UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
20549
Form 10-Q
(Mark One)
[ x ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2011
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission file number 000-52745
TECKMINE INDUSTRIES,
INC.
(Exact name of registrant as specified in its
charter)
Nevada | 98-0534859 |
(State or other jurisdiction of incorporation or organization) | (IRS Employer Identification No.) |
Suite 239 280 Nelson Street, Vancouver, British
Columbia, Canada V6B 2E2
(Address of principal executive offices)
(zip code)
778-737-0389
(Registrants telephone number,
including area code)
Not Applicable
(Former name, former address and
former fiscal year, if changed since last report)
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes [ 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 [ ] No [ ]
(Not currently applicable to the Registrant).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of large accelerated filer, accelerated filer, and smaller reporting company in Rule 12b-2 of the Exchange Act. (Check one):
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Large accelerated filer [ ] | Accelerated filer [ ] |
Non-accelerated filer [ ] | Smaller reporting company [ x ] |
(Do not check if a smaller reporting company) |
Indicate by check mark whether the registrant is a shell company
(as defined in Rule 12b-2 of the Exchange Act).
Yes [ x ] No
[ ]
APPLICABLE ONLY TO CORPORATE ISSUERS
Indicate the number of shares outstanding of each of the issuers classes of common stock, as of the latest practicable date:
19,506,304 common shares issued and outstanding as of May 4, 2011.
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PART I - FINANCIAL INFORMATION
Item 1. Financial Statements.
Our financial statements are stated in United States dollars and are prepared in accordance with United States generally accepted accounting principles.
It is the opinion of management that the interim financial statements for the quarter ended March 31, 2011 include all adjustments necessary in order to ensure that the interim financial statements are not misleading.
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Teckmine Industries Inc. |
(An Exploration Stage Company) |
March 31, 2011 |
(Unaudited) |
Index | |
Balance Sheets | F1 |
Statements of Operations | F2 |
Statements of Cash Flows | F3 |
Notes to the Financial Statements | F4 |
F-1
Teckmine Industries, Inc. |
(An Exploration Stage Company) |
Balance Sheets |
(Expressed in U.S. dollars) |
March 31, | December 31, | |||||
2011 | 2010 | |||||
$ | $ | |||||
(Unaudited) | (Audited) | |||||
ASSET | ||||||
Current Asset | ||||||
Cash | 15,677 | 1,278 | ||||
Total Asset | 15,677 | 1,278 | ||||
LIABILITIES AND STOCKHOLDERS DEFICIT | ||||||
Current Liabilities | ||||||
Accounts payable | 10,311 | 8,674 | ||||
Accrued liabilities | 5,720 | 130 | ||||
Due to related parties (Note 4(b)) | 182,964 | 154,809 | ||||
Total Liabilities | 198,995 | 163,613 | ||||
Contingencies (Note 1) | ||||||
Stockholders Deficit | ||||||
Common Stock: 100,000,000 shares authorized, $0.001 par value; 19,506,304 shares issued and outstanding |
19,506 |
19,506 |
||||
Additional Paid-in Capital | 52,553 | 52,553 | ||||
Donated Capital (Note 4(a)) | 61,500 | 59,250 | ||||
Deficit Accumulated During the Exploration Stage | (316,877 | ) | (293,644 | ) | ||
Total Stockholders Deficit | (183,318 | ) | (162,335 | ) | ||
Total Liabilities and Stockholders Deficit | 15,677 | 1,278 |
(The Accompanying Notes are an Integral Part of the Financial Statements)
F-2
Teckmine Industries, Inc. |
(An Exploration Stage Company) |
Statements of Operations |
(Expressed in U.S. dollars) |
(Unaudited) |
Accumulated from | For the | For the | ||||
May 19, 2004 | Three Months | Three Months | ||||
(Date of Inception) | Ended | Ended | ||||
to March 31, | March 31, | March 31, | ||||
2011 | 2011 | 2010 | ||||
$ | $ | $ | ||||
Revenue | | | | |||
Expenses | ||||||
General and administrative (Note 4(a)) | 257,191 | 23,233 | 13,999 | |||
Impairment of mineral property costs | 55,000 | | | |||
Mineral property costs | 4,686 | | | |||
Total Expenses | 316,877 | 23,233 | 13,999 | |||
Net Loss | (316,877 | ) | (23,233 | ) | (13,999 | ) |
Net Loss Per Share Basic and Diluted | | | ||||
Weighted Average Shares Outstanding | 19,506,304 | 19,506,304 |
(The Accompanying Notes are an Integral Part of the Financial Statements)
F-3
Teckmine Industries, Inc. |
(An Exploration Stage Company) |
Statements of Cash Flows |
(Expressed in U.S. dollars) |
(Unaudited) |
Accumulated from | For the | For the | ||||
May 19, 2004 | Three Months | Three Months | ||||
(Date of Inception) | Ended | Ended | ||||
to March 31, | March 31, | March 31, | ||||
2011 | 2011 | 2010 | ||||
$ | $ | $ | ||||
Operating Activities | ||||||
Net loss for the period | (316,877 | ) | (23,233 | ) | (13,999 | ) |
Adjustment to reconcile net loss to cash used in operating activities: | ||||||
Donated services and expenses | 61,500 | 2,250 | 2,250 | |||
Impairment of mineral property costs | 55,000 | | | |||
Loss from foreign exchange transactions | 9,439 | 3,216 | 1,509 | |||
Changes in operating assets and liabilities: | ||||||
Accounts payable | 10,014 | 1,339 | (3,130 | ) | ||
Accrued liabilities | 5,724 | 5,595 | 7,678 | |||
Net Cash Used in Operating Activities | (175,200 | ) | (10,833 | ) | (5,692 | ) |
Investing Activity | ||||||
Mineral property costs | (55,000 | ) | | | ||
Net Cash Used in Investing Activity | (55,000 | ) | | | ||
Financing Activities | ||||||
Proceeds from issuance of common stock | 75,809 | | | |||
Share issuance costs | (3,750 | ) | | | ||
Advances from related parties | 173,818 | 25,232 | 2,953 | |||
Net Cash Flows Provided by Financing Activities | 245,877 | 25,232 | 2,953 | |||
