UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-Q
(x) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2004
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to Commission File number 2-95836NY
GOLDTECH MINING CORPORATION
-----------------------------------------------
(Exact name of registrant as specified in charter)
Nevada 13-3250816
- ------------------------------- -----------------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
4904 Waters Edge Dr., #160, Raleigh, NC 27606 27606
- --------------------------------------------- --------------------------
(Address of principal executive offices) (Zip Code)
(919) 851-2239
Registrant's telephone number, including area code
(Former name, former address, and former fiscal year, if changed
since last report.)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 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), Yes [x ] No [ ] and (2) has been
subject to such filing requirements for the past 90 days. Yes [x] No [ ]
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the last practicable date.
Class Outstanding as of August 20, 2004
- --------------------- --------------------------------
Common Stock, $0.001 13,895,920
INDEX
Page
Number
PART I. Financial Information
ITEM 1. Financial Statements (unaudited)...............................3
Consolidated Balance Sheets....................................4
June 30, 2004 and December 31, 2003
Consolidated Statements of Operations
Three and six months ended June 30, 2004 and 2003..........5
Consolidated Statements of Cash Flows
Six months ended June 30, 2004 and 2003....................7
Notes to Financial Statements..................................8
ITEM 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations...............13
ITEM 3. Controls and Procedures.......................................15
PART II. Other Information
ITEM 1. Legal Proceedings.............................................15
ITEM 2. Changes in Securities and Small Business Issuers Purchase of
Equity Securities.............................................15
ITEM 3. Defaults Upon Senior Securities...............................15
ITEM 4. Submission of Matters to a Vote of Security Holders...........15
ITEM 5. Other Information.............................................15
ITEM 6. Exhibits and Reports on Form 8-K..............................15
Signatures....................................................16
Certifications................................................17
PART I - FINANCIAL INFORMATION
This filing contains certain forward-looking statements within the meaning of
the Private Securities Litigation Reform Act of 1995. For this purpose any
statements contained herein that are not statements of historical fact may be
deemed to be forward-looking statements. Without limiting the foregoing, words
such as "may," "will," "expect," "believe," anticipate," "estimate" or
"continue" or comparable terminology are intended to identify forward-looking
statements. These statements by their nature involve substantial risks and
uncertainty, and actual results may differ materially depending on a variety of
factors, many of which are not within the Company's control. These factors
include but are not limited to economic conditions generally and in the
industries in which the Company and its customers participate; competition
within the Company's industry, including competition from much larger
competitors; technological advances which could render the Company's products
less competitive or obsolete; failure by the Company to successfully develop new
products or to anticipate current or prospective customers' product needs; price
increase or supply limitations for components purchased by the Company for use
in its products; and delays, reductions, or cancellations of orders previously
placed with the Company.
ITEM 1. FINANCIAL STATEMENTS
The accompanying consolidated balance sheets of Goldtech Mining Corporation and
Subsidiary (development stage company) at June 30, 2004 and December 31, 2003,
and the statements of operations and cash flows for the three and six months
ended June 30, 2004 and 2003, have been prepared by the Company's management in
conformity with accounting principles generally accepted in the United States of
America. In the opinion of management, all adjustments considered necessary for
a fair presentation of the results of operations and financial position have
been included and all such adjustments are of a normal recurring nature.
Operating results for the quarter ended June 30, 2004, are not necessarily
indicative of the results that can be expected for the year ending December 31,
2004.
