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EXCEL - IDEA: XBRL DOCUMENT - Tintic Gold Mining COFinancial_Report.xls
EX-31 - RULE 13A-14(A) CERTIFICATION - Tintic Gold Mining COtintic10qexh31.htm
EX-32 - RULE 13A-14(B) CERTIFICATION - Tintic Gold Mining COtintic10qexh32.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, 2013

[   ]
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 14, 2013
Common Voting Stock: 1,858,338

 
 

 

TINTIC GOLD MINING COMPANY
 
[A Development Stage Company]
 
             
BALANCE SHEETS
 
   
September 30,
   
December 31,
 
   
2013
   
2012
 
ASSETS
 
(Unaudited)
       
             
CURRENT ASSETS:
           
Cash
  $ -     $ -  
Total Assets
  $ -     $ -  
                 
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
               
                 
CURRENT LIABILITIES:
               
Accounts payable and accrued expense
  $ -     $ 4,647  
Loan from related party
    80,821       57,643  
Total Current Liabilities
    80,821       62,290  
                 
STOCKHOLDERS' EQUITY (DEFICIT)
               
Common stock, $.001 par value, 50,000,000 shares authorized, 1,858,338 issued and outstanding
               
Capital in excess of par value
    255,349       255,349  
Deficit accumulated during the development stage
    (338,028 )     (319,497 )
Total Stockholders' Equity (Deficit)
    (80,821 )     (62,290 )
Total Liabilities and Stockholders' Equity (Deficit)
  $ -     $ -  

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

 
1

 
 
TINTIC GOLD MINING COMPANY
 
[A Development Stage Company]
 
                               
STATEMENTS OF OPERATIONS (UNAUDITED)
 
                               
                           
From inception of
 
                           
development stage
 
                           
on December 31,
 
   
For the Three Months Ended
   
For the Nine Months Ended
   
1997, through
 
   
September 30,
   
September 30,
   
September 30,
   
September 30,
   
September 30,
 
   
2013
   
2012
   
2013
   
2012
   
2013
 
                               
Revenues
  $ -     $ -     $ -     $ -     $ -  
Total Revenues
    -       -       -       -       -  
                                         
Expenses
                                       
General & Administrative
    5,811       5,969       18,531       17,498       268,096  
Failed acquisition costs
    -       -       -       -       85,758  
Total Expenses
    5,811       5,969       18,531       17,498       353,854  
                                         
Loss From Operations
    (5,811 )     (5,969 )     (18,531 )     (17,498 )     (353,854 )
                                         
Other Income (Expense)
                                       
Interest Income
    -       -       -       -       8,632  
Interest Expense
    -       -       -       -       (44 )
Warrant Grant
    -       -       -       (746 )     (2,611 )
Gain on Sale of Securities
    -       -       -       -       8,084  
Total Other Income & Expense
    -       -       -       (746 )     14,061  
                                         
Loss Before Income Taxes
    (5,811 )     (5,969 )     (18,531 )     (18,244 )     (339,793 )
                                         
Current Income Taxes (Benefit)
    -       -       -       -       (1,765 )
Deferred Tax Expense
    -       -       -       -       -  
                                         
Net Loss
  $ (5,811 )   $ (5,969 )   $ (18,531 )   $ (18,244 )   $ (338,028 )
                                         
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,
 
   
2013
   
2012
   
2013
 
Cash flows used in operating activities:
                 
Net loss
  $ (18,531 )   $ (18,244 )   $ (338,028 )
Adjustments to reconcile net loss to cash used in operating  activities:
                       
Non-cash stock issued for services rendered
    -       -       97,846  
Gain on sale of securities
    -       -       (8,084 )
Warrant grant
    -       746       2,611  
Change in operating assets and liabilities:
                       
(Decrease) increase in accounts payable
    (4,647 )     (3,970 )     (147 )
Payment of expenses by related party
    -       -       33,975  
Decrease in income taxes payable
    -       -       (565 )
Net cash used in operating activities
    (23,178 )     (21,468 )     (212,392 )
                         
Cash flows from investing activities:
                       
Purchase of securities
    -       -       (7,609 )
Proceeds from sale of securities
    -       -       23,960  
Net cash flows provided by investing activities
    -       -       16,351  
                         
Cash flows from financing activities:
                       
Proceeds from note payable - related party
    -       -       3,501  
Proceeds from loans - related party
    23,178       21,468       105,167  
Proceeds from sale of common stock
    -       -       55,000  
Net cash flows provided by financing activities
    23,178       21,468       163,668  
                         
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, 2013 and 2012 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, 2012 audited financial statements.  The results of operations for the period ended September 30, 2013 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, 2013 and December 31, 2012 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, 2013 and 2012, the Company recognized no interest and penalties.  The Company had no accruals for interest and penalties at September 30, 2013 or December 31, 2012.  All tax years starting with 2009 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 - There were no recently enacted accounting standards that the Company expects to have a material effect on its financial statements for future periods.

