UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

 Washington, D.C. 20549


FORM 10-Q


   X . Quarterly Report under Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended November 30, 2014


        . Transition report under Section 13 or 15(d) of the Exchange Act

For the transition period from __________ to __________


Commission File Number: 333-135354


BAKKEN ENERGY CORP.
(Exact name of Registrant as specified in its charter)

 

Nevada

98-0453936

  (State or other jurisdiction

(I.R.S. Employer

of incorporation or organization)

Identification No.)


Carrera 40, No.10A-65, Barrio El Poblado

Medellìn - Colombia

(Address of Principal Executive Offices & Zip Code)


011-011-57.4.2682451

(Telephone Number)

___________________________________________

Former Name, Address and Fiscal Year, If Changed Since Last Report


Check whether the issuer: (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes    X . No         .


We had a total of 547,439,999 shares of common stock issued and outstanding at November 30, 2014.


Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes         . No    X .


Transitional Small Business Disclosure Format: Yes         . No    X .









PART I - FINANCIAL INFORMATION


ITEM 1. FINANCIAL STATEMENTS.


The interim financial statements included herein are unaudited but reflect, in management's opinion, all adjustments, consisting only of normal recurring adjustments, that are necessary for a fair presentation of our financial position and the results of our operations for the interim periods presented. Because of the nature of our business, the results of operations for the quarterly period ended November 30, 2014 are not necessarily indicative of the results that may be expected for the full fiscal year.





2






Bakken Energy Corp. (Orofino Gold Corp.)

(A Development Stage Company)

Balance Sheets

(Stated in US Dollars)


Assets

Current Assets

 

November 30, 2014

 

May 31, 2014

 

Unaudited

 

Unaudited

 

 

 

 

 

Cash

$

500

$

2,000

Prepaid expense

 

 

 

-

Total Current Assets

 

500

 

2,000

Non-Current Assets

 

 

 

 

Mineral Properties

 

70,000

 

60,000

Total Non-Current Assets

 

70,000

 

60,000


Total Assets

$

70,500

$

62,000


Liabilities

 

 

 

 

 

Current Liabilities

 

 

 

 

 

 

Accounts Payable

$

494,213

$

461,357

 

Loans payable

 

753,774

 

698,366

 

Convertible loans

 

783,207

 

792,638

Total Current Liabilities

 

2,031,194

 

1,952,361

Total Liabilities

 

2,031,194

 

1,952,361


Stockholders' Deficiency

 

 

 

 

Common Stock, $0.001 par value

850,000,000 Common Shares Authorized

547,439,999 Shares Issued

 

547,440

 

413,400

Additional Paid-in capital

 

1,296,277

 

1,381,067

Deficit

 

(3,805,247)

 

(3,685,664)

Translation Adjustments

 

836

 

836

Total Stockholders' Deficit

 

(1,960,694)

 

(2,030,175)


Total Liabilities and Stockholders' Equity

$

70,500

$

62,000


The accompanying notes are an integral part of these financial statements.



3






Bakken Energy Corp. (Orofino Gold Corp.)

(A Development Stage Company)

Income Statements

(Stated in US Dollars)

Unaudited



 

 

 

 

 

 

From Inception

 

 

For the three

 

For the six

 

(April 12, 2005)

 

 

months ended

 

months ended

 

to

 

 

November 30,

 

November 30,

 

November 30,

 

 

2014

 

2013

 

2014

 

2013

 

2014

Revenue

$

-

$

-

$

-

$

-

$

116,326


Expenses

 

 

 

 

 

 

 

 

 

 

Advertising and Promotion

 

-

 

357

 

-

 

1,332

 

78,963

Consulting fees

 

7,612

 

25,750

 

12,600

 

77,315

 

482,086

General and Administrative

 

13,746

 

29,538

 

33,690

 

86,200

 

405,618

Imputed Interest

 

-

 

-

 

-

 

-

 

1,967

Interest

 

37,819

 

29,520

 

73,293

 

58,499

 

745,477

Management fees

 

-

 

25,750

 

-

 

77,315

 

212,315

Mineral exploration expense

 

-

 

-

 

-

 

12,000

 

924,910

Write off of mineral acquisition cost

 

-

 

-

 

-

 

-

 

950,000

Wages and Salary

 

-

 

-

 

-

 

-

 

120,237

Total Expenses

 

59,177

 

110,915

 

119,583

 

312,661

 

3,921,573


Provision for income tax

 

-

 

-

 

-

 

-

 

-


Net Income (Loss)

$

(59,177)

$

(110,915)

$

(119,583)

$

(312,661)

$

(3,805,247)

 

 

 

 

 

 

 

 

 

 

 

Basic loss per common share

 

 

 

 

$

(0.0002)

$

(0.0012)

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted Average Number of Common Shares

 

 

 

 

 

510,218,241

 

259,103,297

 

 


The accompanying notes are an integral part of these financial statements.



4





Bakken Energy Corp. (Orofino Gold Corp.)

(A Development Stage Company)

STATEMENTS OF STOCKHOLDER'S EQUITY

From inception (April 12, 2005) to November 30, 2014

(Stated in US Dollars)

Unaudited


 

Common Stock

 

 

 

 

 

 

 

 

 

Shares

 

Amount

 

Paid in

capital

 

Translation adjustments

 

Retained

deficit

 

Total Equity

Shares issued to founders on April 12, 2005 at $0.0001 per share

60,000,000

$

60,000

$

(59,000)

$

-

$

-

$

(59,000)

Net (Loss) for period ending May 31, 2006

-

 

-

 

-

 

-

 

(800)

 

(800)

Balance, May 31, 2006

60,000,000

$

60,000

$

(59,000)

$

-

$

(800)

$

(59,800)

Net (Loss) for period ending May 31, 2007

-

 

-

 

-

 

-

 

(200)

 

(200)

Balance, May 31, 2007

60,000,000

$

60,000

$

(59,000)

$

-

$

(1,000)

$

-

Contributed Capital

-

 

-

 

7,500

 

-

 

-

 

7,500

Translation Adjustments for period ending May 31, 2008

-

 

-

 

-

 

(111)

 

-

 

(111)

Net (Loss) for period ending May 31, 2008

-

 

-

 

-

 

-

 

(39,779)

 

(39,779)

Balance, May 31, 2008

60,000,000

$

60,000

$

(51,500)

$

(111)

$

(40,779)

$

(32,390)

Translation Adjustments for period ending May 31, 2009

-

 

-

 

-

 

947

 

-

 

947

Net (Loss) for the period ending May 31, 2009

-

 

-

 

-

 

-

 

(33,887)

 

(33,887)

Balance, May 31, 2009

60,000,000

$

60,000

$

(51,500)

$

836

$

(74,666)

$

(65,330)

Contributed Capital

-

 

-

 

1,967

 

-

 

-

 

1,967

Net (Loss) for the period ending May 31, 2010

-

 

-

 

-

 

-

 

(564,808)

 

(564,808)

Balance, May 31, 2010

60,000,000

$

60,000

$

(49,533)

$

836

$

(639,474)

$

(628,171)

Shares issued in settlement of debt

10,200,000

 

10,200

 

163,800

 

-

 

-

 

174,000

Shares issued for convertible debt

46,450,000

 

46,450

 

301,925

 

-

 

-

 

348,375

Shares issued for mineral concessions

24,000,000

 

24,000

 

336,000

 

-

 

-

 

360,000

Net (Loss) for the period ending May 31, 2011

-

 

-

 

-

 

-

 

(1,031,742)

 

(1,031,742)

Balance, May 31, 2011

140,650,000

$

140,650

$

752,192

$

836

$

(1,671,216)

$

(777,538)