3
GOLDTECH MINING OPORATION AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
June 30, 2004 and December 31, 2003
Jun 30, Dec 31,
2004 2003
---- ----
ASSETS
CURRENT ASSETS
Cash $ 179,460 $ 13,048
Accounts receivables 31,894 44,001
Inventory 2,123 4,107
-------- -------
Total Current Assets 213,477 61,156
-------- -------
EQUIPMENT - net of accumulated depreciation 241 8,756
-------- -------
$ 213,718 $ 69,912
======= ======
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Note payable - note 4 $ 25,000 $ -
Accounts payable 10,055 26,309
-------- -------
Total Current Liabilities 35,055 26,309
-------- -------
STOCKHOLDERS' EQUITY
Preferred stock
5,000,0000 shares authorized at $.001 - none issued - -
Common stock
95,000,000 shares authorized, at $.001 par value;
13,895,920 shares issued and outstanding 13,896 11,874
Capital in excess of par value 7,172,619 5,461,495
Accumulated deficit (7,007,852) (5,429,766)
--------- ----------
Total Stockholders' Equity 178,663 43,603
--------- ---------
$ 213,718 $ 69,912
========= =========
The accompanying notes are an integral part of these
financial statements.
4
GOLDTECH MINING CORPORATION AND SUBSIDIARY
CONSOLIDATED STATEMENT OF OPERATIONS
For the Three and Six Months Ended June 30, 2004 and 2003
Jun 30, Jun 30, Jun 30, Jun 30,
2004 2003 2004 2003
---- ---- ---- -----
REVENUES $ 127,116 $ 101,949 $ 236,497 $ 204,316
-------- --------- -------- --------
EXPENSES
Cost of sales 2,064 1,130 4,184 5,060
Selling and administrative 165,760 109,323 350,891 229,677
Exploration and concession
expense 1,401,250 - 1,447,250 -
Royalty Expense 2,502 2,187 3,742 4,140
Depreciation and amortization 4,258 50,162 8,516 122,411
---------- ------- --------- --------
1,575,834 162,802 1,814,583 361,288
---------- ------- --------- -------
NET LOSS $ (1,448,718) (60,853) $(1,578,086) (156,972)
========== ======== ========= =======
NET LOSS PER COMMON SHARE
Basic and diluted $ (.10) $ (.01) $ (.11) $ (.02)
---------- -------- --------- -------
AVERAGE OUTSTANDING SHARES
(stated in 1,000's)
Basic 12,611 9,125 12,083 9,015
---------- ------- --------- -------
Diluted 1,308 - 12,510 -
---------- ------- --------- -------
The accompanying notes are an integral part of these
financial statements.
GOLDTECH MINING CORPORATION AND SUBSIDIARY
CONSOLIDATED STATEMENT OF CASH FLOWS
For the Six Months Ended June 30, 2004 and 2003
Jun 30, Jun 30,
2004 2003
-------- ---------
CASH FLOWS FROM
OPERATING ACTIVITIES
Net loss $ (1,578,086) $ (156,972)
Adjustments to reconcile net loss to net cash
provided by operating activities
Issuance of common capital stock for expenses 1,400,250 -
Depreciation and amortization 8,516 122,411
Changes in current assets and liabilities
Accounts receivable 12,107 (3,797)
Inventory 1,984 1,700
Accounts and note payable 8,745 2,792
----------- ----------
Net Change in Cash From Operations (146,484) (33,866)
----------- ----------
CASH FLOWS FROM INVESTING
ACTIVITIES
- -
----------- ----------
CASH FLOWS FROM FINANCING
ACTIVITIES
Proceeds from issuance of stock 312,896 -
---------- -----------
Net change in Cash 161,984 (33,866)
Cash at Beginning of Period 13,048 40,909
---------- -----------
Cash at End of Period $ 179,460 $ 7,043
========== ===========
The accompanying notes are an integral part of these
financial statements.
5
GOLDTECH MINING CORPORATION AND SUBSIDIARY
NOTES TO FINANCIAL STATEMENTS
June 30, 2004
1. ORGANIZATION
The Company was incorporated in 1987 under the laws of the state of Delaware
with authorized common stock of 30,000,000 shares at $.05 par value with the
name "Egan Systems, Inc." The domicile was changed to the State of Nevada on
November 5, 2003 in connection with a name change to "Goldtech Mining
Corporation" and an increase in the authorized common stock to 95,000,000 shares
with a par value of $.001 and the addition of preferred stock of 5,000,000
shares with a par value of $.001. The terms of the preferred stock has not been
determined.
