Attached files
| file | filename |
|---|---|
| EXCEL - IDEA: XBRL DOCUMENT - Electronic Cigarettes International Group, Ltd. | Financial_Report.xls |
| EX-31 - CERTIFICATION - Electronic Cigarettes International Group, Ltd. | tckm_ex31.htm |
| EX-32 - CERTIFICATION - Electronic Cigarettes International Group, Ltd. | tckm_ex321.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2013
o 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 000-52745
TECKMINE INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
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Nevada
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98-0534859
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(State or other jurisdiction of incorporation or organization)
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(IRS Employer Identification No.)
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17622 La Entrada Drive, Yorba Linda, CA 92886
(Address of principal executive offices) (zip code)
(949) 280-5710
(Registrant’s telephone number, including area code)
Not Applicable
(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), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No o
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 þ No o
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 definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
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Large accelerated filer
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o
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Accelerated filer
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o
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Non-accelerated filer
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o
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(Do not check if a smaller reporting company)
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Smaller reporting company
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þ
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes þ No o
APPLICABLE ONLY TO CORPORATE ISSUERS
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 19,506,304 common shares issued and outstanding as of May 10, 2013.
| PART I - FINANCIAL INFORMATION | 3 | ||||
| Item 1. | 3 | ||||
| Item 2. | 5 | ||||
| Item 3. | 9 | ||||
| Item 4. | 9 | ||||
| PART II - OTHER INFORMATION | 11 | ||||
| Item 1. | 11 | ||||
| Item 1A. | 11 | ||||
| Item 2. | 13 | ||||
| Item 3. | 13 | ||||
| Item 4. | 13 | ||||
| Item 5. | 13 | ||||
| Item 6. | 14 | ||||
| SIGNATURES | 15 | ||||
Our financial statements are stated in United States dollars and are prepared in accordance with United States generally accepted accounting principles.
It is the opinion of management that the interim financial statements for the period ended March 31, 2013 include all adjustments necessary in order to ensure that the interim financial statements are not misleading.
(An Exploration Stage Company)
March 31, 2013
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Index
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||||
| F–1 | ||||
| F–2 | ||||
| F–3 | ||||
| F–4 |
(An Exploration Stage Company)
Balance Sheets
(Expressed in U.S. dollars)
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March 31,
2013
$
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December 31,
2012
$
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|||||||
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(unaudited)
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||||||||
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ASSETS
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||||||||
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Current Assets
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||||||||
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Cash
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4,200 | 350 | ||||||
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Loan receivable (Note 7(b))
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200,000 | – | ||||||
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Debt issuance costs (Note 5)
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18,232 | – | ||||||
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Total Assets
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222,432 | 350 | ||||||
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LIABILITIES AND STOCKHOLDERS’ DEFICIT
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||||||||
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Current Liabilities
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||||||||
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Accounts payable
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48,053 | 14,341 | ||||||
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Accrued liabilities
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28,009 | 551 | ||||||
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Due to related parties (Note 3(c))
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233,418 | 230,206 | ||||||
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Loan payable (Note 4)
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25,002 | – | ||||||
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Convertible notes (Note 5)
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200,000 | – | ||||||
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Total Liabilities
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534,482 | 245,098 | ||||||
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Contingencies (Note 1)
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||||||||
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Commitment and subsequent events (Notes 7 and 8)
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||||||||
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Stockholders’ Deficit
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||||||||
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Common Stock: 100,000,000 shares authorized, $0.001 par value; 19,506,304 shares issued and outstanding
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19,506 | 19,506 | ||||||
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Additional Paid-in Capital
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52,553 | 52,553 | ||||||
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Donated Capital (Note 3(a))
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78,000 | 77,250 | ||||||
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Deficit Accumulated During the Exploration Stage
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(462,109 | ) | (394,057 | ) | ||||
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Total Stockholders’ Deficit
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(312,050 | ) | (244,748 | ) | ||||
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Total Liabilities and Stockholders’ Deficit
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222,432 | 350 | ||||||
(The Accompanying Notes are an Integral Part of the Financial Statements)
(An Exploration Stage Company)
Statements of Comprehensive Loss
(Expressed in U.S. dollars)
(unaudited)
| Accumulated from | ||||||||||||
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May 19, 2004
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For the
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For the
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||||||||||
| (Date of |
Three Months
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Three Months
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||||||||||
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Inception)
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Ended
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Ended
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||||||||||
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to March 31,
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March 31,
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March 31,
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||||||||||
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2013
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2013
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2012
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||||||||||
| $ | $ | $ | ||||||||||
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Revenue
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– | – | – | |||||||||
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Expenses
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||||||||||||
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General and administrative (Notes 3(a) and (b))
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402,423 | 68,052 | 15,958 | |||||||||
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Impairment of mineral property costs
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55,000 | – | – | |||||||||
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Mineral property costs
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4,686 | – | – | |||||||||
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Total Expenses Before Other Income (Expense)
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462,109 | 68,052 | 15,958 | |||||||||
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Other Income (Expense)
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||||||||||||
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Interest income
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4,000 | 4,000 | – | |||||||||
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Interest expense
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(4,000 | ) | (4,000 | ) | – | |||||||
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Total Other Income (Expense)
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– | – | – | |||||||||
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Net Loss and Comprehensive Loss
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(462,109 | ) | (68,052 | ) | (15,958 | ) | ||||||
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Net Loss Per Share – Basic and Diluted