Shares issued for convertible debt

3,250,000

 

3,250

 

21,125

 

-

 

-

 

24,375

Net (Loss) for the period ending May 31, 2012

-

 

-

 

-

 

-

 

(840,726)

 

(840,726)

Balance, May 31, 2012

143,900,000

$

143,900

$

773,317

$

836

$

(2,511,942)

$

(1,593,889)

Shares issued for convertible debt

101,500,000

 

101,500

 

659,750

 

-

 

-

 

761,250

Net (Loss) for the period ending May 31, 2013

-

 

-

 

-

 

-

 

(524,135)

 

(524,135)

Balance, May 31, 2013

245,400,000

$

245,400

$

1,433,067

$

836

$

(3,036,077)

$

(1,356,774)

Shares issued for convertible debt

150,000,00

 

168,000

 

(52,000)

 

-

 

-

 

116,000

Net (Loss) for the period ending May 31, 2014

-

 

-

 

-

 

-

 

(649,587)

 

(649,587)

Balance, May 31, 2014

413,400,000

$

413,400

$

1,381,067

$

836

$

(3,685,664)

$

(1,890,361)

Shares issued for convertible debt

78,500,000

 

78,500

 

(39,250)

 

-

 

-

 

39,250

Shares issued pursuant to joint venture

20,000,000

 

20,000

 

(10,000)

 

-

 

-

 

10,000

Stock dividend - 10%

35,539,999

 

35,540

 

(35,540)

 

-

 

-

 

-

Net (Loss) for the period ending November 30, 2014

-

 

-

 

-

 

-

 

(119,583)

 

(119,583)

Balance, November 30, 2014

547,439,999

$

547,440

$

1,296,277

$

836

$

(3,805,247)

$

(1,960,694)


The accompanying notes are an integral part of these financial statements.



5






Bakken Energy Corp. (Orofino Gold Corp.)

(A Development Stage Company)

Statements of Cash Flows

(Stated in US Dollars)

Unaudited


 

 

 

 

 

 

From inception

 

 

For the six months ended

 

(April 12, 2005) to

 

 

November 30, 2014

 

November 30, 2013

 

November 30, 2014

Operating Activities

 

 

 

 

 

 

Net income (loss)

$

(119,583)

$

(312,661)

$

(3,805,247)

Adjustments to reconcile net income to net cash

 

 

 

 

 

 

Imputed interest on related party loan

 

-

 

-

 

1,967

Accrued interest on loans

 

73,293

 

58,499

 

745,476

Write off mineral acquisition costs

 

-

 

-

 

950,000

Shares issued for services

 

-

 

-

 

78,000

Accounts payable

 

33,932

 

247,711

 

519,585

Prepaid expenses

 

-

 

-

 

-

Net cash used in operating activities

 

(12,358)

 

(6,244)

 

(1,510,219)

 

 

 

 

 

 

 

Financing Activities

 

 

 

 

 

 

Loans

 

10,858

 

6,244

 

1,651,383

Contributed Capital

 

-

 

-

 

7,500

Common shares issued

 

-

 

-

 

1,000

Net cash provided by financing activities

 

10,858

 

6,244

 

1,659,883

 

 

 

 

 

 

 

Investing Activities

 

 

 

 

 

 

Acquisition of mineral properties

 

-

 

-

 

(150,000)

Net cash provided by investing activities

 

-

 

-

 

(150,000)

 

 

 

 

 

 

 

Effect of exchange rate on cash

 

-

 

-

 

836

Cash at beginning of period

 

2,000

 

-

 

-

Cash at end of period

$

500

$

-

$

500

 

 

 

 

 

 

 

Cash Paid For:

 

 

 

 

 

 

Interest

$

-

$

-

$

-

Income Tax

$

-

$

-

$

-

Non-Cash Activities

 

 

 

 

 

 


The accompanying notes are an integral part of these financial statements.



6






Bakken Energy Corp. (Orofino Gold Corp.)

Notes to the Financial Statements


1.

ORGANIZATION AND DESCRIPTION OF BUSINESS


Bakken Energy Corp. (formerly Orofino Gold Corp.), ("Bakken" or the "Company") was organized under the laws of the State of Nevada on April 12, 2005. Bakken started operations on September 1, 2007 under the "Clean 'N Shine" name operating as a full service automotive car wash, cleaning, detailing, and polishing business generating some revenues. With limited opportunities available the Company decided to look at mineral resources as an alternative business. On May 20, 2009, the Company completed a forward stock split of its common stock on a ratio of six shares for every one share of the Company. The record date of the forward stock split was May 15, 2009, the payment date of the forward split was May 19, 2009, and the ex-dividend date of the forward split was May 20, 2009. As a result of the forward split, the post forward split number off issued and outstanding shares was 60,000,000. On December 5, 2009, the Company passed a resolution to change its name from SNT Cleaning Inc. to Orofino Gold Corp. and on March 3, 2014 the Company passed a resolution to change its name to Bakken Energy Corp.


The Company was an exploration stage gold mining company with its efforts focused on mineral concessions and development of existing high grade artisanal mining operations. The Company has achieved no operating revenues from mining operations to date. The Company is presently looking at oil and gas properties.


2.

SIGNIFICANT ACCOUNTING POLICIES


Basis of presentation


These financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP"). A summary of the significant accounting policies are as follows:


Use of estimates


Management uses estimates and assumptions in preparing these financial statements in accordance with generally accepted accounting principles. Those estimates and assumptions affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities and the reported revenues and expenses for the periods presented. Actual results could differ from those estimates.


Comprehensive income


The Company has adopted ASC Topic 220, "Comprehensive Income." Comprehensive income is comprised of net income (loss) and all changes to stockholders' equity (deficit), except those related to investments by stockholders, changes in paid-in capital and distribution to owners. In accordance with FASB ASC Topic 220 "Comprehensive Income," comprehensive income consists of net income and other gains and losses affecting stockholder's equity that are excluded from net income, such as unrealized gains and losses on investments available for sale, foreign currency translation gains and losses and minimum pension liability. Since inception other comprehensive income has consisted of translation gains and losses.


Mineral properties


All exploration expenditures are expensed as incurred. Costs of acquisition and option costs of mineral rights are capitalized upon acquisition. Mine development costs incurred to develop new ore deposits, to expand the capacity of mines or to develop mine areas substantially in advance of production are also capitalized once proven and probable reserves exist, and the property is determined to be a commercially mineable property. Costs incurred to maintain current production or to maintain assets on a standby basis are charged to operations. If the Company does not continue with exploration after the completion of the feasibility study, the cost of mineral rights will be expensed at that time. Costs of abandoned projects, including related property and equipment costs, are charged to mining costs. To determine if these costs are in excess of their recoverable amount, periodic evaluations of the carrying value of capitalized costs and any related property and equipment costs are performed. These evaluations are based upon expected future cash flows and/or estimated salvage value.



7






Bakken Energy Corp. (Orofino Gold Corp.)

Notes to the Financial Statements


2.

SIGNIFICANT ACCOUNTING POLICIES continued


Fair Value of Financial Instruments


The Company adopted FASB ASC 820-Fair Value Measurements and Disclosures, for assets and liabilities measured at fair value on a recurring basis. ASC 820 establishes a common definition for fair value to be applied to existing generally accepted accounting principles that require the use of fair value measurements establishes a framework for measuring fair value and expands disclosure about such fair value measurements. The adoption of ASC 820 did not have an impact on the Company's financial position or operating results, but did expand certain disclosures. ASC 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Additionally, ASC 820 requires the use of valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs. These inputs are prioritized below:


Level 1: Observable inputs such as quoted market prices in active markets for identical assets or liabilities


Level 2: Observable market-based inputs or unobservable inputs that are corroborated by market data


Level 3: Unobservable inputs for which there is little or no market data, which require the use of the reporting entity's own assumptions.


