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EXCEL - IDEA: XBRL DOCUMENT - Tintic Gold Mining COFinancial_Report.xls
EX-32 - RULE 13A-14(B) CERTIFICATION - Tintic Gold Mining COtinticgoldmining10qexh32.htm
EX-31 - RULE 13A-14(A) CERTIFICATION - Tintic Gold Mining COtinticgoldmining10qexh31.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 September 30, 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 [X]    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 2, 2011
Common Voting Stock: 1,858,338
 

 
 

 
 
TINTIC GOLD MINING COMPANY
 
[A Development Stage Company]
 
   
BALANCE SHEETS
 
   
September 30,
   
December 31,
 
   
2011
   
2010
 
   
(Unaudited)
       
             
ASSETS
           
CURRENT ASSETS:
           
Cash
  $ -     $ -  
Total Assets
  $ -     $ -  
                 
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
               
                 
CURRENT LIABILITIES:
               
Accounts payable and accrued expense
  $ -     $ -  
Loan from related party
    37,220       21,454  
Total Current Liabilities
    37,220       21,454  
                 
STOCKHOLDERS' EQUITY (DEFICIT)
               
Common stock, $.001 par value, 50,000,000 shares authorized, 1,858,338 issued and outstanding
    1,858       1,858  
Capital in excess of par value
    252,738       252,738  
Deficit accumulated during the development stage
    (291,816 )     (276,050 )
Total Stockholders' Equity (Deficit)
    (37,220 )     (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]
 
                               
CONDENSED STATEMENTS OF OPERATIONS
 
(Unaudited)
 
                           
From inception of
 
                           
development stage
 
   
For the
   
For the
   
on December 31,
 
   
Three Months Ended
   
Nine Months Ended
   
1997, through
 
   
September 30,
   
September 30,
   
September 30,
 
   
2011
   
2010
   
2011
   
2010
   
2011
 
                               
Revenues
  $ -     $ -     $ -     $ -     $ -  
Total Revenues
    -       -       -       -       -  
                                         
Expenses
                                       
General & Administrative
    5,100       3,168       15,766       18,667       224,495  
Failed acquisition costs
    -       -       -       -       85,758  
Total Expenses
    5,100       3,168       15,766       18,667       310,253  
                                         
Loss From Operations
    (5,100 )     (3,168 )     (15,766 )     (18,667 )     (310,253 )
                                         
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
    (5,100 )     (3,168 )     (15,766 )     (18,667 )     (293,581 )
                                         
Current Income Taxes (Benefit)
    -       -       -       -       (1,765 )
Deferred Tax Expense
    -       -       -       -       -  
                                         
Net Loss
  $ (5,100 )   $ (3,168 )   $ (15,766 )   $ (18,667 )   $ (291,816 )
                                         
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,
 
   
2011
   
2010
   
2011
 
Cash flows used in operating activities:
                 
Net loss
  $ (15,766 )   $ (18,667 )   $ (291,816 )
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 (decrease) in accounts payable
    -       -       (147 )
Payment of expenses by related party
    -       -       33,975  
Decrease in income taxes payable
    -       -       (565 )
Net cash used in operating activities
    (15,766 )     (18,667 )     (168,793 )
                         
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
    15,766       18,667       61,566  
Proceeds from sale of common stock
    -       -       55,000  
Net cash flows provided by financing activities
    15,766       18,667       120,067  
                         
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 CONDENSED 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 September 30, 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 period ended September 30, 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 CONDENSED 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 September 30, 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 nine month periods ended September 30, 2011 and 2010, the Company recognized no interest and penalties.  The Company had no accruals for interest and penalties at September 30, 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 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.
 
 
 
5

 
 
TINTIC GOLD MINING COMPANY
[A Development Stage Company]

NOTES TO UNAUDITED CONDENSED 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 nine month periods ended September 30, 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 nine month periods ended September 30, 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 CONDENSED 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, 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 Nine Months Ended
   
For the Three Months Ended
 
   
September 30,
   
September 30,
 
   
2011
   
2010
   
2011
   
2010
 
Loss from continuing operations available to common shareholders (numerator)
  $ (15,766 )   $ (18,667 )   $ (5,100 )   $ (3,168 )
                                 
Weighted average number of common shares outstanding used in loss per share for the period (denominator)
    1,858,338       1,839,059           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 September 30, 2011, we realized no revenue and incurred $5,100 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, 2011 to $15,766.  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.  Our operating expenses and net loss for the nine months ended September 30, 2010 were $18,667.
 
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, 2011 we had a working capital deficit of $37,220, as we had no assets and $37,220 in liabilities.  All 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.  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 $15,766 in cash during the nine months ended September 30, 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 September 30, 2011.  Pursuant to Rule 13a-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, 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 of 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
 
101.INS
XBRL Instance
 
101.SCH
XBRL Schema
 
101.CAL
XBRL Calculation
 
101.DEF
XBRL Definition
 
101.LAB
XBRL Label
 
101.PRE
XBRL Presentation

 
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 2, 2011
By: /s/ Ding Lieping
 
Ding Lieping, Chief Executive Officer
 
and Chief Financial Officer
 
 

9