Increase (Decrease) In Cash | 15,677 | 14,399 | (2,739 | ) | ||
Cash Beginning of Period | | 1,278 | 4,746 | |||
Cash Ending of Period | 15,677 | 15,677 | 2,007 | |||
Supplemental Disclosures | ||||||
Interest paid | | | ||||
Income taxes paid | | |
(The Accompanying Notes are an Integral Part of the Financial Statements)
F-4
Teckmine Industries, Inc. |
(An Exploration Stage Company) |
Notes to the Financial Statements |
(Expressed in U.S. dollars) |
(Unaudited) |
1. |
Nature of Operations and Continuance of Business | |
The Company was incorporated in the State of Nevada on May 19, 2004. The Company is an Exploration Stage Company, as defined by Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) 915, Development Stage Entities. The Companys principal business is the acquisition and exploration of mineral resources. The Company does not currently have any mineral property interests. | ||
These financial statements have been prepared on a going concern basis, which implies the Company will continue to realize its assets and discharge its liabilities in the normal course of business. The Company has never generated revenues since inception and has never paid any dividends and is unlikely to pay dividends or generate earnings in the immediate or foreseeable future. The continuation of the Company as a going concern is dependent upon the continued financial support from its shareholders, the ability of the Company to obtain necessary equity financing to continue operations, confirmation of the Companys interests in the underlying properties, and the attainment of profitable operations. As at March 31, 2011, the Company has a working capital deficiency of $183,318, has not generated any revenue, and has accumulated losses of $316,877 since inception. These financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. These factors raise substantial doubt regarding the Companys ability to continue as a going concern. | ||
2. |
Summary of Significant Accounting Policies | |
(a) |
Basis of Accounting | |
These financial statements and related notes are presented in accordance with accounting principles generally accepted in the United States. The Companys fiscal year end is December 31. | ||
(b) |
Interim financial statements | |
The interim unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and with the instructions for Securities and Exchange Commission (SEC) Form 10-Q. | ||
They do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. Therefore, these financial statements should be read in conjunction with the Companys audited financial statements and notes thereto for the year ended December 31, 2010, included in the Companys Annual Report on Form 10-K filed on March 31, 2011, with the SEC. | ||
The financial statements included herein are unaudited; however, they contain all normal recurring accruals and adjustments that, in the opinion of management, are necessary to present fairly the Companys financial position as at March 31, 2011, and the results of its operations and cash flows for the three months ended March 31, 2011 and 2010. The results of operations for the three months ended March 31, 2011 are not necessarily indicative of the results to be expected for future quarters or the full year. | ||
(c) |
Use of Estimates | |
The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company regularly evaluates estimates and assumptions related to the recoverability of long-lived assets, donated expenses and deferred income tax asset valuation allowances. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Companys estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected. | ||
(d) |
Cash and Cash Equivalents | |
The Company considers all highly liquid instruments with a maturity of three months or less at the time of issuance to be cash equivalents. |
F-5
Teckmine Industries, Inc. |
(An Exploration Stage Company) |
Notes to the Financial Statements |
(Expressed in U.S. dollars) |
(Unaudited) |
2. |
Summary of Significant Accounting Policies (continued) | |
(e) |
Foreign Currency Translation | |
The Companys functional and reporting currency is the United States dollar. Occasional transactions may occur in Canadian dollars and management has adopted ASC 740 Foreign Currency Translation Matters. Monetary assets and liabilities denominated in foreign currencies are translated using the exchange rate prevailing at the balance sheet date. Non-monetary assets and liabilities denominated in foreign currencies are translated at rates of exchange in effect at the date of the transaction. Average monthly rates are used to translate revenues and expenses. Gains and losses arising on translation or settlement of foreign currency denominated transactions or balances are included in the determination of income. The Company has not, to the date of these financial statements, entered into derivative instruments to offset the impact of foreign currency fluctuations. | ||
(f) |
Fair Value of Financial Instruments | |
The Companys financial instruments consist principally of cash, accounts payable and due to related parties. Pursuant to ASC 820, Fair Value Measurements and Disclosures and ASC 825, Financial Instruments the fair value of cash equivalents is determined based on Level 1 inputs, which consist of quoted prices in active markets for identical assets. The recorded values of other financial instruments approximate their current fair values because of their nature and respective relatively short maturity dates or durations. | ||
(g) |
Income Taxes | |