The Company did not have any Level 2 or Level 3 assets or liabilities as of November 30, 2014.


The Company discloses the estimated fair values for all financial instruments for which it is practicable to estimate fair value. As of the date of the financial statements, the fair value short-term financial instruments including prepaid, and accounts payable and accrued expenses, approximates book value due to their short-term duration.


Basic and diluted loss per share


Basic net earnings (loss) per common share are computed by dividing net income (loss) by the weighted-average number of common shares outstanding during the period. Diluted net earnings (loss) per common share is determined using the weighted-average number of common shares outstanding during the period, adjusted for the dilutive effect of common stock equivalents.


Income taxes


Income taxes are accounted for in accordance with the provisions of FASB ASC 740, Accounting for Income Taxes. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amounts expected to be realized.


Foreign Currency Translation and Transactions


The Company's functional currency is US dollars. Foreign currency balances are translated into US dollars as follows: Monetary assets and liabilities are translated at the period-end exchange rate. Non-monetary assets are translated at the rate of exchange in effect at their acquisition, unless such assets are carried at market or nominal value, in which case they are translated at the period-end exchange rate. Revenue and expense items are translated at the average exchange rate for the period. Foreign exchange gains and losses in the period are included in operations. The assets and liabilities arising from these operations are translated at current exchange rates and related revenues and expenses at the exchange rates in effect at the time the revenue or expense is incurred. Resulting translation adjustments, if material, are accumulated as a separate component of accumulated other comprehensive income in the statement of stockholders 'deficit while foreign currency transaction gains and losses are included in operations.



8






Bakken Energy Corp. (Orofino Gold Corp.)

Notes to the Financial Statements


2.

SIGNIFICANT ACCOUNTING POLICIES continued


Convertible debt


The Company reviews the terms of convertible debt and equity instruments to determine whether there are conversion features or embedded derivative instruments including embedded conversion options that are required to be bifurcated and accounted for separately as a derivative financial instrument. In circumstances where the convertible instrument contains more than one embedded derivative instrument, including conversion options that are required to be bifurcated, the bifurcated derivative instruments are accounted for as a single compound instrument. Also, in connection with the sale of convertible debt and equity instruments, the Company may issue free standing warrants that may, depending on their terms, be accounted for as derivative instrument liabilities, rather than as equity. When convertible debt or equity instruments contain embedded derivative instruments that are to be bifurcated and accounted for separately, the total proceeds allocated to the convertible host instruments are first allocated to the fair value of all the bifurcated derivative instruments. The remaining proceeds, if any, are then allocated to the convertible instruments themselves, usually resulting in those instruments being recorded at a discount from their face amount. When the Company issues debt securities, which bear interest at rates that are lower than market rates, the Company recognizes a discount, which is offset against the carrying value of the debt. Such discount from the face value of the debt, together with the stated interest on the instrument, is amortized over the life of the instrument through periodic charges to income. In addition, certain conversion features are recognized as beneficial conversion features to the extent the conversion price as defined in the convertible note is less than the closing stock price on the issuance of the convertible notes. Fees incurred in the placement of the convertible notes are deferred and recognized over the life of the debt agreement as an adjustment to interest expense using the interest method.


3.

GOING CONCERN


In the course of the Company's exploration activities, the Company has sustained losses and expects such losses to continue unless and until the Company can achieve net operating revenues. Future issuances of the Company's equity or debt securities will be required in order for the Company to continue to finance its operations and continue as a going concern. The Company currently has no revenue from operations and has incurred cumulative net losses of $3,805,247 since its inception. The Company's financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates, among other things, the realization of assets and the satisfaction of liabilities in the normal course of business. Realization values may be substantially different from carrying values as shown and the Company's financial statements do not include any adjustments relating to the recoverability or classification of recorded asset amounts or the amount and classification of liabilities that might be necessary if the Company is unable to continue as a going concern.


4.

MINERAL PROPERTIES


On April 6, 2010, the Company counter-signed an offer for joint venture-earn-in to option several mining concessions in the Department of Bolivar, Republic of Colombia. Pursuant to various stages of due diligence it was determined that the best way of obtaining title to the various target mineral properties was to enter into new agreements. On November 15, 2010 the Company entered into four agreements. The terms of the new agreements allowed for the Company to acquire an 80% interest in four mining concessions. The agreements were amended on April 18, 2011. However the Company was unable to make the October 1, 2011 payment under the amended formula. On March 1, 2012 the Company amended the acquisition agreements again on a basis of reducing the number of properties from 4 to 2 and reducing the payment schedule. A summary of the terms and ongoing payment obligations are as follows:


Cash payments:


1. $5,000 as an initial option payment;

2. $100,000 on or before January 31, 2011 (paid);

3. $150,000 on or before March 31, 2011 (amended), (paid), (previously February 28, 2011);

4. $50,000 on April 18, 2011 (amended), (paid) (previously $800,000 on or before March 31, 2011);

5. $450,000 every six months starting on July 1, 2012 (previously $900,000 every six months starting October 1, 2011, of which the Company may pay one-half of issuing restricted common shares to the vendor at a 10-day average trading price per amendment on April 18, 2011), (previously $800,000 every six months thereafter starting on June 1, 2011).



9





Bakken Energy Corp. (Orofino Gold Corp.)

Notes to the Financial Statements


4.

MINERAL PROPERTIES continued


Share issuances:


1. 24 million shares on or before March 31, 2011 (issued in March 2011)

2. 10 million shares on or before March 31, 2012, (discontinued under March 1, 2012 amendment) and

3. 10 million shares on or before December 31, 2012 (discontinued under March 1, 2012 amendment).


The Company paid a total of $350,000 to independent third parties for consulting services in relation to the signing of the option agreements. The Company incurred a cost of $100,000 paid to a person in the United States for the initial introduction of the mineral concessions and $250,000 paid to some concession holders as the initial payments to pursue an option agreement.


In May of 2012 the Company entered into an agreement to develop a mining concession in Peru. The Company can earn a 30% interest by expenditures of $250,000 and a further 40% by expenditures of $1,250,000 within a period ending on December 31, 2014. The vendors have a 3% net smelter return. The Company has incurred expenditures of $75,000 at May 31, 2014.


5.

LOANS PAYABLE


The Company has loans payable to various independent third parties on the basis of being unsecured, payable on demand and bearing interest at the rate of 10% per annum.


 

November 30, 2014

 

May 31, 2014

$

753,774

$

698,366


6.

CONVERTIBLE LOANS


The Company has concluded agreements to convert a portion of loans payable into 10% convertible promissory notes on the basis that the principal balance and unpaid interest at the rate of 15% per annum be convertible into shares of the Company's restricted common stock at a conversion price of $0.0075 per share for a total of $145,080, at a conversion price of $0.0025 per share for a total of $515,321 and at a conversion price of $0.0005 per share for a total of $131,806. The holder is limited to convert no more than 4.99% of the issued and outstanding common stock at the time of conversion. All of the loans were for cash advances to the Company.


 

 

November 30,

2014

 

May 31,

2014

Balance, at beginning of period

$

792,638

$

714,794

Convertible debt additions

 

-

 

96,795

Accrued interest

 

29,819

 

97,049

 

 

882,457

 

908,638

Converted into shares

 

(39,250)

 

(116,000)

Balance, end of period

$

783,207

$

792,638

Weighted average conversion price

$

0.0017

$

0.0018

Number of shares issuable

 

471,083,719

 

388,231,160




10






Bakken Energy Corp. (Orofino Gold Corp.)

