10-Q 1 e611208_10q-target.htm Unassociated Document
 
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 June 30, 2013
OR
 
o
TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
FOR THE TRANSITION PERIOD FROM _______ TO ________.
 
COMMISSION FILE NUMBER: 000-53328
 
TARGET ACQUISITIONS I, INC.
(Exact Name of Registrant as Specified in its Charter)
 
 Delaware
26-2895640
(State or other jurisdiction of  
(I.R.S. Employer
 incorporation or organization) 
Identification No.)
   
Chunshugou Luanzhuang Village, Zhuolu County, Zhangjiakou, Hebei Province, China
075600
(Address of principal executive offices)  
(Zip code)
 
Issuer's telephone number: 86-313-6732526 
 
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 o
  
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No o
 
 Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
 
Large accelerated filer o
 
Accelerated filer o
Non-accelerated filer o (Do not check if a smaller reporting company)
 
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 o   No x
  
State the number of shares outstanding of each of the issuer's classes of common equity, for the period covered by this report and as at the latest practicable date:
 
At August 1, 2013, we had outstanding 8,000,100 shares of common stock.
 
 
 TARGET ACQUISITIONS I, INC.
 
TABLE OF CONTENTS
 
PART I
FINANCIAL INFORMATION
 
 
PART II
OTHER INFORMATION
   
   
   
 
 
Special Note Regarding Forward Looking Statements
 
This report contains forward-looking statements. The forward-looking statements are contained principally in the section entitled “Management's Discussion and Analysis of Financial Condition and Results of Operations.” These statements involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements to be materially different from any future results, performances or achievements expressed or implied by the forward-looking statements. In some cases, you can identify forward-looking statements by terms such as “anticipates,” “believes,” “could,” “estimates,” “expects,” “intends,” “may,” “plans,” “potential,” “predicts,” “projects,” “should,” “would” and similar expressions intended to identify forward-looking statements. Forward-looking statements reflect our current views with respect to future events and are based on assumptions and subject to risks and uncertainties. Given these uncertainties, you should not place undue reliance on these forward-looking statements.

Also, forward-looking statements represent our estimates and assumptions only as of the date of this report. You should read this report and the documents that we reference and filed as exhibits to this report completely and with the understanding that our actual future results may be materially different from what we expect. Except as required by law, we assume no obligation to update any forward-looking statements publicly, or to update the reasons actual results could differ materially from those anticipated in any forward-looking statements, even if new information becomes available in the future.
 
 
 
CONSOLIDATED BALANCE SHEETS
 
JUNE 30, 2013 (UNAUDITED) AND DECEMBER 31, 2012
 
         
   
2013
   
2012
 
ASSETS
           
CURRENT ASSETS
           
Cash & equivalents
  $ 27,492     $ 28,302  
Inventory
    683,098       671,728  
Other receivable
    4,826       4,744  
Total current assets
    715,416       704,774  
NONCURRENT ASSETS
               
Property and equipment, net
    8,276,216       8,632,604  
Intangible assets, net
    549,703       560,132  
Construction in progress
    2,716,544       1,092,722  
Advance to suppliers
    -       389,786  
Deferred tax assets
    3,312       3,256  
Total noncurrent assets
    11,545,775       10,678,499  
TOTAL ASSETS
  $ 12,261,191     $ 11,383,273  
LIABILITIES AND STOCKHOLDERS' EQUITY
               
CURRENT LIABILITIES
               
Accounts payable
  $ 243     $ 239  
Accrued liabilities and other payables
    601,789       526,383  
Income tax payable
    133,798       131,528  
Advance from related party
    2,894,417       1,465,541  
Total current liabilities
    3,630,247       2,123,691  
NONCURRENT LIABILITIES
               
Payable to contractors
    890,155       875,030  
Accrued expense
    13,248       13,023  
Total noncurrent liabilities
    903,403       888,053  
Total liabilities
    4,533,650       3,011,744  
STOCKHOLDERS' EQUITY
               
Preferred stock: $0.001 par value; 10,000,000 shares
               
authorized, no shares issued and outstanding
    -       -  
Common stock, $0.001 par value; authorized shares
               
100,000,000; issued and outstanding 8,000,100
    8,000       8,000  
Additional paid in capital
    5,296,312       5,296,312  
Statutory reserves
    557,253       557,253  
Accumulated other comprehensive income
    707,314       568,318  
Retained earnings
    1,158,662       1,941,646  
Total stockholders' equity
    7,727,541       8,371,529  
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY
  $ 12,261,191     $ 11,383,273  
 
The accompanying notes are an integral part of these consolidated financial statements.
 

 
 
CONSOLIDATED STATEMENTS OF OPERATIONS AND OTHER COMPREHENSIVE LOSS
 
SIX MONTHS ENDED JUNE 30, 2013 AND 2012
 
(UNAUDITED)
 
                         
   
Six months ended June 30,
   
Three months ended June 30,
 
   
2013
   
2012
   
2013
   
2012
 
                         
Operating expenses
                       
General and administrative
    782,755       838,811       401,014       409,764  
                                 
Loss from operations
    (782,755 )     (838,811 )     (401,014 )     (409,764 )
                                 
Non-operating income (expenses)
                               
Interest income
    39       169       20       103  
Interest expense
    -       (920 )     -       -  
Financial expense
    (269 )     (301 )     (47 )     (213 )
                                 
Total non-operating expenses, net
    (230 )     (1,052 )     (27 )     (110 )
                                 
Loss before income tax
    (782,985 )     (839,863 )     (401,041 )     (409,874 )
                                 
Net loss
    (782,985 )     (839,863 )     (401,041 )     (409,874 )
                                 
Other comprehensive income
                               
Foreign currency translation gain (los
    138,996       (36,098 )     117,071       (45,814 )
                                 
Net comprehensive loss
  $ (643,989 )   $ (875,961 )   $ (283,970 )   $ (455,688 )
                                 
Basic weighted average shares outstandin
    8,000,100       8,000,100       8,000,100       8,000,100  
                                 
Basic net loss per share
  $ (0.10 )   $ (0.10 )   $ (0.05 )   $ (0.05 )
 
The accompanying notes are an integral part of these consolidated financial statements.
 