Potential benefits of income tax losses are not recognized in the accounts until realization is more likely than not. The Company has adopted ASC 740, Income Taxes as of its inception. Pursuant to ASC 740 the Company is required to compute tax asset benefits for net operating losses carried forward. The potential benefits of net operating losses have not been recognized in these financial statements because the Company cannot be assured it is more likely than not it will utilize the net operating losses carried forward in future years. | ||
(h) |
Mineral Property Costs | |
The Company has been in the exploration stage since its formation on May 19, 2004 and has not yet realized any revenues from its planned operations. It is primarily engaged in the acquisition, exploration and development of mineral properties. Mineral property acquisition costs are initially capitalized when management has determined that probable future benefits consisting of a contribution to future cash inflows have been identified and adequate financial resources are available or are expected to be available as required to meet the terms of property acquisition and budgeted exploration and development expenditures. Mineral property exploration costs are expensed as incurred if the criteria for capitalization are not met. In the event that a mineral property is acquired through the issuance of the Companys shares, the mineral property will be recorded at the fair value of the respective property or the fair value of common shares, whichever is more readily determinable. | ||
When mineral properties are acquired under option agreements with future acquisition payments to be made at the sole discretion of the Company, those future payments, whether in cash or shares, are recorded only when the Company has made or is obliged to make the payment or issue the shares. When it has been determined that a mineral property can be economically developed as a result of establishing proven and probable reserves and bankable feasibility, the costs incurred to develop such property are capitalized. | ||
(i) |
Long-lived Assets | |
In accordance with ASC 360, Property Plant and Equipment the Company tests long-lived assets or asset groups for recoverability when events or changes in circumstances indicate that their carrying amount may not be recoverable. Circumstances which could trigger a review include, but are not limited to: significant decreases in the market price of the asset; significant adverse changes in the business climate or legal factors; accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction of the asset; current period cash flow or operating losses combined with a history of losses or a forecast of continuing losses associated with the use of the asset; and current expectation that the asset will more likely than not be sold or disposed significantly before the end of its estimated useful life. Recoverability is assessed based on the carrying amount of the asset and its fair value which is generally determined based on the sum of the undiscounted cash flows expected to result from the use and the eventual disposal of the asset, as well as specific appraisal in certain instances. An impairment loss is recognized when the carrying amount is not recoverable and exceeds fair value. |
F-6
Teckmine Industries, Inc. |
(An Exploration Stage Company) |
Notes to the Financial Statements |
(Expressed in U.S. dollars) |
(Unaudited) |
2. |
Summary of Significant Accounting Policies (continued) | |
(j) |
Asset Retirement Obligations | |
The Company follows the provisions of ASC 440 Asset Retirement and Environmental Obligations, which establishes standards for the initial measurement and subsequent accounting for obligations associated with the sale, abandonment or other disposal of long-lived tangible assets arising from the acquisition, construction or development and for normal operations of such assets. The Company did not have any asset retirement obligations as of March 31, 2011 and December 31, 2010. | ||
(k) |
Basic and Diluted Net Income (Loss) Per Share | |
The Company computes net earnings (loss) per share in accordance with ASC 260, Earnings Per Share which requires presentation of both basic and diluted earnings per share (EPS) on the face of the income statement. Basic EPS is computed by dividing net earnings (loss) available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti dilutive. | ||
(l) |
Comprehensive Income | |
ASC 220, Comprehensive Income establishes standards for the reporting and display of comprehensive loss and its components in the financial statements. As at March 31, 2011 and 2010, the Company has no items that represent other comprehensive loss and, therefore, has not included a schedule of comprehensive loss in the financial statements. | ||
(m) |
Recently Issued Accounting Pronouncements | |
The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations. | ||
3. |
Mineral Property | |
The Company entered into an agreement dated November 10, 2004 whereby the Company was granted an option in consideration for $22,500 (paid) to acquire a 50% interest in a mineral property located in British Columbia, Canada. The Company may exercise the option by incurring a minimum of $250,000 of exploration expenditures on the property prior to May 10, 2006. In fiscal 2006, the Company negotiated to extend the terms of the agreement by a further 12 months by paying an additional $10,000. On May 9, 2007, the Company extended the terms of the mineral property option agreement a further 18-month extension to November 9, 2008 by paying an additional $22,500. At December 31, 2007, the Company recognized an impairment of $22,500 (2006 - $10,000) as it had not yet been determined whether there were proven or probable reserves on the property. Upon the expiry of the second extension of the option agreement on November 9, 2008, the Company decided not to pursue this property and formally relinquished any entitlement to the property. | ||