Notes to the Financial Statements


7.

CAPITAL STOCK


Common Stock


The company issued to the founders 10,000,000 common shares of stock for $1,000. On May 20, 2009, the Company completed a 6-for-1 forward stock split (the Forward Split") of the Company's common stock in the form of a stock dividend. All share and per share information has been retroactively adjusted to reflect the Forward Split. The par value of the Company's common stock was unchanged by the Forward Split.


On October 14, 2010, the Company increased its total authorized shares of common stock from 75,000,000 to 250,000,000, par value $0.001 per share.


On June 10, 2010 the Company issued 600,000 restricted shares to two parties for services at a value of $0.13 per share.


On August 17, 2010 the Company issued 3,600,000 restricted shares at $0.01 each pursuant to an assignment of debt dated October 31, 2009.


On August 18, 2010 the Company issued 6,000,000 restricted shares at $0.01 each pursuant to the retirement of debt as at February 17, 2010.


On March 8, 2011 the Company issued 24,000,000 restricted shares at $0.015 each pursuant to the acquisition of mineral properties.


On March 8, 2011 the Company issued 46,450,000 restricted shares at $0.0075 each to fourteen parties pursuant to the exercise of convertible debt.


On March 28, 2011 the Company issued 5,000,000 warrants at $0.10 each for cash consideration of $500,000. The warrants may be exercised to purchase 5,000,000 shares at $1.00 each until December 31, 2012 or may be surrendered for the receipt of 2,500,000 restricted shares.


On August 23, 2011 the Company issued 550,000 restricted shares at $0.0075 each to two parties pursuant to the exercise of convertible debt.


On February 19, 2012 the Company issued 2,700,000 restricted shares at $0.0075 each to three parties pursuant to the exercise of convertible debt.


On July 6, 2012 the Company issued 13,500,000 restricted shares at $0.0075 each to four parties pursuant to the exercise of convertible debt.


On March 15, 2013 the Company issued 7,000,000 restricted shares at $0.0075 each to two parties pursuant to the exercise of convertible debt.


On March 18, 2013 the Company issued 8,500,000 restricted shares at $0.0075 each to one party pursuant to the exercise of convertible debt.


On March 19, 2013 the Company issued 8,000,000 restricted shares at $0.0075 each to one party pursuant to the exercise of convertible debt.


On March 20, 2013 the Company issued 8,000,000 restricted shares at $0.0075 each to one party pursuant to the exercise of convertible debt.


On March 21, 2013 the Company issued 9,000,000 restricted shares at $0.0075 each to one party pursuant to the exercise of convertible debt.


On March 22, 2013 the Company issued 10,000,000 restricted shares at $0.0075 each to one party pursuant to the exercise of convertible debt.



11






Bakken Energy Corp. (Orofino Gold Corp.)

Notes to the Financial Statements


7.

CAPITAL STOCK continued


On March 25, 2013 the Company issued 9,000,000 restricted shares at $0.0075 each to two parties pursuant to the exercise of convertible debt.


On March 26, 2013 the Company issued 10,000,000 restricted shares at $0.0075 each to two parties pursuant to the exercise of convertible debt.


On March 27, 2013 the Company issued 11,000,000 restricted shares at $0.0075 each to three parties pursuant to the exercise of convertible debt.


On March 28, 2013 the Company issued 7,500,000 restricted shares at $0.0075 each to one party pursuant to the exercise of convertible debt.


On June 1, 2013 the Company issued 10,000,000 restricted shares at $0.0075 each to two parties pursuant to the exercise of convertible debt.


On June 17, 2013 the Company issued 1,000,000 restricted shares at $0.0075 each to one party pursuant to the exercise of convertible debt.


On August 17, 2013 the Company issued 5,000,000 restricted shares at $0.0075 each to one party pursuant to the exercise of convertible debt.


On January 24, 2014 the Company issued 13,000,000 restricted shares at $0.0005 each to one party pursuant to the exercise of convertible debt.


On February 24, 2014 the Company issued 13,000,000 restricted shares at $0.0005 each to one party pursuant to the exercise of convertible debt.


On February 27, 2014 the Company issued 11,000,000 restricted shares at $0.0005 each to one party pursuant to the exercise of convertible debt.


On March 5, 2014 the Company issued 13,000,000 restricted shares at $0.0005 each to one party pursuant to the exercise of convertible debt.


On April 4, 2014 the Company issued 11,000,000 restricted shares at $0.0005 each to one party pursuant to the exercise of convertible debt.


On April 15, 2014 the Company issued 15,000,000 restricted shares at $0.0005 each to one party pursuant to the exercise of convertible debt.


On April 24, 2014 the Company issued 15,000,000 restricted shares at $0.0005 each to one party pursuant to the exercise of convertible debt.


On May 8, 2014 the Company issued 12,000,000 restricted shares at $0.0005 each to one party pursuant to the exercise of convertible debt.


On May 15, 2014 the Company issued 16,000,000 restricted shares at $0.0005 each to party pursuant to the exercise of convertible debt.


On June 2, 2014 the Company issued 15,500,000 restricted shares at $0.0005 each to one party pursuant to the exercise of convertible debt.


On June 24, 2014 the Company issued 20,000,000 restricted shares at $0.0005 each to one party pursuant to the exercise of convertible debt.



12






Bakken Energy Corp. (Orofino Gold Corp.)

Notes to the Financial Statements


7.

CAPITAL STOCK continued


On July 1, 2014 the Company issued 18,000,000 restricted shares at $0.0005 each to one party pursuant to the exercise of convertible debt.


On July 1, 2014 the Company issued 27,000,000 restricted shares at $0.0005 each to one party pursuant to the exercise of convertible debt.


On August 15, 2014 the Company issued 20,000,000 restricted shares at $0.0006 pursuant to a joint venture with Nations Oil & Gas LLC.


On August 25, 2014 the Company issued 35,539,999 shares as a 10% stock dividend to shareholders of record as at April 15, 2014.


On September 29, 2014 the Company issued 16,000,000 restricted shares at $0.0005 each to one party pursuant to the exercise of convertible debt.




13






ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.


FORWARD LOOKING STATEMENTS


The information in this discussion contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). These forward-looking statements involve risks and uncertainties, including statements regarding Bakken Energy Corp. (the "Company") capital needs, business strategy and expectations. Any statements contained herein that are not statements of historical facts may be deemed to be forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as "may", "will", "should", "expect", "plan", "intend", "anticipate", "believe", "estimate", "predict", "potential" or "continue", the negative of such terms or other comparable terminology. Actual events or results may differ materially. In evaluating these statements, you should consider various factors, including the risks outlined below, and, from time to time, in other reports the Company files with the SEC. These factors may cause the Company's actual results to differ materially from any forward-looking statement. The Company disclaims any obligation to publicly update these statements, or disclose any difference between its actual results and those reflected in these statements. The information constitutes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995.


As used in this quarterly report, the terms "we," "us," "our," and "our company" mean Bakken Energy Corp. unless otherwise indicated. All dollar amounts in this quarterly report are in U.S. dollars unless otherwise stated.


OVERVIEW


Bakken Energy Corp. ("Orofino" or the "Company") was organized under the laws of the State of Nevada on April 12, 2005. Orofino is a development stage company and has a limited history of operations. The authorized share capital of the Company is 250,000,000 common shares.


Bakken Energy Corp. started operations on September 1, 2007 under the "Clean `N Shine" name. Prior to this, the company had no operations from inception (April 12, 2005) to November 30, 2007. On September 1, 2007, Orofino began operating as a full service automotive car wash, cleaning, detailing, and polishing business. The company has generated revenues from cleaning and car care services specifically, automotive upholstery and leather cleaning and automotive interior and exterior cleaning and washing.