On November 17, 2003 the Company completed a reverse stock split of one share
for 100 outstanding shares. This report has been prepared showing after stock
split shares from inception.
The Company is engaged in the business of developing, selling, and supporting
computer software products. During 2003 the Company also entered the business of
exploration of mineral claims.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Accounting Methods
The Company recognizes income and expenses based on the accrual method of
accounting.
Dividend Policy
The Company has not yet adopted a policy regarding payment of dividends.
Income Taxes
The Company utilizes the liability method of accounting for income taxes. Under
the liability method deferred tax assets and liabilities are determined based on
the differences between financial reporting and the tax bases of the assets and
liabilities and are measured using the enacted tax rates and laws that will be
in effect, when the differences are expected to reverse. An allowance against
deferred tax assets is recorded, when it is more likely than not, that such tax
benefits will not be realized. On June 30, 2004, the Company had a net operating
loss available for carry forward of approximately $2,722,500. The tax benefit
from the loss carry forward has been fully offset by a valuation reserve because
the use of the future tax benefit is doubtful since the Company has not been
able to project a profitable operation. The net operating loss will expire
starting in 2007 through 2025.
6
GOLDTECH MINING CORPORATION AND SUBSIDIARY
NOTES TO FINANCIAL STATEMENTS (Continued)
June 30, 2004
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - continued
Statement of Cash Flows
For the purposes of the statement of cash flows, the Company considers all
highly liquid investments with a maturity of three months or less to be cash
equivalents.
Basic and Diluted Net Income (Loss) Per Share
Basic net income (loss) per share amounts are computed based on the weighted
average number of shares actually outstanding. Diluted net income (loss) per
share amounts are computed using the weighted average number of common shares
and common equivalent shares outstanding as if shares had been issued on the
exercise of any common or preferred share rights unless the exercise becomes
antidilutive and then only the basic per share amounts are shown in the report.
Unproven Mining Claim Costs
Costs of acquisition, exploration, carrying, and retaining unproven properties
are expensed as incurred.
Environmental Requirements
At the report date environmental requirements related to the mineral claims
acquired are unknown and therefore an estimate of any future cost cannot be
made.
Financial and Concentrations Risk
The Company does not have any concentration or related financial credit risk.
Revenue Recognition
Revenue is recognized on the sale and delivery of a product or the completion of
a service provided.
Advertising and Market Development
The company expenses advertising and market development costs as incurred.
7
GOLDTECH MINING CORPORATION AND SUBSIDIARY
NOTES TO FINANCIAL STATEMENTS (Continued)
June 30, 2004
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - continued
Inventory
Inventory consists of computer peripherals and is stated at the lower of cost or
market.
Equipment
Equipment consists of office, computer software and hardware, and they are being
depreciated over five years using the straight line method of depreciation.
Cost $ 424,898
Less accumulated depreciation 424,657
-------
241
Long Lived-Assets
The Company periodically evaluates the economic lives of its long-lived assets
and if there has been an impairment in the value a loss would be recognized in
the operating statement.
Principles of Consolidation
The consolidated financial statements include the assets and liabilities of the
Company and its wholly owned subsidiary, Envyr Corp. All intercompany
transactions have been eliminated
Estimates and Assumptions
Management uses estimates and assumptions in preparing financial statements in
accordance with accounting principles generally accepted in the United States of
America. Those estimates and assumptions affect the reported amounts of the
assets and liabilities, the disclosure of contingent assets and liabilities, and
the reported revenues and expenses. Actual results could vary from the estimates
that were assumed in preparing these financial statements.
Financial Instruments
The carrying amounts of financial instruments, including cash, accounts
receivable and accounts payable, are considered by management to be their
estimated fair values.
8
GOLDTECH MINING CORPORATION AND SUBSIDIARY
NOTES TO FINANCIAL STATEMENTS (Continued)
June 30, 2004
Recent Accounting Pronouncements
The Company does not expect that the adoption of other recent accounting
pronouncements will have a material impact on its financial statements.
