U. S. 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 September 30, 2010
[ ]
TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _____ to _____
Commission File No. 0-52368
| TINTIC GOLD MINING COMPANY |
| |
| (Exact Name of Registrant in its Charter) |
| |
|
|
| |
Nevada | 87-0448400 | ||
(State or Other Jurisdiction of incorporation or organization) | (I.R.S. Employer I.D. No.) | ||
|
|
| |
1288 Jigao Road, Minbei Industrial District, Minhang, Shanghai, P.R. China 201107 | |||
| (Address of Principal Executive Offices) |
| |
|
|
| |
| Issuer’s Telephone Number: 86-21-62965657 |
|
Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Sections 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 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 [ ]
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files.) Yes [ ] No [ ]
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act) Yes [X] No [ ]
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check One)
Large accelerated filer Accelerated filer __Non-accelerated filer Smaller reporting company [X]
APPLICABLE ONLY TO CORPORATE ISSUERS: Indicate the number of shares outstanding of each of the Registrant's classes of common stock, as of the latest practicable date:
November 3, 2010
Common Voting Stock: 1,839,059
TINTIC GOLD MINING COMPANY | ||||
[A Development Stage Company] | ||||
|
|
|
|
|
BALANCE SHEETS | ||||
|
| September 30, |
| December 31, |
|
| 2010 |
| 2009 |
ASSETS |
| (Unaudited) |
|
|
|
|
|
|
|
CURRENT ASSETS: |
|
|
|
|
Cash |
| $ - |
| $ - |
Total Assets |
| $ - |
| $ - |
|
|
|
|
|
LIABILITIES AND STOCKHOLDERS' EQUITY |
|
|
|
|
|
|
|
|
|
CURRENT LIABILITIES: |
|
|
|
|
Accounts payable and accrued expense |
| $ - |
| $ - |
Loan from related party |
| 18,667 |
| - |
Total Current Liabilities |
| 18,667 |
| - |
|
|
|
|
|
STOCKHOLDERS' EQUITY (DEFICIT) |
|
|
|
|
Common stock, $.001 par value, 50,000,000 shares authorized, |
|
|
|
|
2,109,643 issued and 1,839,059 outstanding |
| 2,110 |
| 2,110 |
Capital in excess of par value |
| 306,603 |
| 306,603 |
Less treasury stock, at cost, 270,584 shares |
| (54,117) |
| (54,117) |
Deficit accumulated during the exploration stage |
| (273,263) |
| (254,596) |
Total Stockholders' Equity (Deficit) |
| (18,667) |
| - |
Total Liabilities and Stockholders' Equity |
| $ - |
| $ - |
The accompanying notes are an integral part of these condensed financial statements.
1
| TINTIC GOLD MINING COMPANY |
|
| ||||||
| [A Development Stage Company] |
|
| ||||||
|
|
|
|
|
|
|
|
|
|
CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) | |||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| From inception of |
|
|
|
|
|
|
|
|
| development stage |
|
|
|
|
|
|
|
|
| on December 31, |
| For the Three Months Ended |
| For the Nine Months Ended |
| 1997, through | ||||
| September 30, |
| September 30, |
| September 30, | ||||
| 2010 |
| 2009 |
| 2010 |
| 2009 |
| 2010 |
|
|
|
|
|
|
|
|
|
|
Revenues | $ - |
| $ - |
| $ - |
| $ - |
| $ - |
Total Revenues | - |
| - |
| - |
| - |
| - |
|
|
|
|
|
|
|
|
|
|
Expenses |
|
|
|
|
|
|
|
|
|
General & Administrative | 3,168 |