On May 20, 2009, the Company completed a forward stock split of its common stock on a ratio of six shares for every one share of the Company. The record date of the forward stock split was May 15, 2009, the payment date of the forward split was May 19, 2009, and the ex-dividend date of the forward split was May 20, 2009. The forward split was payable as a dividend, thereby requiring no action by shareholders, nor any amendment to the articles of incorporation of the Company. As a result of the forward split, the post forward split number off issued and outstanding shares was 60,000,000.


There are no preferred shares authorized. The Company has issued no preferred shares. The Company has no stock option plan, warrants or other dilutive securities. We are contemplating raising additional capital to finance our business. No final decisions regarding the financing have been made at this time.


On December 5, 2009, the Company passed a resolution to change its name from SNT Cleaning Inc. to Bakken Energy Corp. On December 5, 2009, the Company accepted the resignation of its President, Secretary and director, Robert Denman, and appointed John Martin as a Director of the Company, effective as of equal date.


On December 5, 2009, the Company passed a resolution to change its name from SNT Cleaning Inc. to Orofino Gold Corp. On March 3, 2014 the Company passed a resolution to change its name to Bakken Energy Corp. On December 5, 2009, the Company accepted the resignation of its President, Secretary and director, Robert Denman, and appointed John Martin as a Director of the Company, effective as of equal date. On June 6, 2010 John Martin resigned and Shi Long Ning, a resident of China, was appointed as a director. On February 28, 2011, Ary Pernett, a resident of Colombia; Alfonso Calderon, also a resident of Colombia and Dr, Hans Bocker, a resident of Switzerland joined the board. On January 7, 2011, Salvaldor Rivero, a resident of Germany, was appointed to the board. On December 23, 2011 Ary Pernett resigned. Mr. Pernett was the Company’s main field representative in Colombia for many years from 2010 to 2014. On May 15, 2012 Alfonso Calderon resigned and on June 25, 2012, Salvaldor Rivero resigned. On May 15, 2012 Shi Long became CEO. On April 2, 2014 Shi Long Ning assumed the roles of president and chairman. Michael James is taking over as CEO. Shi Long remains acting CFO, acting CEO and president.



14






The Company has offices in China and Colombia.


China:

93-B342 Xinliu Street

Zhong Shan District,

Dalian 116001, China


Colombia:

Carrera 40, No.10A-65,

Barrio El Poblado

Medellin - Colombia


INFORMATION ON DIRECTORS AND OFFICERS:


NING SHI LONG


·

Mr. Long is a Professional Software Engineer who has led an experienced team in developing and operating specified information and data systems the last 12 years. His company has designed and successfully commissioned over 20 Software installations at local and national organizations.


·

At Dalian Runbest Technology Development Co. Ltd. he was responsible for the entire design and development of key technology and coding for development of public packaging of a proprietary software technology. The clients of the company are concerned with the fields of finance, government, sci-tech education, medical, communication & energy, manufacturing and public utility.


·

He was responsible for project budgeting and the successful launching of major projects within financial guidelines as per the corporate policies of the responsible ministry.


·

ShanDong University - Information management and information system



·

Proficient in Chinese, English, French and Japanese languages.


·

VC++ | proficient | 12 months


·

OracleDB2 | proficient | 48 months


·

PowerbuilderSqlserverPowerdesigner | expert | 84 months JavaAspMs Project | average | 6 months


·

Ning Shi Long is a hands on leader and is relied-upon for Leadership and financial control and the company's direct link to large Chinese/Japanese investment companies and high net worth individuals. Ning Long is also proficient in handling data information systems to provide information to investors and financial institutions.


ARY PERNETT


EDUCATION


·

1973: Ingeniero de Minas y Metalurgia - Universidad Nacional de Colombia - Medellin (Mining and Metallurgy Engineer- National University of Colombia)


·

1977: Course de Reciclage en Geologie - Ecole National Superieur de Geologie - Nancy, France (Actualization in Geology - National School of Geology - Nancy - France)


·

1978: Docteur de L'institute National de Lorraine - Nancy - France (Fluid Inclusions in Gour Negre - State of Gare in France)



15






WORK HISTORY


·

1968 - 1970: Assistant in Petroleum Lab, National University of Colombia, Medellin-Colombia


·

1972 - 1976: Ministery of Mines of Colombia, as Engineer in Technical Assistance for Miners, (Choco State); Director of Marmato Mines, (Maramto, Caldas State) and Mining Inspecter, (Frontino Gold Mines in Segovia, Antioquia State)


·

1978 - 1981: National Institute of Geology of Colombia, INGEOMINAS, as field geologist working in the Mining Map of Antioquia –


·

1982- 1984: Carbones de Uraba (Coals of Uraba, a coal Enterprise exploring for Coal in Uraba area, Antioquia State, Colombia

·

1985 -1992: Personal activity in mining; explotation in alluvial deposits and assistance for small miners


·

1993 - 2000: CDI Gold Company in the Zancudo Mine, Titiribi, Antioquia State, Colombia, as partner, consultant, and at the ent as resident engineer in the mine site.


·

2000 - 2010: Personal Business in wood home construction, Cars, Computers, in Mexico


PUBLICATIONS


·

1980: Mining Map of the State of Antioquia - Ingeominas - Medellin – Colombia


·

1980: Memory of the Mining Map of the Antioquia State - Ingeominas - Medellin


LANGUAGES


·

Spanish: 100%


·

French: 70%


·

English: 50%


DR. HANS BOCKER


Prof. Bocker lives in Switzerland. He holds two professorships in business administration and applies his dual education in technology and economics/management in many areas. As a cosmopolitan, he works as a consultant, author, finance and business journalist, columnist and IR specialist. He has for decades devoted himself to precious metals and the mining industry. His assignments and interests have taken him to over 60 countries, including many in the Middle and Far East, Africa, Europe, North and South America.


To date, the number of his publications exceeds the 2000 mark. 150 of which are academic. The majority of his articles and papers have been published by the Borsen-Zeitung (11 years of collaboration), the Frankfurter Allgemeine (2 years), Finance and Wirtschaft (over 20 years) and Die Welt (1 year). He can be found under "B" in all additions of: Who's Who in the World" from 1991 to 2009. He teaches at two elite business schools, works in public and international relations, advises a number of commodity and mining companies and is a member of Rotary International.


MICHAEL JAMES


Mr. James is a registered Professional Geologist in Oregon and Colombia, South America where he lived and practiced for 20 years (1979-99). He has been practicing geology for 35 years and is bilingual English and Spanish.  His experience in Colombia involved working with the Engineering Geology in the planning of large scale hydroelectric projects and a transportation corridor through the Central Andes Cordillera before joining the Colombian Government Geological Service (INGEOMINAS) in extensive tectonic and lithology mapping campaigns.  Later, there, he was part of a team dedicated to evaluation of geologic risks of many urban areas and the presentation of multi-faceted solutions designed in multidisciplinary coordination groups.  After leaving government service he carried out several precious and strategic metal resource evaluations in several area of Colombia.



16






LABOR FORCE


Over the quarter ending November 30, 2014 the company has employed casual part-time labor, as required.