3. ACQUISITION OF MINING CLAIMS
During 2003 the Company acquired the mining claims listed below by the issuance
of 11,110,000 common shares to an affiliate, and other non related parties, and
the issuance of 575,000 common shares to consultants or for services rendered.
The affiliate is a pre-exploration company. Minable ore reserves have not been
proven and therefore all costs of acquisition and exploration have been
expensed.
Tofino Group - Alberni Mining Division
The Tofino Group consists of 35 claims in the Tofino Group containing
approximately 1,700 acres located on the west coast of Vancouver Island.
Topographical and control surveys have been undertaken to augment the property
database. The claims require Can $7,350 each year in work or fees, which will be
due during August 2004 to extend the lease for the next year.
Mets Lease - Liard Mining Division
The Mets Leases consists of 200 claims containing approximately 500 acres
located in the new Todoggone Mining Camp in North Western British Columbia. Part
of the purchase included several years of records and data still to be analyzed.
The claims require Can $2,000 in work or fees each year, which will be due
during April 2005 to extend the lease for the next year.
Silvercup Claims - Revelstoke Mining Division
The Silvercup Claims consist of 85 claims containing 4,400 acres in the
Revelstoke Mining Division which are adjacent to an existing gold and silver
mining camp in British Columbia. The claims require Can $18,060 in work or fees
each year, which will be due during September 2004 to extend the lease for the
next year.
9
GOLDTECH MINING CORPORATION AND SUBSIDIARY
NOTES TO FINANCIAL STATEMENTS (Continued)
June 30, 2004
4. ACQUISITION OF MINING PROPERTIES - SPAIN
On March 26, 2004 the Company entered into an Asset Acquisition Agreement with
Solid Resources, Ltd., a publicly held Alberta corporation, to acquire
undeveloped mining properties located near Salamanca, Spain. The purchase price
is $25,000 with Solid to maintain a carried interest of 25% of the property for
any and all net profits and 25% of the funds in the event that the Property is
sold. The Company issued a note for the $25,000 at no interest for 150 days and
agrees to spend a minimum of $600,000 of recordable exploration work on the
property by September 15, 2007 at a rate of a minimum of $150,000 per year
beginning with the work to be performed by September 15, 2004. Solid has the
right to convert the 25% carried interest for up to 5,000,000 restricted common
shares of the Company at a rate of 200,000 shares for each 1% at any time up to
24 months from the signing of the Agreement.
5. 401(K) SAVINGS PLAN
During March 2000 the Company adopted a 401(k) saving plan that covers all
emplyees of the Company. Contributions to the plan may be made by all eligible
employees up to 15% percent of their salary and the Company will match 25% of
the employees's contribution up to four percent of his base salary.
During this quarter the Company made contributions of $795 to the plan.
6. COMMON CAPITAL STOCK
On March 31, 2004 the Company sold 417,195 shares of common stock at $.75 per
share to Glen Lockton Investments, Inc., an Ontario corporation, for $312,896.
Glen Lockton Investments, Inc. has the right to acquire an additional share of
common stock for $1.50 per share within one year.
During the current quarter the Company issued 1,605,000 common shares for
services.
7. SIGNIFICANT TRANSACTIONS WITH RELATED PARTIES
Officers-directors and a manager have acquired 42.3% of the common capital stock
issued.
10
GOLDTECH MINING CORPORATION AND SUBSIDIARY
NOTES TO FINANCIAL STATEMENTS (Continued)
June 30, 2004
8. GOING CONCERN
The Company intends to acquire interests in various business opportunities
which, in the opinion of management, will provide a profit to the Company,
however there is insufficient working capital for any future planned activity
and to service its debt, which raises substantial doubt about its ability to
continue as a going concern. Continuation of the Company as a going concern is
dependent upon obtaining additional working capital and the management of the
Company has developed a strategy, which it believes will accomplish this
objective through additional equity funding and debt which will enable the
Company to conduct operations for the coming year.