 
 
CONSOLIDATED STATEMENTS OF CASH FLOWS
 
SIX MONTHS ENDED JUNE 30, 2013 AND 2012
 
(UNAUDITED)
 
             
             
   
2013
   
2012
 
             
CASH FLOWS FROM OPERATING ACTIVITIES:
           
Net loss
  $ (782,985 )   $ (839,863 )
Adjustments to reconcile net loss to net cash
               
used in operating activities:
               
Depreciation and amortization
    529,254       525,094  
(Increase) decrease in assets and liabilities:
               
Inventory
    238       (3,232 )
Other receivable
    -       (5,521 )
Advance to supplier
    -       (164,010 )
Accounts payable
            8,450  
Accrued liabilities and other payables
    67,841       172,577  
                 
Net cash used in operating activities
    (185,652 )     (306,505 )
                 
CASH FLOWS FROM INVESTING ACTIVITIES:
               
Construction in progress
    (1,196,290 )     (464,446 )
Acquisition of property, plant & equipment
    (8,812 )     (25,657 )
                 
Net cash used in investing activities
    (1,205,102 )     (490,103 )
                 
CASH FLOWS FROM FINANCING ACTIVITIES:
               
Advance from related party
    1,389,467       636,395  
                 
Net cash provided by financing activities
    1,389,467       636,395  
                 
EFFECT OF EXCHANGE RATE CHANGE ON CASH & EQUIVALE
    477       (301 )
                 
NET DECREASE IN CASH & EQUIVALENTS
    (810 )     (160,514 )
                 
CASH & EQUIVALENTS, BEGINNING OF PERIOD
    28,302       196,116  
                 
CASH & EQUIVALENTS, END OF PERIOD
  $ 27,492     $ 35,602  
                 
Supplemental Cash flow data:
               
Income tax paid
  $ -     $ -  
Interest paid
  $ -     $ -  
 
The accompanying notes are an integral part of these consolidated financial statements.
 
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2013 (UNAUDITED) AND DECEMBER 31, 2012
   
1.   ORGANIZATION AND DESCRIPTION OF BUSINESS
 
Target Acquisitions I, Inc. (“the Company” or “Target” or “Group”) was incorporated in Delaware on June 27, 2008.
 
We operate our business in China through China Jinxin, our variable interest entity which we control through a series of agreements. China Jinxin is an early stage mining company which processes iron ore at its production facility in Hebei Province. China Jinxin currently does not own any mines or hold any mining rights.
 
China Jinxin’s results of operations, assets and liabilities are consolidated in the Company’s financial statements from the earliest period presented.  The Group’s structure as of June 30, 2013 is as follows:

 
 
Through contractual arrangements among China Tongda and China Jinxin, and its shareholders, the Company controls China Jinxin’s operations and financial affairs. As a result of these agreements, China Tongda is considered the primary beneficiary of China Jinxin (see Note 2) and accordingly, China Jinxin’s results of operations and financial condition are consolidated in the Group financial statements. All issued and outstanding shares of China Jinxin are ultimately held by 15 Chinese citizens.

The consolidated interim financial information as of June 30, 2013 and for the six and three month periods ended June 30, 2013 and 2012 was prepared without audit, pursuant to the rules and regulations of the SEC. Certain information and footnote disclosures, which are normally included in consolidated financial statements prepared in accordance with generally accepted accounting principles in the United States of America (“US GAAP”) was not included. The interim consolidated financial information should be read in conjunction with the Financial Statements and the notes thereto, included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2012, previously filed with the SEC.  In the opinion of management, all adjustments (which include normal recurring adjustments) necessary to present a fair statement of the Company’s consolidated financial position as of June 30, 2013, results of operations and cash flows for the six and three month periods ended June 30, 2013 and 2012, as applicable, were made. The interim results of operations are not necessarily indicative of the operating results for the full fiscal year or any future periods. 
 
 
2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying consolidated financial statements are prepared in conformity with US GAAP. Target and Real Fortune BVI’s functional currency is the US Dollar (‘‘USD’’ or “$”), Real Fortune HK’s functional currency is Hong Kong Dollar (‘‘HKD’’) and China Tongda’s and China Jinxin’s functional currency is Chinese Renminbi (‘‘RMB’’). The accompanying financial statements are translated from functional currencies and presented in USD. 
 
Principles of Consolidation
 
The consolidated financial statements include the financial statements of the Company, its subsidiaries and its VIE for which the Company’s subsidiary China Tongda is the primary beneficiary. All transactions and balances among the Company, its subsidiaries and VIE are eliminated in consolidation.
 
The Company follows ASC 810 which requires a VIE be consolidated by a company if that company is subject to a majority of the risk of loss from the VIE or is entitled to a majority of the VIE’s residual returns.
 
Going Concern

The Company incurred a net loss of $0.78 million for the six months ended June 30, 2013. The Company also had a working capital deficit of $2.91 million as of June 30, 2013. In addition, the Company has refused to sell its iron ore concentrate to its sole customer because of the low price offered for the product.  These conditions raise a substantial doubt about the Company's ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. The Company is upgrading its equipment. Once the upgrading project is completed by the end of 2013, the Company will be able to resume production. Also, one shareholder of the Company indicated she will continue to fund the Company, although there is no written agreement in place and the Company currently owes $2.89 million to this shareholder.

Use of Estimates
 
In preparing financial statements in conformity with US GAAP, management makes estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the dates of the financial statements, as well as the reported amounts of revenues and expenses during the reporting period. Significant estimates, required by management, include the recoverability of long-lived assets, allowance for doubtful accounts, and the reserve for obsolete and slow-moving inventories. Actual results could differ from those estimates. 
 
Cash and Equivalents
 
For financial statement purposes, the Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents.
 
Inventory
 
Inventory consists of iron ore, iron ore concentrate and supplies. Inventory is valued at the lower of average cost or market, cost being determined on a moving weighted average basis method; including labor and all production overheads.
 
 
Property and Equipment
 
Property and equipment are stated at cost, less accumulated depreciation. Major repairs and betterments that significantly extend original useful lives or improve productivity are capitalized and depreciated over the period benefited. Maintenance and repairs are expensed as incurred. When property and equipment are retired or otherwise disposed of, the related cost and accumulated depreciation are removed from the respective accounts, and any gain or loss is included in operations. Depreciation of property and equipment is provided using shorter of useful live of the property or the unit of depletion method. For shorter-lived assets the straight-line method over estimated lives ranging from 3 to 20 years is used as follows:
 
Office Equipment
3-5 years
Machinery
10 years
Vehicles
5 years
Building                       
20 years
 
Statement of Cash Flows
 
In accordance with FASB ASC Topic 230, “Statement of Cash Flows”, cash flows from the Company’s operations are calculated based upon the local currencies.  As a result, amounts related to assets and liabilities reported on the statement of cash flows may not necessarily agree with changes in the corresponding balances on the balance sheet.   
 