4. |
Related Party Transactions | |
(a) |
During the three months ended March 31, 2011, the Company recognized $1,500 (2010 - $1,500) for donated services at $500 per month and $750 (2010 - $750) for donated rent at $250 per month provided by the President of the Company. | |
(b) |
As at March 31, 2011, the total amount of $182,964 (December 31, 2010 - $154,809) is owed to the President of the Company, a director and two shareholders. The amounts due are non-interest bearing, unsecured and due on demand. | |
5. |
Fair Value Measurements | |
The Companys financial instruments consist principally of cash, accounts payable and amounts due to related parties. Pursuant to ASC 820, the fair value of the Companys cash equivalents is determined based on Level 1 inputs, which consist of quoted prices in active markets for identical assets. The carrying values of all other financial instruments approximate their current fair values because of their nature and respective maturity dates or durations. |
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Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations.
FORWARD-LOOKING STATEMENTS
This report contains forward-looking statements. Forward-looking statements are projections in respect of future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as may, should, intends, expects, plans, anticipates, believes, estimates, predicts, potential, or continue or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks in the section entitled Risk Factors, which may cause our or our industrys actual results, levels of activity or performance to be materially different from any future results, levels of activity or performance expressed or implied by these forward-looking statements.
Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity or performance. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.
In this report, unless otherwise specified, all dollar amounts are expressed in United States dollars and all references to common shares refer to the common shares in our capital stock.
As used in this report and unless otherwise indicated, the terms we, us and our refer to Teckmine Industries, Inc.
Corporate History
We were incorporated in the state of Nevada on May 19, 2004. Our executive and head office is located at Suite 239 280 Nelson Street, Vancouver, British Columbia, Canada V6B 2E2. The telephone number of our executive and head office is 778.737.0389.
On November 10, 2004, we entered into an option agreement with Goldbridge Resources Ltd., which granted us the right to acquire a 50% interest in the Pioneer Extension Property in consideration for $22,500. The $22,500 was paid to Goldbridge Resources Ltd. in two installments, consisting of a payment of $11,250 upon the execution of the option agreement and a payment of $11,250 on February 10, 2005.
The term of the option agreement commenced on November 10, 2004, and extended for a period of 18 months until May 10, 2006. We extended the term of the option agreement by an additional twelve months until May 10, 2007 by paying Goldbridge Resources an additional $10,000 in September 2006. On May 9, 2007, we entered into a subsequent option agreement with Goldbridge Resources Ltd. which included similar terms to the option agreement dated November 10, 2004. The May 9, 2007 agreement granted us the right to acquire a 50% interest in the Pioneer Extension Property in consideration for $22,500. The first installment of $11,250 was paid to Goldbridge Resources Ltd. upon the execution of the agreement and the final payment of $11,250 was paid on November 13, 2007. To exercise the option and acquire the 50% interest in the property, we had to make a minimum of $250,000 of expenditures on the Pioneer Extension Property on or before November 9, 2008.
We were unable to raise the financing necessary to carry out the recommended exploration program and results from other exploration programs on neighboring areas showed uneconomic mineralization. In addition, the 2008 financial crises and related liquidity problems have made capital raising increasingly difficult for exploration stage mining companies to obtain the financing necessary to undertake exploration programs.
As a result of these factors, our company has decided to not renew the option agreement of the Pioneer Extension Property with Goldbridge Resources and the option on our sole property lapsed on November 10, 2008. As of the date hereof, we do not own any property interests.
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We are currently seeking suitable opportunities with established business entities for the merger or other form of business combination with our company. Although our company was not successful in raising the funds to explore the Pioneer Extension Property, we may identify target companies which hold alternate mineral properties which are suitable for exploration and development. In certain instances, a target business may wish to become a subsidiary of us or may wish to contribute assets to us rather than merge. Although we are searching for such opportunities, we have not entered into any definitive agreements to date and there can be no assurance that we will be able to enter into any definitive agreements. We anticipate that any new acquisition or business opportunities by our company will require additional financing. There can be no assurance, however, that we will be able to acquire the financing necessary to enable us to pursue our plan of operation and enter into such an agreement. If our company requires additional financing and we are unable to acquire such funds, our business may fail.