| 4,667 |
| 18,667 |
| 19,697 |
| 205,942 |
Failed acquisition costs | - |
| - |
| - |
| - |
| 85,758 |
Total Expenses | 3,168 |
| 4,667 |
| 18,667 |
| 19,697 |
| 291,700 |
|
|
|
|
|
|
|
|
|
|
Loss From Operations | (3,168) |
| (4,667) |
| (18,667) |
| (19,697) |
| (291,700) |
|
|
|
|
|
|
|
|
|
|
Other Income |
|
|
|
|
|
|
|
|
|
Interest Income | - |
| - |
| - |
| - |
| 8,632 |
Interest Expense | - |
| - |
| - |
| - |
| (44) |
Gain on Sale of Securities | - |
| - |
| - |
| - |
| 8,084 |
Total Other Income | - |
| - |
| - |
| - |
| 16,672 |
|
|
|
|
|
|
|
|
|
|
Loss Before Income Taxes | (3,168) |
| (4,667) |
| (18,667) |
| (19,697) |
| (275,028) |
|
|
|
|
|
|
|
|
|
|
Current Income Taxes (Benefit) | - |
| - |
| - |
| - |
| (1,765) |
Deferred Tax Expense | - |
| - |
| - |
| - |
| - |
|
|
|
|
|
|
|
|
|
|
Net Loss | $ (3,168) |
| $ (4,667) |
| $ (18,667) |
| $ (19,697) |
| $ (273,263) |
|
|
|
|
|
|
|
|
|
|
Loss per Share | $ (0.00) |
| $ (0.00) |
| $ (0.01) |
| $ (0.01) |
|
|
The accompanying notes are an integral part of these condensed financial statements.
2
TINTIC GOLD MINING COMPANY | |||||
[A Development Stage Company] | |||||
|
|
|
|
|
|
STATEMENTS OF CASH FLOWS (Unaudited) | |||||
|
|
|
|
| From inception of |
|
|
|
|
| development stage on |
|
|
|
|
| December 31, 1997 |
| For the Nine Months Ended |
| through | ||
| September 30, |
| September 30, |
| September 30, |
| 2010 |
| 2009 |
| 2010 |
Cash flows used in operating activities: |
|
|
|
|
|
Net loss | $ (18,667) |
| $ (19,697) |
| $ (273,263) |
Adjustments to reconcile net loss to cash used in operating activities: |
|
|
|
|
|
Non-cash stock issued for services rendered | - |
| - |
| 97,846 |
Loss from sale of securities | - |
| - |
| (8,086) |
Change in operating assets and liabilities: |
|
|
|
|
|
Increase in accounts payable | - |
| 214 |
| 11,482 |
Payment of expenses by related party | - |
| 10,000 |
| 33,975 |
Decrease in income taxes payable | - |
| - |
| (565) |
Net cash used in operating activities | (18,667) |
| (9,483) |
| (138,611) |
|
|
|
|
|
|
Cash flows from investing activities: |
|
|
|
|
|
Purchase of securities | - |
| - |
| (7,609) |
Proceeds from sale of securities | - |
| - |
| 23,962 |
Net cash flows provided by investing activities | - |
| - |
| 16,353 |
|
|
|
|
|
|
Cash flows from financing activities: |
|
|
|
|
|
Proceeds from note payable - related party | - |
| - |
| 3,501 |
Proceeds from loans - related party | 18,667 |
| 8,136 |
| 31,384 |
Proceeds from sale of common stock | - |
| - |
| 55,000 |
Net cash flows provided by financing activities | - |
| 8,136 |
| 89,885 |
|
|
|
|
|
|
Net decrease in cash | - |
| (1,347) |
| (32,373) |
Cash and cash equivalents at beginning of period | - |
| 4,228 |
| 32,373 |
Cash and cash equivalents at end of period | $ - |
| $ 2,881 |
| $ - |
Supplemental Disclosures of Cash Flow Information: |
|
|
|
|
|
Cash paid during the periods for: |
|
|
|
|
|
Interest | $ �� - |
| $ - |
| $ - |
Income taxes | $ - |
| $ - |
| $ 3,565 |
The accompanying notes are an integral part of these condensed financial statements.