11
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
The Company has two lines of business; the development marketing and supporting
of computer software products and service and since November 2003, the
acquisition and development of mining properties.
The following is derived from and should be read in conjunction with, our
unaudited condensed consolidated financial statements and related notes, as of
and for the three and six month periods ended June 30, 2004 and 2003.
Comparison of the three months ended June 30, 2004 to the three months ended
June 30, 2003
Revenues for the three months ended June 30, 2004 increased by $25,167 or 24.7%
to $127,116 from $101,949 for the corresponding period of the prior year. The
principal reason for this increase was a combination of increased pricing and an
increase in service income and the sale of tools.
Cost of sales for the three months ended June 30, 2004 increased by $934 to
$2,064 from $1,130 for the quarter ended June 30, 2003. The increase in the cost
of sales resulted from an increase in the sale of licenses.
Selling and administrative expenses for the quarter ended June 30, 2004
increased by $56,437 to $165,790 from $109,323 for the quarter ended June 30,
2003. The increase in selling and administrative expenses is principally
attributable to the addition of the mining operations.
Exploration and concession expense of $1,401,250 resulted from the purchase of
and exploration of mining claims during the quarter ended June 30, 2004 by the
issuance of common stock.
Royalty expense for the quarter ended June 30, 2004 increased by $315 to $2502
from $2,187 for the quarter ended June 30, 2003. The increase in royalty expense
is attributable to an increase in the sale of third party software.
Depreciation and amortization expenses for the quarter ended June 30, 2004
decreased by $45,904 to $4,258 from $50,162 for the quarter ended June 30, 2003.
The decrease in depreciation and amortization expense is caused by the final
write-off of capitalized costs of the software development which occurred during
the three months ended June 30, 2003.
There was no provision for income taxes for either the three months ended June
30, 2004 or 2003 as the Company incurred a net operating loss in both periods.
Six Months Ended June 30, 2004 Compared to Six Months Ended June 30, 2003.
Revenues. Revenue for the six months ended June 30, 2004 increased by $32,181 or
15.7% to $236,497 from $204,316 for the corresponding period of the prior year.
The increase in revenues resulted from a combination of increased pricing and an
increase in service income.
Cost of Sales. Cost of sales for six months ended June 30, 2004 decreased by
$876 or 17.3% to $4,184 from $5,060 for the corresponding period of the prior
year. The decrease in the cost of sales resulted from a decrease in the sale of
licenses.
12
Selling and Administrative Expenses. Selling and administrative expenses for the
six months ended June 30, 2004 increased by $121,214 or 52.8% to $350,891 from
$229,677 for the corresponding period of the prior year. The increase in selling
and administrative expense is primarily the result of the addition of the mining
operation and expenses associated therewith.
Exploration and Concession Expenses. Exploration and concession expenses of
$1,401,250 are new expenses due to the addition of the mining operations.
Royalty Expense. Royalty expenses for the six months ended June 30, 2004
increased by $3,455 or 83.5% to $7,595 from $4,140 for the corresponding period
of the prior year. The increase in royalty expense is due to an increase in the
sale of third party software.
Depreciation and Amortization. Depreciation and amortization decreased by
$113,895 or 93.0% to $8,516 from $122,411 for the corresponding period of the
prior year. The decrease in depreciation and amortization resulted because
certain assets were fully depriated during the six months ended June 30, 2004
and accordingly there was no depreciation charge against such assets during the
six months ended June 30, 2004.
As a result of the foregoing, the Company's net operating loss increased by
$1,421,114 or 905% to $1,578,086 from $156,972 for the corresponding period of
the prior year.
Liquidity and Capital Resources
As of June 30, 2004 the Company had cash of $179,460 and working capital of
$173,994. This compares with cash of $13,048 and working capital of $34,847 as
of December 31, 2003.
Cash used by operating activities totaled $150,912 for the six months ended June
30, 2004. This compares with cash used by operations of $33,866 for the quarter
ended June 30, 2003.