Foreign Currency Translation and Comprehensive Income (Loss)
 
The functional currency of China Jinxin is RMB. For financial reporting purposes, RMB is translated into USD as the reporting currency. Assets and liabilities are translated at the exchange rate in effect at the balance sheet dates. Revenues and expenses are translated at the average rate of exchange prevailing during the reporting period.
 
Translation adjustments arising from the use of different exchange rates from period to period are included as a component of stockholders’ equity as “Accumulated other comprehensive income”. Gains and losses resulting from foreign currency transactions are included in income. There was no significant fluctuation in the exchange rate for the conversion of RMB to USD after the balance sheet date. 
 
The Company uses FASB ASC Topic 220, “Comprehensive Income”.  Comprehensive income (loss) is comprised of net income and all changes to the statements of stockholders’ equity, except those due to investments by stockholders, changes in paid-in capital and distributions to stockholders. Comprehensive income (loss) for the six and three months ended June 30, 2013 and 2012 consisted of net loss and foreign currency translation adjustments.
 
Loss per Share
 
Basic loss per share is computed by dividing net loss by the weighted average number of common shares outstanding for the period. The Company has no dilutive securities as of June 30, 2013.
 
New Accounting Pronouncements

In February 2013, the FASB issued ASU 2013-2, Comprehensive Income (ASC Topic 220): Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income, the new ASU requires entities to disclose in a single location (either on the face of the financial statement that reports net income or in the notes) the effects of reclassifications out of accumulated other comprehensive income (AOCI). For items reclassified out of AOCI and into net income in their entirety, entities must disclose the effect of the reclassification on each affected net income item. For AOCI reclassification items that are not reclassified in their entirety into net income, entities must provide a cross-reference to other required U.S. GAAP disclosures. There is no change in the requirement to present the components of net income and other comprehensive income in either a single continuous statement or two separate consecutive statements.  The ASU does not change the items currently reported in other comprehensive income.
 
 
For public entities, the new disclosure requirements are effective for annual reporting periods beginning after December 15, 2012, and interim periods within those years (i.e., the second quarter of 2013 for entities with calendar year-ends). The ASU applies prospectively, and early adoption is permitted. The adoption of this ASU did not have a material impact to the Company’s consolidated financial statements.
 
As of June 30, 2013, there is no recently issued accounting standards not yet adopted that would have a material effect on the Company’s interim consolidated financial statements.
  
3.   INVENTORY
 
Inventory consisted of the following at June 30, 2013 and December 31, 2012:
 
   
2013
   
2012
 
Material
 
$
16,137
   
$
16,099
 
Finished goods
   
666,961
     
655,629
 
Total
 
$
683,098
   
$
671,728
 
 
4.   MINING RIGHTS

The Company is currently negotiating with the Department of Land and Resources of Hebei Province and the local Zhuolu County government to obtain the rights to mine in the location where it currently mines. Pending the final contract, the Company accrued the cost of mining rights based on the quantity of ore extracted (see Note 10). The Company used $0.38 (RMB 2.4 per ton) based on a royalty rate prescribed by the local authority based on purity of ore in the subject mines. If the rate per ton of ore changes when the contract is finalized, the Company will account for the change prospectively as a change in accounting estimate. 
 
5.   PROPERTY AND EQUIPMENT, NET
 
Property and equipment consisted of the following at June 30, 2013 and December 31, 2012: 
 
   
2013
   
2012
 
Building
 
$
7,058,452
   
$
6,938,518
 
Production equipment
   
4,153,750
     
4,074,421
 
Transportation equipment
   
1,248,361
     
1,227,149
 
Office equipment
   
100,106
     
98,406
 
Total
   
12,560,669
     
12,338,494
 
Less: Accumulated depreciation
   
(4,284,453
)
   
(3,705,890
)
Net
 
$
8,276,216
   
$
8,632,604
 
 
Depreciation for the six months ended June 30, 2013 and 2012 was $509,345 and $505,393, respectively. Depreciation for the three months ended June 30, 2013 and 2012 was $256,314 and $244,381, respectively.   
 
6.   ADVANCE FROM RELATED PARTY
 
At June 30, 2013, the Company owed a shareholder $2,894,417 for the purchase of equipment used in construction in progress and for working capital.  The $2,894,417 will not bear interest prior to the commencement of the Company's production pursuant to an amended loan agreement of January 16, 2013. Commencing on the production date, interest will begin to accrue at the bank's annual interest rate on certificates of deposit at that time on the amount outstanding from time to time and all amounts inclusive of accrued interest is to be repaid within three years of our commencement of production at the Zhuolu Mine.  The Company had not commenced the production as of June 30, 2013.
 
 
7.   INTANGIBLE ASSETS
 
Intangible assets consisted solely of land use rights. All land in the PRC is government-owned and cannot be sold to any individual or company. However, the government grants the user a “land use right” to use the land. The Company acquired land use rights during 2006 for $0.75 million (RMB 5 million).  The Company has the right to use the land for 20 years and is amortizing such rights on a straight-line basis for 20 years.
 
Intangible assets consisted of the following at June 30, 2013 and December 31, 2012:

   
2013
   
2012
 
Land use rights
 
$
804,443
   
$
790,774
 
Less: Accumulated amortization
   
(254,740
)
   
(230,642
)
Net
 
$
549,703
   
$
560,132
 
 
Amortization of intangible assets for the six months ended June 30, 2013 and 2012 was $19,909 and $19,717, respectively. Amortization of intangible assets for the three months ended June 30, 2013 and 2012 was $10,013 and $9,867, respectively. Annual amortization for the next five years from July 1, 2013, is expected to be: $39,800; $39,800; $39,800; $39,800 and $39,800.
 
8.   CONSTRUCTION IN PROGRESS

Construction in progress is for purchase of equipment and installation for future iron ore refining. The Company spent $1,196,290 for construction during the six months ended June 30, 2013, and had total construction in progress of $2,716,544 at June 30, 2013. The project is estimated to be completed by the year end of 2013
 
9.   DEFERRED TAX ASSETS
 
Deferred tax asset is the difference between the tax and book for accrued mine restoration cost. 
 