3
TINTIC GOLD MINING COMPANY
[A Development Stage Company]
NOTES TO FINANCIAL STATEMENTS
NOTE 1 -- ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
History and Nature of Business -Tintic Gold Mining Company (“the Company”) was organized under the laws of the State of Nevada on March 8, 2004 as a wholly-owned subsidiary of Tintic Gold Mining Company (“Parent”), a Utah corporation, (now known as KIWA Bio-Tech Products Group Corporation). The Company was founded for the purpose of continuing the exploration of the mining claims transferred to it by Parent. In 2006 Parent distributed the outstanding shares of the Company to its shareholders pursuant to a registration statement declared effective by the Securities and Exchange Commission on October 18, 2006.
As a part of a change in control of the Company in December 2009 and in consideration of the waiver of debt owed by the Company to the previous controlling shareholders, the Company agreed to a put and call agreement wherein the shareholders were given an irrevocable option to acquire the Company’s right, title and interest in all of the mining claims. The shareholders also granted to the Company an irrevocable option to require the shareholders to accept title to the mining claims at any time during the option period. The Company exercised the option on February 8, 2010, and transferred all of its mining assets to the previous controlling shareholders.
The Company currently has no business assets and no business operations.
Financial Statement Presentation.The accompanying financial statements include the prior operations of Parent from its inception of exploration stage activities on December 31, 1997 through the spin-off of the Company, and include the accounts of the Company from its date of incorporation to the date of the financial statements.
Condensed Financial Statements. The accompanying financial statements have been prepared by the Company without audit. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations and cash flows at September 30, 2010 and 2009 and for the periods then ended have been made.
Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted. It is suggested that these condensed financial statements be read in conjunction with the financial statements and notes thereto included in the Company’s December 31, 2009 audited financial statements. The results of operations for the periods ended September 30, 2010 are not necessarily indicative of the operating results for the full year.
Development Stage. On and prior to December 31, 2009, the Company was considered to be an Exploration Stage Company, although, as of December 31, 2009, the Company did not have any current mining exploration, development or production activities on its existing properties. After transferring its mining assets to its prior majority shareholders in February 2010, the Company became a development stage company.
4
TINTIC GOLD MINING COMPANY
[A Development Stage Company]
NOTES TO FINANCIAL STATEMENTS
NOTE 1 – ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES[Continued]
Cash and Cash Equivalents - The Company considers all highly-liquid debt investments purchased with a maturity of three months or less to be cash equivalents.
Income Taxes -The Company accounts for income taxes in accordance with ASC Topic No. 740, “Accounting for Income Taxes.”
The Company adopted the provisions of ASC Topic No. 740, “Accounting for Income Taxes”, on January 1, 2007. As a result of the implementation of ASC Topic No. 740, the Company recognized approximately no increase in the liability for unrecognized tax benefits.
The Company has no tax positions at September 30, 2010 and December 31, 2009 for which the ultimate deductibility is highly certain but for which there is uncertainty about the timing of such deductibility.
The Company recognizes interest accrued related to unrecognized tax benefits in interest expense and penalties in operating expenses. During the nine months ended September 30, 2010 and the year ended December 31, 2009, the Company recognized no interest and penalties. The Company had no accruals for interest and penalties at September 30, 2010 and December 31, 2009.
Loss Per Share - The computation of loss per share is based on the weighted average number of common shares outstanding during the period presented in accordance with ASC Topic No. 260, “Earnings Per Share” [See Note 5].
Accounting Estimates- The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosures of contingent assets and liabilities at the date of the financial statements, and the reported amount of revenues and expenses during the reported period. Actual results could differ from those estimated.
Recently Enacted Accounting Standards -In June 2009 the FASB established the Accounting Standards Codification (“Codification” or “ASC”) as the source of authoritative accounting principles recognized by the FASB to be applied by nongovernmental entities in the preparation of financial statements in accordance with generally accepted accounting principles in the United States (“GAAP”). Rules and interpretive releases of the Securities and Exchange Commission (“SEC”) issued under authority of federal securities laws are also sources of GAAP for SEC registrants. Existing GAAP was not intended to be changed as a result of the Codification, and accordingly the change did not impact our financial statements. The ASC does change the way the guidance is organized and presented.