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– | – | ||||||||||
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Weighted Average Shares Outstanding
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19,506,304 | 19,506,304 | ||||||||||
(The Accompanying Notes are an Integral Part of the Financial Statements)
(An Exploration Stage Company)
Statements of Cash Flows
(Expressed in U.S. dollars)
(unaudited)
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Accumulated from
May 19, 2004(Date of Inception)
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For the
Three Months Ended |
For the
Three MonthsEnded
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||||||||||
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to March 31,
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March 31,
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March 31,
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||||||||||
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2013
$
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2013
$
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2012
$
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||||||||||
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Operating Activities
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||||||||||||
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Net loss for the period
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(462,109 | ) | (68,052 | ) | (15,958 | ) | ||||||
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Adjustment to reconcile net loss to cash used in operating activities:
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||||||||||||
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Donated services and rent
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78,000 | 750 | 2,250 | |||||||||
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Impairment of mineral property costs
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55,000 | – | – | |||||||||
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Loss (gain) from foreign exchange transactions
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4,225 | (2,788 | ) | 3,103 | ||||||||
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Amortization of debt issuance costs
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3,681 | 3,681 | – | |||||||||
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Changes in operating assets and liabilities:
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||||||||||||
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Accounts payable
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27,169 | 13,533 | 6,758 | |||||||||
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Accrued liabilities
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27,980 | 27,458 | 3,847 | |||||||||
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Due to related parties
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6,000 | 6,000 | – | |||||||||
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Net Cash Used in Operating Activities
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(260,054 | ) | (19,418 | ) | – | |||||||
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Investing Activity
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||||||||||||
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Mineral property costs
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(55,000 | ) | – | – | ||||||||
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Loan receivable
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(200,000 | ) | (200,000 | ) | – | |||||||
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Net Cash Used in Investing Activity
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(255,000 | ) | (200,000 | ) | – | |||||||
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Financing Activities
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||||||||||||
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Proceeds from issuance of common stock
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75,809 | – | – | |||||||||
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Share issuance costs
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(3,750 | ) | – | – | ||||||||
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Advances from related parties
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223,927 | – | – | |||||||||
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Proceeds from loan payable
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25,002 | 25,002 | – | |||||||||
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Proceeds from issuance of convertible notes
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200,000 | 200,000 | – | |||||||||
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Debt issuance costs
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(1,734 | ) | (1,734 | ) | – | |||||||
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Net Cash Flows Provided by Financing Activities
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519,254 | 223,268 | – | |||||||||
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Increase in Cash
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4,200 | 3,850 | – | |||||||||
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Cash – Beginning of Period
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– | 350 | – | |||||||||
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Cash – Ending of Period
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4,200 | 4,200 | – | |||||||||
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Supplemental Disclosures
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||||||||||||
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Interest paid
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– | – | ||||||||||
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Income taxes paid
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– | – | ||||||||||
(The Accompanying Notes are an Integral Part of the Financial Statements)
(An Exploration Stage Company)
Notes to the Financial Statements
(Expressed in U.S. dollars)
(unaudited)
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1.
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Nature of Operations and Continuance of Business
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The Company was incorporated in the State of Nevada on May 19, 2004. The Company is an Exploration Stage Company, as defined by Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 915, Development Stage Entities. The Company’s principal business is the acquisition and exploration of mineral resources. The Company does not currently have any mineral property interests.
These financial statements have been prepared on a going concern basis, which implies the Company will continue to realize its assets and discharge its liabilities in the normal course of business. The Company has never generated revenues since inception and has never paid any dividends and is unlikely to pay dividends or generate earnings in the immediate or foreseeable future. The continuation of the Company as a going concern is dependent upon the continued financial support from its shareholders, the ability of the Company to obtain necessary equity financing to continue operations, confirmation of the Company’s interests in the underlying properties, and the attainment of profitable operations. As at March 31, 2013, the Company has a working capital deficiency of $312,050, has not generated any revenue, and has accumulated losses of $462,109 since inception. These financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern.
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2.
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Summary of Significant Accounting Policies
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(a)
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Basis of Accounting
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These financial statements and related notes are presented in accordance with accounting principles generally accepted in the United States. The Company’s fiscal year end is December 31.
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(b)
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Interim Financial Statements
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The interim unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and with the instructions for Securities and Exchange Commission (“SEC”) Form 10-Q.
They do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. Therefore, these financial statements should be read in conjunction with the Company’s audited financial statements and notes thereto for the year ended December 31, 2012, included in the Company’s Annual Report on Form 10-K/A filed on March 13, 2013, with the SEC.
The financial statements included herein are unaudited; however, they contain all normal recurring accruals and adjustments that, in the opinion of management, are necessary to present fairly the Company’s financial position as at March 31, 2013, and the results of its operations and cash flows for the three months ended March 31, 2013 and 2012. The results of operations for the three months ended March 31, 2013 are not necessarily indicative of the results to be expected for future quarters or the full year.
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(c)
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Use of Estimates
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The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company regularly evaluates estimates and assumptions related to donated expenses and deferred income tax asset valuation allowances. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.
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(d)
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Cash and Cash Equivalents
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The Company considers all highly liquid instruments with a maturity of three months or less at the time of issuance to be cash equivalents.
Teckmine Industries, Inc.