10.   ACCRUED LIABILITIES AND OTHER PAYABLES

CURRENT

Accrued liabilities and other payables consisted of the following at June 30, 2013 and December 31, 2012:
 
   
2013
   
2012
 
Accrued payroll
 
$
19,970
   
$
12,432
 
Accrued audit fee
   
57,358
     
56,384
 
Accrued mining rights (see note 4)
   
71,598
     
70,381
 
Other payables
   
452,863
     
387,186
 
Total
 
$
601,789
   
$
526,383
 
 
As of June 30, 2013, other payables consisted of a short-term borrowing of $128,700 from a third party for a capital contribution to China Tongda by Real Fortune HK, which bears no interest and is payable on demand; an advance from third parties of $324,163 for the new production line construction, this advance bears no interest and will be repaid when the project is completed.  As of December 31, 2012, other payables consisted of the short-term borrowing of $128,700 from a third party for a capital contribution to China Tongda by Real Fortune HK, which bears no interest and is payable on demand, an advance from third parties of $258,486 for the new production line construction, this advance bears no interest and will be repaid when the project is completed.
 

 
NONCURRENT
  
Under local environmental regulations, the Company is obligated at the end of the mine’s useful life to restore and rehabilitate the land that is used in the mining operation. The Company estimates it would cost $560,000 (RMB 3.5 million) to restore the entire mine after extracting all the economical ore for such efforts.
 
The Company accrued certain mine restoration expenses based on the actual production volume during the period it mines. As of June 30, 2013 and December 31, 2012, the long term accrued mine restoration cost was $13,248 and $13,023, respectively. There was no production during the six and three months ended June 30, 2013 and 2012.
 
11.   PAYABLE TO CONTRACTORS
 
In 2007 and 2008, the Company entered into contracts with an equipment supplier and a construction company for equipment and construction of a water pipeline for $5.75 million (RMB 38 million). The Company recorded the payable in 2009. In 2010, the Company amended the payment terms and paid $2.2 million (RMB 14.5 million) and agreed to pay the remaining balance as follows: $2.08 million (RMB 13.5 million) on December 31, 2011, and $1.47 million (RMB 10 million) on December 31, 2012.  During 2011, the Company paid $2.86 million (RMB 18.0 million). During 2012, the Company did not make any payment on this payable. As of June 30, 2013 and December 31, 2012, the Company has $890,155 and $875,030 of payable to contractors, respectively. On March 20, 2013, the Company amended the payment terms and agreed to pay the remaining balances of $890,155 (RMB 5,500,000) on December 31, 2014. Based on the amended agreement, if the Company pays in full by December 31, 2014, no interest will be charged. If the Company defaults, the Company agreed to pay interest starting on January 1, 2015 based on the current bank interest rate for the remaining balance at that time.
 
The Company recorded the restructuring of this payable in accordance with ASC 470-60-35-5, as it was a modification of its terms, it did not involve a transfer of assets or grant of an equity interest. Accordingly, the Company accounted for the effects of the restructuring prospectively from the time of restructuring, and did not change the carrying amount of the payable at the time of the restructuring as the carrying amount did not exceed the total future cash payments specified by the new terms.
 
12.   INCOME TAXES
 
The Company’s operating subsidiary is governed by the Income Tax Laws of the PRC and various local tax laws. Effective January 1, 2008, China adopted a uniform tax rate of 25% for all enterprises (including foreign-invested enterprises).
 
The following table reconciles the statutory rates to the Company’s effective tax rate for the six months ended June 30, 2013 and 2012:
 
   
2013
   
2012
US statutory rates (benefit)
   
(34.0
)%
   
(34.0
)%
Tax rate difference
   
9.0
%
   
9.0
%
Valuation allowance on NOL
   
 25.0
%
   
25
%
Tax per financial statements
   
 -
%
   
-
%
  
The following table reconciles the statutory rates to the Company’s effective tax rate for the three months ended June 30, 2013 and 2012:
 
   
2013
   
2012
US statutory rates (benefit)
   
(34.0
)%
   
(34.0
)%
Tax rate difference
   
9.0
%
   
9.0
%
Valuation allowance on NOL
   
 25.0
%
   
25
%
Tax per financial statements
   
 -
%
   
-
%
 
 
Consolidated foreign pretax earnings approximated $0 for both the six months ended June 30, 2013 and 2012, respectively. Pretax earnings of a foreign subsidiary are subject to US taxation when effectively repatriated. The Company provides income taxes on the undistributed earnings of non-US subsidiaries except to the extent those earnings are invested indefinitely outside the US. At June 30, 2013, $1.26 million of accumulated undistributed earnings of non-US subsidiaries was invested indefinitely. At the existing US federal income tax rate, additional taxes of approximately $114,000 would have to be provided if such earnings were remitted currently.

13. MAJOR CUSTOMER AND VENDORS
 
There were no sales in the six and three months ended June 30, 2013 and 2012. 

The Company made a 10 year strategic contract with Handan Steel Group Company (“HSG”) a state-owned enterprise, and agreed to sell all of its output to HSG. The selling price was to be based on market prices from time to time at a level that would ensure the Company a proper profit margin. HSG agreed to purchase all the Company’s products regardless of changes in the market. The Company is economically dependent on HSG. However, due to the high demand of iron ore concentrate in China, the Company believes there are other buyers available if HSG is unable or unwilling to execute the contract. The Company had no sales in the six and three months ended June 30, 2013 or 2012 due to the upgrading of its production lines for improving the iron ore refinement and iron ore concentration rate and its continued refusal to deliver concentrate produced during 2011 due to a pricing dispute with HSG. The upgraded production line project is expected to be finished by the year end of 2013.

There were no vendors which accounted for over 10% of the Company’s total purchases for the six or three months ended June 30, 2013 and 2012.
 
14.   STATUTORY RESERVES
 
Pursuant to the corporate law of the PRC effective January 1, 2006, the Company is now only required to maintain one statutory reserve by appropriating from its after-tax profit before declaration or payment of dividends. The statutory reserve represents restricted retained earnings.
 
15.   OPERATING RISKS
 
All mineral resources in China are owned by the state.  Thus, the Company’s ability to obtain iron ore is dependent upon the ability to obtain mineral rights from the relevant state authorities or purchase ore from another party that has  mining rights from the state.  It is generally not feasible to transport iron ore any significant distance before processing.  The Company has yet to obtain long term rights to any iron mine and there is no assurance the Company will be able to do so. Although the Company has extracted iron ore from the Zhuolu Mine on which the Company’s production facilities are located, the Company does not have the right to do so and can be subjected to various fines and penalties.  The Company is not able to determine the amount of fines and penalties at current stage; however, the Company believes the fine and penalty is negotiable with the authority. If the Company is not able to obtain mining rights to the Zhuolu Mine in the future, the Company will have to cease mining operations at the Zhuolu Mine and the Company will seek to acquire iron ore from third parties.  The failure to obtain iron ore reserves for processing at all or on reasonably acceptable terms would have a material adverse impact on our business and financial results.
 