There was no cash used or provided by investing activities for either the six
months ended June 30, 2004 or June 30, 2003.
There was an increase in cash provided by financing activities for the six
months ended June 30, 2004 an increase in the net operating loss of $1,421,114
and a reduction in depreciation which was partially offset by the issuance of
stock for services and changes in the current accounts of $312,896 from the
issuance of stock. There were no financing activities for the six months ended
June 30, 2003.
Historically, the Company has funded its operations through the sale of its
shares or borrowings from its principal shareholders. However, the company
continues to incur net operating losses and with the acquisition of the mining
claims, the Company has obligated itself to significant future exploration
costs. Therefore, unless the Company's operations become profitable, or it is
able to sell additional shares, it will be unable to continue as a going
concern.
13
ITEM 3 CONTROL AND PROCEDURES
(a) Evaluation of disclosure controls and procedures. Our chief executive
officer and our chief financial officer, after evaluating the effectiveness of
the Company's "disclosure controls and procedures" (as defined in the Securiteis
Exchange Act of 1934 Rule 13a-14(c) and 15-d-14(c) as of a date (the "Evaluation
Date") within 90 days before the filling date of this quarterly report, have
concluded that as of the Evaluation Date, our disclosure controls and procedures
were adequate and designed to ensure that material information relating to us
and our consolidated subsidiaries would be made known to them by others within
those entities.
(c) Changes in internal controls. There were no significant changes in our
internal controls or to our knowlege, in other factors that could significantly
affect our disclosure controls and procedures subsequent to the Evaluation Date.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
None.
ITEM 2. CHANGES IN SECURITIES
During the quarter ended June 30, 2004 the Company issued 1,605,000 common
shares for services.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None
ITEM 5. OTHER INFORMATION
None.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
None.
14
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
GOLDTECH MINING CORPORATION
By: /s/ Ralph Jordan
----------------------------------------
Dated: August 23, 2004 Ralph Jordan
Chief Executive Officer &
Chief Financial Officer
15
CERTIFICATIONS
I, Ralph Jordan, certify that:
1. I have reviewed this quarterly report on Form 10-QSB of Goldtech Mining
Corporation;
2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;
1. The registrant's other certifying officers and I are responsible for
establishing and maintaining
2. disclosure controls and procedures (as defined in Exchange Act Rules 13a-14
and 15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly
during the period in which this quarterly report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and
c) presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures based on our evaluation
as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent function):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.
16
Dated: August 23, 2004
By: /s/ Ralph Jordan
- ------------------------
Ralph Jordan
Chief Executive Officer
17
I, Ralph Jordan, certify that:
1. I have reviewed this quarterly report on Form 10-QSB of Goldtech Mining
Corporation;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly
during the period in which this quarterly report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our evaluation
as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent function):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.
18
Dated: August 23, 2004
By: /s/ Ralph Jordan
- -----------------------
Ralph Jordan
Chief Financial Officer
19
CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER
PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
- --------------------------------------------------------------------------------
I, Ralph Jordan, certify, pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the Quarterly
Report of Goldtech Mining Corporation; on Form 10-QSB for the quarter ended June
30, 2004 fully complies with the requirements of Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 and that information contained in such Form
10-KSB fairly presents in all material respects the financial condition and
results of operations of Goldtech Mining Corporation.
By: /s/ Ralph Jordan
- ----------------------------
Name: Ralph Jordan
Title: Chief Executive Officer
August 23, 2004
20
CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER PURSUANT
TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
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I, Ralph Jordan, certify, pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the Quarterly
Report of Goldtech Mining Corporation; on Form 10-QSB for the quarter ended June
30, 2004 fully complies with the requirements of Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 and that information contained in such Form
10-QSB fairly presents in all material respects the financial condition and
results of operations of Goldtech Mining Corporation.
By: /s/ Ralph Jordan
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Name: Ralph Jordan
Title: Chief Financial Officer
August 23, 2004
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
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