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EX-32 - TINTIC GOLD MINING 10Q - MARCH 31, 2011 EXH 32 - Tintic Gold Mining COtintic10qmar11exh32.htm
EX-31 - TINTIC GOLD MINING 10Q - MARCH 31, 2011 EXH 31 - Tintic Gold Mining COtintic10qmar11exh31.htm

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 March 31, 2011


[   ]    

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:

May 9, 2011

Common Voting Stock: 1,858,338









TINTIC GOLD MINING COMPANY

[A Development Stage Company]

 

 

 

 

 

BALANCE SHEETS

 

 

March 31,

 

December 31,

 

 

2011

 

2010

 

 

(unaudited)

 

 

ASSETS

 

 

 

 

 

 

 

 

 

CURRENT ASSETS:

 

 

 

 

Cash

 

$                       - 

 

$               - 

Total Assets

 

$                       - 

 

$               - 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

 

 

 

 

 

 

 

 

 

CURRENT LIABILITIES:

 

 

 

 

Accounts payable and accrued expense

 

$               3,995 

 

$                - 

Loan from related party

 

25,204 

 

21,454 

Total Current Liabilities

 

29,199 

 

21,454 

 

 

 

 

 

STOCKHOLDERS' EQUITY (DEFICIT)

 

 

 

 

Common stock, $.001 par value, 50,000,000 shares authorized,

 

1,858 

 

1,858 

 1,858,338 issued and outstanding

 

 

 

 

Capital in excess of par value

 

252,738 

 

252,738 

Deficit accumulated during the development stage

 

(283,795)

 

(276,050)

Total Stockholders' Equity (Deficit)

 

(29,199)

 

(21,454)

Total Liabilities and Stockholders' Equity (Deficit)

 

$                       - 

 

$                - 

 

 

 

 

 




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


1






TINTIC GOLD MINING COMPANY

[A Development Stage Company]

 

 

 

 

 

 

STATEMENTS OF OPERATIONS (UNAUDITED)

 

 

 

 

 

 

 

 

 

 

 

From inception of

 

 

 

 

 

development stage

 

 

 

 

 

 on December 31,

 

For the Three Months Ended

 

1997, through

 

March 31,

 

March 31,

 

March 31,

 

2011

 

2010

 

2011

 

 

 

 

 

 

Revenues

$                - 

 

$                - 

 

$                         - 

Total Revenues

 

 

 

 

 

 

 

 

Expenses

 

 

 

 

 

General & Administrative

7,745 

 

11,103 

 

216,474 

Failed acquisition costs

 

 

85,758 

Total Expenses

7,745 

 

11,103 

 

302,232 

 

 

 

 

 

 

Loss From Operations

(7,745)

 

(11,103)

 

(302,232)

 

 

 

 

 

 

Other Income (Expense)

 

 

 

 

 

Interest Income

 

 

8,632 

Interest Expense

 

 

(44)

Gain on Sale of Securities

 

 

8,084 

Total Other Income (Expense)

 

 

16,672 

 

 

 

 

 

 

Loss Before Income Taxes

(7,745)

 

(11,103)

 

(285,560)

 

 

 

 

 

 

Current Income Taxes (Benefit)

 

 

(1,765)

Deferred Tax Expense

 

 

 

 

 

 

 

 

Net Loss

$      (7,745)

 

$     (11,103)

 

$            (283,795)

 

 

 

 

 

 

Loss per Share

$        (0.00)

 

$         (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 Three Months Ended

 

through

 

March  31,

 

March 31,

 

March 31,

 

2011

 

2010

 

2011

Cash flows used in operating activities:

 

 

 

 

 

Net loss

$           (7,745)

 

$     (11,103)

 

$    (283,795)

Adjustments to reconcile net loss to cash used in operating activities:

 

 

 

 

 

Non-cash stock issued for services rendered

 

 

97,846 

(Gain) loss from sale of securities

 

 

(8,086)

Change in operating assets and liabilities:

 

 

 

 

 

Increase in accounts payable

3,995 

 

4,065 

 

(3,848)

Payment of expenses by related party

 

 

33,975 

Decrease in income taxes payable

 

 

(565)

Net cash used in operating activities

(3,750)

 

(7,038)

 

(156,777)

 

 

 

 

 

 

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

3,750 

 

7,038 

 

49,550 

Proceeds from sale of common stock

 

 

55,000 

Net cash flows provided by financing activities

3,750 

 

7,038 

 

108,051 

 

 

 

 

 

 

Net decrease  in cash

 

 

(32,373)

Cash and cash equivalents at beginning of period

 

 

32,373 

Cash and cash equivalents at end of period

$                  - 

 

$                - 

 

$                  - 

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 UNAUDITED 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.