 
Overview
 
We are a company engaged in iron ore mining, processing and the production of iron ore concentrate in the People’s Republic of China (“PRC”) through our variable interest entity ("VIE"), China Jinxin. Currently, our only product is iron ore concentrate.
 
 
On October 1, 2011, effective September 30, 2011, we acquired 100% of the issued and outstanding capital stock of Real Fortune BVI for 8,000,000 shares of our common stock, which effectively constituted 100% of our issued and outstanding capital stock immediately after the consummation of the acquisition.  The Share Exchange was accounted for as a recapitalization of Real Fortune BVI effected by a share exchange, wherein Real Fortune BVI was considered the acquirer for accounting and financial reporting purposes. The assets and liabilities of Real Fortune BVI were brought forward at their book value and no goodwill was recognized.  Consequently, the historical consolidated financial statements of Real Fortune BVI are now the historical financial statements of Target Acquisitions I, Inc.

As a result of our acquisition of Real Fortune BVI, we now own all of the issued and outstanding capital stock of Real Fortune BVI, which in turn owns all of the issued and outstanding capital stock of Real Fortune HK, which in turn owns all of the issued and outstanding capital stock of China Tongda. In addition, we effectively control China Jinxin through the VIE Agreements among China Tongda, China Jinxin and the shareholders of China Jinxin.   
 
Status of Production
 
Through China Jinxin we currently own an iron ore concentrate production line in Zhuolu County with an annual production capacity of 300,000 tons of iron ore concentrate. We began construction of this facility in 2007 and initiated production  in March 2010.  Our operations to date have been limited. We have not obtained the necessary permits to mine any iron ore. Initially we were granted the right to process iron ore recovered during the construction of our production facilities and ancillary roads; however, from August 2010 until December 2011, we mined iron ore on the mine upon which our production facilities are located even though we do not have the right to do so. In December 2011, we stopped mining because we shut down our production facility to upgrade the production lines.  If, in the future, we are unable to obtain the necessary permits to mine at the mine on which our production facility is located or in the areas surrounding our production facilities, we will have to purchase iron ore from third parties for processing at our production facilities.
  
To date, we have received only temporary manufacturing licenses granted by the agencies of the local government, which allow us to process ore that we obtained from Zhuolu Mine, the mine on which our facility is located, or other third parties to utilize our facility.
 
Our ability to profit from our facility is dependent upon our ability to extract and process iron ore from the Zhuolu Mine and sell the output for a price that enables us to profit.  To date, all of our sales have been made to a single customer.  We entered into a ten-year contract with this customer which expires in January 2019.  Pursuant to this agreement, we agreed to sell the customer, Handan Steel Group Company (“HSG”) all of the output from our facility, which it agreed to purchase. The price paid to us by HSG is to be determined by HSG in light of the quality of our product and market prices and is to be such that it results in a proper margin to us. Thus, our ability to profit from our current production facility over the next six years will be determined by the prices we receive from HSG.  We cannot guarantee that HSG will not offer a price below what it pays to the Company’s competitors. The lower price will reduce our profit margin. However, if we are not satisfied with the price set by HSG, we can attempt to renegotiate the price. In an effort to obtain a higher price from HSG, we have yet to deliver iron ore concentrate we produced in the fourth quarter of 2011.
 
The volume of the iron ore concentrate we sell is determined, in part, by the quality of the crude iron ore we process and the rate at which we process such crude ore.  Inasmuch as the price we sell our concentrate to HSG should result in a gross profit, our ability to operate profitably will be determined by the volume of iron ore concentrate we produce and our operating expenses.  Our facilities began processing crude iron ore in March 2010 and were idle for approximately six months because of the government shutdown of our electricity and have been idle since December 2011 because of our decision to upgrade our production lines. Thus, to date, our facilities have not operated at maximum capacity for a full year on an uninterrupted basis.

Our current production plant can process up to 800,000 tons of iron ore every year from which we can derive approximately 300,000 tons of iron ore concentrate. However, in December 2011 we halted production to upgrade the production lines to improve their iron ore refinement and iron ore concentration rates. We estimate this upgrade will be finished by the end of 2013. Because our production lines were shut down and we did not resolve our dispute with HSG and continue to hold the concentrate produced in 2011, we generated no revenues and incurred no production costs during 2012 and 2013 to-date.  We are continuing to negotiate with HSG to resolve our dispute over the price to be paid for our output.
 

 
There was no production for the six and three months ended June 30, 2013 and 2012.
  
All mineral resources in China are owned by the state. Thus, our ability to obtain iron ore depends upon our ability to obtain mineral licenses from the relevant state authorities or purchase ore from another party that has mining rights. It is generally not feasible to transport iron ore any significant distance before processing. We believe, as evidenced by our shareholders willingness to finance the construction of our facilities, there is sufficient iron ore in the vicinity of our facilities to enable us to operate them at a profit. Nevertheless, we have yet to obtain long term rights to any iron mine and there is no assurance we will be able to do so. Although we extracted iron ore from the Zhuolu Mine where our production facilities are located, we do not have the right to do so and can be subjected to various fines and penalties. However, since we paid geological survey fees on behalf of the local government so it could process applications related to the right to mine the Zhuolu Mine and has not received any challenges from any authorities regarding our mining activities, we believe that even if fines and penalties are assessed against us in the future, the amount should be negotiable with the authorities. If we are unable to obtain mining rights to the Zhuolu Mine, we will have to acquire iron ore from third parties. The failure to obtain iron ore reserves for processing at all or on reasonably acceptable terms would have a material adverse impact on our business and financial results.
 
To date we have been dependent upon cash advances from the shareholder of China Jinxin and cash generated from the operation of our production facilities.  If we were not to obtain sufficient iron ore for processing, it is likely our operations would cease unless this individual continue to provide sufficient funds to maintain our plant and equipment until such time as our operations could be resumed.

We may seek to grow our operations by acquiring mining rights and other production facilities.  The cash necessary to acquire such rights may exceed that which we have on hand.  In such event, we may seek to raise the necessary cash through bank loans or the issuance of equity to the vendors of such rights, our shareholders or third parties.  There can be no assurance such cash will be available to us on reasonable terms, if at all.  The prices and terms at which we issue equity securities and the performance of any rights or facilities we acquire, will determine whether we operate profitably.
 