(An Exploration Stage Company)
Notes to the Financial Statements
(Expressed in U.S. dollars)
(unaudited)
|
2.
|
Summary of Significant Accounting Policies (continued) |
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(e)
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Foreign Currency Translation
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The Company’s functional and reporting currency is the United States dollar. Occasional transactions may occur in Canadian dollars and management has adopted ASC 740, Foreign Currency Translation Matters. Monetary assets and liabilities denominated in foreign currencies are translated using the exchange rate prevailing at the balance sheet date. Non-monetary assets and liabilities denominated in foreign currencies are translated at rates of exchange in effect at the date of the transaction. Average monthly rates are used to translate revenues and expenses. Gains and losses arising on translation or settlement of foreign currency denominated transactions or balances are included in the determination of income. The Company is subject to currency risk due to fluctuations in the value of the Canadian dollar in relation to the United States dollar. The Company has not, to the date of these financial statements, entered into derivative instruments to offset the impact of foreign currency fluctuations.
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(f)
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Fair Value of Financial Instruments
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The Company’s financial instruments consist principally of cash, loan receivable, accounts payable, amounts due to related parties, loan payable and convertible notes. Pursuant to ASC 820, Fair Value Measurements and Disclosures, and ASC 825, Financial Instruments, the fair value of cash equivalents is determined based on “Level 1” inputs, which consist of quoted prices in active markets for identical assets. The recorded values of other financial instruments approximate their current fair values because of their nature and respective relatively short maturity dates or durations.
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(g)
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Income Taxes
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Potential benefits of income tax losses are not recognized in the accounts until realization is more likely than not. The Company has adopted ASC 740, Income Taxes as of its inception. Pursuant to ASC 740 the Company is required to compute tax asset benefits for net operating losses carried forward. The potential benefits of net operating losses have not been recognized in these financial statements because the Company cannot be assured it is more likely than not it will utilize the net operating losses carried forward in future years.
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(h)
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Mineral Property Costs
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The Company has been in the exploration stage since its formation on May 19, 2004 and has not yet realized any revenues from its planned operations. It is primarily engaged in the acquisition, exploration and development of mineral properties. Mineral property acquisition costs are initially capitalized when management has determined that probable future benefits consisting of a contribution to future cash inflows have been identified and adequate financial resources are available or are expected to be available as required to meet the terms of property acquisition and budgeted exploration and development expenditures. Mineral property exploration costs are expensed as incurred if the criteria for capitalization are not met. In the event that a mineral property is acquired through the issuance of the Company’s shares, the mineral property will be recorded at the fair value of the respective property or the fair value of common shares, whichever is more readily determinable.
When mineral properties are acquired under option agreements with future acquisition payments to be made at the sole discretion of the Company, those future payments, whether in cash or shares, are recorded only when the Company has made or is obliged to make the payment or issue the shares. When it has been determined that a mineral property can be economically developed as a result of establishing proven and probable reserves and bankable feasibility, the costs incurred to develop such property are capitalized.
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(i)
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Long-lived Assets
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In accordance with ASC 360, Property Plant and Equipment the Company tests long-lived assets or asset groups for recoverability when events or changes in circumstances indicate that their carrying amount may not be recoverable. Circumstances which could trigger a review include, but are not limited to: significant decreases in the market price of the asset; significant adverse changes in the business climate or legal factors; accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction of the asset; current period cash flow or operating losses combined with a history of losses or a forecast of continuing losses associated with the use of the asset; and current expectation that the asset will more likely than not be sold or disposed significantly before the end of its estimated useful life. Recoverability is assessed based on the carrying amount of the asset and its fair value which is generally determined based on the sum of the undiscounted cash flows expected to result from the use and the eventual disposal of the asset, as well as specific appraisal in certain instances. An impairment loss is recognized when the carrying amount is not recoverable and exceeds fair value.
Teckmine Industries, Inc.
(An Exploration Stage Company)
Notes to the Financial Statements
(Expressed in U.S. dollars)
(unaudited)
|
2.
|
Summary of Significant Accounting Policies (continued) |
|
(j)
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Asset Retirement Obligations
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The Company follows the provisions of ASC 440, Asset Retirement and Environmental Obligations, which establishes standards for the initial measurement and subsequent accounting for obligations associated with the sale, abandonment or other disposal of long-lived tangible assets arising from the acquisition, construction or development and for normal operations of such assets. The Company does not have any asset retirement obligations as of March 31, 2013.
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(k)
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Basic and Diluted Net Income (Loss) Per Share
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The Company computes net earnings (loss) per share in accordance with ASC 260, Earnings Per Share, which requires presentation of both basic and diluted earnings per share (“EPS”) on the face of the income statement. Basic EPS is computed by dividing net earnings (loss) available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive.
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(l)
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Comprehensive Income
|
ASC 220, Comprehensive Income establishes standards for the reporting and display of comprehensive loss and its components in the financial statements. During the three months ended March 31, 2013 and 2012, the Company has no items that represent other comprehensive loss and, therefore, its net loss is the same as the comprehensive loss in the financial statements.
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(m)
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Recently Issued Accounting Pronouncements
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The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.
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3.
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Related Party Transactions and Balances
|
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(a)
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During the three months ended March 31, 2013, the Company recognized $nil (2012 - $1,500) for donated services at $500 per month and $750 (2012 - $750) for donated rent at $250 per month provided by the President of the Company.
|
|
(b)
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During the three months ended March 31, 2013, the Company incurred management fees of $9,000 for services provided by the President of the Company.
|
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(c)
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As at March 31, 2013, $95,697 (December 31, 2012 - $89,697) is owed to the President of the Company, the former President of the Company, a director, and two shareholders. As at March 31, 2013, $137,721 (Cdn$140,074) (December 31, 2012 – $140,509 (Cdn$140,074)) is owed to the President of the Company, the former President of the Company, a director and two shareholders. The amounts due are non-interest bearing, unsecured and due on demand.
|
|
4.
