UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-K
(X) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2008
( ) TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
For the transition period from _________ to _______
Commission File Number333-119742
TINTIC GOLD MINING COMPANY
(Exact name of registrant as specified in its charter)
Nevada 87-0448400
(State or other jurisdiction of (I.R.S. Employer ID No.)
Incorporation)
Securities registered under Section 12(b) of the Exchange Act: None.
Securities registered under Section 12(g) of the Exchange Act:
Common Capital Voting Stock, $0.001 par value per share
(Title of Class)
Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes [ ] No [X]
Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act.
Yes [ ] No [X]
Indicate by check mark whether the issuer (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 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 if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.
[X] The issuer is not aware of any delinquent filers.
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Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company:
|
|
Large accelerated filer [ ] | Accelerated filed [ ] |
Non-accelerated filer [ ] | Smaller reporting company [X] |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act):
Yes [X] No [ ]
State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter. (See definition of affiliate in Rule 12b-2 of the Exchange Act.)
As of the last business day of our most recently completed second fiscal quarter, the aggregate market value of our voting stock held by non-affiliates, an amount consisting of a total of 439,059 shares, was determined to be $65,859 or $0.15 per share. This calculation is based on the fact that while there is currently a thinly traded public market for our shares, shares which trade on the Over the Counter Bulletin Board (OTCBB) under the symbol TMGG, we had no trades in our stock during our fourth quarter ended December 31, 2008, even though the last trade was at $0.20 per share. Based on the recent lack of trading activity in our stock, we believe that valuing these shares at $0.15 per share for the purpose of this annual report is reasonable under the circumstances. This is not to ignore that no common equity stock was sold by the Company during the fiscal year from which an alternative computation could be made under the above-formula.
APPLICABLE ONLY TO REGISTRANTS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS
Not applicable
(APPLICABLE ONLY TO CORPORATE REGISTRANTS)
State the number of shares outstanding of each of the issuer's classes of common equity, as of the last practicable date:
As of the date of this document, the Issuer had 2,109,643 shares issued and outstanding. No new shares were issued during the fiscal year.
DOCUMENTS INCORPORATED BY REFERENCE
See Item 15 of Part IV below.
NOTICE AND DISCLAIMER REGARDING FORWARD-LOOKING STATEMENTS
Certain matters discussed herein may be forward-looking statements that involve a variety of risks and uncertainties. Because we are a Smaller Reporting Company, however, the new and modified Form 10-K does not require us to list risk factors in this annual report. Reference is made to Item 1A below titled “Risk Factors.”
In light of the risks involved with or facing us, actual results may differ materially or considerably from those projected, implied or suggested. As a result, any forward-looking statements expressed herein are deemed to represent our best judgment as of the date of this filing. We do NOT express any intent or obligation to update any forward-looking statement because we are unable to give any assurances regarding the likelihood that, or extent to which, any event discussed in any such forward-looking statement contained herein may or may not occur, or that any effect from or outcome of any such forward-looking event may or may not bear materially upon our future business, prospects, plans, financial condition or our plan of operation.
TABLE OF CONTENTS
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ITEM 1B. UNRESOLVED STAFF COMMENTS.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
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ITEM 5. MARKET FOR COMMON EQUITY, RELATED SHAREHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES. 16
ITEM 6. SELECTED FINANCIAL DATA.
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ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION AND RESULTS OF OPERATIONS. 19
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK. 31
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTRY DATA.
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ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE. �� 43
ITEM 9A AND 9A(T). CONTROLS AND PROCEDURES.
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PART III
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ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CORPORATE GOVERNANCE 44
ITEM 11. EXECUTIVE COMPENSATION
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ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE. 48
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
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ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES.
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PART I
ITEM 1. BUSINESS.
Business Corporate History.
Tintic Gold Mining Company, a Nevada corporation ("Tintic-Nevada", “Company,” "we" or "us"), was originally formed as a wholly-owned subsidiary of Tintic Gold Mining Company, a Utah corporation ("Tintic-Utah"). We were organized and incorporated under the laws of the State of Nevada on March 8, 2004, as required by the terms of a certain Distribution Agreement between us and Tintic-Utah, our former parent corporation, dated March 12, 2004. This agreement was entered into for the purpose of acquiring all of Tintic-Utah's mineral claim properties and related assets, including its remaining cash after payment of related expenses (“Mineral Claims”). As a result, we are the owner of the subsurface mineral rights previously owned by Tintic-Utah, on approximately 44 acres of land located in the Tintic Mining District of Juab County, Utah, near the town of Mammoth, Utah, property that our predecessor or parent corporation had owned since 1933 and which was conveyed to us by Special Warranty Deed on March 18, 2004, a copy of which was attached as Ex. "10.1" to our original Form SB-2 registration statement.
Our predecessor, Tintic-Utah, was incorporated on June 14, 1933 as a Utah corporation, and was, until the effective time of its 2004 merger discussed below, a mineral resource and exploration company. Under Industry Guide No. 7, it was classified as an exploration stage mining company. This is defined as a company engaged in the search for mineral deposits (reserves), which is not in either the development or production stage.
In spite of Tintic-Utah’s inability to attract investment capital or locate a mineral exploration program partner during the time that it owned the mineral rights now owned by us, Tintic-Utah's management, during the early 2000’s, nonetheless continued to develop the company's long-term business plan to re-establish itself as an active business and to seek capital funds to operate and continue in business. As part of this long-term business plan, and because mineral exploration in the Tintic Mining District was an impractical if not impossible endeavor during the early 2000’s,Tintic-Utah's management was authorized during 2004 to entertain and negotiate with potential merger candidates who were not engaged in the business of mineral exploration and/or mining. Pursuant to this authority, Tintic-Utah acquired Kiwa, in exchange for its securities, as an operating company. Tintic-Utah did so due to Kiwa’s experienced management and its potential for profitable growth. In doing so, Tintic-Utah acquired all of the cash and assets that were then owned and held by Kiwa and thus, Tintic-Utah obtained the capital and business prospects necessary to both operate and continue in existence in a profitable manner.
The shares of common stock of Tintic-Utah, until the time of completion of the merger discussed below, traded on the OTC Bulletin Board under the symbol "TTGM." These shares now trade under the corporate name of “Kiwa Bio-Tech Products” and under the OTC Bulletin Board symbol "KWBT.OB."
Following the merger, stockholders of Kiwa became stockholders of Tintic-Utah. Selected executive officers and directors of Kiwa then became executive officers and directors of Tintic-Utah. Because Kiwa was in a totally different type of business and did not want to own or engage in mineral exploration activities, Tintic-Nevada was formed for the purpose of conveying Tintic-Utah's Mineral Claims into it and effectuating a spin-off of shares, the very subject of our registration statement on Form SB-2/A, all as further explained below.
The patented Mineral Claims that we received on March 18, 2004, under the Distribution Agreement with Kiwa, are located within the historic Tintic Mining District (organized on December 13, 1869) in Juab County, Utah. These Mineral Claims were part of a once-thriving mining district with worldwide acclaim. In 1979, the Tintic Mining District was listed in the National Register of Historic Places.
Our predecessor corporation, Tintic-Utah, had been authorized to conduct business in Utah and had conducted business in Utah since 1933. It owned our existing patented Mineral Claims since 1933, properties that had been acquired from the Emerald Mining Company. These properties are now owned by us free and clear of any lien or encumbrance other than the fact that a prior director from some-25 years ago, Mr. C. Chase Hoffman, owns the surface rights. Mr. Hoffman also retains a 3% net
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smelter return interest on any mineral production, if any ever occurs.
Considering that we were incorporated in March 2004 to receive Tintic-Utah/Kiwa's mineral claim assets and implement the terms of the Distribution Agreement with Kiwa, there has been no material reclassification, consolidation, merger, or purchase or sale of any significant amount of assets.
Since the merger with Kiwa mentioned herein was consummated in March 2004, our business plan and plan of operation has been to seek out and obtain a joint venture mining partner. See Item 7 below titled “MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION AND RESULTS OF OPERATIONS.” On October 18, 2006, our Form SB-2/A registration statement with the Commission went “effective,” and we were allowed to distribute our shares to the shareholders of our former parent corporation, Tintic-Utah, on a pro rata basis. This distribution or “spin-off” occurred in November 2006. In early 2007, we became quoted on the OTC Bulletin Board under the symbol “TMGG.OB.” See the subheading or subsection below titled “Effect of the Merger.”
The March 12, 2004 Merger or Reorganization with Kiwa.
On March 12, 2004, pursuant to an Agreement and Plan of Merger (the "Merger Agreement") dated as of March 11, 2004, by and among Tintic Gold Mining Company, a Utah corporation ("Tintic-Utah"), TTGM Acquisition Corporation, a Utah corporation and wholly-owned subsidiary of Tintic-Utah ("Merger Sub"), and Kiwa Bio-Tech Products Group, Ltd., a privately-held British Virgin Islands ("BVI") corporation ("Kiwa-BVI"), Merger Sub merged with and into Kiwa-BVI with Kiwa-BVI surviving as a wholly-owned subsidiary of Tintic-Utah (the "Merger"). Each share of Kiwa-BVI common stock was converted into 1.5445839 shares of Tintic-Utah's common stock, resulting in Tintic-Utah issuing an aggregate of 7,722,919 shares of its common stock to the former shareholders of Kiwa-BVI. Tintic-Utah also assumed Kiwa-BVI's outstanding stock options. The Merger resulted in a change of control of Tintic-Utah, with former Kiwa-BVI shareholders and optionees owning approximately 89% of Tintic-Utah's common stock on a fully diluted basis immediately following the closing of the Merger. A copy of the Merger Agreement is attached to our third amended registration statement on Form SB-2/A as Exhibit 10.2 and is available for review on the Commission's Edgar database. The Merger Agreement sets forth the terms and conditions of the merger transaction between the two companies that closed on March 12, 2004.
No agreements existed among present or former controlling stockholders of Tintic-Utah or present or former members of Kiwa-BVI with respect to the election of the members of Tintic-Utah or Kiwa's board of directors, and to our knowledge, no other agreements existed which might have resulted in a change of control of Tintic-Utah.
On March 15, 2004, Tintic-Utah changed its corporate name from "Tintic Gold Mining Company," a Utah corporation, to "Kiwa Bio-tech Products Group Corporation" ("Kiwa"). During the later part of 2004, Kiwa changed its domicile from Utah to that of Delaware.
For more information in this regard, interested persons should look up and review Kiwa's public filings on the Securities and Exchange Commission's database known as EDGAR.
Effect of the Merger
As a condition of the Merger, we, that is, Tintic-Nevada, were formed for the purpose of conveying Tintic-Utah's mineral claim rights and interests to us, its Nevada subsidiary (an act which occurred on March 18, 2004). This conveyance was done in exchange for the issuance of a total of 1,009,643 shares of our stock. This stock was physically issued or registered in certificate form in the name of Tintic-Utah as of March 5, 2004. This stock certificate was signed over by Tintic-Utah and signature guaranteed and was held by our then-stock transfer agent, Cottonwood Stock Transfer located in Salt Lake City, Utah, for the benefit of Tintic-Utah’s shareholders. Through the Distribution Agreement we had entered into with our former parent corporation, Tintic-Utah, it was our intention to physically effectuate the distribution of those shares to the shareholders of Tintic-Utah immediately following the effective time of a registration statement registering the shares covered thereby (the "Spin-Off"). The purpose of, or rationale for, the Spin-Off is based on Tintic-Utah, now Kiwa, taking a different business direction and no longer either needing or wanting our Mineral Claims, not to mention any environmental liability that might have been associated with them. This Spin-Off transaction was registered with the Commission on Form SB-2/A under provisions of, and in compliance with, the Securities Act of 1933. The Distribution Agreement dated on or about March 12,
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2004, by and among Tintic-Utah (Kiwa's predecessor in name), Tintic-Nevada, and their directors and officers provided that no shareholder of either Tintic-Utah and/or Kiwa, who acquired their shares in either entity AFTER March 5, 2004, could participate in the Spin-Off. In other words, only shareholders of record of Kiwa (Tintic-Utah) as of the record date of March 5, 2004 would be (and were) entitled to receive shares in the Spin-Off.
OUR CURRENT STATUS.
Since our registration on Form SB-2/A went “effective” on October 18, 2006, nearly 2½ years ago, our principal business plan and plan of operation has been to seek out and locate a joint venture business partner willing to finance the exploration of our Mineral Claims. We are therefore defined in Industry Guide No. 7 as a mineral exploration company, For a summary of our business plan and plan of operation, reference is made to our Part II, ITEM 7 below titled “MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION AND RESULTS OF OPERATIONS.”
On December 21, 2006, after our Form SB-2/A registration statement had gone “effective,” we filed a ’34 Act registration statement with the Commission on Form 8-A. Such filing registered our securities under Section 12(g) of the Securities Exchange Act of 1934. As a result, we are required to comply with “the proxy rules” as set forth in Regulation 14A. For example, if we call a special or annual meeting of our stockholders, we are required by law to provide our stockholders with the information set forth in Schedules 14A or 14C of Regulation 14. Preliminary versions this information must be filed with the Commission at least 10 days prior to the date that final or definitive copies of these materials are forwarded on to our stockholders.
