 2008 he was appointed General Manager of Garcia Ramirez & Associates where he was responsible for the supervision and leading of a team to achieve the company’s goals since the company is an importer and exporter of products in the Dominican Republic but having its principal operations in Panama. Vasquez was in charge of the coordination and logistics of both the national and international operations. In 2010 he joined Banco Popular as Platform Manager responsible for banking operations and employee supervision. In 2013 he became General Manager of Unik Marketing responsible for identifying new target markets for different companies wanting to expand their sales to other customers. He became the President of the Miramar Group where he was in charge of a group of employees consisting of five auditors and six market experts who main purpose was to develop new marketing ideas and assist corporations with their audit services and tax structuring. His group was responsible in the preparation of annual, semi-annual and monthly audits, tax reports and financial reports in order to adhere to the various new accounting regulations.
Term of Office
Presently Oroplata has only one member of the Board of Directors. This is expected to change once our sole officer and director can determine what other individuals would benefit Oroplata by serving on its Board. Members of Oroplata’s board of directors are appointed to hold office until the next annual meeting of our stockholders or until his or her successor is elected and qualified, or until they resign or are removed in accordance with the provisions of the Nevada Revised Statutes. Our officers are appointed by our board of directors and hold office until removed by the board.
Committees of the Board of Directors
Oroplata does not have a separately constituted audit committee, compensation committee, nominating committee, executive committee or any other committees responsible to the Board of Directors.
Outstanding Equity Awards
There are no stock option or future rights to any of the Company’s capital stock. There are no stock incentive plans in place.
Involvement in Certain Legal Proceedings
To the knowledge of our Company, during the past ten years, our sole director and officer:
(1)
has filed a petition under the federal bankruptcy laws or any state insolvency law, nor had a receiver, fiscal agent or similar officer appointed by the court for the business or property of such person, or any partnership in which he was a general partner at or within two years before the time of such filings;
(2)
was convicted in a criminal proceeding or named subject of a pending criminal proceeding (excluding traffic violations and other minor offences);
(3)
was the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him from or otherwise limiting, the following activities:
(i)
acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, associated person of any of the foregoing, or as an investment advisor, underwriter, broker or dealer in securities, or as an affiliate person, director or employee of any investment company, or engaging in or continuing any conduct or practice in connection with such activity;
(ii)
engaging in any type of business practice; or
(iii)
engaging in any activities in connection with the purchase or sale of any security or commodity or in connection with any violation of federal or state securities laws or federal commodities laws;
(4)
was the subject of any order, judgment, or decree, not subsequently reversed, suspended, or vacated, of any federal or state authority barring, suspending or otherwise limiting for more than 60 days the right of such person to engage in any activity described above under this Item, or to be associated with persons engaged in any such activities;
(5)
was found by a court of competent jurisdiction in a civil action or by the SEC to have violated any federal or state securities law, and the judgment in such civil action or finding by the SEC has not been subsequently reversed, suspended, or vacated.
(6)
was found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any federal commodities law, and the judgement in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended or vacated.
Board of Directors Audit Committee
Below is a description of the Audit Committee of the Board of Directors. The Charter of the Audit Committee of the Board of Directors sets forth the responsibilities of the Audit Committee. The primary function of the Audit Committee is to oversee and monitor the Company’s accounting and reporting processes and the audits of the Company’s financial statements.
With only one director and officer at the present time there is basically no audit committee. Management is planning to find an independent third party who is considered an expert to become a member of the audit committee.
Apart from the Audit Committee, the Company has no other Board committees.
