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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________

FORM 10-K

 
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.
 
For the fiscal year ended December 31, 2013.

                     OR
 
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

Commission File No. 0-52368

TINTIC GOLD MINING COMPANY
 (Exact Name of Registrant as Specified in its Charter)

Nevada
87-0448400 
(State or other jurisdiction of incorporation or organization)
 (I.R.S. Employer ID Number)

1288 Jigao Road, Minbei Industrial District, Minhang, Shanghai, P.R. China  201107
(Address of principal executive offices)

Issuer's Telephone Number, including Area Code: 86-21-62965657

Securities Registered Pursuant to Section 12(b) of the Act: None
Securities Registered Pursuant to Section 12(g) of the Act:

Common Stock, $.001 par value per share

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 406 of the Securities Act.    Yes __ No

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.    Yes __ No

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    No __

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files.)  Yes     No _____
 
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405) is not contained herein, and will not be contained,  to the best of registrant's  knowledge,  in definitive proxy or information  statements incorporated  by reference  in Part III of this Form 10-K or any  amendment to this Form 10-K. Yes  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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes  No __

As of June 28, 2013 (the last business day of the most recently completed second fiscal quarter) the aggregate market value of the common stock held by non-affiliates was approximately $45,834, based upon the last trade price on that date.

As of February 28, 2014, there were 1,858,338 shares of common stock outstanding.

DOCUMENTS INCORPORATED BY REFERENCE: None

 
 

 
 
FORWARD-LOOKING STATEMENTS: NO ASSURANCES INTENDED

This Report contains certain forward-looking statements regarding Tintic Gold Mining Company, its business and financial prospects.  These statements represent Management’s best estimate of what will happen.  Nevertheless, there are numerous risks and uncertainties that could cause our actual results to differ dramatically from the results suggested in this Report.  Among the more significant risks are:
 
·
We have no business operations and have no assets. Unless the Company obtains additional capital or acquires an operating company, the Company will not be able to undertake significant business activities.
   
·
The Company’s business plan contemplates that it will acquire an operating company in exchange for the majority of its common stock.  If that occurs, management will determine the nature of the company that is acquired, which is likely to be a company with which management has a pre-existing relationship.  Investors in the Company will have to rely on the business acumen of management in determining that the acquisition is in the best interest of the Company.  If management lacks sufficient skill to operate successfully, the Company’s shares may lose value.

Because these and other risks may cause the Company’s actual results to differ from those anticipated by Management, the reader should not place undue reliance on any forward-looking statements that appear in this Report.
 
PART 1

Item 1.  Business

Until February 8, 2010, the Company was the owner of the subsurface mineral rights on approximately 44 acres of land located in the Tintic Mining District of Juab County, Utah, near the town of Mammoth, Utah.  Since it was formed in March 2004 and acquired the mineral claims, the Company had been unable to attract any interest from investors in its mining claims. Prior management believed that this has been due to a number of factors, including the fact that the land ownership in the Tintic Mining District was very fragmented, meaning that ownership is held in the names of numerous corporations and individuals, many possibly having conflicting ownership rights and interests.  For this reason, at the end of 2009, management determined that the Company should abandon its mining business and pursue other opportunities.  On December 17, 2009, therefore, a new majority owner took control of the Company.  In connection with that change of control, the Company agreed to transfer its mining claims to its previous majority shareholders in satisfaction of the liabilities of the Company to them.  On February 8, 2010 the mining claims were so transferred. The Company is currently a shell company.

For some period of time the Company has been exploring business opportunities that would involve the use of the Company as a shell in a reverse merger transaction, in which an operating company would be merged into Tintic Gold Mining Company in exchange for a majority of our capital stock.  We continue to explore business opportunities, particularly businesses with which our Chairman, Ding Lieping, has experience.  The business that we ultimately pursue will be determined by Mr. Ding, who is the sole member of our board of directors.  His decision will be based on the prospects for the business, the availability of capital to fund the business, and the potential benefits of the business to the shareholders of Tintic Gold Mining Company.

Employees

We currently have no employees. The need for employees and their availability will be addressed in connection with the decision whether or not to acquire or participate in specific business opportunities.

Item 1A.                  Risk Factors

Not applicable.

 
1

 
 
Item 1B.                  Unresolved Staff Comments

Not Applicable.

Item 2.                     Properties

We have no property, because we have no assets or employees.  Our executive offices are maintained in the offices of Ding Lieping.  We do not compensate Ding Lieping for this concession.