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Loan Payable
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On January 17, 2013, the Company received a loan in the amount of $25,002 from a non-related party. The amount is unsecured, non-interest bearing and has no terms of repayment.
|
5.
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Convertible Notes
|
On January 31, 2013, the Company issued 4 convertible notes (the “Notes”) in the principal amount of $50,000 each for an aggregate amount of $200,000 (the “First tranche”). Each Note bears interest at 12% per annum, matures on January 31, 2014, and may be converted into common shares at the option of the holder at a Conversion Price that has yet to be determined. The Company also issued 50,000 share purchase warrants attached to each Note, for an aggregate of 200,000 share purchase warrants. Each warrant entitles the holder to acquire one common share at an exercise price equal to the Conversion Price as defined in the Notes until January 31, 2015. The net proceeds of $200,000 will be allocated based on the relative fair values of convertible note and the warrants issued at the time the Conversion Price is determined. As of March 31, 2013, the Conversion Price has not been determined. In connection to the issuance of the Notes, the Company incurred debt financing costs of $21,913 which will be amortized over the term of the Notes. During the three months ended March 31, 2013, $3,681 of the debt issuance costs was recognized.
Teckmine Industries, Inc.
(An Exploration Stage Company)
Notes to the Financial Statements
(Expressed in U.S. dollars)
(unaudited)
|
6.
|
Fair Value Measurements
|
The Company’s financial instruments consist principally of cash, loan receivable, accounts payable, amounts due to related parties, loan payable and convertible notes. Pursuant to ASC 820, the fair value of the Company’s cash equivalents is determined based on “Level 1” inputs, which consist of quoted prices in active markets for identical assets. The carrying values of all other financial instruments approximate their current fair values because of their nature and respective maturity dates or durations.
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7.
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Commitments
|
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a)
|
On January 17, 2013, the Company entered into a non-binding Letter of Intent (the “LOI”) with Victory Electronic Cigarettes, Inc. (“VEC”), whereby, following entry into a formal agreement and the closing thereof, the Company proposes to acquire all of the securities of VEC in exchange for the issuance of 32,500,000 shares of common stock of the Company. On April 2, 2013, the Company entered into a formal agreement. See Note 8.
|
During the three months ended March 31, 2013, the Company incurred acquisition-related costs in the amount of $17,237. Such amount was expensed during the three months ended March 31, 2013.
|
b)
|
On January 31, 2013, the Company entered into a Commitment Letter with VEC to provide a secured bridge loan to VEC in the aggregate amount of $500,000, bearing interest at 12% per annum, payable monthly. The loan is being made in two tranches, the first tranche was advanced in the principal sum of $200,000 (Note 5), and the second tranche of $300,000 is to be made available upon the execution of certain security documents as set out in the Commitment Letter. The loan is due on January 31, 2014.
|
On March 25, 2013, as further security for repayment of the debenture, the Company entered into a Share Pledge Agreement with VEC and the shareholders thereof, whereby such shareholders agreed to deliver the issued and outstanding shares in the capital of VEC to the Company. Pursuant to the terms of the Share Pledge Agreement, the Company is entitled to hold such security until the earlier of the following two trigger events: (1) the repayment and performance in full of all repayment obligations under the debenture; and (b) the closing of the Share Exchange Agreement.
Subject to a waiver of the loan fee by the Company upon certain conditions as set out in the Commitment Letter, VEC has agreed to pay a non-refundable loan of $200,000 (the “Loan Fee”) as a genuine pre-estimate of liquidated damages. The Loan Fee is payable on the earlier of: (a) the occurrence of an event of default under the Commitment Letter; or (b) on the date a formal agreement with respect to a proposed transaction is terminated, or if such formal agreement is not entered into, on the date VEC and the Company decide not to proceed with such transaction (a “Termination Event”). Notwithstanding the above, upon closing of the transaction, the Company has agreed to waive the Loan Fee in its entirety. In the event of a Termination Event and provided such event is not the result of a breach of any term of the formal agreement by VEC, and is not the result of VEC being unable or unwilling to close the transaction, then the Loan Fee shall be reduced to $15,000. In the event only the first tranche is advanced, the applicable Loan Fee payable will be reduced by 40%.
Subsequent to March 31, 2013, the Company and VEC have decided that the second tranche of $300,000 will not be advanced as VEC did not need the extra funding.
|
8.
|
Subsequent Event
|
On April 2, 2013, the Company entered into a Share Exchange Agreement with VEC (see Note 7). Pursuant to the terms of the Share Exchange Agreement, the Company agreed to acquire all of the issued and outstanding common shares of VEC from the shareholders thereof in exchange for the issuance of 32,500,000 shares of common stock of the Company. The closing of the Share Exchange Agreement is subject to satisfaction of conditions precedent to closing as set out in therein. On April 15, 2013, the Company entered into a First Amendment to Share Exchange Agreement which extended the closing date of the Share Exchange Agreement from April 15, 2013, to April 30, 2013. On April 29, 2013, the Company entered into a Second Amendment to Share Exchanges Agreement which further extended the closing date to May 15, 2013.