We have not been involved in any bankruptcy, receivership or similar proceeding; and, other than in the ordinary course of business, there has been no material reclassification, consolidation, merger, or purchase or sale of any significant amount of assets. None of our officers and directors or majority shareholders has been involved, directly or indirectly, in any bankruptcy or insolvency proceeding and none is involved in any litigation that would have any direct or indirect impact or bearing on us or our business.
Our common stock currently trades on the OTC Bulletin Board under the symbol TMGG.OB. For more information in this regard, reference is made to Item 5 of Part II below titledMARKET FOR COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITYSECURITIES.
Since we were formed in March 2004 and acquired our Mineral Claims, we have had serious difficulty attracting any interest in our mining claims. We believe that this has been due to the fact that the land ownership in the Tintic Mining District is very fragmented, meaning that ownership is held in the names of numerous, numerous corporations and individuals, many possibly having conflicting ownership rights and interests. At the same time, we believe that a serious mining company or joint venture mining partner would want to be able to tie up an extended or large area or block of land. Fragmented land ownership therefore means that a mining company or joint venture partner would have to spend a lot of time and energy on land and title work and, when all is said and done, may not be able to lock up or amass a large block of land. Accordingly, extensive land and title work in the overall area of our mineral claims would likely be a significant expense and cost that a prospective joint venture mining partner is not willing to assume.
We also believe that the significant EPA presence in the Eureka, Utah, area, while it completes its Superfund clean up operations, may also have a negative effect or impact on a potential mining company or a joint venture mining partner. We say this because we have reason to believe that a potential joint venture mining partner may genuinely fear that, as a condition to doing mineral exploration, the EPA might require them to do remediation or clean-up of other, prior operators’ contaminations, etc., something that they wouldn’t otherwise be required to do if the EPA were not highly visible and active in the area.
We also believe that the economic downturn and current recession which began at the very end of 2007 and which has gotten worse during the latter part of 2008 and early 2009, has had a serious negative impact on our ability to attract a joint venture mining partner. Such inauspicious economic conditions have also had a negative impact on the entire mining industry as a whole, not to mention other industries. This is evidenced by the substantial drop in the market prices of major mining companies’ stocks.
The foregoing factors make us highly doubtful at the present time as to whether or not we will be able to carry out our current
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business plan in the near future. As we have previously disclosed in our Edgar filings, we may have to revise our business plan considerably in the very near future and otherwise take the Company in another direction, the form of which we cannot predict at this time.
For more information on the current state of our business and affairs, reference is made to ITEM 7below titled
“MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION AND RESULTS OF OPERATIONS.”
Smaller Reporting Company Designation/Sarbanes-Oxley Act/ ’34 Act Reporting Requirements.
In addition to being defined in Industry Guide No. 7 as a mineral exploration company, we are also defined under Commission rules and regulations as a “Small Business Issuer.” This is an issuer that has revenues of less than $25 million, is a U.S. or Canadian issuer and is not an investment company. We are also subject to the Sarbanes-Oxley Act of 2002. This Act was enacted to curb auditor abuses and strengthen auditor independence. It also institutes certain steps to make senior members of management more directly responsible for the content and accuracy of a company’s financial reporting and for the quality of financial disclosures made by public companies. It also establishes clear statutory rules to limit, and to expose to public view, possible conflicts of interest affecting securities analysts; creates guidelines for audit committee members’ appointment, compensation and oversight; management assessment of internal controls; auditor attestation as to management’s conclusions about internal controls (anticipated to commence by December 31, 2009); prohibits certain insider trading during pension fund blackout periods; requires companies and auditors to evaluate internal controls and procedures; and establishes a federal crime of securities fraud, among other provisions. Compliance with the requirements of the Sarbanes-Oxley Act will increase, and has substantially increased, our legal and accounting costs and fees.
As a “smaller reporting company,” we are relieved of some of the informational obligations otherwise required under Regulation S-K, including some of the disclosure otherwise required under Form 10-K.
Because our securities are registered pursuant to Section 12(g) of the Securities Exchange Act of 1934, we are required to comply with "the proxy rules" as set forth in Regulation 14A. For example, if we call a special or annual meeting of our stockholders, we are required by law to provide our stockholders with the information set forth in Schedules 14A or 14C of Regulation 14. Preliminary versions of this information must be filed with the Commission at least 10 days prior to the date that final or definitive copies of these materials are forwarded on to our stockholders.
As a reporting company, we are required to regularly file, with the Commission, annual reports on Form 10-K and quarterly reports on Form 10-Q. In the event certain material events occur, the law requires us to timely report any such events on a Form 8-K.
Executive Offices.
Our executive or principal offices remain located at 3131 Teton Drive, Salt Lake City, Utah 84109.
No Subsidiaries or Related Companies.
As of December 31, 2008, we did NOT have any subsidiaries or related companies or entities. None of our officers or directors currently serves on the board or otherwise act as officers of any other company, partnership or limited liability company engaged in mining or involved in the mining business.
No Joint Venture Arrangements at the Present Time.
We have neither entered into, nor participate in, any joint venture arrangements, nor do we have any plans, at the current time, to engage in any joint venture with any particular person or party.
No Patents, Trademarks, Licenses or Franchises.
We do NOT own any patents, trademarks, licenses, franchises, or concessions, except for patented mining claims granted by the government to private landowners.
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No Royalties.
We do not currently receive royalties from mining activities or any other activities.
Long-Term Goals and Objectives.
Our long-term business goal and objective has been to seek our and locate a joint venture business partner willing to finance the exploration of our Mineral Claims.
Business Plan.
For a detailed discussion of our progress in the pursuit of a joint venture mining partner interested in undertaking a bona fide exploration program on our Mineral Claims, reference is made to our Part II, ITEM 7 below titled “MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION AND RESULTS OF OPERATIONS.”
Seasonability.
Our business is not seasonal in nature except to the extent that weather conditions at certain times of the year may affect access to our Mineral Claims.
No Customers or Suppliers.
We do not provide any goods or services at this time. As such, we do not have any customers or suppliers.
Governmental Regulation and Environmental Concerns.
Though we are currently NOT operating any mining assets and currently lack the capital to operate any mining assets in the immediate future, management believes it is important for us to be familiar with mining rules and regulations as they would affect or pertain to our Mineral Claims. The mining industry is subject to extensive and developing federal, state and local laws, rules and regulations relating to the exploration for, development, mining and production of precious metals, as well as other environmental and safety concerns. Legislation affecting the mining industry is under constant review for amendment and expansion, frequently increasing the regulatory burden. This is particularly true in the Tintic Mining District where lead, a substance highly toxic to humans, is found. Numerous agencies, federal, state and local, have issued rules and regulations applicable to the mining industry, some of which carry substantial penalties for failure to comply. Various laws, rules and regulations require permits for exploratory drilling and the maintenance of bonding requirements in order to conduct mining activity on a variety of scales. Such rules and regulations also regulate the spacing and location of mine shafts and provide requirements for surface use and restoration of land on which drilling activity is undertaken, the plugging and abandoning of shafts or holes, the prevention of waste and water pollution and the prevention and cleanup of pollutants. These departments and agencies often require periodic reports on exploration, development and production and other matters. Such laws and regulations have generally become more stringent in recent years, often imposing greater liability on an ever-larger number of potentially responsible parties. We are also subject to laws, rules and regulations covering occupational safety and health matters. Because the requirements imposed by such laws and regulations frequently change, we are unable to predict the ultimate cost of compliance with these various requirements. The regulatory burden on the mining industry increases its costs of doing business and, consequently, affects not only its profitability but its ability to obtain financing or raise equity. Reference is made to the subsection in Item 2 below titled “Government Regulation/Obtaining Necessary Permits to Conduct Exploration Activities,” which briefly outlines the exploration and mining permitting process in Utah. In the interests of not avoiding repetition, we do not repeat this disclosure here.
Some risk of costs and liabilities related to environmental, health and safety matters is inherent in the mining industry as a whole. In the event that we undertake exploration of our Mineral Claims, we put ourselves at risk to incur significant and substantial costs and liabilities.
To the extent we ever commence actual exploratory operations, we will be subject to regulation by numerous federal and state
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governmental authorities. The most significant will be the federal Environmental Protection Agency (EPA), the Bureau of Land Management (BLM), the Occupational Safety and Health Administration (OSHA), and comparable or corollary state agencies. If we do not comply, meet or satisfy the various rules and regulations promulgated by these regulatory authorities, we would be exposed to fines, bars or other significant penalties. To date, we have not been ordered or required to spend anything on compliance with environmental laws because we are not currently operating any mining assets. Our Mineral Claims were leased to other mining companies in the 1980's and 1990's but, other than assay work, no exploratory mining activity was undertaken. At the same time, however, there are no significant mineral tailings on our mineral claims to the knowledge of management and therefore, to the extent that either the EPA or a corollary Utah state agency adopts or implements a program in the Mammoth area requiring the clean-up of any left-over environmental hazards, we would not expect such to materially affect us or our affairs. This is also because, having only been in existence since 2004, we are not the same entity that may have contributed to, or caused, any environmental hazards between the 1930’s and the 1940’s. This gives us a legal argument to rely on as a defense to any clean-up action against us, though we can make no assurance that we would prevail with such an argument.
Competitive Position.
We have no competitive economic position in the mining industry as no mineral production has ever been realized. To date, there has been no mining activity on these properties other than the exploratory holes drilled in the past and mentioned in further detail below, all with inconclusive results. Furthermore, we have not received revenue from our mineral rights for the last several years since the lease we once had with Centurion Mines Corporation and its successor-in-interest was terminated.
Mining companies of all calibers compete to obtain favorable mineral claim properties and to evaluate prospects for drilling, exploration, development, and mining. Naturally, we face competition from other similarly situated junior mining companies similarly interested in acquiring mineral claims worthy of exploration for favorable or prospective gold, zinc, silver, copper and other mineralization, companies that have substantially more capital or access to the capital markets than we do. This includes other mining companies either operating, or considering operating, in the Tintic Mining District or who own or control properties within the Tintic Mining District of Juab County, Utah, where our Mineral Claims are located.
We are unable to ascertain the exact number of competitor companies, or whether or when such competitors' competitive positions could improve. Having said this, we have recently learned that sometime in the fall of 2008, Chief Consolidated Mining Company, a former operator in the Tintic Mining District, entered into a joint venture of some kind with a large mining company known as Anglo-American. We believe this joint venture involves properties owned by Chief near the Burgin Mill, an area that one comes across before one enters the town of Eureka from the east. This is an area that is not near our claims and there is no geological similarity, to our knowledge, between this area and the area of Mammoth, Utah, where our Mineral Claims are located.
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Business Offices and Administrative Support.
Mr. George Christopulos provides office space and the necessary administrative and clerical support for our corporate affairs without any cost to us.
Employees.
We have no employees and our current officers and directors serve without established compensation. Should we succeed in obtaining sufficient working capital, we may contract for the services of 1 or 2 part-time employees, and we may also enter into contractual arrangements with 1 or more consultants. We may contract with consultants from time to time, depending upon the circumstances and whether such a course of conduct is warranted. Any consultants retained by us shall be considered independent contractors who it is not anticipated will be able to bind the Company in any way as an agent of the Company.
No Present Agreements with any Consultant.
We currently have no agreement with any consultant. This does not mean that we will not explore the possibility of hiring or retaining a consultant(s) or other expert or professional in the future to assist us in our search for a mineral exploration partner, acquisition or funding candidate. As of the date of this document, we have also been in no discussion with any such individual or company for such purpose.
Costs and Effects of Compliance with Environmental Laws.
At the current time, none; not applicable. In the absence of undertaking any mineral exploration activity on our mineral claims—something we have NOT as yet done—we are not subject to any environmental laws, rules or regulations that would have an adverse material effect or impact on us, our current business operations, our financial condition or which might otherwise result in a material compliance cost. This does not mean that if we engaged in an exploration plan or program of some kind on our claims that we would not be subject to substantial EPA and Utah environmental rules and regulations. In this regard, reference is made to the subheading above titled “Government Regulation.”
Transfer Agent.
During the year, Standard Registrar & Transfer located at 12528 South 1840 East, Draper, Utah 84020, phone no. 801-571-8844, fax no. 801-571-2551, acted as our stock transfer agent.
We currently have approximately 353 shareholders of record.
ITEM 1A. RISK FACTORS.
This item is not applicable to smaller reporting companies. Having said this, we have, in the past, listed numerous risk factors in previous Form 10-K filings and in our Form 10-SB/A’s on file on Edgar. Persons interested in this item should refer to those documents.
ITEM 1B. UNRESOLVED STAFF COMMENTS.
None; not applicable.
ITEM 2. PROPERTY.
Description of Our Mineral Assets and Property Acquired as a Result of the 2004 Merger.
As contemplated in Industry Guide 7(b), our mineral claim property consists of three (3) patented mining claims located in the Tintic Mining District of Juab County, Utah, between a quarter and a half a mile from the city limits of Mammoth, Utah, approximately 90 miles south of Salt Lake City. The Mineral Claims can be accessed through the town of Mammoth, Utah.