Item 3.                     Legal Proceedings

None.

Item 4.                     Mine Safety Disclosures.

Not Applicable.

PART II
 
Item 5.                    Market For Registrant’s Common Equity, Related Stockholder Matters And Issuer Purchases Of Equity Securities.

(a) Market Information

The Company’s common stock is quoted on the OTCQB under the symbol “TMGG”.  Set forth below are the high and low bid prices for each of the quarters in the past two fiscal years. The reported bid quotations reflect inter-dealer prices without retail markup, markdown or commissions, and may not necessarily represent actual transactions.

 
2

 
 
   
Bid
 
Quarter Ending
 
High
   
Low
 
             
 March 31, 2012
  $ 0.15     $ 0.15  
 June 30, 2012
  $ 0.15     $ 0.10  
 September 30, 2012
  $ 0.10     $ 0.10  
 December 31, 2012
  $ 0.10     $ 0.10  
                 
 March 31, 2013   0.15     0.15  
 June 30, 2013   0.15      0.10  
 September 30, 2013   0.10      0.10  
 December 31, 2013   0.10      0.10  

(b) Shareholders

Our shareholders list contains the names of 344 registered stockholders of record of the Company’s Common Stock.
 
(c)  Dividends

The Company has not, within the past decade, paid or declared any cash dividends on its Common Stock and does not foresee doing so in the foreseeable future.  The Company intends to retain any future earnings for the operation and expansion of the business.  Any decision as to future payment of dividends will depend on the available earnings, the capital requirements of the Company, its general financial condition and other factors deemed pertinent by the Board of Directors.

(d)  Securities Authorized for Issuance Under Equity Compensation Plans
 
The Company had no securities authorized for issuance under equity compensation plans as of December 31, 2013.

(e)  Sale of Unregistered Securities
 
The Company did not issue any unregistered equity securities during the 4th quarter of fiscal 2013.

 (f) Repurchase of Equity Securities
 
The Company did not repurchase any shares of its common stock during the 4th quarter of 2013.
 
3

 
 
Item 6.                     Selected Financial Data

Not applicable.
 
Item 7.             Management’s Discussion and Analysis

Results of Operations

We currently have no assets and no operations.  During the 2013 fiscal year, which ended on December 31, 2013, we realized no revenue and incurred $21,679 in operating expenses.  During the 2012 fiscal year, which ended on December 31, 2012, we realized no revenue and incurred $21,208 in operating expenses.  We also incurred an other expense of $1,492, which was the fair value of the 6-month warrant extensions that we granted on June 18, 2012 and December 18, 2012.
 
Prior to December 17, 2009, when majority ownership of our company was transferred to Ding Lieping, we had accounts payable, most of which were owed to the prior controlling shareholders of the Company, some of whom served as our management until December 17, 2009.   Those individuals waived all of the Company’s obligations to them in connection with the transfer of control to Ding Lieping.  Therefore at December 31, 2013 all of our liabilities were loans made to us by Ding Lieping.  At December 31, 2012, a portion of our liabilities consisted of obligations to professionals, which were paid by Ding Lieping after December 31, 2012.
 
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 December 31, 2013 we had a working capital deficit of $83,969, as we had no assets and $83,969 in liabilities, all of which were 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.
 
4

 
 
Our operations consumed $26,326 in cash during 2013 but our management loaned us that amount, resulting in no change in our cash balance.  Cash used in operating activities during the year exceeded our net loss because we began the year with $4,647 in accounts payable, which were satisfied during 2013 with the proceeds of loans from Ding Lieping. During 2012 our operations consumed $21,468 in cash, all of which was loaned to us by Ding Lieping.  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.

Application of Critical Accounting Policies

Our financial statements and related public financial information are based on the application of accounting principles generally accepted in the United States (“GAAP”). GAAP requires the use of estimates; assumptions, judgments and subjective interpretations of accounting principles that have an impact on the assets, liabilities, revenue, and expense amounts reported. These estimates can also affect supplemental information contained in our external disclosures including information regarding contingencies, risk and financial condition. We believe our use of estimates and underlying accounting assumptions adhere to GAAP and are consistently and conservatively applied. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances. Actual results may differ materially from these estimates under different assumptions or conditions. We continue to monitor significant estimates made during the preparation of our financial statements.
 