Even if we are able to enter into a business opportunity and obtain the necessary funding, there is no assurance that any revenues would be generated by us or that revenues generated would be sufficient to provide a return to investors.
Results of Operations
There were no material changes in our results of operations as our results of operations were consistent with past periods. We did not generate or realize any revenues from our business operations and our expenses were related to complying with our obligations as a reporting company under the Securities Exchange Act of 1934. These expenses consisted primarily of professional fees relating to the preparation of our financial statements and completion of our annual report, quarterly reports and current reports filings with the Securities and Exchange Commission.
During the three months ended March 31, 2011, we incurred expenses of $23,233 compared to $13,999 during the three months ended March 31, 2010. The increase in expenses during the three months ended March 31, 2011 resulted from increased general and administrative expenses. We have not generated any revenue since our inception.
As of March 31, 2011, our company had cash of $15,677 and a working capital deficit of $183,318. We estimate our operating expenses and working capital requirements for the next twelve period to be as follows:
1. |
$15,000 in connection with our company locating, evaluating and negotiating potential business opportunities; |
2. |
$40,000 for operating expenses, including professional legal and accounting expenses associated with our company being a reporting issuer under the Securities Exchange Act of 1934; and |
3. |
$24,000 for management and administrative costs. |
We will incur additional expenses if we are successful in entering into an agreement to acquire a suitable business opportunity. If we enter into such an agreement, we anticipate that we will require significant funds to develop the business in addition to any acquisition costs. It is not possible to estimate such funding requirements until such time as we enter into a business combination.
Liquidity and Capital Resources
We had cash of $15,677 as of March 31, 2011 compared to cash of $1,278 as of December 31, 2010. We had a working capital deficit of $183,318 as of March 31, 2011 compared to working capital deficit of $162,335 as of December 31, 2010. We have suffered recurring losses from inception. The ability of our company to meet our financial liabilities and commitments is primarily dependent upon the continued financial support of our directors and shareholders, the continued issuance of equity to new shareholders, and our ability to achieve and maintain profitable operations.
Management believes that our companys cash balance will not be sufficient to meet our working capital requirements for the next twelve month period. We estimate that we will require $79,000 over the next twelve
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month period and at least $183,318 to eliminate our working capital deficiency, exclusive of any acquisition or development costs. This amount may also increase if we are required to carry out due diligence investigations in regards to any prospective business opportunity or if the costs of negotiating the applicable transaction are greater than anticipated. Our company plans to raise the capital required to satisfy our immediate short-term needs and additional capital required to meet our estimated funding requirements for the next twelve months primarily through the private placement of our equity securities. There is no assurance that our company will be able to obtain further funds required for our continued working capital requirements.
In addition to the issues set out above regarding our ability to raise capital, global economies are currently undergoing a period of economic uncertainty related to the tightening of credit markets worldwide. This has resulted in numerous adverse effects, including unprecedented volatility in financial markets and stock prices, slower economic activity, decreased consumer confidence and commodity prices, reduced corporate profits and capital spending, increased unemployment, liquidity concerns and volatile but generally declining energy prices. We anticipate that the current economic conditions and the credit shortage will adversely impact our ability to raise financing. In addition, if the future economic environment continues to be less favorable than it has been in recent years, we may experience difficulty in locating a suitable business opportunity to acquire or enter into a business combination.
Operating Activities
Operating activities used cash of $10,833 during the three months ended March 31, 2011 as compared to $5,692 during the three months ended March 31, 2010.
Financing Activities
Financing activities provided cash of $25,232 during the three months ended March 31, 2011 as compared to $2,953 during the three months ended March 31, 2010. Cash provided from financing activities during the three months ended March 31, 2011 resulted from advances from related parties.
Investing Activities
Investing activities provided cash of $Nil during the three months ended March 31, 2011 and 2010.]
Off-Balance Sheet Arrangements
We have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial position, revenues and expenses, results of operations, liquidity, capital expenditures or capital resources that are material to stockholders.
Going Concern
There is substantial doubt about our ability to continue as a going concern as the continuation of our business is dependent upon obtaining further long-term financing, entering into a suitable business opportunity and achieving a profitable level of operations. The issuance of additional equity securities by us could result in a significant dilution in the equity interests of our current stockholders. Obtaining commercial loans, assuming those loans would be available, will increase our liabilities and future cash commitments.
Due to the uncertainty of our ability to meet our current operating and capital expenses, in their report on our audited financial statements for the year ended December 31, 2010, our independent auditors included an explanatory paragraph regarding substantial doubt about our ability to continue as a going concern. Our statements contain additional note disclosures describing the circumstances that lead to this disclosure by our independent auditors.