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


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 March 31, 2011 and 2010 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, 2010 audited financial statements.  The results of operations for the periods ended March 31, 2011 are not necessarily indicative of the operating results for the full year.





4




TINTIC GOLD MINING COMPANY

[A Development Stage Company]


NOTES TO UNAUDITED 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 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 March 31, 2011 and December 31, 2010 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 three month periods ended March 31, 2011 and 2010, the Company recognized no interest and penalties.  The Company had no accruals for interest and penalties at March 31, 2011 and December 31, 2010.  All tax years starting with 2008 are open for examination.


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 January 2010, FASB issued ASU No. 2010-06 - Improving Disclosures about Fair Value Measurements. This update provides amendments to Subtopic 820-10 that requires new disclosure as follows: 1) Transfers in and out of Levels 1 and 2. A reporting entity should disclose separately the amounts of significant transfers in and out of Level 1 and Level 2 fair value measurements and describe the reasons for the transfers. 2) Activity in Level 3 fair value measurements. In the reconciliation for fair value measurements using significant unobservable inputs (Level 3), a reporting entity should present separately information about purchases, sales, issuances, and settlements (that is, on a gross basis rather than as one net number). This update provides amendments to Subtopic 820-10 that clarifies existing disclosures as follows: 1) Level of disaggregation. A reporting entity should provide fair value measurement disclosures for each class of assets and liabilities. A class is often a subset of assets or liabilities within a line item in the statement of financial position. A reporting entity needs to use judgment in determining the appropriate classes of assets and liabilities. 2) Disclosures about inputs and valuation techniques. A reporting entity should provide disclosures




5




TINTIC GOLD MINING COMPANY

[A Development Stage Company]


NOTES TO UNAUDITED FINANCIAL STATEMENTS



about the valuation techniques and inputs used to measure fair value for both recurring and nonrecurring fair value measurements. Those disclosures are required for fair value measurements that fall in either Level 2 or Level 3. The new disclosures and clarifications of existing disclosures are effective for interim and annual reporting periods beginning after December 15, 2009, except for the disclosures about purchases, sales, issuances, and settlements in the roll forward of activity in Level 3 fair value measurements.  Those disclosures are effective for fiscal years beginning after December 15, 2010, and for interim periods within those fiscal years. The Company is currently evaluating the impact of this ASU; however, the Company does not expect the adoption of this ASU to have a material impact on its financial statements.

In July 2010, the FASB issued Accounting Standards Update 2010-20 which amends “Receivables” (Topic 310). ASU 2010-20 is intended to provide additional information to assist financial statement users in assessing an entity’s risk exposures and evaluating the adequacy of its allowance for credit losses. The disclosures as of the end of a reporting period are effective for interim and annual reporting periods ending on or after December 15, 2010. The disclosures about activity that occurs during a reporting period are effective for interim and annual reporting periods beginning on or after December 15, 2010. The amendments in ASU 2010-20 encourage, but do not require, comparative disclosures for earlier reporting periods that ended before initial adoption. However, an entity should provide comparative disclosures for those reporting periods ending after initial adoption. The Company does not expect the adoption of ASU 2010-20 to have a significant impact on its financial statements.


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 exchanged common stock purchase warrants in exchange for 270,584 shares of the Company’s common stock, which shares were 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 three month periods ended March 31, 2011 and 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.  


Management Compensation - During the three month periods ended March 31, 2011 and 2010, 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 UNAUDITED 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 March 31, 2011, 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 Three Months Ended March 31

 

 

2011

 

2010

Loss from continuing operations available to common

 

 

 

 

shareholders (numerator)

 

$     (7,745)

 

$     (11,103)

 

 

 

 

 

Weighted average number of common shares outstanding used in loss per share for the period (denominator)

 

1,858,338 

 

1,839,059 

 

 

 

 

 


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 and determined there are no events to disclose through the date the financial statements were issued.  






7








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 March 31, 2011, we realized no revenue and incurred $7,745 in operating expenses, resulting in a net loss in that amount.  During the three months ended March 31, 2010, we realized no revenue and incurred $11,103 in operating expenses, resulting in a net loss in that amount.  

            

            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 March 31, 2011 we had a working capital deficit of $29,199, as we had no assets and $29,199 in liabilities.  Most of our liabilities consist 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.  The remainder of our liabilities consists of payables that were satisfied by Ding Lieping after March 31, 2011.  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 $3,750 in cash during the three months ended March 31, 2011, 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 our existence as a shell company for the next twelve months, if necessary.  

 




8






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 March 31, 2011.  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 March 31, 2011 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 first 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




9







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: May 9, 2011

By: /s/ Ding Lieping

Ding Lieping, Chief Executive Officer

      

and Chief Financial Officer





10