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There is an unpaved, dirt road that goes up to the property from the town of Mammoth.
There are no conditions to our ability to retain title to the property other than our annual obligation to pay minimal property taxes to the Juab County Treasurer.
The rock formation and mineralization of existing or potential economic significance is described in detail in the section below titled "Type of Property/ Exploration, Development and Production History."
The work completed on our Mineral Claims, including the current state of exploration of the property and its present, is set forth in detail in the PLAN OF OPERATION section below.
We have no equipment or other infrastructure facilities, including power than can be utilized on the property, other than what is indicated in the Plan of Operation section below. This section also details our planned future exploration costs.
Our mineral assets and property are without known reserves and our proposed program is exploratory in nature.
For a view of our property, we have attached, in two PDF files, an Index Map and a Property Location Map as exhibits to this document. These two maps show the actual location of our Mineral Claim properties.
Form of Ownership
Tintic-Nevada does not hold "unpatented" mining claims. (An unpatented mining claim is a parcel of property located on federal lands that the U.S. government continues to own, though it has granted the private party claimholder the right to explore and mine the claim.) Instead, we own patented mining claims. (A "patented" mining claim is land originally held as unpatented, to which the private-party claimholder has been conveyed fee simple title by the U.S. government, after meeting the federal patenting requirements.) The important distinction or difference in the type of mineral interest it represents is that the patent gives the claimholder full and complete ownership, outright, of the land on which the claim is located. In this case, however, a former officer and director named C. Chase Hoffman owns the surface rights. Such rights were conveyed to Mr. Hoffman in 1980 in consideration for as much as $30,000 that Mr. Hoffman had advanced the Company over the years. Mr. Hoffman also retains a 3% net smelter return royalty interest in the event of any mineral production on the property.
The Effect of Regulatory Changes on Holding Unpatented Mining Claims
The U.S. Bureau of Land Management (BLM) promulgated new regulations in 1997 regarding hard rock unpatented mining claims (see 43 CFR 3809). Compliance with the 1997 regulations is both time-consuming and costly. Therefore, we do NOT intend to purchase or locate any unpatented claims, but instead, to concentrate its exploration activities on its own privately-held land and perhaps on land that, at some point in the future, it may decide to acquire, including but not limited to a possible Utah state mineral leasehold of some kind. Management believes that these BLM regulations will have little or no effect on our activities.
Type of Property/ Exploration, Development and Production History
Our three (3) patented mineral claims are lode claims. (Such claims contain deposits of minerals, in this case, gold and zinc in solid rock. A placer claim, on the other hand, is a deposit of sand and gravel containing valuable minerals.)
Our mineral claim property, which our predecessor, Tintic-Utah owned since 1933, lies within the Central portion of the Main Tintic Mining District, Juab County, Utah, approximately 90 miles south of Salt Lake City. The property is bounded on the north and east by the Centennial Eureka, the Grand Central, and Mammoth mines, and on the south and west by the Empire Mines property. The property consists of three (3) patented lode mining or mineral claims known as the Emerald, Ruby and Diamond Lode Mining Claims. These claims embrace a portion of Sections 19 and 30, Township 10 South, Range 2 West and Sections 24 and 25, Township 10 South, Range 3 West, Salt Lake Base and Meridian, bearing Mineral Survey Number 188, and together designated as Lot No. 224, more particularly described in the patent recorded at Book 60, Page 406, of the records of Juab County, Utah. These properties comprise an area of approximately 44.43 acres. These claims cover an area 3,000 feet north-south and 550 to 900 feet east-west.
11
Structurally, these properties lie along the west flank of the northward plunging asymmetric trough of the Tintic syncline. Beds strike approximately due north and dip steeply to the east. Surface exposures show the predominant rock type to be Ajax Dolomite of Cambrian Age. The central portion of the property is cut by the trace of the northeast striking Emerald-Grand Central fault. The east-west striking Sioux-Ajax fault zone is inferred to cut through the property and could intersect the northeast structure within the boundaries of the property. Due to soil cover, their exact position cannot be readily determined.
The property is located on the outcrop of the Ajax limestone. This has been one of the most favorable ore-bearing formations of the Main Tintic Mining District.
Because of general geological conditions, our property has three favorable prospects. One is in deeper development in the northern part of the property; two, in a mineralized vein near the main shaft on the 1,000 level; and three, above the 600 level on the southern end of the property.
There are several prominent fissures in our property. Fissures north of the shaft show calcite and oxidized iron. This suggests possibilities for improved mineralization at depth. Close to the shaft an east-west cross fissure reportedly carries substantial values in lead from the 200 to 1,000 levels in workings presently inaccessible. This fissure should be prospected for intersections and at greater depth. South of the shaft are two main north-south fissures. One known as the Diamond fissure shows jasperoid quartz.
A spur line of the Union Pacific Railroad with loading ramps lies less than two miles to the northeast.
The property has been explored by numerous shallow shafts, surface workings, and a one and one-half compartment shaft sunk one thousand feet deep, with levels driven at the 400, 500, 600, 700 and 1,000 foot levels. This shaft is known as the Emerald Mine or Shaft. The Emerald Mine is the largest historic mine working on the Tintic Gold Mining Company's claims group. The shaft is located on the south end of the Emerald patented lode claim near the crest of a small ridge. The mine lies between the Grand Central and the Mammoth Mines. The 1100 foot level is developed from a winze on the 1000 foot mine level. Only a small amount of ore -- approximately 1,800 tons -- was historically removed from the Emerald Mine. The grade of this ore is not known.
The Emerald Shaft is about 1,900 feet south-southwest from the Grand Central Mine shaft and approximately 2,000 feet west of the Mammoth Mine glory hole. The Emerald Shaft is collared in the highly productive Ajax Formation which hosts the bulk of copper-gold mineralization in the district and lies on strike from the Grand Central mineralizations in the same unit. The Emerald Mine is presently inaccessible and the shaft collar is partially blocked with debris and mine timbers. Several additional small shafts, declines, and pits on the claim group explore surface exposures of silicification and weak mineralization. These workings are also in the highly productive Ajax Formation and may represent "leakage" of mineralization along faults from unexploited deposits developed at depth adjacent to the existing Emerald Mine underground workings.
It is not anticipated that the opening up or rehabilitation of the old workings will be attempted at the present time or at any future time. Any possible exploration will be in the nature of surface assay sampling or testing and, if sufficient evidence is obtained, exploratory drilling may be considered. In such event, we will be subject to regulation by the Utah Division of Oil, Gas and Mining (DOGM). It should be again noted that the potential for pursuing an extensive permitting process in order to further drill the property is dependent on the prices of gold and zinc.
The mineralization of interest is believed to be of the siliceous copper-gold-silver category. However, the possibility of this property attaining the status of a gold, zinc or silver producer will depend upon the results of any future exploration testing and drilling program engaged in by us. At the present time, this property has no known ore reserves. Accordingly, we cannot be considered a "development mining company." The objective of the proposed geological mapping and other work would be to determine what exploration program, if any, to pursue.
It should be noted that although smelting facilities have historically been located within at least seventy (70) miles of the property, management believes that it would be premature and perhaps misleading to discuss milling and smelting contracts with ore purchasers inasmuch as we not only need to conduct exploratory work but no ore has been discovered and thus, no development plan or program exists. There is no assurance that ores, if they exist and if developed, could ever be sold, let alone
sold for a profit.
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As to our Claims' exploration, development or production history, if any, the extent of exploration or even development on our mineral claim properties is unknown. Management believes and is informed that approximately 1,800 tons of ore were once removed from our property. Our lack of precise knowledge as to what production or extraction occurred, when it occurred, what it sold for, what it was exactly, or was worth at the time it was extracted is understandable in that precious metals were first discovered in the Tintic Mining District area in 1870, over 135 years ago. Nonetheless, our property does contain the Emerald Shaft or Mine which existing data and other information suggests is at least 1,000 feet deep. There are also two other significant holes, shafts or "prospecting pits" on the property. As discussed further below in the PLAN OF OPERATION section and in order to devise and implement an exploration plan or program of some kind on our properties, we have commissioned and obtained a comprehensive geology report on our property.
Exploration and Rehabilitation Work
There has been no exploration or other mining-related activity of any kind on our properties since the 1930's and 1940's, except perhaps briefly before World War II. Only a limited amount of exploration or development work has been conducted on our properties since World War II. ("Exploration" is the work involved in searching for ore. "Development" is the construction and other work necessary to be carried out for the purpose of extracting ore from the deposit or mine.) In 1987, Centurion Mines Corporation ("Centurion"), later to be known and now known as Grand Central Mining Company, negotiated a five-year lease with Tintic-Utah to explore its patented mineral claims.
Centurion carried out mapping and limited assay and sampling work on our properties starting in 1987 and its successor, Grand Central Mining, terminated its lease with Tintic-Utah in 1997. The assay and sampling results it provided to us has been, in turn, provided to our consulting expert and geologist, Mr. Bruce Yeomans, who has incorporated that information into his reports to us. To the best knowledge, information and belief of current management, no more than 1,800 tons of ore production has ever come from our properties and we know little more than this. Prior to that time, our properties were inactive from World War II until 1987, when Centurion carried out limited exploration consisting mainly of geologic mapping and sampling. Centurion also performed some maintenance and rehabilitation work on our properties though it is not believed that Centurion did any maintenance or rehabilitation on the underground workings of the Emerald Mine. Centurion continued its activities through its successor until 1997. No additional work has been done on the properties since that time. Under Tintic-Utah's prior lease agreement with Centurion, Centurion was obligated to do a certain amount of assessment work every five (5) years. This was done and we possess limited copies of the assessment and sampling work carried out by Centurion and its successor.
Future Plans for Exploration.
To date, management has NOT applied for exploration permits for work on any of its patented mineral claims. However, it is possible, depending upon market conditions, that we may consider conducting geological mapping, geochemical sampling, and geophysical surveys, but only if sufficient funds are available for such purpose, and if all goes well and we have sufficient capital, to possibly file applications for permits that would permit exploratory sampling or drilling to be carried out. We currently lack the investment or working capital to carry out any type of drilling exploratory operations at this time. This will depend on sources of and the availability of a joint venture partner who would contribute funds for this purpose. It would also depend upon the prices of gold, zinc and silver. Accordingly, no assurance can be given that exploration will in fact be either undertaken or carried out.
As of the date of this document, none of our officers, directors, or major shareholders has had any preliminary contact or discussions with any specific business or financial opportunity, directly or indirectly, nor are there any present plans, proposals, arrangements or understandings regarding the possibility of an acquisition, exchange or other financing arrangement with any specific business opportunity, potential partner or other person. There are also no mineral claim properties, other than those we currently own and hold, that we are currently evaluating.
In order to be able to present a realistic exploration plan or program to a potential mineral exploration partner or venture capital partner or investor, we commissioned and obtained a comprehensive evaluation report in 2005. Among other things, this report identifies a work sequence to be undertaken in order to carry out a mineral exploration program. This report specifically identifies exploration targets on our Claims, a task that we believe will work as a positive inducement to prospective mineral
13
exploration partners interested in our claims inasmuch as this is something they will not be required to spend money on themselves.
Research and Exploration Activities.
Other than a comprehensive evaluation report we commissioned and obtained from our consulting geologist, a report which provides us with an exploration work sequence on our Claims, we have not incurred any material costs for research or exploration activities since our inception. We have only been in existence since March 8, 2004, and therefore our research and exploration costs to date have been minimal.
Compliance with Environmental Laws.
We do not believe that we will incur any material costs relating to efforts to comply with environmental laws or other governmental regulations. This is because, at this time, we do NOT have a specific exploration program that we intend to implement. In the event that we undertake a mining exploration program, we must comply with various federal, state and local provisions that regulate the discharge of materials into the environment and which further govern the conduct of mining activities for the protection of the environment. To our knowledge, we have been in full compliance with all applicable environmental regulations since our inception and we intend to continue to fully comply in 2009 and beyond.
To management's best knowledge, information and belief, we are neither listed on any known environmental cleanup roster, nor is our property listed on or within any "Superfund" site. In the summer of 2002, the federal Environmental Protection Agency (EPA) listed the Eureka, Utah, area (an area within the Tintic Mining District) as a Superfund site because it was concerned about possible lead contamination of Eureka, Utah, inhabitants. Nonetheless, our properties are located near another town, Mammoth, Utah. While we understand that a state agency has, within the few years, taken soil samples on or near the town of Mammoth, we have received no notice that the EPA or any corollary state agency intends to do any environmental clean-up or other work to or with any property located in or near the town of Mammoth, let alone our own properties. See the section below titled "Legal Proceedings."
In the event that we undertake a mining exploration program on our properties and, in order to fulfill environmental compliance obligations, we must be aware of and attend to the complex requirements of both state and federal laws encompassing matters affecting land, mineral rights and/or the surface under which mining exploration activities are proposed. Such compliance would likely materially affect our capital expenditures, earnings and competitive position in the following general areas:
1) surface impact, 2) water acquisition, 3) site access, 4) reclamation, 5) wildlife preservation, and 6) permit and license qualification. To date, compliance has not had a material financial effect or other impact on us because our activities have not had a material and significant impact on the environment.
