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EXCEL - IDEA: XBRL DOCUMENT - Tintic Gold Mining COFinancial_Report.xls
EX-32.1 - RULE 13A-14(B) CERTIFICATION - Tintic Gold Mining COtinticexh321.htm
EX-31.1 - RULE 13A-14(A) CERTIFICATION - Tintic Gold Mining COtinticexh311.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 June 30, 2014

[   ]
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:
 
August 12, 2014
Common Voting Stock: 1,858,338
 
 
 

 
 
TINTIC GOLD MINING COMPANY
 
[A Development Stage Company]
 
             
BALANCE SHEETS
 
   
June 30,
   
December 31,
 
   
2014
   
2013
 
ASSETS
 
(Unaudited)
       
             
CURRENT ASSETS:
           
Cash
  $ -     $ -  
Total Assets
  $ -     $ -  
                 
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
               
                 
CURRENT LIABILITIES:
               
Accounts payable and accrued expense
  $ -     $ -  
Loan from related party
    -       83,969  
Total Current Liabilities
    -       83,969  
                 
STOCKHOLDERS' EQUITY (DEFICIT)
               
Common stock, $.001 par value, 50,000,000 shares authorized, 1,858,338 issued and outstanding
    1,858       1,858  
Capital in excess of par value
    354,761       255,349  
Deficit accumulated during the development stage
    (356,619 )     (341,176 )
Total Stockholders' Equity (Deficit)
    -       (83,969 )
Total Liabilities and Stockholders' Equity (Deficit)
  $ -     $ -  
 
 
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 Six Months Ended
   
1997, through
 
   
June 30,
   
June 30,
   
June 30,
   
June 30,
   
June 30,
 
   
2014
   
2013
   
2014
   
2013
   
2014
 
                               
Revenues
  $ -     $ -     $ -     $ -     $ -  
Total Revenues
    -       -       -       -       -  
                                         
Expenses
                                       
General & Administrative
    7,238       12,001       15,443       12,720       286,687  
Failed acquisition costs
    -       -       -       -       85,758  
Total Expenses
    7,238       12,001       15,443       12,720       372,445  
                                         
Loss From Operations
    (7,238 )     (12,001 )     (15,443 )     (12,720 )     (372,445 )
                                         
Other Income (Expense)
                                       
Interest Income
    -       -       -       -       8,632  
Interest Expense
    -       -       -       -       (44 )
Warrant Grant
    -       -       -       -       (2,611 )
Gain on Sale of Securities
    -       -       -       -       8,084  
Total Other Income & Expense
    -       -       -       -       14,061  
                                         
Loss Before Income Taxes
    (7,238 )     (12,001 )     (15,443 )     (12,720 )     (358,384 )
                                         
Current Income Taxes (Benefit)
    -       -       -       -       (1,765 )
Deferred Tax Expense
    -       -       -       -       -  
                                         
Net Loss
  $ (7,238 )   $ (12,001 )   $ (15,443 )   $ (12,720 )   $ (356,619 )
                                         
Loss per Share
  $ (0.00 )   $ (0.01 )   $ (0.01 )   $ (0.01 )        
 
 
2

 
 
TINTIC GOLD MINING COMPANY
 
[A Development Stage Company]
 
                   
STATEMENTS OF CASH FLOWS
 
               
From inception of
 
               
development stage on
 
               
December 31, 1997
 
   
For the Six Months Ended
   
through
 
   
June 30,
   
June 30,
   
June 30,
 
   
2014
   
2013
   
2014
 
Cash flows used in operating activities:
                 
Net loss
  $ (15,443 )   $ (12,720 )   $ (356,619 )
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
    -       -       2,611  
Change in operating assets and liabilities:
                       
(Decrease) increase in accounts payable
    -       1,831       (147 )
Payment of expenses by related party
    -       -       33,975  
Decrease in income taxes payable
    -       -       (565 )
Net cash used in operating activities
    (15,443 )     (10,889 )     (230,983 )
                         