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Application of Critical Accounting Policies
Our financial statements and accompanying notes are prepared in accordance with generally accepted accounting principles used in the United States. Preparing financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, and expenses. These estimates and assumptions are affected by managements application of accounting policies. We believe that understanding the basis and nature of the estimates and assumptions involved with the following aspects of our financial statements is critical to an understanding of our financials.
Mineral Property Costs
Our company has been in the exploration stage since its formation on May 19, 2004 and has not yet realized any revenues from its planned operations. Our company is primarily engaged in the acquisition, exploration and development of mineral properties. Mineral property acquisition costs are capitalized when management has determined that probable future benefits consisting of a contribution to future cash inflows have been identified and adequate financial resources are available or are expected to be available as required to meet the terms of property acquisition and budgeted exploration and development expenditures. Mineral property acquisition costs are expensed as incurred if the criteria for capitalization are not met. In the event that a mineral property is acquired through the issuance of our companys shares, the mineral property will be recorded at the fair value of the respective property or the fair value of common shares, whichever is more readily determinable.
When mineral properties are acquired under option agreements with future acquisition payments to be made at the sole discretion of our company, those future payments, whether in cash or shares, are recorded only when we have made or are obliged to make the payment or issue the shares. When it has been determined that a mineral property can be economically developed as a result of establishing proven and probable reserves and bankable feasibility, the costs incurred to develop such property are capitalized.
Long-lived Assets
In accordance with ASC 360, Property Plant and Equipment our company tests long-lived assets or asset groups for recoverability when events or changes in circumstances indicate that their carrying amount may not be recoverable. Circumstances which could trigger a review include, but are not limited to: significant decreases in the market price of the asset; significant adverse changes in the business climate or legal factors; accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction of the asset; current period cash flow or operating losses combined with a history of losses or a forecast of continuing losses associated with the use of the asset; and current expectation that the asset will more likely than not be sold or disposed significantly before the end of its estimated useful life. Recoverability is assessed based on the carrying amount of the asset and its fair value which is generally determined based on the sum of the undiscounted cash flows expected to result from the use and the eventual disposal of the asset, as well as specific appraisal in certain instances. An impairment loss is recognized when the carrying amount is not recoverable and exceeds fair value.
Recent Accounting Pronouncements
Our company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
Not applicable.
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Item 4. Controls and Procedures.
Disclosure Controls and Procedures
As required by paragraph (b) of Rules 13a-15 or 15d-15 under the Exchange Act, our principal executive officer and principal financial officer evaluated our companys disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) as of the end of the period covered by this quarterly report on Form 10-Q. Based on this evaluation, these officers concluded that as of the end of the period covered by this quarterly report on Form 10-Q, these disclosure controls and procedures were not effective to ensure that the information required to be disclosed by our company in reports it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission and include controls and procedures designed to ensure that such information is accumulated and communicated to our companys management, including our companys principal executive officer and principal financial officer, to allow timely decisions regarding required disclosure. The conclusion that our disclosure controls and procedures were not effective was due to the presence of the following material weaknesses in internal control over financial reporting which are indicative of many small companies with small staff: (i) inadequate segregation of duties and effective risk assessment; (ii) insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of both US GAAP and SEC guidelines; (iii) inadequate security and restricted access to computer systems including insufficient disaster recovery plans; (iv) no written whistle-blower policy; (v) inadequate knowledge to address complex accounting and tax issues that may arise; and (vi) risk to our company as a going concern in the event the sole executive officer of our company is unable to fulfill this role due to death or incapacitation. Management anticipates that such disclosure controls and procedures will not be effective until the material weaknesses are remedied.
Our company plans to take steps to enhance and improve the design of our internal controls over financial reporting. During the period covered by this quarterly report on Form 10-Q, we have not been able to remediate the material weaknesses identified above. To remediate such weaknesses, we plan to implement the following changes during our fiscal year ending December 31, 2011: (i) appoint additional qualified personnel to address inadequate segregation of duties and ineffective risk management; (ii) adopt sufficient written policies and procedures for accounting and financial reporting and a whistle-blower policy; and (iii) implement sufficient security and restricted access measures regarding our computer systems and implement a disaster recovery plan. The remediation efforts set out in (i) and (iii) are largely dependent upon our company securing additional financing to cover the costs of implementing the changes required. If we are unsuccessful in securing such funds, remediation efforts may be adversely effected in a material manner.
Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues, if any, within our company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake.
Changes in Internal Control over Financial Reporting
There have been no changes in our internal controls over financial reporting that occurred during the quarter ended March 31, 2011 that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings.
We know of no material, active or pending legal proceedings against our company, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which any of our directors, officers or affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to our interest.