In the event that we become active in exploring our properties, compliance with environmental regulations could substantially impact or drain whatever capital resources we would have. Such future compliance could include performing feasibility studies on the surface impact of our proposed operations; minimizing surface impact, water treatment and protection; reclamation activities including rehabilitation of various sites; and on-going efforts at alleviating the exploration impact on wildlife. Moreover, governmental agencies may require permits or bonds from year to year to ensure our compliance with applicable regulations.
During fiscal 2008, we did not engage in any activity that would have required us to obtain any permits or bonds; nor did any governmental agency cause us to expend any funds to comply with any material environmental regulation. Moreover, we do not anticipate that any reclamation bonding will be required of us during 2009, or in the reasonably foreseeable future.
We do NOT anticipate any material capital expenditures for environmental control facilities during fiscal 2009. The cost of future compliance affecting our mineral properties will depend upon the extent and type of exploration and testing that we decide to undertake or have the financing to undertake.
There can be no assurance, however, that we will be able to comply with all requirements imposed on any such future development, or that we will be able to economically operate or pursue exploration activities under existing or future regulatory
requirements.
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Government Regulation/Obtaining Necessary Permits to Conduct Exploration Activities.
As we currently have no exploratory operations, we do not believe we are subject to governmental regulations, which may relate to our business.
At such time as we engage in exploration activities on our Claims, if we do (and no assurance can be given that we will), we must undergo an extensive state and federal permitting process. Operating and environmental permits will be required to be obtained from applicable regulatory bodies utilizing technical applications filed by us. Once we have obtained the necessary funding and financing to do so, we will identify external mining and geology consultants to assist us with preparing and filing permits with all applicable state and federal regulatory authorities.
The rules and regulations of the Utah Department of Oil, Gas and Mining (DOGM) are complex relative to obtaining a permit for exploration or for conducting small mineral extraction operations (defined as involving less than 5 acres of total disturbance). The process is essentially as follows: The applicant first files a permit application with DOGM and, pursuant to a Memorandum of Understanding (MOU) by and among the various state and federal agencies having competing regulatory authority, the application is reviewed on a coordinated basis by DOGM, the federal Bureau of Land Management (BLM), the U.S. Forest Service (USFS) and the Department of Environmental Quality (DEQ). The applicant is notified of any deficiencies in his application and is generally requested to submit additional information. If all of these agencies pass off on the application, the applicant is given a permit. If the applicant seeks to conduct a large scale mineral extraction operation (defined as in excess of a 5 acre disturbance), the process is more complex, detailed and extensive. For example, the regulatory review then involves an assessment of technical adequacy of the applicant's plans and more extensive environmental concerns are involved such as potential contamination of ground water. Once DOGM gives tentative approval of a large scale mineral extraction operation, notice must be provided to adjacent land owners, the county zoning authority, the Resource Development Coordinating Council (RDCC), and newspapers for publication. Public hearings are then called and held. Even if approval is obtained, the applicant must then provide adequate reclamation surety documents to ensure adequate reclamation upon completion of operations. In addition to the foregoing, DOGM has recently been required to seek an historical and archeological consultation/clearance from the Utah Division of State History. DOGM notifies this agency that it has received a new exploration or mining notice application and the Division of State History notifies DOGM within 15 days (exploration or small mining notice) or 30 days (large mining notice) if they believe a formal survey of the proposed area should be conducted by the applicant. This process applies to both private and state-owned land. If the area involved is federal ground, we are informed that the federal government does its own archeological clearance during its own NEPA/EA review process.
The above permitting process is time consuming and expensive and we currently lack the resources and capital to initiate a permitting process relative to our Claims. At the same time, current management lacks the qualifications and other expertise necessary to engage in this process without the assistance of experts or mineral exploration company partners.
ITEM 3. LEGAL PROCEEDINGS.
As of the date of this filing, we are NOT a party to any legal proceeding, either as plaintiff or defendant. We are also not aware of any pending legal proceeding contemplated by a governmental authority concerning our business or properties. Our financial statements, as set forth below, have therefore NOT been adjusted to reflect any material uncertainty regarding exposure to liability in any legal proceeding.
To management's best knowledge, information and belief, our property is neither listed on any known environmental cleanup roster nor otherwise listed on or within any designated "Superfund" site. We are aware, however, that in 2002, the federal Environmental Protection Agency (EPA) declared the town of Eureka, Utah, as a Superfund site for lead contamination, an area approximately 3 miles from our properties. We have received no actual or direct notice or knowledge of these events and management knows nothing further in this regard as it may potentially relate to our Mineral Claims. During 2002, the Utah Department of Air Quality undertook soil sampling in and around the town of Mammoth, Utah, an area near our properties. We are informed that some of these samples showed elevated levels of contaminants. We believe that, to a large extent, this is a natural phenomenon in the area. Nonetheless, we have received no notice that these findings have any impact or other bearing on our Mineral Claims and management does NOT believe that our properties can, or will, be considered a source of any such
alleged contamination.
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Measures Taken To Insulate Us Against Future Mineral Claim Asset Liability
In 2001 and in an effort to insulate our predecessor, Tintic-Utah, the prior owner of the property, from future liability, our predecessor (which at that time owned our Mineral Claims) hired a geologist and environmental engineer named Bruce Yeomans of B. Yeomans Consulting, Inc., an expert, who constructed a six foot high chain link fence, with four 30-foot runs, around the Emerald Shaft or Mine located on the property. The fence was also stranded with barbed wire along the upper edge. This was done to mark the shaft and otherwise prevent intruders and trespassers from getting injured by possibly falling into the mine shaft, a shaft which existing data suggests is at least 1,000 feet deep. The shaft had been partially collapsed around the collar and campers appeared to have lit bonfires adjacent to the open shaft on the flat topped dump around it. After this fence was built, a "dangerous/no trespassing" sign was posted on it. In a further effort to insulate us from and against future liability, this work was also photographed. In addition, Mr. Yeomans further erected a 12 foot long, three stranded, 4-foot high barbed wire fence across the access road to the Emerald shaft at the approximate eastern boundary of the property. This was done to further discourage intruders and trespassers, the large majority of whom are hikers and campers in the summer and snowmobilers in the winter.
Based on a written Ingress/Egress and Right of Entry Consent given by us to the Utah Department of Oil, Gas & Mining on January 31, 2008, we have given the Utah Abandoned Mine Reclamation Program permission to cover the Emerald Mine Shaft on our property with steel and/or metal grates or mesh or some other protective mechanism to prevent trespassers or others from falling down the hole. We have not authorized them to back-fill the hole and don’t believe that they could in any event because it is too deep and would require too much dirt and labor. We have not visited the Mineral Claims in a while and therefore, have not had the opportunity to inspect the work of the Abandoned Mine Reclamation Program, nor do we know for certain if they have completed their work. If not, we believe, based on conversations with them, that they will finish up this summer or fall. We believe this will be a good thing in that it will further insulate us from potential liability in addition to the fence that our consulting geologist built around the mining shaft in the past.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
We did not submit any report, proxy statement or information statement to security holders during the fiscal year ended December 31, 2008.
We are subject to the information reporting requirements of the Securities Exchange Act of 1934 (the "Exchange Act"), and, in accordance therewith, we file reports and other information with the Commission. Reports and other information filed by the issuer with the Commission can be inspected and copied at the Commission's Public Reference Library in the Commission's own building located at 100 F Street, N.E., Washington, D.C. 20549. Copies of such material can be obtained from the Public Reference Section of the Commission at prescribed rates. An interested person may also obtain information about the operation of the Public Reference Room by calling the Commission at 1-800-SEC-0330.
Inasmuch as we are an electronic filer, and the Commission maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the Commission, an interested person may access this material electronically by means of the Commission's home page on the Internet at www.sec.gov.com. To facilitate such access for an interested person, our CIK number is 0001301839.
As of the date of this filing, we have not established our own web address or web page nor do we have any plans, at present, to do so.
PART II
ITEM 5. MARKET FOR COMMON EQUITY, RELATED SHAREHOLDERMATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.
Market Information.
Our common shares are quoted on the Over-the-Counter Bulletin Board (OTCBB) administered by the Financial Regulatory Authority (FINRA), formerly the NASD, under the symbol TMGG.OB. The following table sets forth the trading activity in our stock over the last two fiscal years as reported by the OTC Bulletin Board, and represents prices between dealers that do not include retail markups, markdowns or commissions, and may not necessarily represent actual transactions at the indicated prices:
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TMGG - TINTIC GOLD MINING CO. |
|
|
|
|
| Year Ending December 2007 | |||||||||||||||||||||||||
|
| BID |
| ASK |
| PRICE |
|
| |||||||||||||||||||||||
END DATE |
| HIGH |
| LOW |
| CLOSE |
| HIGH |
| LOW |
| CLOSE |
| HIGH |
| LOW |
| CLOSE |
| VOLUME | |||||||||||
12/29/2007 |
| .25 |
| 0.2 |
| 0.25 |
| 0.5 |
| 0.45 |
| 0.5 |
| - |
| - |
| - |
| - | |||||||||||
09/28/2007 |
| 0.20 |
| 0 |
| 0.20 |
| 0.50 |
| 0 |
| 0.50 |
| 0.50 |
| 0.20 |
| 0.50 |
| 5,270 | |||||||||||
06/29/2007 |
| 0 |
| 0 |
| 0 |
| 0 |
| 0 |
| 0 |
| 0 |
| 0 |
| 0 |
| 0 | |||||||||||
03/30/2007 |
| 0 |
| 0 |
| 0 |
| 0 |
| 0 |
| 0 |
| 0 |
| 0 |
| 0 |
| 0 |
TMGG - TINTIC GOLD MINING CO. |
|
|
|
|
| Year Ending December 2008 | ||||||||||||||||||||||||||
|
| BID |
| ASK |
| PRICE |
|
| ||||||||||||||||||||||||
END DATE |
| HIGH |
| LOW |
| CLOSE |
| HIGH |
| LOW |
| CLOSE |
| HIGH |
| LOW |
| CLOSE |
| VOLUME | ||||||||||||
12/31/2008 |
| 0.1 |
| 0 |
| 0 |
| 0.51 |
| 0 |
| 0 |
| 0 |
| 0 |
| 0 |
| 0 | ||||||||||||
09/30/2008 |
| 0.15 |
| 0.07 |
| 0 |
| 0.51 |
| 0.2 |
| 0 |
| 0.2 |
| 0.2 |
| 0.2 |
| 1,200 | ||||||||||||
06/30/2008 |
| 0.25 |
| 0 |
| 0 |
| 0.51 |
| 0 |
| 0 |
| 0.2 |
| 0.2 |
| 0.2 |
| 15,000 | ||||||||||||
03/31/2008 |
| 0.25 |
| 0.25 |
| 0 |
| 0.51 |
| 0.5 |
| 0 |
| - |
| - |
| - |
| 0 |
We currently have no outstanding warrants, options, incentive stock option or employee compensation plans of any kind or nature. At the same time, and though there are currently no plans to do so, no assurance can be given that such derivative securities will not be issued in the future.
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Shares Held by Affiliates.
At present, none of our officers and directors own or control any shares that are not "restricted" or which do NOT bear a restrictive legend of some kind such as a “control person” legend.
Of the 2,109,643 shares currently issued and outstanding, 1,670,584 are held by affiliates and are therefore “restricted” in some fashion. This means that there are 439,059 shares that are not "restricted" in any way. These 439,059 shares thus comprise what is called “the float,” that is, the shares that can trade freely in interstate commerce. Reference is made to Item 12 of Part III below titled SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.
No Warrants or Stock Options Issued or Outstanding.
We currently have no outstanding warrants, options, incentive stock option or employee compensation plans of any kind or nature. At the same time, and though there are currently no plans to do so, no assurance can be given that such derivative securities will not be issued in the future.
Holders
According to our stock transfer agent, Standard Registrar & Transfer located in Draper, Utah, as of the date of this Annual Report, we have 353 holders of record of our common capital stock.
Description of Our Securities
Our authorized capital stock consists of 50,000,000 shares of common capital stock, $0.001 par value, of which 2,109,643 shares are considered issued and outstanding as of our fiscal year-end, December 31, 2008. As of the date of this annual report, no additional shares have been issued.
We have no preferred shares either issued or authorized.
Voting Rights
Stockholders are entitled to one vote on all matters to be voted upon for each share of common stock held. The shares do not have the right to cumulative voting for directors, meaning that holders of more than 50 percent of the shares voting for the election of directors can elect all of the directors if they choose to do so.
Liquidation Rights
In the event of liquidation, dissolution or a winding up of us or our affairs, holders of common stock would be entitled to receive pro rata all of our remaining assets that are available and distributable to the shareholders after first satisfying claims of creditors and anyone else having rights that are superior to those of the common stockholders.
Preemptive Rights
Stockholders do NOT have a preemptive right to acquire our unissued shares of common stock.
Dividends and Dividend Policy
Our Board of Directors has NOT declared or paid cash dividends or made distributions in the past and we do not anticipate that we will pay cash dividends or make distributions to shareholders in the foreseeable future. We currently intend to retain and invest future earnings, if any, to finance our operations.