Forward-Looking Statements
This report contains forward-looking statements. Forward-looking statements are projections in respect of future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as “may”, “should”, “intends”, “expects”, “plans”, “anticipates”, “believes”, “estimates”, “predicts”, “potential”, or “continue” or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks in the section entitled “Risk Factors”, which may cause our or our industry’s actual results, levels of activity or performance to be materially different from any future results, levels of activity or performance expressed or implied by these forward-looking statements.
Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity or performance. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.
In this report, unless otherwise specified, all dollar amounts are expressed in United States dollars and all references to “common shares” refer to the common shares in our capital stock.
As used in this report and unless otherwise indicated, the terms “we”, “us” and “our” refer to Teckmine Industries, Inc.
Corporate History
We were incorporated in the state of Nevada on May 19, 2004. Our executive and head office is located at 17622 La Entrada Drive, Yorba Linda, CA 92886. The telephone number of our executive and head office is (949) 280-5710.
Current Business
On November 10, 2004, we entered into an option agreement with Goldbridge Resources Ltd., which granted us the right to acquire a 50% interest in the Pioneer Extension Property in consideration for $22,500. We were unable to raise the financing necessary to carry out the recommended exploration program and results from other exploration programs on neighboring areas showed uneconomic mineralization. In addition, the 2008 financial crises and related liquidity problems made capital raising increasingly difficult for exploration stage mining companies to obtain the financing necessary to undertake exploration programs. As a result of these factors, our company decided to not renew the option agreement of the Pioneer Extension Property with Goldbridge Resources and the option on our sole property lapsed on November 10, 2008. As of the date hereof, we do not own any property interests.
To date, our company has not been as successful as hoped in implementing our business plan. We are currently seeking suitable opportunities with established business entities for the merger or other form of business combination with our company.
We are not able to fund our cash requirements through our current operations. Historically, we have been able to raise a limited amount of capital through private placements of our equity stock and shareholder loans, but we are uncertain about our continued ability to raise funds privately. Further, we believe that our company may have difficulties raising capital until we locate a suitable business opportunity through which we can pursue our plan of operation. If we are unable to secure adequate capital to continue our acquisition efforts, our shareholders may lose some or all of their investment and our business may fail.
Share Exchange Agreement with Victory Electronic Cigarettes
As disclosed in a Form 8-K filed on April 5, 2013, we entered into a share exchange agreement with Victory Electronic Cigarettes, Inc. (“VEC”) and the shareholders of VEC. Pursuant to the terms of the share exchange agreement, we have agreed to acquire all of the issued and outstanding common shares of VEC from the shareholders thereof in exchange for the issuance by our company of 32,500,000 common shares to such shareholders on a pro rata basis subject to the satisfaction or waiver of certain conditions precedent as set out in the share exchange agreement. VEC is a private company converted under the laws of the State of Nevada with a principal office located at 1880 Airport Drive, Ball Ground, Georgia 30107. VEC is engaged in the business of designing, marketing and distributing electronic cigarettes or “e-cigarettes”. Electronic cigarettes are battery powered products that enable users to inhale nicotine vapor without smoke, tar, ash or carbon monoxide.
There are certain conditions precedent to closing that may not be satisfied prior to closing, and there is no assurance that our company will close the share exchange agreement and complete the acquisition of all of the issued and outstanding shares of VEC.
The common shares of our company to be issued to the shareholders of VEC upon the closing of the share exchange agreement and the common shares to be issued in a proposed concurrent private placement financing will not be registered under the Securities Act of 1933, as amended, or under the securities laws of any state in the United States, and will be issued in reliance upon an exemption from registration under the Securities Act of 1933, as amended.
A copy of the share exchange agreement is attached to our Form 8-K filed on April 5, 2013 as Exhibit 10.1.
Our company has provided a secured bridge loan to VEC in the aggregate amount of US$200,000. The principal under the loan bears interest at a rate of 12% per annum, calculated and payable monthly. The bridge loan is secured by a general security agreement and a pledge and assignment of shares made by each shareholder of VEC in favor of our company. The loan, including principal, interest and any other fees owing with respect thereto is due on January 31, 2014, unless an event of default occurs as set out in the commitment. VEC is entitled to repay the loan at any time.
Subject to waiver of the loan fee by us upon certain conditions set out in the commitment, VEC has agreed to pay our company a non-refundable loan fee of US$200,000 (the “Loan Fee”) as a genuine pre-estimate of liquidated damages. The Loan Fee is payable on the earlier of: (a) the occurrence of an event of default under the commitment; or (b) on the date a formal agreement with respect to a proposed transaction is terminated, or, if such formal agreement is not entered into, on the date VEC and our company decide not to proceed with such transaction (a “Termination Event”). Notwithstanding the above, upon the closing of the transaction, our company has agreed to waive the Loan Fee in its entirety. In the event of a Termination Event and provided such event is not the result of a breach of any term of the formal agreement by VEC, and is not the result of VEC being unable or unwilling to close the transaction, then the Loan Fee shall be reduced to US$15,000.
Results of Operations
Apart from increased professional fees incurred in the negotiation and proposed closing of the share exchange agreement with VEC, there were no material changes in our results of operations as our results of operations were consistent with past periods. We did not generate or realize any revenues from our business operations and our expenses were related to complying with our obligations as a reporting company under the Securities Exchange Act of 1934 and costs incurred in connection with the proposed acquisition of VEC. These expenses consisted primarily of professional fees relating to the preparation of our financial statements and completion of our annual report, quarterly reports and current reports filings with the Securities and Exchange Commission.