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Item 1A. Risk Factors
Much of the information included in this quarterly report includes or is based upon estimates, projections or other forward looking statements. Such forward looking statements include any projections and estimates made by us and our management in connection with our business operations. While these forward-looking statements, and any assumptions upon which they are based, are made in good faith and reflect our current judgment regarding the direction of our business, actual results will almost always vary, sometimes materially, from any estimates, predictions, projections, assumptions or other future performance suggested herein.
Such estimates, projections or other forward looking statements involve various risks and uncertainties as outlined below. We caution the reader that important factors in some cases have affected and, in the future, could materially affect actual results and cause actual results to differ materially from the results expressed in any such estimates, projections or other forward looking statements.
We have had negative cash flows from operations and if we are not able to obtain further financing, our business operations may fail.
We had cash in the amount of $15,677 and a working capital deficit of $183,318 as of March 31, 2011. We do not have sufficient funds to independently finance the acquisition of suitable business opportunities, nor do we have the funds to independently finance our daily operating costs. We do not expect to generate any revenues for the foreseeable future. Accordingly, we will require additional funds, either from equity or debt financing, to maintain our daily operations and to locate and acquire suitable business opportunities. Obtaining additional financing is subject to a number of factors, including market acceptance of projects, investor acceptance of any business opportunity we may acquire in the future, and investor sentiment. Financing, therefore, may not be available on acceptable terms, if at all. The most likely source of future funds presently available to us is through the sale of equity capital. Any sale of share capital, however, will result in dilution to existing shareholders. If we are unable to raise additional funds when required, we may be forced to delay our plan of operation and our entire business may fail.
We currently do not generate revenues, and as a result, we face a high risk of business failure.
We do not hold an interest in any business or revenue generating property. From the date of our incorporation, we have primarily focused on the location and acquisition of mineral and oil and gas properties. We have not generated any revenues to date. In order to generate revenues, we will incur substantial expenses in the location, acquisition and development of a prospective property or the acquisition of a suitable business. We therefore expect to incur significant losses into the foreseeable future. We recognize that if we are unable to generate significant revenues from our activities, our entire business may fail. There is no history upon which to base any assumption as to the likelihood that we will be successful in our plan of operation, and we can provide no assurance to investors that we will generate any operating revenues or achieve profitable operations.
In our managements report on internal controls over financial reporting, we identified a number of material weaknesses related to our internal control over financial reporting and concluded that our internal control over financial reporting and disclosure controls and procedures were ineffective as of March 31, 2011. These material weaknesses remain unremedied, which could continue to impact our ability to report results of operations and financial condition accurately and in a timely manner.
We have identified a number of material weaknesses in our internal control over financial reporting. Our management assessed the effectiveness of our internal control over financial reporting and disclosure controls and procedures as at March 31, 2011 pursuant to Section 404 of the Sarbanes-Oxley Act of 2002 and the related SEC rules and concluded that our internal control over financial reporting and disclosure controls and procedures were not effective as at March 31, 2011. Specifically, they concluded that six material weaknesses existed as at March 31, 2011 which are set out in Item 4 under the heading Controls and Procedures. Although we intend to remediate such material weaknesses as set out in Item 4, we have not yet been able to address these material weaknesses and they may continue to remain unremedied for some time, which could adversely impact the accuracy and timeliness of future reports and filings we make to the SEC and could have a material adverse effect on our business, results of operations, financial condition and liquidity.
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If we are unable to hire and retain key personnel, we may not be able to implement our plan of operation and our business may fail.
Our success will be largely dependent on our ability to hire and retain highly qualified personnel. This is particularly true in the highly technical businesses of mineral and oil and gas exploration. These individuals may be in high demand and we may not be able to attract the staff we need. In addition, we may not be able to afford the high salaries and fees demanded by qualified personnel, or we may fail to retain such employees after they are hired.
At present, we have not hired any key personnel. Our failure to hire key personnel when needed will have a significant negative effect on our business.
Our directors and sole officer are engaged in other business activities and accordingly may not devote sufficient time to our business affairs, which may affect our ability to conduct operations and generate revenues.
Our two directors and sole officer are involved in other business activities. Raymond Irvine, our president, secretary, treasurer and a director, spends approximately 15 hours, or 33%, of his business time on the management of our company and Patrick Smyth, a director, spends approximately 10 hours, or 20%, of his business time on the management of our company. As a result of their other business endeavors, Mr. Irvine and Mr. Smyth may not be able to devote sufficient time to our business affairs, which may negatively affect our ability to conduct our ongoing operations and our ability to generate revenues. In addition, the management of our company may be periodically interrupted or delayed as a result of Mr. Irvines or Mr. Smyths other business interests.
Our common stock is illiquid and shareholders may be unable to sell their shares.