The holders of our common stock are entitled to receive such lawful dividends as may be declared by the Board of Directors. As of this date, no such dividends have been declared nor does management believe it likely that dividends will be declared in
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the near or distant future. The payment of any future dividends will depend upon, among other things, future earnings, capital requirements, our financial condition and general business conditions. As a result, there can be no assurance that any dividends on common stock will be paid in the future. We also have no redemption or sinking fund provisions applicable to any shares of common stock.
Securities Authorized for Issuance under Equity Compensation Plans.
We have NOT authorized any securities for issuance under any equity or other compensation plans of any type or nature, inasmuch as we have NOT adopted any such incentive or compensation plans and have no intention, at present, to do so.
Recent Sales of Unregistered Securities.
None.
Use of Proceeds of Registered Securities.
None; not applicable.
Purchases of Equity Securities by Us and Affiliated Purchasers.
None; not applicable.
ITEM 6. SELECTED FINANCIAL DATA.
Responding to this item is not required for smaller reporting companies.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION AND RESULTS OF OPERATIONS.
Our discussion hereunder is based on certain reasonable expectations concerning mining exploration in general and, in particular, our ability or inability to obtain the type of financial capital or funding necessary to implement or engage in a mining exploration program of some kind on our properties located in the Tintic Mining District of Juab County, Utah. These expectations involve "forward-looking statements." We do not intend to forecast what may or may not occur in the future, nor can we predict that any particular event may or may not occur. Management emphasizes that it can neither control nor predict many of the risks and uncertainties applicable to, or involving, a mining exploration company that currently lacks investment capital and funding.
During December 2007, right before the beginning of our 2008 fiscal year, we met with officials with the Utah Department of Environmental Quality (DEQ) and talked to them about whether there would be any special remediation efforts required of us or a joint venture partner if we engaged in any exploratory activity on our mining claims. We contacted them because we were informed that the Canadian mining company mentioned in the paragraph immediately below had also met with them. During our meeting, we learned that the DEQ really lacks jurisdiction over any mining operations or clean up unless a particular and unique environmental hazard or problem arises that DOGM can’t handle. The DEQ thus referred us to the EPA.
In January of 2008, we contacted the EPA in an effort to learn whether or not we, or a joint venture mining partner, would be required to finance or undertake any special clean up or remediation of possible contamination undertaken by others in the past, if that contamination were on or near any exploratory activity that we undertake. We asked this question because we were under the impression that this possible requirement or obligation may have scared off a Canadian mining company that we learned had been interested in the Mammoth, Utah, area in 2007, an area where our Mineral Claims are located. The following summarizes the EPA’s response to our inquiry, a response we received by email on or about March 6, 2008:
1. The EPA isn't in the position of giving legal advice to a company such as yours wanting to
conduct mining operations and the EPA does not provide "comfort letters".
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2. If your company intends to mine in an area already contaminated or that is part of a Superfund site, you should refer to the provisions of CERCLA including section 122. Unless we were entering into a settlement, the EPA is not in the position to define exactly what a company can or can not do in its mining operations to avoid incurring liability - anything we said could be open to interpretation and could be seen as limiting our enforcement discretion and ability to enforce CERCLA.
3. If the company does not cause or contribute to the release or threat of release of hazardous substances, it should be able to avoid incurring liability under CERCLA.
4.
We believe that your property is outside the Eureka Superfund Site boundary as it is currently defined. We don't believe that we have conducted much if any sampling on your property or in the vicinity of your property so it would be difficult to say whether or not your property is contaminated.
During our 2008 fiscal year, we had serious difficulty attracting any interest in our mining claims. We believe that this has been due to the fact that the land ownership in the Tintic Mining District is very fragmented, meaning that ownership is held in the names of numerous, numerous corporations and individuals, many possibly having conflicting ownership rights and interests. At the same time, we believe that a serious mining company or joint venture mining partner would want to be able to tie up an extended or large area or block of land. Fragmented land ownership therefore means that a mining company or joint venture partner would have to spend a lot of time and energy on land and title work and, when all is said and done, may not be able to lock up or amass a large block of land. Accordingly, extensive land and title work in the overall area of our mineral claims would likely be a significant expense and cost that a prospective joint venture mining partner is not willing to assume.
We also believe that the significant EPA presence in the Eureka, Utah, area, while it completes its Superfund clean up operations, may also have a negative effect or impact on a potential mining company or a joint venture mining partner, simply because such a potential partner may fear that the EPA would require them to do remediation, etc., that they wouldn’t otherwise be required to do if the EPA were not highly present and active in the area.
We also believe that the economic downturn and current recession which began at the very end of 2007 and which has become substantially worse during the latter part of 2008 and early 2009, has had a serious negative impact on our ability to attract a joint venture mining partner of some kind. Such inauspicious economic conditions have also had a negative impact on the entire mining industry as a whole, not to mention other industries. This is evidenced by the drop in the current prices of major mining companies’ stocks. This situation makes us highly doubtful at the present time as to whether or not we will be able to carry out our current business plan in the near future. As we have previously disclosed in our Edgar filings, these factors may leave us little choice but to revise our business plan considerably in the very near future and otherwise take the Company in another direction, the form of which we cannot predict at this time.
Because of the difficulty we have had over the last 4 years getting a major mining company interested in our properties, let alone the overall Tintic Mining District, we have no way of predicting or making any judgments, at the present time, about the viability of our business plan and plan of operation. We are surprised at the overall lack of interest in our Mineral Claims by the mining community, particularly given the enhanced prices of precious metals over the last few years. If we are unable to attract a joint venture mining partner within the next year and perhaps less, we will be forced to look at other business opportunities for the Company and we may be forced to do so sooner rather than later, the form of which we cannot predict at this time.
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Liquidity and Capital Requirements.
At of the date of this Annual Report on Form 10-K, we lack the necessary capital to implement a full-fledged mineral exploration program. We currently have nominal cash in our checking account. Be this as it may, the amount of cash in our checking account at any given time is largely meaningless in that our officers and directors have advanced us money when necessary to pay our debts and expenses. At present, there are no plans to charge interest on such advances. However, in the event we modify our agreement in the future with our insiders to allow for the charging of interest, we do not believe it would have any material impact on us or our liquidity because we would likely not agree to such a modification unless we were profitable.
We will be able to satisfy our cash requirements for as long as the next 12 months in that our officers and directors have committed themselves to advancing what funds are necessary to satisfy our cash requirements and keep us current in our 1934 Exchange Act reporting obligations. We believe that this time period is consistent with the disclosure in our PLAN OF OPERATION described below in that we believe that by the end of this current 2009 fiscal year from now or less, we should be able to complete our business plan. If not, we will know by then what it will take to complete it or, we will know that it cannot practically be completed. In this regard, the current state of our economy and its effect or impact on the entire mining industry, among other industries, leads us to believe at the current time that the likelihood of our completing our business plan is highly doubtful. In such event, as we disclose elsewhere herein, we will need to take the Company in another direction.
Management believes that the ability to locate and "sign up" a joint venture partner or mining company partner of some kind has been exceptionally difficult and has depended upon a variety of factors such as the price of silver, lead and gold, the cost of mining exploration, the ability of a joint venture partner to sign up other, adjoining property owners, major mining companies’ access to capital, and possibly, interest rates, not to mention the overall state of the economy. These are factors and circumstances that are beyond our control and which cannot be predicted with any certainty. We currently have no specific sources of financing, including bank, private lending sources, or equity capital sources. We also cannot assure anyone that we will be able to develop any joint venture partner sources in the future. Further, we are unable to guarantee that at the expiration of a year from now or less, that individual members of management will continue to advance us sufficient money to make us continue in our reporting obligations. We do not mean to imply, however, that individual members of management will NOT continue to advance us funds beyond the next year, particularly if there is likelihood that we will be able to complete our business plan. On the other hand, it is also conceivable that we can complete our business plan in less than1 year or, we might learn that it cannot be completed within that time frame. If management does not desire to loan or advance sufficient funds to continue beyond the next year for the simple reason that the prospects of our business plan look bleak, we may be required to look at other business opportunities, the form of which we cannot predict at this time as to do so would be highly speculative on our part.
Contingency Planning.
We have few assets and limited capital, with no operations and no current sources of income.
It is anticipated that we will require only nominal capital to maintain our corporate viability and necessary funds will be provided by officers and directors for as long as at least the next year. However, unless we are able to enter into a partnership or joint venture relationship with an experienced entity willing to finance our intended exploration, we will likely not be able to achieve our operational goals. In such event, management will be forced to look at other business opportunities.
Off-Balance Sheet Arrangements.
None; not applicable.
No Likelihood of Raising Exploration Funding on Our Own.
We do not have the ability, at this time, of directly raising, on a secondary offering or private placement basis, the money to engage in a drilling exploration program of our own and on our own, particularly when we lack the expertise ourselves to implement and oversee such a project. See the paragraph below titled "The Phased Nature of Our Planned or Proposed Exploration Program." We are not interested in doing so because we do not know whether such efforts would be successful,
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particularly under the current economic recession. We also believe and are informed that such an effort would be very expensive in terms of the legal and other costs associated therewith and we would rather spend what limited resources we have on pursuing a joint venture mining partner. We also have no idea what securities brokerage firm, if any, would possibly be interested in underwriting such an effort at all, let alone under current economic conditions. Since the increased price of metals since early 2004 would appear to have made the overall exploration environment more financing-friendly (gold, for example, having recently attained a price of over $900 per ounce) and based on the overall history of the Tintic Mining District, we believe that it makes far more sense to do what is necessary to attract an experienced and well financed mineral exploration partner or joint venturer, that is, if we can. This is our basic plan of operation at the present time. Unfortunately, over the last 4 years, we have been unable to attract any serious interest in our Mineral Claims.
Plan of Operation for the Next Twelve Months
During the next twelve months, we will continue to attempt to identify and contract with a mineral exploration company that will agree to search for minerals that may underlie our Mineral Claims. During the time our search is in progress, the small amounts of cash required to maintain our operations, as well as the costs associated with the identification of and contracting with a mineral exploration company partner, will be provided by what cash is advanced by our officers and directors. Our officers and directors have agreed to advance us that which is necessary for us to carry out our business plan, provided that such plan remains viable. At the same time, our officers and directors are NOT under any contractual obligation with the Company to finance us; they are doing so because they want to. We do NOT have any written agreement with them in this regard nor do we intend to enter into one. Future funding provided by our officers and directors will be carried as a payable on our financial statements. As a result, we do not believe there will be the need to raise additional funds during at least the next twelve months, other than through our officers and directors, if and when required. Since our officers and directors have agreed to provide us with the funding necessary to pursue our business plan, we consider this a legal obligation to such extent simply because investors and shareholders may rely on this funding commitment or arrangement.
If we come to the conclusion that we cannot carry out our business plan, due to the current economy or other reasons, including lack of interest in our Mineral Claims, we will be forced to look at other business opportunities, the form of which we cannot now predict as to do so would be premature on our part. Having said this, we are admittedly developing serious doubts about the viability of our current business plan.
In order to attract mineral exploration company partners and pursue an exploration program of our Mineral Claims, we have needed a specific and realistic business plan for this purpose, a plan that includes specific drilling targets and the estimated cost thereof. Accordingly, back in April 2005,we hired an environmental and geological engineer named Mr. Bruce Yeomans who provided us with a detailed and comprehensive geology report and analysis of our Mineral Claim properties. Because this report provides a more comprehensive evaluation of our properties, including exploration targets and the estimated costs thereof. We have included or summarized portions of such report below. Our plan to explore our mineral claims focuses on, based on such report, not only evaluating certain specific exploration targets but also completing eight (8) separate work sequences identified below, the cost of which has, to date, been borne by us with what capital we have had
The specific steps or sequence of events or “milestones” necessary to attract a mineral exploration partner or joint venturer and otherwise implement a mineral exploration program are as follows:
1) Locate the claim corners in the field so that property boundaries are known. (This step was accomplished three or four years ago by our consulting geologist when we commissioned his geology report. If we need more specific or exact markers, we will hire a surveyor to do so. We anticipate that the cost would be between $1,000 or $2,000. As of now, and unless requested or required by a mineral exploration partner, we do not believe that this cost or expense will be necessary.
2) Evaluate the status of adjacent mineral claims, so that investor interest will not be limited to the three claims we hold. Several of the mineral targets trend off of our claims. (The adjacent claims to which we refer are known as the Grand Central Claims. While we have not thoroughly evaluated the status of these adjacent claims, we know the owner and have been in discussions with the owner over the last several years. This individual, who is also a geologist, has indicated to us that he would be willing to work out a suitable arrangement with a mineral exploration partner, if we can bring one to the table. There is no cost associated with this step or sequence of events as what information needs to be known about the Grand Central Claims and their geology can and would be supplied by the current owner. Accordingly, this step or sequence is essentially complete.)