The profitability of the mining industry in China and of our Company in particular, is dependent upon the demand for iron ore and other metals within China.  This demand in turn, is influenced by general economic factors, such as the rate of growth of the economy and of the construction industry.  There can be no assurance that China will maintain the rapid rates of growth it has experienced in the recent past.  If the rate of growth of the Chinese economy were to slow down, demand for iron and steel could fall, adversely impacting our operations. 
 
Results of Operations
 
Comparison of the six months ended June 30, 2013 and 2012  
 
                           
Dollar
   
Percentage
 
   
2013
   
% of Sales
   
2012
   
% of Sales
   
Increase (Decrease)
   
Increase (Decrease)
 
Operating expenses 
  $
782,755
     
-
    $
838,811
     
-
%
   
(56,056
   
(7
)%
Loss from operations 
   
(782,755
   
-
     
(838,811
   
-
%
   
56,056
     
(7
)%
Other expense, net 
   
(230
   
-
     
(1,052
   
-
%
   
822
     
(78
)% 
Loss before income taxes
   
(782,985
   
-
     
(839,863
   
-
%
   
56,878
     
(7
)%
Income taxes (benefit)
   
-
     
-
     
-
     
-
%
     
   
-
%
Net loss
 
$
(782,985
   
-
    $
(839,863
   
-
%
 
$
56,878
     
(7
)%
  
 
Sales

Our revenues are derived from the sale of iron ore concentrate. We commenced production in March 2010. However, the Company ceased production from September 2010 to March 2011 because the local government implemented an “Energy Saving and Emission Reduction Plan” to reduce local power consumption. The Company installed power equipment to enable it to maintain a stable power supply to our production equipment and management believes the Energy Saving and Emission Reduction Plan is one-time event and disruptions to our access to energy will not have a material impact on our production in the future.  We also ceased production since December 2011 to upgrade our production facilities and this upgrade is continuing till to-date. Further, due to a pricing dispute with HSG, our customer, we have not delivered concentrate produced in 2011 to date.   Consequently, sales for the six months ended June 30, 2013 and 2012 were $0. We estimate the upgrade to our facilities and testing of the upgrade will be finished by the end of 2013. Therefore, the Company is not likely to resume production prior to 2014.We are continuing to negotiate with HSG to resolve our dispute over the price to be paid for our output.

Cost of Goods Sold

Cost of goods ("COGS") sold consists primarily of fuel, power, direct material, direct labor, depreciation of production plant items and equipment, and accrual of the mining rights, which are attributable to the production of iron ore and iron ore concentrate.
 
Due to absence of sales and production for the reasons discussed above, ("COGS") for the six months ended June 30, 2013 and 2012 were $0.

Gross Profit
 
Because we did not have any sales and production, there was no gross profit for the six months ended June 30, 2013 and 2012.
 
Operating Expenses

Operating expenses consists mainly of employee salaries and welfare, business meeting and promotion expense, depreciation and amortization of items not associated with production, utilities expenses, and audit and legal expenses.
 
Operating expenses were $782,755 for six months ended June 30, 2013, compared to $838,811 for the 2012 period, a decrease of $56,056 or 7%. The slight decrease was mainly due to decreased payroll and employee welfare expenses due to temporarily layoff of the employees as a result of no sales and production during the period, and decreased audit and consulting fee compared with the 2012 period. In 2012 the Company incurred higher consulting and auditing expense for understanding the US capital market and getting readiness of being a public company as a result of the Company being public in US.

Net Loss

As a result of the lack of sales and production discussed above, the Company had a net loss of $782,985 for the six months ended June 30, 2013, compared to $839,863 for the 2012 period.
 
Comparison of the three months ended June 30, 2013 and 2012  
 
                           
Dollar
   
Percentage
 
   
2013
   
% of Sales
   
2012
   
% of Sales
   
Increase (Decrease)
   
Increase (Decrease)
 
Operating expenses 
   
401,014
     
-
     
409,764
     
-
%
   
(8,750
   
(2
)%
Loss from operations 
  $
(401,014
   
-
    $
(409,764
   
-
%
  $
8,750
     
(2
)%
Other expense, net 
   
(27
   
-
     
(110
   
-
%
   
83
     
(75
)% 
Loss before income taxes
   
(401,041
   
-
     
(409,874
   
-
%
   
8,833
     
(2
)%
Income taxes (benefit)
   
-
     
-
     
-
     
-
%
     
     
-%
Net loss
 
$
(401,041
   
-
     
(409,874
   
-
%
 
$
8,833
     
(2
)%
   
 
Sales

Our revenues are derived from the sale of iron ore concentrate. We commenced production in March 2010. However, we ceased production in December 2011 to upgrade our production facilities and this upgrade is continuing. Further, due to a pricing dispute with HSG, our customer, we have not delivered concentrate produced in December 2011.   Consequently, sales for the three months ended June 30, 2013 and 2012 were $0. We estimate the upgrade to our facilities and testing of the upgrade will be finished by the end of 2013. Therefore, the Company is not likely to resume production prior to 2014.We are continuing to negotiate with HSG to resolve our dispute over the price to be paid for our output.

Cost of Goods Sold

COGS consists primarily of fuel, power, direct material, direct labor, depreciation of production plant items and equipment, and accrual of the mining rights, which are attributable to the production of iron ore and iron ore concentrate.
 
Due to absence of sales and production for the reasons discussed above, COGS for the three months ended June 30, 2013 and 2012 were $0.
Gross Profit
 
Because we did not have any sales and production, there was no gross profit for the three months ended June 30, 2013 and 2012.
 
Operating Expenses

Operating expenses consists mainly of employee salaries and welfare, business meeting and promotion expense, depreciation and amortization of items not associated with production, utilities expenses, and audit and legal expenses. 
 
Operating expenses were $401,014 for three months ended June 30, 2013, compared to $409,764 for the 2012 period, a decrease of $8,750 or 2%. The slight decrease was mainly due to relatively lower audit and consulting fees compared with the 2012 period. In 2012 the Company incurred higher consulting and auditing for understanding the US capital market and getting readiness of being a public company as a result of the Company being public in US, and the Company in 2013 was able to lower its auditing and business consultation expenses as a result of budget control due to the ceases of the sales and production. 
Net Loss

As a result of the lack of sales and production discussed above, the Company had a net loss of $401,041 for the three months ended June 30, 2013, compared $409,874 for the 2012 period.