Our significant accounting policies are summarized in Note 1 to our financial statements. While all these significant accounting policies impact its financial condition and results of operations, the Company views certain of these policies as critical. Policies determined to be critical are those policies that have the most significant impact on the Company’s financial statements and require management to use a greater degree of judgment and estimates. Among our critical policies is the determination, described in Note 5 to our financial statements that the Company should record a valuation allowance for the full value of the deferred tax asset created by the net operating loss carryforward.  The primary reason for the determination was the lack of certainty as to whether the Company will carry on profitable operations in the future.

Actual results may differ from those estimates. Our management believes that given current facts and circumstances, it is unlikely that applying any other reasonable judgments or estimate methodologies would cause any effects on our results of operations, financial position or liquidity for the periods presented in this report.

Off-Balance Sheet Arrangements

The Company does 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.

 
5

 
 
Impact of Accounting Pronouncements

There have been no recent accounting pronouncements that have had, or are expected to have, a material effect on our financial statements.
 
Item 7a   Quantitative And Qualitative Disclosures About Market Risk.

Not Applicable.

Item 8.   Financial Statements

INDEX TO FINANCIAL STATEMENTS

 
Page
   
Report of Independent Registered Public Accounting Firm
7
   
Balance Sheets as of December 31, 2013 and 2012
8
   
Statements of Operations for the Years Ended December 31, 2013 and 2012 and for the Period from inception of the development stage on December 31, 1997 through December 31, 2013
9
   
Statement of Stockholders’ Equity for the Period from inception of the development stage on December 31, 1997 through December 31, 2013
10
   
Statements of Cash Flows for the Years Ended December 31, 2013 and 2012 and for the Period from inception of the development stage on December 31, 1997 through December 31, 2013
12
   
Notes to Financial Statements
14
  
 
6

 
 
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


Board of Directors
Tintic Gold Mining Company
Minhang, Shanghai

We have audited the accompanying balance sheets of Tintic Gold Mining Company [a development stage company] as of December 31, 2013 and 2012 and the related statements of operations, stockholders' equity (deficit) and cash flows for each of the years in the two-year period ended December 31, 2013 and for the period from the inception of the development stage on December 31, 1997 through December 31, 2013. Tintic Gold Mining Company’s management is responsible for these financial statements. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States).  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.  The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.  Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.  Accordingly, we express no such opinion.  An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.  We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Tintic Gold Mining Company as of December 31, 2013 and 2012 and the results of its operations and its cash flows for each of the years in the two-year period ended December 31, 2013 and for the period from inception of development stage on December 31, 1997 through December 31, 2013, in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming Tintic Gold Mining Company will continue as a going concern. As discussed in Note 4 to the financial statements, Tintic Gold Mining Company has incurred losses since its inception and has not yet established profitable operations.  These factors raise substantial doubt about the ability of the Company to continue as a going concern.  Management’s plans in regards to these matters are also described in Note 4.  The financial statements do not include any adjustments that might result from the outcome of these uncertainties.


/s/ PRITCHETT, SILER & HARDY, P.C.

Salt Lake City, Utah
February 28, 2014
 
 
7

 
 
TINTIC GOLD MINING COMPANY
 
[A Development Stage Company]
 
             
BALANCE SHEETS
 
   
December 31,
   
December 31,
 
   
2013
   
2012
 
ASSETS
           
             
CURRENT ASSETS:
           
Cash
  $ -     $ -  
Total Assets
  $ -     $ -  
                 
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
               
                 
CURRENT LIABILITIES:
               
Accounts payable and accrued expense
  $ -     $ 4,647  
Loan from related party
    83,969       57,643  
Total Current Liabilities
    83,969       62,290  
                 
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
    255,349       255,349  
Deficit accumulated during the development stage
    (341,176 )     (319,497 )
Total Stockholders' Equity (Deficit)
    (83,969 )     (62,290 )
Total Liabilities and Stockholders' Equity (Deficit)
  $ -     $ -  
 
The accompanying notes are an integral part of these financial statements.
 