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3) Collect additional surface rock samples, as indicated by surface mapping or inspection. If so indicated, sampling will be conducted in accessible portions of the scattered surface mine diggings and in areas of exposed hydrothermal alteration. Samples will be analyzed for gold, silver and "pathfinder" elements, including arsenic and barium. Anomalous areas at the surface may indicate "leakage" of hydrothermal fluids along faults and fault intercepts from potential mineralized zones at depth. These areas will be incorporated into a three-dimensional evaluation of the property for potential drill testing. (Based on what our consulting geologist has told us, we are not aware that rock samples are necessary to be obtained at this point. We believe that if an interested mineral exploration partner is interested in our mineral claims, they would likely want to do sampling themselves, as they would likely want to analyze the results themselves. Having said this, our geologist would charge us by the hour for sampling if necessary and then we would pay for assaying at a recognized assaying laboratory. This, we believe, would cost between $1,000 and $2,000. We are not aware that this step or work sequence is necessary at this time, particularly given the lack of current interest in our Mineral Claims.)
4) Update our more recent, April 24, 2005, report if necessary as a result of any surface sampling. Contact and distribute report to target groups familiar with high-grade underground mineral exploration ventures. (This report was authored by our consulting geologist and we know of nothing at this point that would require us to update it. Accordingly, there is no cost that we know of at the present time associated with this sequence of events or step. As of the date of this annual report, we have provided our geology report to three large US and Canadian mining companies, one junior Canadian mining company, and one junior mining company located in England. We are also informed that our consulting geologist provided a copy of our report to a small mining company that has been doing exploration work in the Carlin, Nevada, area.)
5) Keep abreast of ongoing E.P.A. response activities in the District. (There is no cost associated with this step or work sequence and we intend to do it ourselves as an incident to our business. At the same time, our consulting geologist is aware of EPA and Utah Department of Oil, Gas & Mining (DOGM) responses in the district and he has indicated an intent to communicate any changes to us if they are material to us and our Plan of Operation.)
6) Contact as many mining and mineral exploration companies as possible who we believe might be interested in partnering or joint venturing with us to explore our mineral claims. (This is a task that comprises the principal part of our business plan at this point and we have been doing it in the ordinary course of our business over the last 3 to 4 years. While we have contacted several mining companies to date, unfortunately we have not been able to get any potential exploration partner or joint venturer interested in either our Mineral Claims, the Mammoth area, or the overall Tintic Mining District. We are not sure why though we believe it is related to the three factors summarized in the beginning of Item 7 above.)
7) Conduct property tours with interested parties. (The only cost associated with this step is whether we would be accompanied by our consulting geologist. If so, we would pay him by the hour. The only additional cost is transportation. To date, we have conducted only two Mineral Claim property tours, one with a large US mining company whose stock trades on the NY Stock Exchange and another with a junior Canadian Mining Company. Neither subsequently expressed any interest in our claims and both indicated that they would “get back to us” but, to date, they have not.)
8) Negotiate mineral agreement to explore the mineral claims. (This task has obviously not been accomplished and we believe that the only cost associated with this might be attorney's fees, if in fact we got to the point where we would need or want an attorney to review a draft agreement.)
We have NOT identified any one potential mineral exploration partner. There are several mining companies in the United States and elsewhere that we are hopeful may, at some point, become interested in our Mineral Claims. Most if not all are familiar with the Tintic Mining District. Unfortunately, we can make no assurance that anyone will ever become interested in us or our Mineral Claims. Because we have not been successful in our efforts to attract a joint venture mining partner, we have nothing to report in that regard at this time.
EXPLORATION TARGETS
The following discusses certain specific and suggested exploration targets on our mineral claims that we currently believe would be suitable for exploration. We believe by identifying such targets, we have done significant work, in advance, on behalf of a potential or prospective mineral exploration partner or joint venturer.
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1. Background.
The limited past development and production to date from our claims is in part due to the fact that the stratigraphic (i.e., geology dealing with the earth's strata) and structural controls to ore formation were not well understood when the Emerald Mine was originally dug or excavated. The Emerald Mine exploration and most of the District's exploration and development work was completed (1880's to 1920's) before G. W. Crane ("Crane"), an engineer for U.S. Smelting and Refining, compiled the first district-wide mapping in 1930. U.S. Smelting and Refining owned and operated the Centennial-Eureka Mine, the largest producer of gold and copper in the District. After reaching an agreement with the numerous independent mine owners in the Main Tintic District, Crane was authorized to determine stratigraphic and structural controls to ore deposit formation by mapping each mine. For the first time in the District's history, but unfortunately after the District was into the end of its productive life, ore controls on mineralization that crossed property boundaries were determined. Centurion Mines Corporation, a former lessee of our mineral claims, built on Crane's work in the late 1980's and early 1990's, by having access to all of his underground mapping and sampling. Crane's ore controls were evaluated within the more newly developed understanding of the structural complexities of wrench fault systems, systems that are prevalent in the Tintic Mining District.
Exploration work relating to our Emerald Mine intersected scattered weak mineralization on all levels of the mine but not in large enough quantities to contribute to significant development or production. Favorable gold values were reported on the 600 foot level of the mine and were documented and evaluated by G.W. Crane during his District-wide ore controls evaluation. Crane felt that this mineralization was evidence of the southerly continuation of the Centennial Ore Channel mined in the Grand Central and Centennial-Eureka Mines. Crane wrote in an internal report to U.S. Smelting and Refining:
"The Emerald Mine happens to be at the extreme southern, or gold/ copper end of the Gemini or Centennial Channel, the largest producer of five major ore zones, and for this and other reasons, is due to become a producer of ore consisting of gold. On the same fissure, to which recent developments in the Emerald Mine have been directed, ore bodies on the lower levels of the Grand Central Mine have their principle values in gold and copper, indicating the trend in the direction of the Emerald" (G. Crane, March 28, 1933).
2. Generalized Exploration Targets on the Tintic Gold Claims.
The majority of all Tintic Main District ore is preferentially developed within only five of the numerous Paleozoic carbonate formations that have been found to be present in the District. Of these units, a formation named the Ajax Formation has hosted most of the copper-gold production in the District. The Ajax Formation crops out extensively on the Tintic Gold mineral claims group and is cut by intersecting faults which are known to be mineralized in the Emerald Mine workings and in the adjacent Grand Central, Mammoth and Centennial-Eureka Mines. The Ajax Formation on our claims is near vertical to steeply west dipping and lies on the western limb of the broad Tintic Syncline. The most persistently mineralized portion of the formation is the Emerald Unit which lies in the lower half of the 640 foot thick Ajax Formation. The Emerald is a medium grained grayish-white colored massive dolomite bed that lies about 100 to 180 feet above the base of the unit and averages about 30 feet thick. Ore mined in the deepest portions of the Grand Central (Grand Central Ore Channel) and Centennial-Eureka Mines (Oklahoma Stopes) which are located directly north of the Tintic Gold ground, is also hosted by the Ajax Formation. In those mines, however, the Ajax Formation dips about 45 degrees to the north and the bedding conformable ore is subhorizontal since they lie near the axial plane of the syncline at a mine depth of from 1,900 to 2,300 feet.
We believe, at the present time, that the up dip extension of the mineralized Ajax host in the Grand Central and Centennial-Eureka Mines is the best exploration target on our claims. The Ajax Formation -- especially the Emerald member --- is cross cut by the ore controlling, generally steeply west dipping, north trending sinistral faults, namely, the Iron Break Fissure (Grand Central and Centennial-Eureka Mines), the West Break Fissure (Grand Central Mine), the West Mammoth Split Fault (Mammoth Mine), the Mammoth Fault (Mammoth Mine) and the Grand Central Fault (Grand Central Mine). The sinistral or northerly trending faults provide the conduits and structural preparation for potential ore development in the reactive and brittle carbonates that are present there. We believe that these faults in the Ajax Formation are especially good targets for exploration where they are intersected by east-west faults.
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3. Specific Exploration Targets on the Tintic Gold Mineral Claims.
On the 600 Level (6,224 feet above mean sea level ("amsl")) of the Emerald Mine, southeast of the shaft (6,830 feet amsl), a winze was sunk on a vein of gold bearing quartz in the Ajax Formation. The vein is reported by G. Crane to have positive gold assays in the winze and small sublevel drift. The vein lies on the intersection of the east-west striking 245 Fissure in the Emerald Mine and the sinistral, northeast striking Iron Break Fissure which carries 2 to 3 opt silver in the Centennial-Eureka Mine 1800 foot level drift (4,935 feet amsl). The Iron Break Fissure controls north trending ore deposition in the Opohonga Formation in the Grand Central Mine 1300 to 1800 foot levels (5,828 to 5,347 feet amsl) and in the large westerly trending Ajax Formation stopes on the 2000 to 2300 foot levels (5,147 to 4,845 feet amsl). Crane believed that this intersection and the gold-bearing quartz was the top of an irregular ore pipe that was 5 to 6 feet in diameter where exposed in the workings. He felt that additional prospecting should be conducted below this mineralization in the Ajax and Opex Formation carbonates.
On the Emerald 600 Level (6,224 feet amsl), drifting on the level to the south of the quartz vein described above cut various positive gold results approximately 350 feet and 950 feet away in the Ajax and underlying Opex Formations. The lowest of the assay results was on the lower Ajax formation probably on a fault but it is not described. The higher or more positive assay value is on a north-north east striking 60 to 72 degree west dipping fault where it is cut by an east-west striking fault. Another positive gold result was collected by Crane on the 600 Emerald Level where the same south drift in the Ajax Formation crosses into the underlying Opex Formation. We believe that these scattered gold values found by Crane deserve testing for potential bonanza grade mineralization in the receptive lower Ajax and underlying Opex Formation carbonates.
We also believe that the 1300 foot long by 1000 foot wide exploration gap between the southwestern-most stopes on the Grand Central Mine 2000 to 2300 foot levels (5,147 to 4,845 feet amsl) and the northern-most drifts on the Emerald 700, 900 and 1000 foot levels (6,124, 5,924 & 5,824 feet amsl) should be evaluated. The northeast trending steeply west dipping West Break (Grand Central Mine), Iron Break Fissure (Grand Central and Centennial-Eureka Mines), and West Mammoth Split (Mammoth Mine) should be tested, especially where they are cut by the steeply dipping east-west striking cross faults. We believe that the prime area for exploration and possible ore development in this exploration gap is at fault intersections which occur in the Ajax Formation as it dips towards the Grand Central stopes.
Glossary of Terms to Assist the Reader in Understanding Technical Terminology.
Amsl Above mean sea level.
Anomalous areas Rocks that contain gold and/ or other pathfinder elements that may indicate proximity to mineralization.
Assay values Metals content of a sample submitted to a laboratory for assay. There are. various standardized assay methodologies used depending upon the grade and. element being determined.
Axial plane of the syncline A syncline is a fold in the rock that can incorporate one rock strata or numerous formations that contain many rock strata. Synclines are "U" shaped folds with. the open end up. The axial plane of a syncline is used to describe the orientation of the syncline in space. The plane equally divides the syncline down the middle such that equal portions of the syncline lie on either side of the axial plane.
Bedding conformable ore Bedding conformable means that the ore lies within a certain layer or bed of rock and that the outline of the ore conforms to the outline or some portion of the outline of the rock layer.
Bonanza grade Any high grade metals enrichment sampled, generally regardless of the size of the zone.
Core drilling Core drilling is slower and more expensive to complete than reverse circulation drilling. A continuous section of rock is recovered during core drilling. Core allows the geologist and mine engineer to better evaluate rock types, structure, and hydrothermal alteration among other rock attributes as compared to reverse drilling.
Dip and strike Dip and strike are used to define the orientation of the rock strata in space. The plane that defines the orientation of a rock unit will dip in one direction and strike in two directions.
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Dolomite bed Dolomite is a magnesium-bearing carbonate rock. A dolomite bed is a layer or horizon of dolomite rock.
Hydrothermal alteration Rocks that have been changed partially or completely in mineral composition and/ or texture and/ or have pathfinder elements added to them by hydrothermal (warm water) solutions. Hydrothermal solutions have deposited the minerals in the Tintic District that make up the historically mined ore. Geologists and mine engineers are trained to recognize hydrothermal alteration as an aid in delineating ore and the proximity to ore.
"Leakage" of hydrothermal Hydrothermal fluids formed the Tintic ore fluids bodies. "Leakage," or the movement of hydrothermal fluids along zones of permeability, potentially leading to or from areas of mineralized rock can result in hydrothermal alteration. The "leakage" of hydrothermal fluids from a mineralized zone at depth along a fault might lead to hydrothermal alteration in rocks at the surface above the mineralized rock.
Mineralization Mineralization is metals anomalous hydrothermal alteration that is not ore grade. Ore is defined as mineralized rock that is economic to mine. Mineralization may not be ore due to a variety of factors including current metals prices, size and/ or grade of mineralization, depth to mineralization, and others.
Opt Ounces per ton. 1 troy ounce per short ton equals 34.2857 grams per metric tonne, or 34.2857 parts per million.
Paleozoic carbonate formations-Paleozoic is an era and refers to the age of the rocks ranging from 542 to 251 million years ago. Carbonate rocks are sedimentary rocks that are deposited as chemical precipitates, such a limestone or many dolomites. A formation is a scientifically established grouping of rocks with specific characteristics that geologists have developed to understand the geology of an area or region. See also: "strata" below.