5
TINTIC GOLD MINING COMPANY
[A Development Stage Company]
NOTES TO FINANCIAL STATEMENTS
NOTE 1 – ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES[Continued]
Accounting Standards Update (“ASU”) ASU No. 2009-05 (ASC Topic 820), which amends Fair Value Measurements and Disclosures – Overall, ASU No. 2009-13 (ASC Topic 605), Multiple-Deliverable Revenue Arrangements, ASU No. 2009-14 (ASC Topic 985), Certain Revenue Arrangements that include Software Elements, and various other ASU’s No. 2009-2 through ASU No. 2010-26 which contain technical corrections to existing guidance or affect guidance to specialized industries or entities were recently issued. These updates have no current applicability to the Company or their effect on the financial statements would not have been significant.
NOTE 2 - CAPITAL STOCK
Common Stock -The Company has authorized 50,000,000 shares of common stock with a par value of $.001.
Warrants -In conjunction with the change in control in December 2009 the Company issued common stock purchase warrants in exchange for 270,584 shares of the Company’s common stock, which shares are being held as treasury shares. The common stock purchase warrants allow the holders to acquire 0.4% of the outstanding common stock of the Company within two years from the date of issuance of said purchase warrants. The warrants were valued at $.20 per share given up or $54,117.
NOTE 3 - RELATED PARTY TRANSACTIONS
Related Party Loans –During the nine months ended September 30, 2010, the expenses of the Company were paid by its majority shareholder. The payments were recorded as “loans from related party.” The loans are payable on demand and do not bear interest.
Related Party Contributions -During the nine months ended September 30, 2009, all expenses of the Company were paid by its majority shareholders at that time. The payments were recorded as loans. However in December 2009 the majority shareholders waived repayment of the loans, the amount of which was recorded as a contribution to capital.
Management Compensation - For the nine month periods ended September 30, 2010 and 2009, the Company did not pay any compensation to any officer or director of the Company.
Office Space - The Company has not had a need to rent office space. An officer of the Company allows the Company to use his address, as needed, at no expense to the Company.
6
TINTIC GOLD MINING COMPANY
[A Development Stage Company]
NOTES TO FINANCIAL STATEMENTS
NOTE 4 - GOING CONCERN
The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which contemplate continuation of the Company as a going concern. However, the Company has not yet been successful in establishing profitable operations and, as of September 30, 2010, the Company had no assets.
These factors raise substantial doubt about the ability of the Company to continue as a going concern. In this regard, management is proposing to raise any necessary additional funds not provided by operations through loans or through additional sales of its common stock or through a possible business combination. There is no assurance that the Company will be successful in raising this additional capital or in achieving profitable operations. The financial statements do not include any adjustments that might result from the outcome of these uncertainties.
NOTE 5 - LOSS PER SHARE
The following data shows the amounts used in computing loss per share:
|
| For the Nine Months Ended | For the Three Months Ended | ||||
|
| September 30, | September 30, | ||||
|
| 2010 |
| 2009 | 2010 |
| 2009 |
Loss from continuing operations available to common |
|
|
|
|
|
|
|
shareholders (numerator) |
| $ (18,667) |
| $ (19,697) | $ (3,168) |
| $ (4,667) |
|
|
|
|
|
|
|
|
Weighted average number of common shares outstanding used in loss per share for the period (denominator) |
| 1,839,059 |
| 2,109,643 | 1,839,059 |
| 2,109,643 |
|
|
|
|
|
|
|
|
Dilutive loss per share was not presented, as the Company had no common stock equivalent shares for all periods presented that would affect the computation of diluted loss per share.
NOTE 6 - SUBSEQUENT EVENTS
The Company has evaluated subsequent events from the balance sheet date through the date the financial statements were issued and determined there are no events to disclose.