There is currently no market for our common stock and we can provide no assurance to investors that a market will develop. If a market for our common stock does not develop, our shareholders may not be able to re-sell the shares of our common stock that they have purchased and they may lose all of their investment. Public announcements regarding our company, changes in government regulations, conditions in our market segment or changes in earnings estimates by analysts may cause the price of our common shares to fluctuate substantially. In addition, stock prices for junior mining and oil and gas companies fluctuate widely for reasons that may be unrelated to their operating results. These fluctuations may adversely affect the trading price of our common shares.
Penny stock rules will limit the ability of our stockholders to sell their stock.
The Securities and Exchange Commission has adopted regulations which generally define penny stock to be any equity security that has a market price (as defined) less than $5.00 per share or an exercise price of less than $5.00 per share, subject to certain exceptions. Our securities are covered by the penny stock rules, which impose additional sales practice requirements on broker-dealers who sell to persons other than established customers and accredited investors. The term accredited investor refers generally to institutions with assets in excess of $5,000,000 or individuals with a net worth in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly with their spouse. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document in a form prepared by the Securities and Exchange Commission which provides information about penny stocks and the nature and level of risks in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction and monthly account statements showing the market value of each penny stock held in the customers account. The bid and offer quotations, and the broker-dealer and salesperson compensation information, must be given to the customer orally or in writing prior to effecting the transaction and must be given to the customer in writing before or with the customers confirmation. In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from these rules, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchasers written agreement to the transaction. These disclosure requirements may have the effect of reducing the level of trading activity in the secondary market for the stock that is subject to these penny stock rules. Consequently, these penny stock rules may affect the ability of broker-dealers to trade our securities. We believe that the penny stock rules discourage investor interest in and limit the marketability of our common stock.
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The Financial Industry Regulatory Authority, or FINRA, has adopted sales practice requirements which may also limit a shareholders ability to buy and sell our stock.
In addition to the penny stock rules described above, FINRA has adopted rules that require that in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending speculative low priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customers financial status, tax status, investment objectives and other information. Under interpretations of these rules, FINRA believes that there is a high probability that speculative low priced securities will not be suitable for at least some customers. FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy our common stock, which may limit your ability to buy and sell our stock and have an adverse effect on the market for its shares.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
None.
Item 3. Defaults Upon Senior Securities.
None.
Item 4. (Removed and Reserved).
Item 5. Other Information
None.
Item 6. Exhibits.
Exhibit | |
Number | Description |
(3) | (i) Articles of Incorporation; and (ii) Bylaws |
3.1 | Articles of Incorporation (incorporated by reference from our Registration Statement on Form SB-2 filed on May 15, 2007) |
3.2 | Bylaws (incorporated by reference from our Registration Statement on Form SB-2 filed on May 15, 2007) |
(14) | Codes of Ethics (incorporated by reference from our Annual Report on Form 10-KSB filed on March 31, 2008) |
(31) | Rule 13a-14(a)/15d-14(a) Certifications |
31.1* | Section 302 Certification under Sarbanes-Oxley Act of 2002 of Raymond Irvine |
(32) | Section 1350 Certifications |
32.1* | Section 906 Certification under Sarbanes-Oxley Act of 2002 of Raymond Irvine |
(99) | Additional Exhibits |
99.1 | Audit Committee Charter (incorporated by reference from our Annual Report on Form 10-K filed on April 1, 2009) |
* Filed herewith.
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.
TECKMINE INDUSTRIES, INC.
/s/ Raymond Irvine | |
Raymond Irvine | |
President, Secretary, Treasurer and Director | |
(Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer) | |
Dated: May 16, 2011 |
CERTIFICATION PURSUANT TO
SECTION 302 OF THE
SARBANES-OXLEY ACT OF 2002
I, Raymond Irvine, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Teckmine Industries, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrants other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting;
5. The registrants other certifying officer(s) and I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
Date: May 16, 2011
/s/ Raymond Irvine | |
Raymond Irvine | |
President, Secretary, Treasurer and Director | |
(Principal Executive Officer, | |
Principal Financial Officer and | |
Principal Accounting Officer) |
Exhibit 32.1
CERTIFICATION PURSUANT TO |
18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO |
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 |
The undersigned, Raymond Irvine, President, Secretary and Treasurer of Teckmine Industries, Inc., hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(1) |
the quarterly report on Form 10-Q of Teckmine Industries, Inc. for the period ended March 31, 2011 (the Report) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
(2) |
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Teckmine Industries, Inc. |
Dated: May 16, 2011
/s/ Raymond Irvine | |
Raymond Irvine | |
President, Secretary, Treasurer and Director | |
(Principal Executive Officer, Principal | |
Financial Officer and Principal Accounting | |
Officer) |
A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to Teckmine Industries, Inc. and will be retained by Teckmine Industries, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.