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This Form 10-K, particularly in the sections titled “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Business,” contains forward-looking statements that involve substantial risks and uncertainties. All statements other than statements of historical facts contained in this prospectus, including statements regarding our future financial condition, business strategy and plans and objectives of management for future operations, are forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “believe,” “may,” “might,” “objective,” “estimate,” “continue,” “anticipate,” “intend,” “should,” “plan,” “expect,” “predict,” “potential,” or the negative of these terms or other similar expressions. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our financial condition, results of operations, business strategy and financial needs. These forward-looking statements are subject to a number of risks, uncertainties and assumptions described under the section titled “Risk Factors” and elsewhere in this prospectus, regarding, among other things:
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our further attempts at exploring the Leomary might result in the Company finding virtually no other minerals, other than what has already been identified, and hence no reserves on the Leomary;
future exploration will require further funds and we might not be able to raise any funds for our exploration activities;
we may not be able to identify any other mineral properties either in the Dominican Republic or elsewhere and hence eventually have to cease operations;
we may not be able to complete with other mining companies, either large or small, who are in the Dominican Republic;
there is no assurance we will be able to manage our future growth; and
even thought our President is a geologist we might not be able to find other qualified individuals to work on the Leomary;
These risks are not exhaustive. Other sections of this prospectus may include additional factors that could adversely impact our business and financial performance. These statements reflect our current views with respect to future events and are based on assumptions and subject to risk and uncertainties. Moreover, we operate in a very competitive and rapidly-changing environment. New risk factors emerge from time to time and it is not possible for our management to predict all risk factors, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements.
You should not rely upon forward-looking statements as predictions of future events. The events and circumstances reflected in the forward-looking statements may not be achieved or occur. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Moreover, neither we nor any other person assume responsibility for the accuracy and completeness of the forward-looking statements. Except as required by law, we undertake no obligation to update publicly any forward-looking statements for any reason after the date of this prospectus to conform these statements to actual results or to changes in our expectations.
As used in this Annual Report, the terms “we,” “us,” “our,” “Oroplata,” and the “Company” mean Oroplata Resources, Inc., unless otherwise indicated. All dollar amounts in this Annual Report are expressed in U.S. dollars, unless otherwise indicated.
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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 #3 – 7 San Marcos, 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 which, hopefully, will contain gold.
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.
The Leomary was assigned to Oroplata Exploraciones and the designation was filed with the Ministry of Industry and Commerce and Mining Directorate of the Government of the Dominican Republic and registered with file No. S9-046 dated April 4, 2012.
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The Company’s President, Mr, Sosa, selected the Leomary Gold Claim from his knowledge of the area wherein the Leomary is located, The mineral rights on the Leomary were obtained directly from the Dominican Mining Office (DGM) where Mr. Sosa had to register an application for a Metallic Exploration Concession. The Company advanced him $13,000 to acquire the mineral rights on the Leomary and to complete all application forms required in order to ensure the mineral rights were owned by the Company. Other than the DGM, no other parties were involved in obtaining the mineral rights to the Leomary.
Oroplata has performed an initial exploration program on the Leomary as more fully described on page 19. In August 2013, we 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. The cost and work undertaken is shown on page 32. We will undertake a further exploration program in the late part of the spring of 2014 at an estimated cost of $95,843 as described on page 23. A description of the Leomary is provided under the heading “Property” below.
Oroplata has not earned any revenues to date and we do not anticipate earning revenues until such time as we enter into commercial production of the Leomary. Our Company is presently considered to be exploration stage since we have not done sufficient exploration work to identify whether there are any reserves associated with the Leomary. There is no assurance that commercially viable mineral deposits exist on the Leomary, or that, if such deposits are discovered, we will be able to enter into further substantial exploration or development programs. Further exploration is required to determine the economic and legal feasibility of the Leomary.
Our director has advanced $25,372 by way of paying on behalf of the Company certain expenses relating to office, the recent exploration program completed in August 2013 and sundry.
As at September 30, 2013, we had $22,604 in cash on hand and current liabilities of $31,938 resulting in a negative working capital position of $(9,334). We have undertaken basic exploration work under Phase I in the amount of $53,507 on the Leomary as more fully described on page 19. To undertake Phase II of our exploration program we will require additional funds of $95,843; funds which the Company does not have at the present time and may never have.
The Leomary has had no production to date and hence is considered a grass roots property; limited exploration work has occurred in the past. There are no full-time employees and management is able to spend only a small amount of time with respect Oroplata’s affairs. We have no other assets other than cash and the Leomary.
In September 2012, we engaged the services of Ismael Martinez, Professional Geologist, to undertake a geological report on the Leomary. His report is dated the same month and more fully described on pages 14 to 24. No decision has been made as to when Phase II will be undertaken but it is expected to commence in the late spring of 2014.