ITEM 2.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Results of Operations
We currently have no assets and no operations. During the three months ended September 30, 2010, we realized no revenue and incurred $3,168 in operating expenses, resulting in a net loss in that amount. This brought our operating expenses and net loss for the nine months ended September 30, 2010 to $18,667. During the three months ended September 30, 2009, we realized no revenue and incurred $4,667 in operating expenses, resulting in a net loss in that amount. Our operating expenses and net loss for the nine months ended September 30, 2009 were $19,697.
Control of Tintic Gold Mining Company was transferred to Ding Lieping in December 2009. During his tenure, Mr. Ding has financed our operations by making loans to cover our expenses. We expect that Ding Lieping will continue to fund our operations until we have completed an acquisition of an operating company, and that we will, therefore, have sufficient cash to maintain our existence as a shell company for the next twelve months, if necessary. Our management is not required to fund our operations, however, by any contract or other obligation.
Our major expenses consisted of fees to lawyers and accountants necessary to maintain our standing as a fully-reporting public company and other administration expenses attendant to the trading of our common stock. We do not expect the level of our operating expenses to change in the future until we again undertake to implement a business plan or effect an acquisition.
Liquidity and Capital Resources
At September 30, 2010 we had a working capital deficit of $18,667, as we had no assets and $18,667 in liabilities. All of our liabilities consists of loans payable to Ding Lieping, our majority shareholder, who is funding our operations. The loans are payable on demand and do not bear interest. We expect our working capital deficit to continue indefinitely, as long as Ding Lieping continues to lend us the sums necessary to pay our expenses.
Our operations consumed $18,667 in cash during the nine months ended September 30, 2010, but our management loaned us that amount, resulting in no change in our cash balance. In the future, unless we achieve the financial and/or operational wherewithal to sustain our operations, it is likely that we will continue to rely on loans and capital contributions to sustain our operations.
To date we have supplied our cash needs by obtaining loans from management and shareholders. We expect that our President will fund our operations until we have completed an acquisition of an operating company and that we will, therefore, have sufficient cash to maintain
7
our existence as a shell company for the next twelve months, if necessary.
Off-Balance Sheet Arrangements
We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition or results of operations.
ITEM 3
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not applicable.
ITEM 4
CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures. Ding Lieping, our Chief Executive Officer and Chief Financial Officer, carried out an evaluation of the effectiveness of the Company’s disclosure controls and procedures as of September 30, 2010. Pursuant to Rule13a-15(e) promulgated by the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934, “disclosure controls and procedures” means controls and other procedures that are designed to insure that information required to be disclosed by the Company in the reports that it files with the Securities and Exchange Commission is recorded, processed, summarized and reported within the time limits specified in the Commission’s rules. “Disclosure controls and procedures” include, without limitation, controls and procedures designed to insure that information the Company is required to disclose in the reports it files with the Commission is accumulated and communicated to our Chief Executive Officer and Chief Financial Officer as appropriate to allow timely decisions regarding required disclosure. Based on his evaluation, Mr. Ding concluded that the Company’s system of disclosure controls and procedures was effective as of September 30, 2010 for the purposes described in this paragraph.
Changes in Internal Controls. There was no change in internal controls over financial reporting (as defined in Rule 13a-15(f) promulgated under the Securities Exchange Act or 1934) identified in connection with the evaluation described in the preceding paragraph that occurred during the Company’s third fiscal quarter that has materially affected or is reasonably likely to materially affect the Company’s internal control over financial reporting.
PART II - OTHER INFORMATION
Item 6.
Exhibits
31
Rule 13a-14(a) Certification
32
Rule 13a-14(b) Certification
8
SIGNATURES
Pursuant to the requirements 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.
TINTIC GOLD MINING COMPANY.
Date: November 3, 2010
By:/s/ Ding Lieping
Ding Lieping, Chief Executive Officer
and Chief Financial Officer
9