 
8

 
 
TINTIC GOLD MINING COMPANY
 
[A Development Stage Company]
 
                   
STATEMENTS OF OPERATIONS
 
                   
               
From inception of
 
               
development stage
 
   
For the
   
For the
   
on December 31,
 
   
Year Ended
   
Year Ended
   
1997, through
 
   
December 31,
   
December 31,
   
December 31,
 
   
2013
   
2012
   
2013
 
                   
Revenues
  $ -     $ -     $ -  
Total Revenues
    -       -       -  
                         
Expenses
                       
General & Administrative
    21,679       21,208       271,244  
Failed acquisition costs
    -       -       85,758  
Total Expenses
    21,679       21,208       357,002  
                         
Loss From Operations
    (21,679 )     (21,208 )     (357,002 )
                         
Other Income (Expense)
                       
Interest Income
    -       -       8,632  
Interest Expense
    -       -       (44 )
Warrant Grant
    -       (1,492 )     (2,611 )
Gain on Sale of Securities
    -       -       8,084  
Total Other Income & Expense
    -       (1,492 )     14,061  
                         
Loss Before Income Taxes
    (21,679 )     (22,700 )     (342,941 )
                         
Current Income Taxes (Benefit)
    -       -       (1,765 )
Deferred Tax Expense
    -       -       -  
                         
Net Loss
  $ (21,679 )   $ (22,700 )   $ (341,176 )
                         
Loss per Share
  $ (0.01 )   $ (0.01 )        
 
The accompanying notes are an integral part of these financial statements.
 
 
9

 
 
TINTIC GOLD MINING COMPANY
 
[A Development Stage Company]
 
                                           
STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)
 
FROM THE DATE OF INCEPTION ON DECEMBER 31, 1997 THROUGH DECEMBER 31, 2013
 
   
                     
Deficit
   
Gains
             
                     
Accumulated
   
(Losses) on
             
               
Additional
   
During the
   
Available -
         
Total
 
   
Common Stock
   
Paid-In
   
Development
   
For-Sale
   
Treasury
   
Stockholders’
 
   
Shares
   
Amount
   
Capital
   
Stage
   
Securities
   
Stock
   
Equity/(Deficit)
 
                                           
Balance - December 31, 1997
    231,797     $ 232     $ 39,743     $ -     $ -     $ -     $ 39,975  
Net Income for December 31, 1997 through December 31, 2000
    -       -       -       11,007       -       -       11,007  
Unrealized losses available-for-sale-securities, net of tax
    -       -       -       -       (278 )     -       (278 )
Stock issued for services in December, 2001 at $.30 per share
    50,006       50       14,950               -       -       15,000  
Net loss for the year ended December 31, 2001
    -       -       -       (35,530 )     -       -       (35,530 )
Unrealized losses available-for-sale-securities, net of tax
    -       -       -       -       278       -       278  
Balance December 31, 2001
    281,803       282       54,693       (24,523 )     -       -       30,452  
Stock issued for services in December, 2002 at $.175 per share
    134,153       134       23,343       -       -       -       23,477  
Net loss for the year ended December 31, 2002
    -       -       -       (34,774 )     -       -       (34,774 )
Balance December 31, 2002
    415,956       416       78,036       (59,297 )     -       -       19,155  
Stock issued for services in February, 2003 at $0.10 per share
    536,611       537       53,124       -       -       -       53,661  
Stock issued for services in December, 2003 at $0.10 per share
    57,076       57       5,651       -       -       -       5,708  
Net loss for the year ended December 31, 2003
    -       -       -       (81,978 )     -       -       (81,978 )
Balance December 31, 2003
    1,009,643       1,010       136,811       (141,275 )     -       -       (3,454 )
Issuance of 500,000 shares of Common Stock for $25,000 or $.05 per share, August, 2004
    500,000       500       24,500       -       -       -       25,000  
Related party debt forgiveness recorded as capital contribution
    -       -       3,454       -       -       -       3,454  
Net loss for the year ended December 31, 2004
    -       -       -       (7,552 )     -       -       (7,552 )
Balance December 31, 2004
    1,509,643       1,510       164,765       (148,827 )     -       -       17,448  
Net loss for the year ended December 31, 2005
    -       -       -       (12,245 )     -       -       (12,245 )
Balance December 31, 2005
    1,509,643       1,510       164,765       (161,072 )     -       -       5,203  
                                                         
 
The accompanying notes are an integral part of these financial statements.
 