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 capital contributions
    15,443       -       15,443  
Proceeds from note payable - related party
    -       -       3,501  
Proceeds from loans - related party
    -       10,889       108,315  
Proceeds from sale of common stock
    -       -       55,000  
Net cash flows provided by financing activities
    15,443       10,889       182,259  
                         
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  
                         
 Non-cash investing and financing:                        
Related party forgave debt, which is accounted for as a capital contribution.
  $ 83,969     $ -     $ 83,969  
 
 
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 June 30, 2014 and 2013 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, 2013 audited financial statements.  The results of operations for the period ended June 30, 2014 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 June 30, 2014 and December 31, 2013 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 six month periods ended June 30, 2014 and 2013, the Company recognized no interest and penalties.  The Company had no accruals for interest and penalties at June 30, 2014 and December 31, 2013.  All tax years starting with 2010 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 six month periods ended June 30, 2013, 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 were payable on demand and did not bear interest. At December 31, 2013 the balance due from the Company to its majority shareholder was $83,969.  During the three month period ended March 31, 2014, the majority shareholder contributed the entirety of that amount to the capital of the Company.

Capital Contributions - During the six months ended June 30, 2014 a portion of the expenses of the Company were paid by its majority shareholder.  The payments totaled $15,443 and were recorded as a contribution to capital.

Management Compensation - During the six month periods ended June 30, 2014 and 2013, 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 June 30, 2014, 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, capital contributions, an 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 Six Months Ended
 
   
June 30,
   
June 30,
 
   
2014
   
2013
   
2014
   
2013
 
                         
Loss from continuing operations available to common shareholders (numerator)
  $ ( 7,238 )   $ ( 12,001 )   $ ( 15,443 )   $ ( 12,720 )
                                 
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.

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 and six months ended June 30, 2014, we realized no revenue and incurred $7,238 and $15,443, respectively,  in operating expenses, resulting in losses from operations and net losses in those amounts.  During the three and six months ended June 30, 2013, we realized no revenue and incurred $12,001 and $12,720, respectively, in operating expenses, resulting in net losses in that amount.  The expenses incurred in the second quarter of 2013 exceeded those incurred in the second quarter of 2014 due to the Company’s delay in filing its annual report on Form 10-K for 2012.  As work on the annual report was not commenced until the second quarter of 2013, the related expenses were pushed into that quarter.  In contrast, we filed our 2013 annual report on time and incurred related expenses in the first quarter of 2014. Expenses in the second quarter of 2014 related primarily to preparation of the quarterly report filed in that quarter.
 
Control of Tintic Gold Mining Company was transferred to Ding Lieping in December 2009.  During his tenure, through December 31, 2013, Mr. Ding financed our operations by making loans to cover our expenses. In the first quarter of 2014, Mr. Ding decided to reclassify the payments he had made from loans to capital contributions. Therefore, the balance of loans payable at December 31, 2013, $83,969, was recorded as a contribution to capital.  In addition, the $15,443 in expenses that Mr. Ding paid on behalf of the Company in the first six months of 2014 was also recorded as a contribution to capital. 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 June 30, 2014 we had no working capital deficit, as we had no assets and no liabilities. This represented an improvement from December 31, 2013, when we had a working capital deficit of $83,969 as a result of the amounts then payable to Ding Lieping. We expect our working capital to be nil or a small deficit for the indefinite future, as long as Ding Lieping continues to contribute the sums necessary to pay our expenses.
 
Our operations consumed $15,443 in cash during the six months ended June 30, 2014.  Our operations consumed $10,889 in cash during the six months ended June 30, 2013, as we accrued the remainder of our expenses in that period. 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.

 
8

 
 
To date we have supplied our cash needs by obtaining loans and capital contributions 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.
 
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 June 30, 2014.  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 June 30, 2014 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 second 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.
 
 
TINTIC GOLD MINING COMPANY
   
Date: August 12, 2014
By: /s/ Ding Lieping
 
Ding Lieping, Chief Executive Officer
 
and Chief Financial and Accounting Officer
 
 
10