During the three months ended March 31, 2013, we incurred expenses of $68,052 compared to $15,958 during the three months ended March 31, 2012. The increase in expenses resulted from increased professional fees incurred in the negotiation and proposed closing of the share exchange agreement with VEC.
As at March 31, 2013, our company had cash of $4,200 and a working capital deficit of $312,050. In the event the closing of the share exchange agreement with VEC does not close for any reason, we estimate our operating expenses and working capital requirements for the next twelve period to be as follows:
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$15,000 in connection with our company locating, evaluating and negotiating potential business opportunities;
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$40,000 for operating expenses, including professional legal and accounting expenses associated with our company being a reporting issuer under the Securities Exchange Act of 1934; and
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$24,000 for management and administrative costs.
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If we are successful in closing the share exchange agreement with VEC, we anticipate that we will require significant funds to develop VEC’s business. VEC is engaged in the business of designing, marketing and distributing electronic cigarettes or “e-cigarettes”. Electronic cigarettes are battery powered products that enable users to inhale nicotine vapor without smoke, tar, ash or carbon monoxide.
Liquidity and Capital Resources
We had $4,200 cash as of March 31, 2013 compared to $350 cash as of December 31, 2012. We had a working capital deficit of $312,050 as of March 31, 2013 compared to working capital deficit of $244,748 as of December 31, 2012. We have suffered recurring losses from inception. The ability of our company to meet our financial liabilities and commitments is primarily dependent upon the continued financial support of our director and shareholders, the continued issuance of equity to new shareholders, and our ability to achieve and maintain profitable operations.
Management believes that our company’s cash balance will not be sufficient to meet our working capital requirements for the next twelve month period. If the proposed acquisition of VEC does not occur, we estimate that we will require $79,000 over the next 12-month period and at least $312,050 to eliminate our working capital deficiency. Under such circumstances, our company plans to raise the capital required to satisfy our immediate short-term needs and additional capital required to meet our estimated funding requirements for the next twelve months primarily through the private placement of our equity securities and shareholder loans. There is no assurance that our company will be able to obtain further funds required for our continued working capital requirements.
If we are successful in acquiring VEC, we anticipate that we will require significant funds to develop VEC’s business in addition to incurring further costs associated with the implementation and expansion of VEC’s business. Under such circumstances, we anticipate that the proceeds of a proposed financing of at least $2 million will be sufficient to address working capital requirements of our company for a period of 12 months following such acquisition. The acquisition of VEC is conditional upon, among other things, our company raising at least $2 million (after payment of all our liabilities) in a concurrent private placement financing.
In addition to the issues set out above regarding our ability to raise capital, global economies are currently undergoing a period of economic uncertainty related to the tightening of credit markets worldwide. This has resulted in numerous adverse effects, including unprecedented volatility in financial markets and stock prices, slower economic activity, decreased consumer confidence and commodity prices, reduced corporate profits and capital spending, increased unemployment, liquidity concerns and volatile but generally declining energy prices. We anticipate that the current economic conditions and the credit shortage will adversely impact our ability to raise financing. In addition, if the future economic environment continues to be less favorable than it has been in recent years, we may experience difficulty in locating a suitable business opportunity to acquire or enter into a business combination.
Operating Activities
Operating activities used $19,418 cash during the three months ended March 31, 2013 as compared to nil during the three months ended March 31, 2012.
Financing Activities
Financing activities provided $223,268 cash during the three months ended March 31, 2013 as compared to nil during the three months ended March 31, 2012. Our company received $200,000 in proceeds from the issuance of convertible notes less $1,734 in debt issuance costs and received $25,002 in proceeds from a loan.
Investing Activities
Investing activities used $200,000 cash during the three months ended March 31, 2013 as compared to nil during the three months ended March 31, 2012. The cash used in investing activities was the result of a loan receivable.
Off-Balance Sheet Arrangements
We have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial position, revenues and expenses, results of operations, liquidity, capital expenditures or capital resources that are material to stockholders.
Going Concern
There is substantial doubt about our ability to continue as a going concern as the continuation of our business is dependent upon obtaining further long-term financing, entering into a suitable business opportunity and achieving a profitable level of operations. The issuance of additional equity securities by us could result in a significant dilution in the equity interests of our current stockholders. Obtaining commercial loans, assuming those loans would be available, will increase our liabilities and future cash commitments.
Due to the uncertainty of our ability to meet our current operating and capital expenses, in their report on our audited financial statements for the year ended December 31, 2012, our independent auditors included an explanatory paragraph regarding substantial doubt about our ability to continue as a going concern. Our statements contain additional note disclosures describing the circumstances that lead to this disclosure by our independent auditors.
Application of Critical Accounting Policies
Our financial statements and accompanying notes are prepared in accordance with generally accepted accounting principles used in the United States. Preparing financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, and expenses. These estimates and assumptions are affected by management’s application of accounting policies. We believe that understanding the basis and nature of the estimates and assumptions involved with the following aspects of our financial statements is critical to an understanding of our financials.
Recent Accounting Pronouncements
Our company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.
Not applicable.