 
10

 
 
TINTIC GOLD MINING COMPANY
[A Development Stage Company]
                 
STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)
FROM THE DATE OF INCEPTION ON DECEMBER 31, 1997 THROUGH DECEMBER 31, 2013
                 
 
Issuance of 600,000 shares of Common Stock for $30,000 or $.05 per share, November, 2006
             600,000
                600
                  29,400
                   -
                  -
                -
                 30,000
 
Net loss for the year ended December 31, 2006
                 -
                  -
               -
              (24,020)
                   -
                 -
              (24,020)
Balance December 31, 2006
          2,109,643
             2,110
                194,165
            (185,092)
                  -
                -
                 11,183
 
Net loss for the year ended December 31, 2007
                 -
                  -
               -
              (27,358)
                   -
                 -
              (27,358)
Balance December 31, 2007
          2,109,643
             2,110
                194,165
            (212,450)
                  -
                 -
              (16,175)
 
Net loss for the year ended December 31, 2008
                -
                  -
                         -
              (19,943)
                   -
                 -
              (19,943)
Balance December 31, 2008
          2,109,643
             2,110
                194,165
            (232,393)
                   -
                 -
              (36,118)
 
Related party debt and accrued liability forgiveness recorded as capital contribution
                        -
                  -
                  58,321
                       -
                   -
                 -
                 58,321
 
Issuance of stock purchase warrants in exchange for 270,584 shares of treasury stock at $54,117 or $.20 per share December 2009
                        -
                  -
                  54,117
                       -
                   -
      (54,117)
                         -
 
Net loss for the year ended December 31, 2009
                        -
                  -
                         -
              (22,203)
                   -
                 -
              (22,203)
Balance December 31, 2009
          2,109,643
             2,110
                306,603
            (254,596)
                   -
      (54,117)
                         -
 
Cancellation of treasury stock
           (270,584)
            (271)
                (53,846)
                       -
                   -
         54,117
                         -
 
Recognize prior year rounding shares
               19,279
                  19
                       (19)
                       -
                   -
                 -
                         -
 
Net loss for the year ended December 31, 2010
                -
                  -
                         -
              (21,454)
                   -
                -
              (21,454)
Balance December 31, 2010
          1,858,338
             1,858
                252,738
            (276,050)
                   -
                 -
              (21,454)
 
Warrant extension grant
                        -
                  -
                    1,119
                       -
                   -
                 -
                   1,119
 
Net loss for the year ended December 31, 2011
                        -
                  -
                         -
              (20,747)
                  -
                        -
              (20,747)
Balance December 31, 2011
          1,858,338
             1,858
                253,857
            (296,797)
                   -
                 -
              (41,082)
 
Warrant extension grant
                        -
                  -
                    1,492
                       -
                   -
                 -
                   1,492
 
Net loss for the year ended December 31, 2012
                        -
                  -
                         -
              (22,700)
                  -
                       -
              (22,700)
Balance December 31, 2012
          1,858,338
1,858
 255,349
 (319,497)
  -
 -
(62,290)
  Net loss for the year ended December 31, 2013 - - - (21,679) - - (21,679)
Balance December 31, 2013 1,858,338 $          1,858 $          255,349 $          (341,176) $          - $          - $          (83,969)
 
The accompanying notes are an integral part of these financial statements.
 
 
11

 
 
TINTIC GOLD MINING COMPANY
 
[A Development Stage Company]
 
                   
STATEMENTS OF CASH FLOWS
 
               
From inception of
 
               
development stage on
 
               
December 31, 1997
 
   
For the Year Ended
   
through
 
   
December 31,
   
December 31,
   
December 31,
 
   
2013
   
2012
   
2013
 
Cash flows used in operating activities:
                 
Net loss
  $ (21,679 )   $ (22,700 )   $ (341,176 )
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
    -       1,492       2,611  
Change in operating assets and liabilities:
                       
(Decrease) increase in accounts payable
    (4,647 )     (260     (147
Payment of expenses by related party
    -       -       33,975  
Decrease in income taxes payable
    -       -       (565 )
Net cash used in operating activities
    (26,326 )     (21,468 )     (215,540 )
                         
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
    26,326       21,468       108,315  
Proceeds from sale of common stock
    -       -       55,000  
Net cash flows provided by financing activities
    26,326       21,468       166,816  
                         
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 financial statements.
 
 
12

 
 
TINTIC GOLD MINING COMPANY
[A Development Stage Company]
 
STATEMENTS OF CASH FLOWS
 

 
Supplemental Schedule of Non-cash Investing and Financing Activities
 
For the year ended December 31, 2013:  none.
 
For the year ended December 31, 2012:  none.
 

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

 
13

 
 
TINTIC GOLD MINING COMPANY
[A Development Stage Company]

NOTES TO 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.
 