Pathfinder elements Elements such as barium, silver, thallium, arsenic or mercury and others that may be deposited in association with gold mineralizing hydrothermal solutions and commonly form larger anomalies than gold itself. Pathfinder elements can vary between mining districts and within mining districts depending upon the geologic type of the ore deposit. Areas of anomalous pathfinder elements can be used to aid in delineating gold mineralization at depth and laterally, both from surface samples and from samples collected below the surface, such as in drill cuttings. Gold itself is one of the best pathfinder elements for locating gold deposits.
QA/ QC program A quality assurance and quality control program to help ensure that the sampling and assaying program portion of the mineral evaluation project are representative of what is actually going on. The QA/ QC program typically includes using a reputable assay lab which uses its own QA/ QC program to ensure assay result validity, check assays of mineralized intercepts sent to a second reputable assay lab, and the incorporation of blanks (rock samples with no detectable metals), standards (rock samples with established metals values) and sample duplicates to arrive at a statistically valid sampling protocol. QA/ QC programs also require sample security to ensure that samples are not contaminated either unintentionally or intentionally.
Sinistral faults Sinistral faults are fault planes of movement in rock that have a left lateral displacement, such that as seen by the observer, the relative movement of the rock on the other side of the fault plane from the observer is to the left. Dextral faults have right lateral movement.
Strata Geologists group sedimentary rocks (rocks formed by erosion of preexisting rocks or rocks like limestones and many dolomites that form as chemical precipitates) into age and often rock-type packages to help define the geology of a region. Sedimentary strata or rock strata are these groupings of rocks or parts of these rock packages that can be identified at various localities throughout a
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region or mining district.
Stratigraphic controls These are the controls to potential ore deposition provided by the rocks themselves. In each mining district, certain strata are more favorable to ore development within the district than are other strata. At Tintic, the bulk of historic gold production has come from the Ajax Formation. Drill testing the Ajax Formation where a fault intersection cuts the unit (structural controls) may be a logical place to expect the formation of a potential ore body.
Structural controls Structural controls are the controls to potential ore deposition provided by rock structures: especially areas of potentially high hydrothermal fluid flow along faults and fault intercepts with other faults. Geologists map faults to determine potential structural controls to district ore deposition. See also wrench fault systems.
Stope A step-like open excavation in an underground mine left by the mining of ore. Depending upon the mining method and size of the ore body, an open cavity (a stope) may be left with no pillars to support the roof.
Reverse circulation drilling A relatively rapid drilling method whereby drilling is completed with air and either a rotary or hammer bit is used to complete the drill hole. Reverse circulation drilling usually involves using dual walled drilling pipe with high pressure air passing through the outer annulus of the pipe and rock cuttings exiting through the inner annulus of the pipe. Drill cuttings are typically logged, collected and assayed in 5 foot intervals.
Winze An internal underground shaft that was constructed by digging downwards from the access point.
Wrench fault systems Wrench faults are defined by the relative movement along the fault plane. The Tintic District lies in a wrench fault system. These faults are lateral-type faults with rocks on one side of a fault having a relative displacement to the left or right of the rocks on the other side of the fault plane of movement. Wrench fault systems are systems because other fault types often form as a result of the directionally focused compressional forces the rock has been subjected to. Wrench faults often result in a system of orthogonal faults between the regional planes of wrench fault movement as well as smaller "S"-shaped lateral faults (Riedel shears) that merge at their ends with the wrench-fault planes of movement. These fault systems and where these faults intercept each other can become transmissive areas for the potential movement and focus of mineralizing hydrothermal fluids.
The Phased Nature of Our Planned or Proposed Exploration Program.
The following discussion sets forth the two-phase exploration program that we would recommend or which we would suggest to an interested joint venture exploration partner:
A two-phase exploration program is recommended and which may involve a total expenditure of US $2,658,000. We believe our claims have excellent targets for drill testing as shown by geology, structural controls to known mineralization, and historic underground sampling results in the Ajax and Opex Formations. The program would utilize both reverse circulation and core drilling to confirm the presence, tenor and characteristics of mineralization indicated in the historic underground sampling results.
An initial surface drilling program of ten reverse circulation drill holes approximately 840 feet deep would target the 1,000 foot long area of gold anomalous ground intersected on the Emerald 600 foot level. This area is located east and southeast of the Emerald Shaft. The drill holes would be collared to test areas of historic high grade gold sampled by Crane in the late 1920's. Two additional reverse circulation drill holes would be collared to test the northeast extension of potential mineralization along the Iron Break Fissure, located northeast of the Emerald Shaft. Results of historic sampling in the Centennial-Eureka Mine workings by Crane indicate significant silver mineralization on the fissure. Drill holes collared in this area would have completion depths of approximately 1,000 feet and would also test the prospective Ajax Formation located above the mineralized fissure. Drill holes in this program would be spaced relatively close to one another because of the discrete, high-
grade nature of mineralization in the Tintic District.
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Prior to drilling, patented claim corners would be reestablished in the field using a licensed surveyor to ensure project activities are conducted within the our claims' boundaries. Surface rock chip samples should be collected by a qualified person from the scattered cuts and altered rocks that crop out on the property to determine the potential for additional drill targets.
Upon conclusion of the first phase of exploration, data compilation and analysis, interpretive drawing of geology, grade and mineralized envelopes in sections and plans should be completed. Initial metallurgical studies would also be conducted. The second phase drilling program is contingent upon the compiled results from the initial drill program.
Second phase drilling, provided that the first phase is successful, would target and expand on mineralized areas intersected in the first phase of drilling and should include both core and reverse circulation drilling. Core drilling provides a better sampling media and a better control for structural analyses, engineering and metallurgical studies, and on geology. The drilling program should include a rigorous QA/QC program which includes blanks, repeats, standards, paired assays and variance studies to ensure that sample preparation and analytical protocols are not adding unreasonable variance to assay data. More detailed feasibility and metallurgical studies would also be completed during this phase and include mineral speciation, mineral liberation/ recovery and waste stream evaluations.
The recommended budget for Phase I is US $517,000. The recommended budget for Phase II is US $2,141,000. If feasibility studies conducted as part of Phase II indicate the economic viability of mining zones intersected in drilling, then mine development will probably require the construction of underground access to develop the claims.
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The foregoing recommended expenditures are estimates devised by our consulting geologist. We have no way of predicting, at this time, whether these estimates are too high or too low. We have simply come up with these estimates in order to give a prospective exploration program partner or joint venturer an initial idea of what it might be looking at spending on any such program(s).
Phased Exploration Plan and How the Results of Prior Phases Will Determine Whether to Proceed with Further Phases.
In spite of the foregoing events and information concerning our inability to locate and negotiate with a joint venture mining partner, our plan, nonetheless, to contract with a mining company or mineral exploration partner, upon completion of the work sequences we have detailed above, includes:
* An investigation of mining and mineral exploration companies, which are currently operating in the general area of our mineral claims. This investigation may include the use of industry databases, as well as the investigation of governmental records and industry experts. We do not expect this cost to exceed $2,500.
* Initial discussions with those potential mineral exploration company partners as determined from our investigation. We do not expect this cost to exceed $5,000.
* Contract negotiations with an interested mineral exploration partner. We do not expect the costs, legal or otherwise, to exceed $10,000. Though no formal agreement exists between us and our current officers and directors, our current officers and
29
directors have agreed to fund the costs of such plan to the extent that these costs do not exceed $25,000. If we are able to contract with a mineral exploration company, we anticipate that all expenses for exploration and possible exploitation of our mineral claim properties will be borne by the mineral exploration company and not by us. In return, we would receive a royalty fee based on a percentage of the proceeds from the sale of those minerals the mining or mineral exploration company may recover from our properties.
It is noteworthy that even if we were to complete a successful mineral exploration program and we successfully identify a mineral deposit (something to which there can be no assurance whatsoever), we will nonetheless have to obtain substantial additional funds from a joint venture partner in order to undertake further drilling and engineering studies (i.e., development) to determine if that mineral deposit does in fact have commercial viability and if so, how the same can be extracted through an actual mining extraction program. In short, there are three phases to mining: exploration, development, and extraction. Accordingly, if in fact we embark upon and undertake a successful exploration program, we will still be required to complete the second phase, namely, that of "developing" the claims in order to determine if it is commercially feasible to embark upon the final phase, namely, actual mineral extraction.
We are unable to make any guarantees that:
* we will be able to identify and negotiate an arrangement with a mining or mineral exploration company within the next twelve to eighteen months,
* our mineral claim properties will be found attractive to a prospective mining company partner,
* we will be able to attract sufficient outside funding or financing necessary to undertake and complete an exploration program, or
* if commercial quantities of mineralization is found after an exploration program is carried out, that our properties would produce any saleable minerals or metals that would result in our receiving any income.
While we believe that such opportunities can be investigated, reviewed and consummated for minimal costs, we cannot give any assurances that related costs will be minimal or that we can ultimately afford them or, that our officers, directors or significant shareholders will agree to continue to make the continued equity investments necessary to do so.
We have no employees. Our officers and directors serve our company without receiving a salary. However, from time to time as appropriate, they may receive expense reimbursements and possible stock options. Though we have no formal written agreement in place, our office space and administrative support is provided by Mr. George Christopulos, our Chairman of the Board, President, and CEO out of his home. Other than those costs and expenses previously discussed, we do not plan on any significant expenditures for new projects of any sort within the next twelve to eighteen months.
Time Frame Involved in Investigating and Negotiating a Contract with a Joint Venture Partner.
We do not know and have no way of knowing the anticipated time frame involved in which our management would investigate each prospective or potential joint venture mineral exploration partner, let alone how long it would take any such a prospective partner to investigate us or negotiate a contract with us. As we have stated in this document, we have approached large mining companies over the last 3 to 4 years that have, or have had, the funding to finance exploration in the United States or which have otherwise done mineral exploration work in Utah and the surrounding states. Unfortunately, as set forth above, our efforts to generate such interest have so far been unsuccessful. We are not exactly sure why. Accordingly, based on what has occurred, or failed to occur during the last 3 to 4 years, we have no way of predicting how long investigating us and our Mineral Claim properties would take a potential joint venture mining partner to undertake nor do we have any way of predicting how long it would take to negotiate any kind of contract with a prospective joint venture mining partner. The fact is that as of the date of this report, we do NOT have any joint venture mineral exploration partner prospects.
Our "Day-to-Day" Operations.
With respect to our "day to day" operations, we have no employees or formal office facilities. Our officer and directors have
30
other full time employment or engagements, all as stated elsewhere in this document. They will therefore NOT be devoting their full time and energy, on a daily basis, to our Company or the completion of our Business Plan. We can say, however, that completion of, and carrying out, our Plan of Operation involves reliance on other experts and we expect to line up and hire, as necessary, whatever experts are needed to complete our Plan of Operation and our various work sequences. To the extent that this requires us to make a phone call or two at least every day, and otherwise follow up with people, we will do that. To the extent it requires more, we are committed to doing that also, even if it is on a daily basis. At some point, we will be waiting for prospective mineral exploration partners to get back to us on their evaluation of our mineral claims or what more information that they need or want from us in order to make an informed decision about us and our mineral claims. When that is the case, there will be little we can do "day to day," other than to wait for those tasks to be completed by them, circumstances that will largely be beyond our direct control. We will also have to wait for prospective joint partner candidates to "get back to us" while they are reviewing materials we will have provided them. If and when we are waiting for such persons "to get back to us," there is little that we will be able to do on a "day to day" basis.
Maps
A map of our mineral claims is an exhibit to this Annual Report. This map shows the actual location of our mineral claims near the town of Mammoth, Utah. This map also shows where the Emerald Mine is located. See the PDF file attached and which is identified in our List of Exhibits below as Exhibit 99.1.
We have also inserted below an index map showing where our mineral claims are situated in relationship to the state and county in which they are located. See the PDF file attached. This second map exhibit is identified in our List of Exhibits below as Exhibit 99.2.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
No response to this item is required for smaller reporting companies.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTRY DATA.
31
TINTIC GOLD MINING COMPANY
[An Exploration Stage Company]
FINANCIAL STATEMENTS
December 31, 2008
32
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Board of Directors
Tintic Gold Mining Company
Salt Lake City, Utah
We have audited the accompanying balance sheets of Tintic Gold Mining Company [an exploration stage company] as of December 31, 2008 and 2007 and the related statements of operations, stockholders' equity (deficit) and cash flows for each of the years in the two-year period ended December 31, 2008 and for the period from inception of exploration stage on December 31, 1997 through December 31, 2008. Tintic Gold Mining Company’s management is responsible for these financial statements. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Tintic Gold Mining Company as of December 31, 2008 and 2007 and the results of its operations and its cash flows for each of the years in the two-year period ended December 31, 2008 and for the period from inception of exploration stage on December 31, 1997 through December 31, 2008, in conformity with accounting principles generally accepted in the United States of America.
The accompanying financial statements have been prepared assuming Tintic Gold Mining Company will continue as a going concern. As discussed in Note 5 to the financial statements, Tintic Gold Mining Company has incurred losses since its inception and has not yet established profitable operations. These factors raise substantial doubt about the ability of the Company to continue as a going concern. Management’s plans in regards to these matters are also described in Note 5. The financial statements do not include any adjustments that might result from the outcome of these uncertainties.