Disclosure Controls and Procedures
As required by paragraph (b) of Rules 13a-15 or 15d-15 under the Exchange Act, our principal executive officer and principal financial officer evaluated our company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) as of the end of the period covered by this quarterly report on Form 10-Q. Based on this evaluation, these officers concluded that as of the end of the period covered by this quarterly report on Form 10-Q, these disclosure controls and procedures were not effective to ensure that the information required to be disclosed by our company in reports it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission and include controls and procedures designed to ensure that such information is accumulated and communicated to our company’s management, including our company’s principal executive officer and principal financial officer, to allow timely decisions regarding required disclosure. The conclusion that our disclosure controls and procedures were not effective was due to the presence of material weaknesses in internal control over financial reporting as identified below under the heading “Management’s Report on Internal Control Over Financial Reporting” Management anticipates that such disclosure controls and procedures will not be effective until the material weaknesses are remediated. Our company intends to remediate the material weaknesses as set out below.
Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues, if any, within our company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake.
Management’s Report on Internal Control Over Financial Reporting
Management is responsible for establishing and maintaining adequate internal control over our financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act). Our company’s internal control over financial reporting is designed to provide reasonable assurance, not absolute assurance, regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles in the United States of America. Internal control over financial reporting includes those policies and procedures that: (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our company’s assets; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles in the United States of America, and that our company’s receipts and expenditures are being made only in accordance with authorizations of our management and directors; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. In addition, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions and that the degree of compliance with the policies or procedures may deteriorate.
Our Management, including our principal executive officer and principal financial officer, conducted an evaluation of the design and operation of our internal control over financial reporting as of March 31, 2013 based on the criteria set forth in the SEC’s Release No. 33-8810: Commission Guidance Regarding Management’s Report on Internal Control Over Financial Reporting Under Section 13(a) or 15(d) of the Securities Exchange Act of 1934. This evaluation included review of the documentation of controls, evaluation of the design effectiveness of controls, testing of the operating effectiveness of controls and a conclusion on this evaluation. Based on this evaluation, our management concluded our internal control over financial reporting was not effective as at March 31, 2013 due to the following material weaknesses which are indicative of many small companies with small staff: (i) inadequate segregation of duties and effective risk assessment; (ii) insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of both US GAAP and SEC guidelines; (iii) inadequate security and restricted access to computer systems including insufficient disaster recovery plans; (iv) no written whistle-blower policy; (v) inadequate knowledge to address complex accounting and tax issues that may arise; and (vi) risk to our company as a going concern in the event the sole executive officer of our company is unable to fulfill this role due to death or incapacitation.
Our company plans to take steps to enhance and improve the design of our internal controls over financial reporting. During the period covered by this quarterly report on Form 10-Q, we have not been able to remediate the material weaknesses identified above. To remediate such weaknesses, we plan to implement the following changes during our fiscal year ending December 31, 2013: (i) appoint additional qualified personnel to address inadequate segregation of duties and ineffective risk management; (ii) adopt sufficient written policies and procedures for accounting and financial reporting and a whistle-blower policy; and (iii) implement sufficient security and restricted access measures regarding our computer systems and implement a disaster recovery plan. The remediation efforts set out in (i) and (iii) are largely dependent upon our company securing additional financing to cover the costs of implementing the changes required. If we are unsuccessful in securing such funds, remediation efforts may be adversely effected in a material manner.
Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues, if any, within our company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake.
Changes in Internal Control Over Financial Reporting.
There were no changes in our company’s internal control over financial reporting during the quarter ended March 31, 2013 that have materially affected, or are reasonably likely to materially affect, our company’s internal control over financial reporting.
We know of no material, active or pending legal proceedings against our company, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which any of our directors, officers or affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to our interest.
Much of the information included in this quarterly report includes or is based upon estimates, projections or other forward looking statements. Such forward looking statements include any projections and estimates made by us and our management in connection with our business operations. While these forward-looking statements, and any assumptions upon which they are based, are made in good faith and reflect our current judgment regarding the direction of our business, actual results will almost always vary, sometimes materially, from any estimates, predictions, projections, assumptions or other future performance suggested herein.
Such estimates, projections or other forward looking statements involve various risks and uncertainties as outlined below. We caution the reader that important factors in some cases have affected and, in the future, could materially affect actual results and cause actual results to differ materially from the results expressed in any such estimates, projections or other forward looking statements.
We have had negative cash flows from operations and if we are not able to obtain further financing, our business operations may fail.
We had $4,200 cash and a working capital deficit of $312,050 as of March 31, 2013. We do not have sufficient funds to independently finance the acquisition of suitable business opportunities, nor do we have the funds to independently finance our daily operating costs. We do not expect to generate any revenues for the foreseeable future. Accordingly, we will require additional funds, either from equity or debt financing, to maintain our daily operations and to locate and acquire suitable business opportunities. Obtaining additional financing is subject to a number of factors, including market acceptance of projects, investor acceptance of any business opportunity we may acquire in the future, and investor sentiment. Financing, therefore, may not be available on acceptable terms, if at all. The most likely source of future funds presently available to us is through the sale of equity capital. Any sale of share capital, however, will result in dilution to existing shareholders. If we are unable to raise additional funds when required, we may be forced to delay our plan of operation and our entire business may fail.
We currently do not generate revenues, and as a result, we face a high risk of business failure.
We do not hold an interest in any business or revenue generating property. From the date of our incorporation, we have primarily focused on the location and acquisition of mineral and oil and gas properties. We have not generated any revenues to date. In order to generate revenues, we will incur substantial expenses in the acquisition of a suitable business. We therefore expect to incur significant losses into the foreseeable future. We recognize that if we are unable to generate significant revenues from our activities, our entire business may fail. There is no history upon which to base any assumption as to the likelihood that we will be successful in our plan of operation, and we can provide no assurance to investors that we will generate any operating revenues or achieve profitable operations.