Conflicts of Interest
To ensure that potential conflicts of interest are avoided or declared to our Company and its shareholders and to comply with the requirements of the Sarbanes Oxley Act of 2002, our former sole director and officer adopted, on October 7, 2011, a Code of Business Conduct and Ethics. Oroplata’s Code of Business Conduct and Ethics embodies our commitment to such ethical principles and sets forth the responsibilities of Oroplata and its officer and director to its shareholders, employees, customers, lenders and other stakeholders. Our Code of Business Conduct and Ethics addresses general business ethical principles and other relevant issues.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Exchange Act requires our executive officers and directors, and persons who own more than 10% of a registered class of our securities (“Reporting Persons”), to file reports of ownership and changes in ownership with the SEC. Reporting Persons are required by SEC regulations to furnish us with copies of all forms they file pursuant to Section 16(a). Based solely on our review of the copies of such forms received by us, we believe that, during the last fiscal year, the our sole director and officer has failed to file, on a timely basis, the identified reports required by Section 16(a) of the Exchange Act:
ITEM 11.
ITEM 11. EXECUTIVE COMPENSATION.
Summary Compensation Table
No compensation was awarded to, earned by, or paid to our sole officer and director during the period from October 6, 2011 (date of inception) to September 30, 2014.
Outstanding Equity Awards
Since incorporation on October 6, 2011, we have not granted any stock options or stock appreciation rights to our executive officers or directors.
Compensation of Director and Officer
We have no standard arrangement to compensate our director for his services in his capacity as a director. There is no compensation arrangement, either written or unwritten, to compensate our officer and director. In future our Directors will not be compensated for meetings attended. All travel and lodging expenses associated with corporate matters are reimbursed by us, if and when incurred.
ITEM 12.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
The following table sets forth certain information concerning the number of shares of our common stock owned beneficially as of January 12, 2015 by: (i) each person (including any group) known to us to own more than five percent (5%) of any class of our voting securities of our shares of common stock, (ii) our executive officers and directors, and (iii) our named executive officers as defined in Item 402(m)(2) of Regulation S-K. Unless otherwise indicated, the stockholder listed possess sole voting and investment power with respect to the shares shown.
Notes:
(1)
A beneficial owner of a security includes any person who, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise has or shares: (i) voting power, which includes the power to vote, or to direct the voting of shares; and (ii) investment power, which includes the power to dispose or direct the disposition of shares. Certain shares may be deemed to be beneficially owned by more than one person (if, for example, persons share the power to vote or the power to dispose of the shares). In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire the shares (for example, upon exercise of an option) within 60 days of the date as of which the information is provided. In computing the percentage ownership of an y person, the amount of shares outstanding is deemed to include the amount of shares beneficially owned by such person (and only such person) by reason of these acquisition rights. As a result, the percentage of outstanding shares of any person as shown in this table does not necessarily reflect the person’s actual ownership or voting power with respect to the number of shares of common stock actually outstanding on September 30, 2013. As of January 12, 2015, there were 40,000,000 shares of our common stock issued and outstanding.
Changes in Control
There are no arrangements which may result in a change in control in the future other than our former director and officer, Hilario Sosa, passed away during the latter part of the fiscal year and has been replaced by Ruben Ricardo Vasquez who has acquired the shares previously owned by Mr. Sosa.
Holders of Common shares
As of the date of this Form 10-K the Company had 41 shareholders including the our sole officer and director. The number of shares held by the officer and director is 25,000,000 common shares.
Market Information
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. Market makers 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.
Dividend Policy
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” because it meets one or more of the definitions in SEC Rule 3a51-1:
(i)
It has a price less than five dollars per share;
(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 five dollars per share; or
(iv)
It is issued by a company with net tangible assets of less than $2,000,000, if in business more than three years continuously, or $5,000,000, if the business is less than three years continuously or with average revenues of less than $6,000,000 for the past three years.
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, Purchase Warrants and Convertible Securities
Oroplata has not issued any stock options to its director and officer 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-K.
Our authorized capital consists of 500,000,000 shares of common stock, par value $0.001 per share, of which 40,000,000 shares are presently issued.
The holders of our common stock are entitled to receive dividends as may be declared by our Board of Directors; are entitled to share ratably 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.
Non-Cumulative Voting
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.
Employment Agreements
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.