MINING CONCESSIONS


On April 6, 2010, the Company counter-signed an offer for joint venture-earn-in to option several mining concessions in the Department of Bolivar, Republic of Colombia. Pursuant to various stages of due diligence it was determined that the best way of obtaining title to the various target mineral properties was to enter into new agreements. On November 15, 2010 the Company entered into four agreements. The terms of the new agreements allow for the Company to acquire an 80% interest in four mining concessions. A summary of the terms and ongoing payment obligations are as follows:


Cash payments:


1. $5,000 as an initial option payment;

2. $100,000 on or before January 31, 2011

3. $150,000 on or before February 28, 2011;

4. $800,000 on or before March 31, 2011;

5. $800,000 every six months thereafter starting on June 1, 2011


Share issuances:


1. 24 million shares on or before March 31, 2011

2. 10 million shares on or before March 31, 2012, and

3. 10 million shares on or before December 31, 2012.


The Company paid the sum of $350,000 to third parties for consulting services in relation to the signing of the option agreements.


The Sur de Bolivar concessions consist of four exploration licenses totaling 4,300 hectares ("ha") (plus or minus) and additional, in process exploration applications, totaling 6,244.5 ha. The concessions are located approximately 500 km NNW of Bogota (or alternatively 200 km SE of Cartagena), at the northern end of the Serrania de San Lucas, within the Municipality of Rio Viejo, Department of Bolivar. Access to the area requires 4 hours of overland travel, from the nearest national airport, along a reasonably good secondary road system. Entrance may be facilitated by the reclamation of a presently overgrown, 1000 m airstrip located within the license area. The strip is suitable for moderate-sized aircraft, flights taking approximately 50 minutes from Medellin.


The Company has also acquired an interest in a property in Peru. the Company entered into an agreement to develop a mining concession in Peru. The Company can earn a 30% interest by expenditures of $250,000 and a further 40% by expenditures of $1,250,000. within a period ending on December 31, 2014.  The vendors have a 3% net smelter return. The Company has incurred expenditures of $125,000 at November 30, 2014.



17






GEOLOGY, MINERALIZATION, AND EXPLORATION POTENTIAL


REGIONAL GEOLOGY


The Serrania San Lucas, situated due south of the confluence between the rivers Cauca and Magdalena, forms an offset, northeaster-most extension of Colombia's Cordillera Central. Sparse regional geologic studies by the Ministry of Mines and Energy, through the 1970's and early 1980's have suggested that The Serrania represents a geologic extension of the northern Cordillera Central, underlain by a deformed, Paleozoicaged, metamorphic basement, intruded by Upper Jurassic-Lower Cretaceous aged, batholithic-scale plutons of tonalitic through granitic (generally dioritic to quartz dioritic) affinity, and overlain by associated high-level volcanic, pyroclastic, and derived sedimentary rocks of similar through Cretaceous age. The region exhibits offset and subdued topographic relief relative to the northern Cordillera Central due to uplift and oblique dextral movement along the Palestina and Magdalena valley fault systems. Regional lithologic contacts strike broadly north-south paralleling the Palestina system at this latitude and are of a mixed structural-stratigraphic nature. A strong north-easterly tectonic element transects the entire region, reflected by the sub-paralle alignment of numerous drainages and photogeologically-interpreted faults. A more sporadic set of east-west trending lineaments is noted to transect at least the northern portion of the Serrana. The tectonic history of this portion of Colombia is complex, and movement and reactivation along any one of these sets of structures may have a multiphase history dating from the late Jurassic through to the late Tertiary (Pliocene) and recent times.


LOCAL GEOLOGY


Ground-work to date, documents a mixed sequence of predominantly volcanic rocks of intermediate to felsic composition (including lithic and crystal tuffs of fine to medium grain-size, and common coarser agglomeratic fragmentals). Fine grained cherty "sinters", coarse, possible phreatic-style breccias (fine matrix-supported, very angular clasts), and local occurrences of siliciclastic sediments, are also present. These rocks overly gneissic basement, andor are intruded by plutons of granodioritic composition exhibiting medium to coarse-grained, equigranular intergrowths of quartz, mixed feldspars, and a mafic phase (chlorite after amphibole). Local shearing has imposed a "pseudo-gneissic" appearance to the rock manifesting as a lineation observed within the mafic phase. The relationship between the intrusive rocks and the cover sequence is not understood, and is presently under investigation.


Observed structural orientations appear to reflect regional structural trends with textures in the granitoids and documented fault structures striking, north-south, and additional faulting striking NE-SW. Notably the volcanic sequence generally lacks a penetrative fabric, and is characterized by a brittle fracture and orthogonally jointed style of high-level deformation.


Recent re-thinking of the geology of at least the northern San Lucas area superimposes an additional Tertiary magmatic even upon the region. Although not yet strongly evidenced, it attempts to account for the widespread occurrence of relatively flat-lying and undeformed, highlevel volcanicpyroclastic lithotypes, as described above, which may lie directly upon deformed in intrusivegneissic basement and lack obvious correlatives in other parts of the northern Cordillera Central.


MINERALIZATION


MINERO (small-scale miner) activity beginning in the mid-1980's, has outlined a series of rich gold occurrences, of both INSITU and local alluvial provenance, in broad N-S belt, extending CA. 50 kilometres from Norosi in the south to San Martin de Loba, on the bank of the Magdalena River, in the north. GOVERNMENT RECORDED gold production from the region, between 1987 and 1994 is CA. 1,271,000 ounces of gold, and the region is presently reporting a very high annual gold production in Colombia, averaging CA. 275,000 ounces per year since 1991. Virtually no exploration, systematic or otherwise, has been carried out in the region, by either the governmental or private sectors.


Within the license and solicitude area, numerous INSITU gold occurrences have been exposed by MINERO activity. Three zones of concentrated workings have been located within the area. These include, from north to south, 1) La Azul, 2) Culo Alzado, and 3) Buena Sena.



18






LA AZUL


Based upon exposures in old workings, mineralization in the La Azul area is hosted within roughly N-S striking shear structures within both the intrusive and volcanic rock-types. The majority of the previous subsurface work has excavated a series of shafts and galleries to 20 m depth over a 100 m strike length within the "pseudo-gneissic" lithology. (2010 records show depths to 37 metres and strike length of 400+ metres) Mineralized material included argillically and potassically altered and sheared intrusive hosting quartz flooded zones, and quartz with peripheral cm-scale quartz stringers. These zones host 1 to 7 percent mixed sulphides, mostly pyrite, but also including galena, sphalerite and chalcopyrite. Gold analyses reported by the owners from this material returned values in the 10's to 100's of g Aut. Current cut-off grades used by the local miners is around 10 to 20 grams per tonne). The sulphidised granitoid hosting only minor amounts of veining returned base metal contents in the 100's of ppm, including 1% Cu. Evidence for the presence of two or three sub-parallel N-S structures hosting shearing and veining was noted in trenches to the SW of the main area of workings.


CULO ALZADO


At Culo Alzado, on the north margin of Cerro San Carlos (now Senderos de Oro), at least two low spurs are underlain by medium grained granodiorite. Broadly N-S structure is implied by N-S drifting and removal of vein material. Irregular quartz-sulphide stringers and argillic alteration are observed along the margins of the adits. Current mining activity, is extracting a 1 m wide quartz vein from a 20 m deep shaft within sheared granodiorite. The vein material contains up to 20 percent mixed sulphides, including pyrite, galena, sphalerite, and chalcopyrite. Pyritic sulphidation and argillic bleaching of the wallrocks is widespread. Laboratory analyses reveal the grade of the vein material is highly variable, ranging from 3 to 68 g Aut (reportedly averaging about 20 g Aut from past production). Visually the copper content of the materials extracted from the Culo Alzado adits appears to be increasing at depth, where numerous fractures filled with quartz and chalcopyrite are appearing within the granitoid host, at the expense of the lead and zinc-bearing sulphides.