Cash and Cash Equivalents - The Company considers all highly-liquid debt investments purchased with an original 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.  [See Note 5.]

 
14

 

TINTIC GOLD MINING COMPANY
[A Development Stage Company]

NOTES TO FINANCIAL STATEMENTS

NOTE 1 -- ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

The Company has no tax positions at December 31, 2013 and 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 years ended December 31, 2013 and 2012, the Company recognized no interest and penalties.  The Company had no accruals for interest and penalties at December 31, 2013 and 2012.  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 6].

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 are 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.

Treasury Stock. - During the year ended December 31, 2010 the Company reclassified 270,584 common shares, which had been held as treasury stock since December 2009, as authorized but unissued.
 
 
15

 
 
TINTIC GOLD MINING COMPANY
[A Development Stage Company]

NOTES TO FINANCIAL STATEMENTS

NOTE 2 - CAPITAL STOCK (Continued)

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.

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 years ended December 31, 2013 and 2012, 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 years ended December 31, 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.
 
 
16

 
 
TINTIC GOLD MINING COMPANY
[A Development Stage Company]

NOTES TO 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 December 31, 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 - INCOME TAXES

The Company accounts for income taxes in accordance with ASC Topic No. 740, “Income Taxes.” ASC Topic No. 740 requires the Company to provide a net deferred tax asset/liability equal to the expected future tax benefit/expense of temporary reporting differences between book and tax accounting methods and any available operating loss or tax credit carryforwards.
 
The Company has available at December 31, 2013 an unused operating loss carryforward of approximately $199,900 that may be applied against future taxable income and which expires in 2033.  The amount of and ultimate realization of the benefits from the operating loss carryforwards for income tax purposes is dependent, in part, upon the tax laws in effect, the future earnings of the Company, and other future events, the effects of which cannot be determined.  Due to a change in control of the Company in December 2009, the annual amount of the NOL that can be applied against future earnings is limited.  Because of the uncertainty surrounding the realization of the net deferred tax assets, the Company has established a valuation allowance equal to their tax effect and, therefore, no deferred tax asset has been recognized.  The net deferred tax assets are approximately $30,000 and $26,700 as of December 31, 2013 and 2012, with an offsetting valuation allowance of the same amount.  The change in the valuation allowance for the year ended December 31, 2013 is approximately $3,300.
 
 
17

 
 
TINTIC GOLD MINING COMPANY
[A Development Stage Company]

NOTES TO FINANCIAL STATEMENTS


NOTE 6 - LOSS PER SHARE

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

   
For the Year Ended
 
   
December 31,
 
   
2013
   
2012
 
Loss from continuing operations available to common
           
shareholders (numerator)
  $ (21,679 )   $ (22,700 )
                 
Weighted average number of common shares outstanding used in loss per share for the period (denominator)
    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 7 - 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.
 
 
18

 

 
Item 9.                     Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

Not Applicable

Item 9A.                  Controls and Procedures

Evaluation of Disclosure Controls and Procedures.  Our Chief Executive Officer and Chief Financial Officer carried out an evaluation of the effectiveness of our disclosure controls and procedures as of December 31, 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 Tintic Gold Mining 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 Tintic Gold Mining 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, our Chief Executive Officer and Chief Financial Officer concluded that Tintic Gold Mining Company’s system of disclosure controls and procedures was effective as of December 31, 2013 for the purposes described in this paragraph.

Changes in Internal Controls.  There was no change in internal control over financial reporting (as defined in Rule 13a-15(f) promulgated under the Securities Exchange Act or 1934) identified in connection with the evaluation described in the preceding paragraph that occurred during Tintic Gold Mining Company’s fourth fiscal quarter that has materially affected or is reasonably likely to materially affect Tintic Gold Mining Company’s internal control over financial reporting.

Management’s Report on Internal Control over Financial Reporting

Management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934.  We have assessed the effectiveness of those internal controls as of December 31, 2013, using the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) Internal Control – Integrated Framework (1992) as a basis for our assessment.

 
19

 
 
Because of inherent limitations, internal control over financial reporting may not prevent or detect misstatements.  Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies and procedures may deteriorate.  All internal control systems, no matter how well designed, have inherent limitations.  Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.