In our management’s report on internal controls over financial reporting, we identified a number of material weaknesses related to our internal control over financial reporting and concluded that our internal control over financial reporting and disclosure controls and procedures were ineffective as of March 31, 2013. These material weaknesses remain unremedied, which could continue to impact our ability to report results of operations and financial condition accurately and in a timely manner.
We have identified a number of material weaknesses in our internal control over financial reporting. Our management assessed the effectiveness of our internal control over financial reporting and disclosure controls and procedures as at March 31, 2013 pursuant to Section 404 of the Sarbanes-Oxley Act of 2002 and the related SEC rules and concluded that our internal control over financial reporting and disclosure controls and procedures were not effective as at March 31, 2013. Specifically, they concluded that six material weaknesses existed as at March 31, 2013 which are set out in Item 4 under the heading “Controls and Procedures”. Although we intend to remediate such material weaknesses as set out in Item 4, we have not yet been able to address these material weaknesses and they may continue to remain unremedied for some time, which could adversely impact the accuracy and timeliness of future reports and filings we make to the SEC and could have a material adverse effect on our business, results of operations, financial condition and liquidity.
At present, we have not hired any key personnel. Our failure to hire key personnel when needed will have a significant negative effect on our business.
Our director and sole officer is engaged in other business activities and accordingly may not devote sufficient time to our business affairs, which may affect our ability to conduct operations and generate revenues.
Our director and sole officer is involved in other business activities. Nathan Woods, our president, secretary, treasurer and sole director, spends approximately 15 hours, or 33%, of his business time on the management of our company. As a result of his other business endeavors, Mr. Woods may not be able to devote sufficient time to our business affairs, which may negatively affect our ability to conduct our ongoing operations and our ability to generate revenues. In addition, the management of our company may be periodically interrupted or delayed as a result of Mr. Woods’s other business interests.
Our common stock is illiquid and shareholders may be unable to sell their shares.
There is currently no market for our common stock and we can provide no assurance to investors that a market will develop. If a market for our common stock does not develop, our shareholders may not be able to re-sell the shares of our common stock that they have purchased and they may lose all of their investment. Public announcements regarding our company, changes in government regulations, conditions in our market segment or changes in earnings estimates by analysts may cause the price of our common shares to fluctuate substantially. In addition, stock prices for junior mining and oil and gas companies fluctuate widely for reasons that may be unrelated to their operating results. These fluctuations may adversely affect the trading price of our common shares.
Penny stock rules will limit the ability of our stockholders to sell their stock.
The Securities and Exchange Commission has adopted regulations which generally define “penny stock” to be any equity security that has a market price (as defined) less than $5.00 per share or an exercise price of less than $5.00 per share, subject to certain exceptions. Our securities are covered by the penny stock rules, which impose additional sales practice requirements on broker-dealers who sell to persons other than established customers and “accredited investors”. The term “accredited investor” refers generally to institutions with assets in excess of $5,000,000 or individuals with a net worth in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly with their spouse. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document in a form prepared by the Securities and Exchange Commission which provides information about penny stocks and the nature and level of risks in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction and monthly account statements showing the market value of each penny stock held in the customer’s account. The bid and offer quotations, and the broker-dealer and salesperson compensation information, must be given to the customer orally or in writing prior to effecting the transaction and must be given to the customer in writing before or with the customer’s confirmation. In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from these rules, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written agreement to the transaction. These disclosure requirements may have the effect of reducing the level of trading activity in the secondary market for the stock that is subject to these penny stock rules. Consequently, these penny stock rules may affect the ability of broker-dealers to trade our securities. We believe that the penny stock rules discourage investor interest in and limit the marketability of our common stock.
The Financial Industry Regulatory Authority, or FINRA, has adopted sales practice requirements which may also limit a shareholder’s ability to buy and sell our stock.
In addition to the “penny stock” rules described above, FINRA has adopted rules that require that in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending speculative low priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer’s financial status, tax status, investment objectives and other information. Under interpretations of these rules, FINRA believes that there is a high probability that speculative low priced securities will not be suitable for at least some customers. FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy our common stock, which may limit your ability to buy and sell our stock and have an adverse effect on the market for its shares.
None.
None.
Not applicable.
None.
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Exhibit
Number
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Description
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(3)
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(i) Articles of Incorporation; and (ii) Bylaws
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3.1
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Articles of Incorporation (incorporated by reference from our Registration Statement on Form SB-2 filed on May 15, 2007)
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3.2
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Bylaws (incorporated by reference from our Registration Statement on Form SB-2 filed on May 15, 2007)
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(14)
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Code of Ethics (incorporated by reference from our Annual Report on Form 10-KSB filed on March 31, 2008)
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(31)
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Rule 13a-14(a)/15d-14(a) Certifications
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31.1*
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Section 302 Certification under Sarbanes-Oxley Act of 2002 of Nathan Woods
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(32)
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Section 1350 Certifications
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32.1*
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Section 906 Certification under Sarbanes-Oxley Act of 2002 of Nathan Woods
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(99)
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Additional Exhibits
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99.1
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Audit Committee Charter (incorporated by reference from our Annual Report on Form 10-K filed on April 1, 2009)
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________________
* Filed herewith.
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.
| TECKMINE INDUSTRIES, INC. | |||
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Dated: May 17, 2013
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By:
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/s/ Nathan Woods | |
| Nathan Woods
President, Secretary, Treasurer and Director
(Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)
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