BUENA SENA


Work to date reveals that the largest workings within the concessions are at Buena Sena, where extensive extraction of alluvials (up to 10, 235-style back hoes were working at one time) has taken place along the major drainages (Quebrada San Pedro, Quebrada Aguas Blancas) servicing the south flank of Cerro San Carlos and the hills immediately to the south. Most, if not all, of these source regions are within the concessions and solicitudes. Numerous underground and small open cut workings are also seen at Buena Sena, on Cerro San Carlos, and on the low hills to the south, across the alluvial workings. Some appear to be working a series (at least 10) of sub-parallel, or EN ECHELON N50-60E striking, subvertical structures hosting discrete quartz-pyrite veins to 90 cm thickness, while others have attempted to exploit clusters of anastomosed, quartz-pyrite-stringer veining which strike N20 to N45-degrees east, and tend to dip steeply to the west. An additional series of mm to cm-scale, generally sub-parallel quartz-pyrite fracture fills, which strike E-W to NW, are of widespread occurrence, but have not been exploited due to their small size.


Structural considerations based upon filed observations and LandSat image interpretations suggest the Cerro San Carlos-Buena Sena zone is contained within an east-west-striking normal (+-oblique) fault-bound corridor, which transects the southern portion of the Western solicitudelicencia area. The corridor measures CA. 15 km E-W by 3 km N-S, and is lithologically dominated by a mixture of brittley deformed, high level volcanic-volcaniclastic protoliths, including intermediate to felsic crystal and lithic tuffs and agglomerates (locally welded), and volcanic (+/- phreatichydrothermal) breccias, with lessor clastic sedimentary rocktypes, which host the mineralized structures described above. The throw on the northern boundary fault (Falla Piloto) juxtaposes foliated granitoid basement to the north against the high level volcanics to the south. The southern boundary fault (Falla Los Delfines) is of some-what lessor magnitude, with volcanics (and mineralization) being noted in both the hanging wall and the footwall. Additional zones of alteration have been recorded within this corridor, to the west of the solicitude block, and are presently being investigated. This corridor is noted to offset, as well as to be offset by the dominant, locally reactivated, NE trends of the region.


Field investigations suggest that, within the E-W corridor, strong structural control with respect to mineralization is exerted by a N45E-striking, sinistral shear zone and associated splays faults. Along this structure, a continuous zone of alteration and mineralization is observed which measures a minimum of 2 km along strike by 400 m in width, and is geologically open along strike (both ends) and broadly to the SE. This structure includes a core zone defined by the presence of artisanal workings, which measures some 1400 m by up to 300 m. Within the main corridor argillic +- sericitic wallrock alteration accompanied by silicification and pyritic sulphidation are pervasive, with concentrations of disseminated pyrite reaching 8 to 10%, and quartz vein densities up to 10 to 15% over 10's of square metres, in the well mineralized zones.


Geochemical sampling and mapping reveal; 1) gold mineralization is widespread, with virtually every rock type and every structural orientation hosting veining returning anomalous gold values, 2) increasing gold values exhibit positive correlation with enhanced quartz veining and pyritic sulphidation, 3) gold content tends to show positive, although not necessarily linear correlation, with values in silver, copper, lead, zinc and arsenic +- antimony, and 4) disseminated pyritic sulfidation alone does not carry gold grades.



19






EXPLORATION AND RESOURCE POTENTIAL


Reconnaissance covering the northern San Lucas region, documents very clearly the dominant structural trends, as outlined above. Additionally, numerous km-scale features, including circular plutonic clusters, and regional argillic and Fe-oxide alteration patterns are observed. Ground reconnaissance to date, implies the potential presence of an as yet poorly recognized metallogenic domain spanning 1000's of square kilometers, which is only recently surfacing, from rather spectacular artisanal gold production. The region is virtually unexplored from a modern metallogenic standpoint, but based upon work to date, it demonstrates very good potential for the ECONOMIC occurrence of;


1) large-scale high level, volcanic-hosted epithermal gold deposits (E.G. quartz-sericite-adularia(?)) systems, as suggested at Buena Sena,


2) porphyry-style copper+- gold systems as seen at Culo Alzado, and observed in, regional mineralogical and alteration patterns, and,


3) high-grade, mesothermal, "Segovia"-style gold vein systems, as evidenced at La Azul


Results from recent sampling and assaying will be released when a compilation of the data is completed.


Mineral Concessions – Peru


Don Bosco Project is located in volcanic rocks of Tertiary age belonging to Tacaza Group. The Don Bosco Project is located within the Miocene mining district in an epithermal Au - Ag and polymetallic area. The epithermal deposit corresponding E-W elongated structures is up to 300 m long. Lithology: gray porphyritic andesites belonging to Tacaza Fm; This sequence of volcanic rocks were cut by hydrothermal breccias with clasts and altered andesite sub altered and silica matrix mineralization Limonite with native gold, copper and minerals exotic Fierro (specularite). Alteration: Strongly silicified, predominantly massive silica, silica outcrops alunite and silica clay seen at the edges of the ore body. structural controls: Dominated by structures N70-80 ° E, cutting structures N30 W, parallel to the Andean course. Mineralization: Focuses mainly in hydrothermal breccias matrix filled with oxides of Fe (jarosite, goethite) which act as feeders Au ore body. Presence of barite crystals also have good relationship with gold.


RESULTS OF OPERATIONS FOR THE SIX MONTHS ENDED NOVEMBER 30, 2014


We incurred operating expenses of $119,583 for the six months ended November 30, 2014. These expenses consisted of general operating expenses incurred in connection with day to day operation of our business. We have taken on 4 mineral resource concessions in Colombia and Peru. We have spent a considerable effort on examining title to the properties and determining ownership issues.


There is substantial doubt that we can continue as an ongoing business for the next twelve months unless we obtain additional capital to pay our bills. This is because we have not generated sufficient revenue attain profitability. There can be no assurance that we will ever reach profitability. We are still developing our business.


LIQUIDITY AND FINANCIAL CONDITION


Our cash balance at November 30, 2014 was $500 with outstanding liabilities of $2,031,194.


LOANS PAYABLE


The Company has loans payable to various independent third parties on the basis of being unsecured, payable on demand and bearing interest at the rate of 10% per annum.


 

November 30, 2014

 

May 31, 2014

$

753,774

$

698,366




20






CONVERTIBLE LOANS


The Company has concluded agreements to convert a portion of loans payable into 10% convertible promissory notes on the basis that the principal balance and unpaid interest at the rate of 15% per annum be convertible into shares of the Company's restricted common stock at a conversion price of $0.0075 per share for a total of $145,080, at a conversion price of $0.0025 per share for a total of $515,321 and at a conversion price of $0.0005 per share for a total of $131,806. The holder is limited to convert no more than 4.99% of the issued and outstanding common stock at the time of conversion. All of the loans were for cash advances to the Company.


 

 

November 30,

2014

 

May 31,

2014

Balance, at beginning of period

$

792,638

$

714,794

Convertible debt additions

 

-

 

96,795

Accrued interest

 

29,819

 

97,049

 

 

882,457

 

908,638

Converted into shares

 

(39,250)

 

(116,000)

Balance, end of period

$

783,207

$

792,638

Weighted average conversion price

$

0.0017

$

0.0018

Number of shares issuable

 

471,083,719

 

388,231,160


"Restricted Securities. This Note is, and the shares of Common Stock issuable upon conversion hereof shall be, "restricted securities" within the meaning of SEC Rule 144 promulgated under the Securities Act of 1933 (the "1933 Act"). Holder acknowledges and agrees that it is acquiring this Note and, upon conversion, the shares of Common Stock, without a view to the public distribution or resale of the Note or such shares in violation of applicable federal or state securities laws.