A material weakness in internal controls is a deficiency in internal control, or combination of control deficiencies, that adversely affects the Company’s ability to initiate, authorize, record, process, or report external financial data reliably in accordance with accounting principles generally accepted in the United States of America such that there is more than a remote likelihood that a material misstatement of the Company’s annual or interim financial statements that is more than inconsequential will not be prevented or detected. In the course of making our assessment of the effectiveness of internal controls over financial reporting, we identified three material weaknesses in our internal control over financial reporting.  These material weaknesses consisted of:

a.             Inadequate staffing and supervision within the bookkeeping operations of our company.  There is only one individual who is responsible for bookkeeping functions.  This prevents us from segregating duties within our internal control system.  The inadequate segregation of duties is a weakness because it could lead to the untimely identification and resolution of accounting and disclosure matters or could lead to a failure to perform timely and effective reviews.
 
b.             Outsourcing the accounting operations of our company.  Because there is only one employee in our administration, we outsource most of the accounting functions of our Company to an independent accountant.  This accountant is self-directed, and is not answerable to the Company’s management.  This is a material weakness because it could result in a disjunction between the accounting policies adopted by our Board of Directors and the accounting practices applied by the accountant.
 
c.             Lack of independent control over related party transactions.  Ding Lieping is the sole director and sole officer of Tintic Gold Mining Company.  From time to time Mr. Ding will make loans or capital contributions to finance the operations of the Company.  The absence of other directors or officers to review these transactions is a weakness because it could lead to improper classification of such related party transactions.
 
Management does not believe that the current level of the Company’s operations warrants a remediation of the weaknesses identified in this assessment.  However, because of the above condition, management’s assessment is that the Company’s internal controls over financial reporting were not effective as of December 31, 2013.
 
This annual report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting.  Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to rules of the Securities and Exchange Commission that permit the Company to provide only management’s report in this annual report.

 
20

 
 
Item 9B                   Other Information

None.

PART III
 
Item 10.                   Directors, Executive Officers and Corporate Governance

The officers and directors of the Company are:
 
 Name
Age
 Director Position with the Company
Since
Ding Lieping
45
Director, Chief Executive Officer,Chief Financial Officer
2009

Directors hold office until the annual meeting of the Company’s stockholders and the election and qualification of their successors.  Officers hold office, subject to removal at any time by the Board, until the meeting of directors immediately following the annual meeting of stockholders and until their successors are appointed and qualified.

Ding Lieping.  Since 2006 Mr. Ding has been employed as Chairman and General Manager of Shanghai Tailor Steel Structure Company, which is involved in the manufacture and installation of structural steel in Shanghai and its environs.  Prior to organizing Shanghai Tailor Steel Structure Company, Mr. Ding had seven years of experience in the management of steel construction projects.  In 1989 Mr. Ding was awarded a bachelor degree with a concentration in Physics by Hangzhou Normal University.  He studied architecture through 1993 at the Shanghai Tongji University, and he earned a master’s degree in business administration at the Empresarial University of Costa Rica in 2009.

Audit Committee

The Board of Directors has not appointed an Audit Committee.  The functions that would be performed by an Audit Committee are performed by the Board of Directors.  The Board of Directors does not have an “audit committee financial expert,” because there is only one Board member.

Code of Ethics

The Company has not adopted a formal code of ethics applicable to its executive officers.  The Board of Directors has determined that the Company’s financial operations are not sufficiently complex to warrant adoption of a formal code of ethics.
 
 
21

 
 
Section 16(a) Beneficial Ownership Reporting Compliance

None of the officers, directors or beneficial owners of more than 10% of the Company’s common stock failed to file on a timely basis the reports required by Section 16(a) of the Exchange Act during the year ended December 31, 2013.

Item 11.  Executive Compensation

The following table sets forth all compensation awarded to, earned by, or paid by Tintic Gold Mining Company to its Chief Executive Officer during the past three fiscal years.  There was no officer or employee whose compensation for 2013 exceeded $100,000.

 
Fiscal
 Year
 
Salary
   
Bonus
   
Stock
Awards
   
Option
Awards
   
Other
Compensation
 
Ding Lieping
2013
    --       --       --       --       --  
 
2012
    --       --       --       --       --  
 
2011
    --       --       --       --       --  

Employment Agreements

All of our employment arrangements with our executives are on an at will basis.

Equity Grants

The following tables set forth certain information regarding the stock options acquired by the Company’s Chief Executive Officer during the year ended December 31, 2013 and those options held by him on December 31, 2013.