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 allowed 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.
 
 
5

 
 
TINTIC GOLD MINING COMPANY
[A Development Stage Company]

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

NOTE 2 - CAPITAL STOCK (Continued)

In December 2011 the termination date of the warrants was extended to June 18, 2012.  The fair value of $1,119 for the six month extension was calculated using a Black-Scholes option pricing model with the following assumptions:

Expected life
0.5 years
Expected volatility
1%
Risk-free interest rate
1.46%
Expected dividend yield
0.00%

In June 2012 the termination date of the warrants was extended to December 18, 2012.  The fair value of $746 for the six month extension was calculated using a Black-Scholes option pricing model with the following assumptions:

Expected life
0.5 years
Expected volatility
1%
Risk-free interest rate
0.625%
Expected dividend yield
0.00%

In December 2012 the termination date of the warrants was extended to June 18, 2013.  The fair value of $746 for the six month extension was calculated using a Black-Scholes option pricing model with the following assumptions:

Expected life
0.5 years
Expected volatility
1%
Risk-free interest rate
0.77%
Expected dividend yield
0.00%

On June 18, 2013 the warrants expired.

NOTE 3 - RELATED PARTY TRANSACTIONS
 
Related Party Loans – During the nine month periods ended September 30, 2013 and 2012, a portion of 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, 2013 and 2012, 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, 2013, the Company had no assets.
 
These factors raise substantial doubt about the ability of the Company to continue as a going concern.  In this regard, management is proposing to raise any necessary additional funds not provided by operations through loans or through additional sales of its common stock or through a possible business combination.  There is no assurance that the Company will be successful in raising this additional capital or in achieving profitable operations.  The financial statements do not include any adjustments that might result from the outcome of these uncertainties.

NOTE 5 - LOSS PER SHARE

The following data shows the amounts used in computing loss per share:

   
For the Three Months Ended
   
For the Nine months Ended
 
   
September 30,
   
September 30,
 
   
2013
   
2012
   
2013
   
2012
 
                         
Loss from continuing operations available to common shareholders (numerator)
  $ ( 5,811 )   $ ( 5,969 )   $ ( 18,531 )   $ ( 18,244 )
                                 
Weighted average number of common shares outstanding used in loss per share for the period (denominator)
        1,858,338           1,858,338       1,858,338       1,858,338  

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 or the effect would be anti-dilutive.

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, 2013, we realized no revenue and incurred $5,811 in operating expenses, resulting in a loss from operations and net loss in that amount.  During the three months ended September 30, 2012, we realized no revenue and incurred $5,969 in operating expenses, resulting in a loss from operations in that amount.
 
Results of our operations for the nine month periods ended September 30, 2013 and 2012 were substantially similar.  During the nine months ended September 30, 2013, we realized no revenue and incurred $18,531 in operating expenses, resulting in a loss from operations and net loss in that amount.  During the nine months ended September 30, 2012, we realized no revenue and incurred $17,489 in operating expenses. We also incurred an other expense of $746 during the three months ended September 30, 2012, which was the fair value of the warrant extension that we granted on June 18, 2012.  The combination of operating expenses and the other expense of $746 resulted in a net loss of $18,244.  The increased loss from operations and net loss arose from increases in professional fees.
 
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, 2013 we had a working capital deficit of $80,821, as we had no assets and $80,821 in liabilities.  All of our liabilities, $80,821, 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 used $23,178 in cash during the nine months ended September 30, 2013, as we incurred a loss of $18,531 and reduced our accounts payable by $4,647 during that period with funds that we borrowed from Ding Lieping.  Our operations consumed $21,468 in cash during the nine months ended September 30, 2012, but Ding Lieping 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, 2013.  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, 2013 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.

 
9

 

 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.
 
 
 
 
Date: November 14, 2013
TINTIC GOLD MINING COMPANY
 
 
By: /s/ Ding Lieping
Ding Lieping, Chief Executive Officer
and Chief Financial Officer
 

 
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