No Registration. This Note has not been, and the shares of Common Stock issuable upon conversion hereof will not be, registered under the 1933 Act or under the securities laws of any other jurisdiction; and therefore, Holder must be able to hold the Note or the shares indefinitely without any transfer, sale or other disposition, unless they are subsequently registered under the 1933 Act and under the securities laws of other applicable jurisdictions or, in the opinion of counsel to the Company, registration is not required under such Act or laws as the result of an available exemption from registration."


Based on our current operating plan, we do not expect to generate revenue that is sufficient to cover our expenses for at least the next year. In addition, we do not have sufficient cash and cash equivalents to execute our operations for the next year. We will need to obtain additional financing to operate our business for the next twelve months. We will raise the capital necessary to fund our business through a private placement and public offering of our common stock. Additional financing, whether through public or private equity or debt financing, arrangements with shareholders or other sources to fund operations, may not be available, or if available, may be on terms unacceptable to us. Our ability to maintain sufficient liquidity is dependent on our ability to raise additional capital. If we issue additional equity securities to raise funds, the ownership percentage of our existing shareholders would be reduced. New investors may demand rights, preferences or privileges senior to those of existing holders of our common stock. Debt incurred by us would be senior to equity in the ability of debt holders to make claims on our assets. The terms of any debt issued could impose restrictions on our operations. If adequate funds are not available to satisfy either short or long-term capital requirements, our operations and liquidity could be materially adversely affected and we could be forced to cease operations.


OFF-BALANCE SHEET ARRANGEMENTS


We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to stockholders.


INFLATION


In the opinion of management, inflation has not had a material effect on our operations.


STOCK OPTIONS


The Company currently has no stock option plan.


RESEARCH AND DEVELOPMENT EXPENDITURES


We have not incurred any research or development expenditures since our incorporation.



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PATENTS AND TRADEMARKS


We do not own, either legally or beneficially, any patent or trademark.


HOLDERS OF OUR COMMON STOCK


As of November 30, 2014, we had approximately 270 stockholder(s) of record holding 547,439,999 shares of our common stock.


DIVIDENDS


There are no restrictions in our articles of incorporation or bylaws that prevent us from declaring dividends. The Nevada Revised Statutes, however, do prohibit us from declaring dividends where, after giving effect to the distribution of the dividend:


1. We would not be able to pay our debts as they become due in the usual course of business; or


2. 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 shareholders who have preferential rights superior to those receiving the distribution.


We have not declared any dividends and we do not plan to declare any dividends in the foreseeable future.


ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK


The Company is not exposed to market risk related to interest rates or foreign currencies.


CONTROLS AND PROCEDURES


ITEM 4. CONTROLS AND PROCEDURES


EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES


As required by Rule 13a-15 under the Securities Exchange Act of 1934 (the "1934 Act"), as of November 30, 2014, we carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures. This evaluation was carried out under the supervision and with the participation of our Chief Executive Officer (our principal executive officer) and our Chief Financial Officer (our principal financial officer), who concluded, that because of the material weakness in our internal control over financial reporting ("ICFR") described below, our disclosure controls and procedures were not effective as of November 30, 2014.


Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Securities Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is accumulated and communicated to our management, including our principal executive officer and our principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.


INTERNAL CONTROL OVER FINANCIAL REPORTING


Our management is also responsible for establishing ICFR as defined in Rules 13a-15(f) and 15(d)-15(f) under the 1934 Act. Our ICFR are intended to be designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles. Our ICFR are expected to include those policies and procedures that management believes are necessary that:


(i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company;



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(ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and our directors; and


(iii) 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.


Management recognizes that there are inherent limitations in the effectiveness of any system of internal control, and accordingly, even effective internal control can provide only reasonable assurance with respect of financial statement preparation and may not prevent or detect misstatements. In addition, effective internal control at a point in time may become ineffective in future periods because of changes in conditions or due to deterioration in the degree of compliance with our established policies and procedures.


As of November 30, 2014, management assessed the effectiveness of our ICFR based on the criteria for effective ICFR established in Internal Control--Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) and SEC guidance on conducting such assessments by smaller reporting companies and non-accelerated filers.


Based on that assessment, management concluded that, during the period covered by this report, such internal controls and procedures were not effective as of November 30, 2014 and that material weaknesses in ICFR existed as more fully described below.


As defined by Auditing Standard No. 5, "An Audit of Internal Control Over Financial Reporting that is Integrated with an Audit of Financial Statements and Related Independence Rule and Conforming Amendments," established by the Public Company Accounting Oversight Board ("PCAOB"), a material weakness is a deficiency or combination of deficiencies that results more than a remote likelihood that a material misstatement of annual or interim financial statements will not be prevented or detected. In connection with the assessment described above, management identified the following control deficiencies that represent material weaknesses as of November 30, 2014:


(i) Lack of an independent audit committee. Although we have an audit committee it is not comprised solely of independent directors. We may establish an audit committee comprised solely of independent directors when we have sufficient capital resources and working capital to attract qualified independent directors and to maintain such a committee.


(ii) Inadequate staffing and supervision within our bookkeeping operations. The relatively small number of people who are responsible for bookkeeping functions prevents us from segregating duties within our internal control system. The inadequate segregation of duties is a weakness because it could lead to the ultimate identification and resolution of accounting and disclosure matters or could lead to a failure to perform timely and effective reviews which may result in a failure to detect errors in spreadsheets, calculations, or assumptions used to compile the financial statements and related disclosures as filed with the Securities and Exchange Commission.


(iii) Ineffective controls over period end financial disclosure and reporting processes.


Our management determined that these deficiencies constituted material weaknesses. Due to a lack of financial and personnel resources, we are not able to, and do not intend to, immediately take any action to remediate these material weaknesses. We will not be able to do so until we acquire sufficient financing and staff to do so. We will implement further controls as circumstances, cash flow, and working capital permit. Notwithstanding the assessment that our ICFR was not effective and that there were material weaknesses as identified in this report, we believe that our consolidated financial statements contained in our Quarterly Report on form 10-Q for the quarter ended November 30, 2014, fairly present our financial position, results of operations and cash flows for the years covered thereby in all material respects.


There were no changes in our internal control over financial reporting during the quarter ended November 30, 2014, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.



23






PART II.  OTHER INFORMATION.


ITEM 1. LEGAL PROCEEDINGS.


We are not a party to any material legal proceedings and to our knowledge, no such proceedings are threatened or contemplated.


ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS.


Not applicable.


ITEM 3. DEFAULTS UPON SENIOR SECURITIES.


None.


ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.


No matters were submitted to our security holders for a vote during the period ending November 30, 2014.


ITEM 5. OTHER INFORMATION.


None.


ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.


Exhibit Number

Description of Exhibit

 

 

31.1

Certification by Chief Executive Officer required by Rule 13a-14(a) or Rule 15d-14(a) of the Exchange Act, promulgated pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, filed herewith

 

 

31.2

Certification by Chief Financial Officer required by Rule 13a-14(a) or Rule 15d-14(a) of the Exchange Act, promulgated pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, filed herewith

 

 

32.1

Certification by Chief Executive Officer and Chief Financial Officer, required by Rule 13a-14(b) or Rule 15d-14(b) of the Exchange Act and Section 1350 of Chapter 63 of Title 18 of the United States Code, promulgated pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 filed herewith




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SIGNATURES


Pursuant to the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


November 30, 2014       Bakken Energy Corp.



                        By: /s/ Shi Long Ning                           

                              Shi Long Ning, President and Chief Executive Officer


In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.


November 30, 2014        Bakken Energy Corp.



                        By: /s/ Shi Long Ning                           

                              Shi Long Ning, President, Treasurer and Chief

                              Financial Officer (Principal Executive Officer

                              and Principal Accounting Officer)




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