Liquidity and Capital Resources
 
The Company’s ability to generate cash from operations is dependent upon its ability to obtain iron ore to process and to maintain the permits necessary to process such ore at its current facilities, neither of which is assured.  If the Company cannot obtain iron ore to process or is no longer able to process ore, it would be dependent upon cash infusions from its current shareholders or third parties in the form of loans or equity contributions, or a combination thereof, to maintain its facilities until it can resume operations.  One shareholder has indicated she will continue to fund the Company, though there is no written agreement in place and the Company currently owes $2.89 million to the shareholder.  Despite such commitments, there is no assurance adequate cash will be available from current shareholders or from third parties and, if it is available, what the terms of any loan or investment might be. If we are unable to obtain the funding required, we may have to curtail or cease our operations. The Company has no specific plans, understandings or agreements with respect to the raising of such funds, and it may seek to raise the required capital by the issuance of equity or debt securities or by other means. Since we have no such arrangements or plans currently in effect, its inability to raise funds may have a severe negative impact on its ability to become a viable company.
   
 
We do not anticipate significant cash expenditures in the immediate future on our current production facilities. Nevertheless, we may require working capital once we resume production at our facilities.  The shareholders of the Company verbally agreed to continue to provide cash to satisfy the Company’s working capital needs.   However, in the future, the Company intends to continue the expansion of operations by acquiring new production facilities and mines. The acquisitions will be paid for with cash or our equity securities, or combinations of both.  Failure to obtain such financing could have a material adverse effect on our business expansion.  The sale by the Company of its equity securities would dilute the interest of its current shareholders.  Further, there is no guarantee of the terms on which such an issuance would occur, if at all, would be favorable to the Company’s current shareholders.
 
As of June 30, 2013, cash and equivalents were $27,492, compared to $28,302 as of December 31, 2012. The following is a summary of cash provided by or used in each of the indicated types of activities during the six months ended June 30, 2013 and 2012, respectively.
 
   
2013
   
2012
 
Net cash used in operating activities
 
$
(185,652
 
$
(306,505
Net cash used in investing activities
   
(1,205,102
)
   
(490,103
Net cash provided by financing activities
 
1,389,467
   
 $
636,395
 
 
Net cash used in operating activities
 
Cash has historically been used in operations. Net cash used by operating activities was $185,652 for the six months ended June 30, 2013, compared to net cash used in operating activities of $306,505 in 2012 period. The cash outflow from operating activities for the six months ended June 30, 2013 was principally attributable to net loss from operations.

Net cash used in investing activities
 
Net cash used in investing activities was $1,205,102 for the six months ended June 30, 2013, compared to cash used in investing activities of $490,103 for the 2012 period. The cash outflow during the six months ended June 30, 2013 and 2012 was mainly attributable to purchases of equipment for future iron ore refining and upgrading the facilities.
 
Net cash provided by financing activities
 
Net cash provided by financing activities was $1,389,467 for the six months ended June 30, 2013, compared to $636,395 net cash provided by financing activities in 2012. The net cash provided by financing activities in the six months ended June 30, 2013 and 2012 was due to advances from one shareholder for the Company’s working capital and construction needs as a result of Company’s lack of cash inflow due to temporary cease of the production and sales.
  
At June 30, 2013, we had a working capital deficit of $2,914,831, an increase of $1,495,914 from the deficit at December 31, 2012 of $1,418,917 which was driven by increased advances from a shareholders in the form of loans for our construction of the iron ore refining facility as a result of our lack of sales and cash inflow. The Company had no bank loans at June 30, 2013. Our customer is a state-owned company and has good credit. Currently, there are no significant capital improvements planned for our production facilities at the Zhuolu Mine.  
 
As of June 30, 2013, the Company had borrowed $2,894,417 from one of its shareholders for working capital and production facility construction needs.  The loan of $2,894,417 will not bear interest prior to the commencement of the Company's production pursuant to an amended loan agreement entered on January 16, 2013. Commencing on the production date, interest will begin to accrue at the bank's annual interest rate on certificate of deposit at that time on the amount outstanding from time to time and all amounts inclusive of accrued interest is to be repaid within three years of our commencement of production at the Zhuolu Mine.
 
 
Contractual Obligations

We have certain fixed contractual obligations and commitments that include future estimated payments. Changes in our business needs, cancellation provisions, changing interest rates, and other factors may result in actual payments differing from the estimates. We cannot provide certainty regarding the timing and amounts of payments. We present below a summary of the most significant assumptions used in our determination of amounts presented in the tables, in order to assist in the review of this information within the context of our consolidated financial position, results of operations, and cash flows.
 
The following table summarizes our contractual obligations as of June 30, 2013, and the effect these obligations are expected to have on our liquidity and cash flows in future periods.
 
  
 
Payments Due by Period
 
   
 
Total
   
Less than 1
Year
   
1-3 Years
   
3-5 Years
   
5 Years +
 
   
                             
Contractual Obligations:
                             
Payable to contractor
 
$
890,155
   
$
-
   
$
890,155
   
$
-
   
$
-
 
  
Off-Balance Sheet Arrangements
 
We have not entered into any financial guarantees or other commitments to guarantee the obligations of any third parties. We have not entered into any derivative contracts that are indexed to our shares and classified as shareholder’s equity or that are not reflected in our consolidated financial statements. Furthermore, we do not have any retained or contingent interest in assets transferred to an unconsolidated entity that serves as credit, liquidity or market risk support to such entity. We do not have any variable interest in any unconsolidated entity that provides financing, liquidity, market risk or credit support to us or engages in leasing, hedging or research and development services with us.
 
Critical Accounting Policies and Estimates

Our management's discussion and analysis of our financial condition and results of operations is based on our consolidated financial statements, which were prepared in accordance with US GAAP. While our significant accounting policies are more fully described in Note 2 to our consolidated financial statements, we believe the following accounting policies are the most critical to aid you in fully understanding and evaluating this management discussion and analysis. 

On April 5, 2012, the JOBS Act was signed into law. The JOBS Act contains provisions that, among other things, reduce certain reporting requirements for qualifying public companies. As an “emerging growth company,” we may, under Section 7(a)(2)(B) of the Securities Act, delay adoption of new or revised accounting standards applicable to public companies until such standards would otherwise apply to private companies. We may take advantage of this extended transition period until the first to occur of the date that we (i) are no longer an "emerging growth company" or (ii) affirmatively and irrevocably opt out of this extended transition period. We elected to take advantage of the benefits of this extended transition period. Our financial statements may therefore not be comparable to those of companies that comply with such new or revised accounting standards. Until the date we are no longer an "emerging growth company" or affirmatively and irrevocably opt out of the exemption provided by Securities Act Section 7(a)(2)(B), upon issuance of a new or revised accounting standard that applies to our financial statements and that has a different effective date for public and private companies, we will disclose the date on which adoption is required for non-emerging growth companies and the date on which we will adopt the recently issued accounting standard.
 