Pension Benefits
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. As mentioned elsewhere in this Form 10-K our former director and officer passed away and has been replaced by Ruben Ricardo Vasquez.
Registered Agent
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, NV 89703. 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 Nevada in the manner provided in NRS 14.020(2).
Transfer Agent
We have engaged the service of Action Stock Transfer Corp., Suite 214 - 2469 E. Fort Union Blvd., Salt lake City, Utah, 84121, to act as transfer and registrar.
Debt Securities and Other Securities
There are no debt securities outstanding or other securities.
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-K; 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 State of Nevada and the Securities Regulation Act.
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 Nevada corporation 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 Nevada law. An Issuing Corporation is a Nevada corporation, 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 Nevada directly 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 Nevada corporation 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.
CORPORATE GOVERNANCE
Director Independence
Ruben Ricardo Vasquez is not independent within the meaning of Section 5605 of NASDAQ.
Board Committees
The Audit Committee
We have an Audit Committee whose only member consist of Ruben Ricardo Vasquez, our Chief Executive Officer, Chief Financial Officer who is not independent. Further, he can be considered an “audit committee financial expert” as defined in Item 401 of Regulation S-K since he has a background in accounting and audit.. It is our intention to seek another individual for the Audit Committee but to date none have been identified.
Apart from the Audit Committee, we have no other Board Committees. Since inception, our Board has conducted its business entirely by consent resolutions.
ITEM 13.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTORS’ INDEPENDENCE
Except as described below, none of the following parties have, since our date of incorporation, had any material interest, direct or indirect, in any transaction with us or in any presently proposed transaction that have or will materially affect us, other than as noted in this section:
1.
Any of our directors or officers;
2.
Any person proposed as a nominee for election as a director;
3.
Any person who beneficially owns, directly or indirectly, shares carrying more than 5% of the voting rights attached to our outstanding shares of common stock;
4.
Any of our promoters; and
5.
Any member of the immediate family (including spouse, parents, children, step-parents, step-children, siblings and in-laws) of any of the foregoing persons.
On October 14, 2011, we issued 40,000,000 shares of common stock to our previous Chief Executive Officer, President and Director at a price of $0.001 per share. The shares were issued pursuant to Section 4(2) of the Securities Act and are restricted shares as defined in the Securities Act.
ITEM 14.
ITEM 14. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTORS INDEPENDENCE
Under our effective registration statement our sole director and officer was able to sell 15,000,000 common shares leaving him with a balance of 25,000,000 common shares.
Directors’ Independence
Under NASDAQ Rule 4200(a)(15), a director is not considered to be independent if he or she is also an executive officer or employee of the corporation. As Ruben Ricardo Vasquez is an officer and director, we have determined that he is not an independent director as defined under NASDAQ Rule 4200(a)(15).
The Company does not have any promoters involved with it.
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES.
The aggregate fees billed for the two most recently completed fiscal years for professional services rendered by the principal accountant for the audit of our annual financial statements and review of the financial statements that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for those fiscal periods were as follows:
Included in the audit fees for the year ended September 30, 2014 is the year end fees charged for September 30, 2013. No audit fees have been accrued for the fiscal year ended September 30, 2014.
ITEM 15.
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES.
The following exhibits are either provided with this Annual Report or are incorporated herein by reference:
______________
(1) Previously filed as an exhibit to our Registration Statement on Form S-1 originally filed with the SEC on May 22, 2013, as amended on August 13, September 11 and 30 and on October 7, 2013 and declared effective October 16, 2013.
(*) Filed herein.
ITEM 16. SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
OROPLATA RESOURCES, INC. (Registrant)
Date: January 13, 2015
By: /s/ “RUBEN RICARDO VASQUEZ"
Ruben Ricardo Vasquez
Chief Executive Officer, Chief Accounting Officer, President and Director
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dated indicated.
Date: January 13, 2015 By: /s/ “RUBEN RICARDO VASQUEZ”
Ruben Ricardo Vasquez
Chief Executive Officer, Chief Accounting Officer, President and Director