Option Grants in the Last Fiscal Year
 
                           
Potential realizable value at assumed
 annual rates of appreciation for option term
 
   
Number of securities  underlying option granted
   
Percent of total options granted to employees in fiscal year
   
Exercise
Price
($/share)
   
Expiration
Date
      5 %     10 %
Ding Lieping
    --       --       --       --       --       --  
 
The following tables set forth certain information regarding the stock grants received by the executive officers named in the table above during the year ended December 31, 2013 and held by them unvested at December 31, 2013.
 
              Unvested Stock Awards in the Last Fiscal Year
 
   
Number of
Shares That
Have Not
Vested
   
Market Value
of Shares That
Have Not
Vested
 
Ding Lieping
    --       --  

 
22

 
 
Compensation of Directors
 
The members of our Board of Directors receive no compensation for their services on the Board.

Item 12.  Security Ownership of Certain Beneficial Owners and Management

The following table sets forth information known to us with respect to the beneficial ownership of our common stock as of the date of this report by the following:
 
·
each shareholder known by us to own beneficially more than 5% of our common stock;
   
·
Ding Lieping;
   
·
each of our directors; and
   
·
all directors and executive officers as a group.

There are 1,858,338 shares of our common stock outstanding on the date of this report.  Except as otherwise indicated, we believe that the beneficial owners of the common stock listed below have sole voting power and investment power with respect to their shares,  subject to community property laws where applicable.  Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission.

In computing the number of shares beneficially owned by a person and the percent ownership of that person, we include shares of common stock subject to options or warrants held by that person that are currently exercisable or will become exercisable within 60 days. We do not, however, include these “issuable” shares in the outstanding shares when we compute the percent ownership of any other person.

Name  and Address of
Beneficial Owner(1)
 
Amount and Nature of
Beneficial Ownership
   
Percentage of Class
 
             
Ding Lieping
    1,400,000       75.3 %
All officers and
directors (1 person)
    1,400,000       75.3 %
 
 ____________________________
 
(1)    The address of each shareholder, unless otherwise noted, is c/o Tintic Gold Mining Company, 1288 Jigao Road, Minbei Industrial District, Minhang, Shanghai, P.R. China
 
 
23

 
 
Item 13.                      Certain Relationships and Related Transactions and Director Independence
 
Certain Relationships and Related Transactions
 
            None.
 
Director Independence
 
None of the members of the Board of Directors is independent, as “independence” is defined in the Rules of the NASDAQ Stock Market.

Item 14.                      Principal Accountant Fees and Services

Audit Fees
 
Pritchett, Siler & Hardy, P.C. billed $8,849 in connection with the audit and reviews of the Company’s financial statements for the year ended December 31, 2013.  Pritchett, Siler & Hardy, P.C. billed $9,297 in connection with the audit and reviews of the Company’s financial statements for the year ended December 31, 2012  Also included are those services normally provided by the accountant in connection with the Company’s statutory and regulatory filings.
 
Audit-Related Fees
 
Pritchett, Siler & Hardy, P.C. did not bill the Company for any Audit-Related fees in fiscal 2013 or in fiscal 2012.
 
Tax Fees
 
Pritchett, Siler & Hardy, P.C. did not bill the Company in fiscal 2013 or fiscal 2012 for professional services rendered for tax compliance, tax advice and tax planning.
 
All Other Fees
 
Pritchett, Siler & Hardy, P.C. did not bill the Company for any other fees in fiscal 2013 or fiscal 2012.
 
 It is the policy of the Company that all services, other than audit, review or attest services, must be pre-approved by the Board of Directors.
 
 
24

 
 
Item 15.                      Exhibits and Financial Statement Schedules

(b) Exhibit List
 
3-a
Articles of Incorporation - filed as an exhibit to the Company’s Registration Statement on Form 8-A (000-52368) filed on December 21, 2006, and incorporated herein by reference.
   
3-b
By-laws - - filed as an exhibit to the Company’s Registration Statement on Form 8-A (000-52368) filed on December 21, 2006, and incorporated herein by reference.
   
21
Subsidiaries – None
   
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

In accordance with Section 13 or 15(d) of the Exchange Act, the Registrant has caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Tintic Gold Mining Company

By: /s/ Ding Lieping
      Ding Lieping, Chief Executive Officer

In accordance with the Exchange Act, this Report has been signed below on February 28, 2014 by the following persons, on behalf of the Registrant and in the capacities and on the dates indicated.

/s/ Ding Lieping
Ding Lieping, Director
Chief Executive Officer, Chief
Financial and Accounting Officer
 
 
 
25