 
Basis of Presentations

Our financial statements are prepared in accordance with US GAAP and the requirements of Regulation S-X promulgated by the Securities and Exchange Commission (“SEC”).

Going Concern

We incurred a net loss of $0.78 million for the six months ended June 30, 2013. We also had a working capital deficit of $2.91 million as of June 30, 2013. In addition we have refused to sell our iron ore concentrate to our sole customer because of the low price offered for our product. The price of iron ore concentrate is still in decline. These conditions raise a substantial doubt as to whether we can continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. We are in the process of upgrading our equipment. Once the upgrading project is completed, we will be able to resume production.  One shareholder has indicated she will continue to fund the Company, though there is no written agreement in place and the Company currently owes $2.89 million to the shareholder.  Despite such commitments, there is no assurance adequate cash will be available from current shareholders or from third parties and, if it is available, what the terms of any loan or investment might be. If we are unable to obtain the funding required, we may have to curtail or cease our operations. The Company has no specific plans, understandings or agreements with respect to the raising of such funds, and it may seek to raise the required capital by the issuance of equity or debt securities or by other means. Since it has no such arrangements or plans currently in effect, its inability to raise funds may have a severe negative impact on its ability to become a viable company.
  
Revenue Recognition

The Company’s revenue recognition policies are in compliance with SEC Staff Accounting Bulletin (“SAB”) 104 (codified in FASB ASC Topic 605).  Sales are recognized when a formal arrangement exists, which is generally represented by a contract between the Company and the buyer; the price is fixed or determinable; title has passed to the buyer, which generally is at the time of delivery; no other significant obligations of the Company exist and collectability is reasonably assured. Payments received before all of the relevant criteria for revenue recognition are recorded as unearned revenue.
 
Sales represent the invoiced value of iron ore and iron ore concentrate, net of value-added tax (“VAT”). All of the Company’s iron ore concentrate sold in the PRC is subject to a VAT of 17% of the gross sales price. This VAT may be offset by VAT paid by the Company on raw materials and other materials included in the cost of producing the finished product. The Company records VAT payable and VAT receivable net of payments in the financial statements. The VAT tax return is filed offsetting the payables against the receivables. Sales and purchases are recorded net of VAT collected and paid as the Company acts as an agent for the government.
 
The Company uses FASB ASC Topic 220, “Comprehensive Income”.  Comprehensive income is comprised of net income and all changes to the statements of stockholders’ equity, except those due to investments by stockholders, changes in paid-in capital and distributions to stockholders.


(a) Evaluation of Disclosure Controls and Procedures.

Management of Target Acquisitions I, Inc. is responsible for maintaining disclosure controls and procedures that are designed to ensure that information required to be disclosed in the reports that the Company files or submits under the Securities Exchange Act of 1934 (the “Exchange Act”) is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms. In addition, the disclosure controls and procedures must ensure that such information is accumulated and communicated to the Company’s management, including its Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required financial and other required disclosures.
 
 
At the end of the period covered by this report, an evaluation of the effectiveness of our disclosure controls and procedures (as defined in Rules 13(a)-15(e) and 15(d)-15(e) of the Securities Exchange Act of 1934 (the “Exchange Act”)) was carried out under the supervision and with the participation of our Chief Executive Officer and our Chief Financial Officer. Based on their evaluation of our disclosure controls and procedures, they concluded that at the end of the period covered by this report, such disclosure controls and procedures were not effective.  This was due to our limited resources, including the absence of a financial staff with accounting and financial expertise and deficiencies in the design or operation of our internal control over financial reporting that adversely affected our disclosure controls and that may be considered to be “material weaknesses.”
 
We plan to designate individuals responsible for identifying reportable developments and to implement procedures designed to remediate the material weakness by focusing additional attention and resources in our internal accounting functions. However, the material weakness will not be considered remediated until the applicable remedial controls operate for a sufficient period of time and management has concluded, through testing, that these controls are operating effectively.

(b) Changes in Internal Control over Financial Reporting.

Changes in Internal Controls

 There have been no other changes in our internal control over financial reporting that occurred during our fiscal quarter ended June 30, 2013 that have materially affected, or are reasonable likely to materially affect, our internal control over financial reporting. Given the limitations of our accounting personnel, we need to take additional steps to insure that our financial statements are in accordance with US GAAP.
 
 
PART II
 
OTHER INFORMATION
 
 
The purchase of our common stock involves a high degree of risk. Before you invest you should carefully consider the risks and uncertainties described in Item 1A "Risk Factors” of our Annual Report on Form 10-K for the year ended December 31, 2012 filed on April 15, 2013 (the “2012 Form 10-K”) and “Management's Discussion and Analysis of Financial Condition and Results of Operations”  set forth in Item 2 of Part I of this report and our consolidated financial statements and related notes included in Item 1 of Part I of this report. Readers should carefully review those risks, as well as additional risks described in other documents we file from time to time with the Securities and Exchange Commission.
 
There have been no material changes in the risk factors previously disclosed in the 2012 Form 10-K.
 
Item 6 - Exhibits

The following exhibits are filed with this amendment to this report:
 
 
31.1
 
Certification of the Chief Executive Officer pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as amended.
     
31.2
 
Certification of the Chief Financial Officer pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as amended.
 
32.1
  
Certification of the Chief Executive Officer pursuant to Rule 13a-14(b) or Rule 15d-14(b) of the Securities Exchange Act of 1934, as amended, and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
 
32.2
 
Certification of the Chief Financial Officer pursuant to Rule 13a-14(b) or Rule 15d-14(b) of the Securities Exchange Act of 1934, as amended, and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
 
101.INS*
 
XBRL Instance Document
101.SCH*
 
XBRL Taxonomy Extension Schema
101.CAL*
 
XBRL Taxonomy Extension Calculation
101.DEF*
 
XBRL Taxonomy Extension Definition
101.LAB*
 
XBRL Taxonomy Extension Label
101.PRE*
 
XBRL Taxonomy Extension Presentation
__
 In accordance with Rule 406T of Regulation S-T, the XBRL information in Exhibit 101 to this quarterly report on Form 10-Q shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (“Exchange Act”), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
 
 

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.

 
TARGET ACQUISITIONS I, INC.
 
       
Dated: August 15, 2013
By:
/s/ Changkui Zhu
 
   
Changkui Zhu
 
   
Chief Executive Officer
 
 
 
 
 
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