PRITCHETT, SILER & HARDY, P.C.
Salt Lake City, Utah
March 19, 2009
33
TINTIC GOLD MINING COMPANY
[An Exploration Stage Company]
BALANCE SHEETS
|
| December 31, |
| December 31, | |
|
| 2008 |
| 2007 | |
|
|
|
|
| |
ASSETS |
|
|
|
| |
CURRENT ASSETS: |
|
|
|
| |
Cash |
| $ 4,228 |
| $ 471 | |
Total Current Assets |
| 4,228 |
| 471 | |
|
| $ 4,228 |
| $ 471 | |
|
|
|
|
| |
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) | |||||
|
|
|
|
| |
CURRENT LIABILITIES: |
|
|
|
| |
Accounts payable |
| $ 136 |
| $ 436 | |
Related party advances |
| 16,210 |
| 1,210 | |
Accrued Liabilities - related party | 24,000 |
| 15,000 | ||
Total Current Liabilities | 40,346 |
| 16,646 | ||
|
|
|
|
| |
STOCKHOLDERS' EQUITY (DEFICIT): |
|
|
|
| |
Common stock, $.001 par value, |
|
|
|
| |
50,000,000 shares authorized, |
|
|
|
| |
2,109,643 shares issued and |
|
|
|
| |
outstanding at December 31, 2008 and 2007 |
| 2,110 |
| 2,110 | |
Capital in excess of par value |
| 194,165 |
| 194,165 | |
Deficit accumulated during the |
|
|
|
| |
exploration stage |
| (232,393) |
| (212,450) | |
Total Stockholders' Equity (Deficit) |
| (36,118) |
| (16,175) | |
|
| $ 4,228 |
| $ 471 |
The accompanying notes are an integral part of these financial statements.
34
TINTIC GOLD MINING COMPANY
[An Exploration Stage Company]
STATEMENTS OF OPERATIONS
|
|
|
|
| From inception of |
|
|
|
|
| exploration stage |
|
|
|
|
| on December 31, |
| For the Year Ended |
| 1997, through | ||
| December 31, |
| December 31, | ||
| 2008 |
| 2007 |
| 2008 |
|
|
|
|
|
|
Revenues | $ - |
| $ - |
| $ - |
Total Revenues | - |
| - |
| - |
|
|
|
|
|
|
Expenses |
|
|
|
|
|
General & Administrative | 19,943 |
| 27,358 |
| 165,072 |
Failed acquisition costs | - |
| - |
| 85,758 |
Total Expenses | 19,943 |
| 27,358 |
| 250,830 |
Loss From Operations | (19,943) |
| (27,358) |
| (250,830) |
Other Income |
|
|
|
|
|
Interest Income | - |
| - |
| 8,632 |
Interest Expense | - |
| - |
| (44) |
Gain on Sale of Securities | - |
| - |
| 8,084 |
Total Other Income | - |
| - |
| 16,672 |
Loss Before Income Taxes | (19,943) |
| (27,358) |
| (234,158) |
|
|
|
|
|
|
Current Income Taxes (Benefit) | - |
| - |
| (1,765) |
|
|
|
|
|
|
Deferred Tax Expense | - |
| - |
| - |
Net Loss | $ (19,943) |
| $ (27,358) |
| $ (232,393) |
|
|
|
|
|
|
Loss per Share | $ (0.01) |
| $ (0.01) |
|
|
The accompanying notes are an integral part of these financial statements.
35
TINTIC GOLD MINING COMPANY
[An Exploration Stage Company]
STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)
FROM THE DATE OF INCEPTION ON DECEMBER 31, 1997
THROUGH DECEMBER 31, 2008
|
|
|
|
|
|
|
|
| Unrealized |
|
|
|
|
|
|
|
|
| Deficit |
| Gains |
|
|
|
|
|
|
|
|
| Accumulated |
| (Losses) on |
|
|
|
|
|
|
| Additional |
| During the |
| Available - |
| Total |
| Common Stock |
| Paid-In |
| Exploration |
| For-Sale |
| Shareholders' | ||
| Shares |
| Amount |
| Capital |
| Stage |
| Securities |
| Equity |
Balance - December 31, 1997 | 231,797 |
| $ 232 |
| $ 39,743 |
| $ - |
| $ - |
| $ 39,975 |
Net Income for December 31, 1997 |
|
|
|
|
|
|
|
|
|
|
|
through December 31, 2000 | - |
| - |
| - |
| 11,007 |
| - |
| 11,007 |
Unrealized losses available-for-sale-securities, net of tax | - |
| - |
| - |
| - |
| (278) |
| (278) |
Stock issued for services in December, |
|
|
|
|
|
|
|
|
|
|
|
2001 at $.30 per share | 50,006 |
| 50 |
| 14,950 |
|
|
| - |
| 15,000 |
Net loss for the year ended December 31, 2001 | - |
| - |
| - |
| (35,530) |
|
|
| (35,530) |
Unrealized losses available-for-sale-securities, net of tax | - |
| - |
| - |
| - |
| 278 |
| 278 |
Balance December 31, 2001 | 281,803 |
| 282 |
| 54,693 |
| (24,523) |
| - |
| 30,452 |
Stock issued for services in December, |
|
|
|
|
|
|
|
|
|
|
|
2002 at $.175 per share | 134,153 |
| 134 |
| 23,343 |
| - |
| - |
| 23,477 |
Net loss for the year ended December 31, 2002 | - |
| - |
| - |
| (34,774) |
| - |
| (34,774) |
Balance December 31, 2002 | 415,956 |
| 416 |
| 78,036 |
| (59,297) |
| - |
| 19,155 |
Stock issued for services in |
|
|
|
|
|
|
|
|
|
|
|
February, 2003 at $0.10 per share | 536,611 |
| 537 |
| 53,124 |
| - |
| - |
| 53,661 |
Stock issued for services in |
|
|
|
|
|
|
|
|
|
|
|
December, 2003 at $0.10 per share | 57,076 |
| 57 |
| 5,651 |
| - |
| - |
| 5,708 |
Net loss for the year ended December 31, 2003 | - |
| - |
| - |
| (81,978) |
| - |
| (81,978) |
Balance December 31, 2003 | 1,009,643 |
| 1,010 |
| 136,811 |
| (141,275) |
| - |
| (3,454) |
Issuance of 500,000 shares of Common Stock for |
|
|
|
|
|
|
|
|
|
|
|
$25,000 or $.05 per share, August, 2004 | 500,000 |
| 500 |
| 24,500 |
| - |
| - |
| 25,000 |
Related party debt forgiveness |
|
|
|
|
|
|
|
|
|
|
|
recorded as capital contribution | - |
| - |
| 3,454 |
| - |
| - |
| 3,454 |
Net loss for the year ended December 31, 2004 | - |
| - |
| - |
| (7,552) |
| - |
| (7,552) |
Balance December 31, 2004 | 1,509,643 |
| 1,510 |
| 164,765 |
| (148,827) |
| - |
| 17,448 |
Net loss for the year ended December 31, 2005 | - |
| - |
| - |
| (12,245) |
| - |
| (12,245) |
Balance December 31, 2005 | 1,509,643 |
| 1,510 |
| 164,765 |
| (161,072) |
| - |
| 5,203 |
Issuance of 600,000 shares of Common Stock |
|
|
|
|
|
|
|
|
|
|
|
for $30,000 or $.05 per share, November, 2006 | 600,000 |
| 600 |
| 29,400 |
| - |
| - |
| 30,000 |
Net loss for the year ended December 31, 2006 | - |
| - |
| - |
| (24,020) |
| - |
| (24,020) |
Balance December 31, 2006 | 2,109,643 |
| 2,110 |
| 194,165 |
| (185,092) |
| - |
| 11,183 |
Net loss for the year ended December 31, 2007 | - |
| - |
| - |
| (27,358) |
| - |
| (27,358) |
Balance December 31, 2007 | 2,109,643 |
| 2,110 |
| 194,165 |
| (212,450) |
| - |
| (16,175) |
Net loss for the year ended December 31, 2008 |
|
|
|
|
|
| (19,943) |
|
|
| (19,943) |
Balance December 31, 2008 | 2,109,643 |
| $ 2,110 |
| $ 194,165 |
| $ (232,393) |
| - |
| $ (36,118) |
The accompanying notes are an integral part of these financial statements.
36
TINTIC GOLD MINING COMPANY
[An Exploration Stage Company]
STATEMENTS OF CASH FLOWS
|
|
|
|
| From inception of |
|
|
|
|
| exploration stage |
|
|
|
|
| on December 31, |
| For the Year Ended |
| 1997, through | ||
| December 31, |
| December 31, |
| December 31, |
| 2008 |
| 2007 |
| 2008 |
Cash flows used in operating activities: |
|
|
|
|
|
Net income (loss) | $ (19,943) |
| $ (27,358) |
| $ (232,393) |
Adjustments to reconcile net loss to cash used |
|
|
|
|
|
in operating activities |
|
|
|
|
|
Non-cash stock issued for services rendered | - |
| - |
| 97,846 |
Loss from sale of securities | - |
| - |
| (8,086) |
Change in operating assets and liabilities: |
|
|
|
|
|
Increase (decrease) in accounts payable | (300) |
| (2,313) |
| (11) |
Accrued liabilities - related party | 9,000 |
| 15,000 |
| 24,000 |
(Decrease) in income taxes payable | - |
| - |
| (565) |
Net cash used in operating activities | (11,243) |
| (14,671) |
| (119,209) |
Cash flows from investing activities: |
|
|
|
|
|
Purchase of securities | - |
| - |
| (7,609) |
Proceeds from sale of securities | - |
| - |
| 23,962 |
Net cash flows provided by investing activities | - |
| - |
| 16,353 |
Cash flows from financing activities: |
|
|
|
|
|
Proceeds from note payable - related party | - |
| - |
| 3,501 |
Proceeds from related party advances | 15,000 |
| - |
| 16,210 |
Proceeds from sale of common stock | - |
| - |
| 55,000 |
Net cash flows from financing activities | 15,000 |
| - |
| 74,711 |
Net increase (decrease) in cash | 3,757 |
| (14,671) |
| (28,145) |
Cash and cash equivalents at beginning of period | 471 |
| 15,142 |
| 32,373 |
Cash and cash equivalents at end of period | $ 4,228 |
| $ 471 |
| $ 4,228 |
|
|
|
|
|
|
Supplemental Disclosures of Cash Flow Information: |
|
|
|
| |
Cash paid during the periods for: |
|
|
|
|
|
Interest | $ - |
| $ - |
| $ - - |
Income taxes | $ - |
| $ - |
| $ 3,565 |
|
|
|
|
|
|
Supplemental Schedule of Non-cash Investing and Financing Activities |
|
| |||
| $ - |
| $ - |
|
|
The accompanying notes are an integral part of these financial statements.
37
TINTIC GOLD MINING COMPANY
[An Exploration Stage Company]
NOTES TO FINANCIAL STATEMENTS
NOTE 1 -- ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
History and Nature of Business -Tintic Gold Mining Company (“the Company”) was organized under the laws of the State of Nevada on March 8, 2004 as a wholly-owned subsidiary of Tintic Gold Mining Company (“Parent”), a Utah corporation, (now known as KIWA Bio-Tech Products Group Corporation). The Company was founded for the purpose of continuing the exploration of the mining claims of its former Parent. On March 12, 2004 as part of an acquisition agreement, Parent acquired KIWA Bio-Tech Products Group Corporation (“KIWA”).
Following the organization of the Company, Parent transferred all of its mining claims to the Company in exchange for 1,009,643 shares of the Company’s common stock. The mining claims were transferred because KIWA, the successor to Parent and being in a substantially different business, did not want to own, manage or be responsible for mining claims. Accordingly, as part of Parent’s merger transaction with KIWA, the Company and Parent separately entered into a Distribution Agreement which obligated the Company to file a registration statement with the U.S. Securities and Exchange Commission (“Commission”) and when that registration statement became effective, the Company would distribute the 1,009,643 shares, then-issued and outstanding, to the pre-KIWA shareholders of Parent on a pro-rata basis. This is called a “spin-off” transaction. The Company filed such registration statement and on October 18, 2006, the Commission declared it effective. In November 2006, the Company’s stock transfer agent distributed the shares. The mining claims include three patented mining claims known as the Emerald, the Ruby and Diamond Lode Mining Claims located in the central portion of the Tintic Mining District, Juab County, Utah.
Tintic Gold Mining Company ("Parent") was incorporated in the State of Utah on June 14, 1933. Parent was incorporated for the purpose of mining, milling, ore reducing, and smelting. At the time of its incorporation, Parent acquired certain patented mining claims from the Emerald Mining Company, which mining claims the Company continues to own. These mining claims are located in the Tintic Mining District of Juab County, Utah. Prior to December 31, 1997, the Parent was dormant.
Quasi-Reorganization. On June 21, 2001, a majority of the shareholders of Parent approved a quasi-reorganization of Parent, retroactive to December 31, 1997. On June 21, 2001, the Parent amended its articles of incorporation to reduce the par value per share from $0.10 to $0.001. As a result of the quasi-reorganization, the common stock of Parent was written down to its par value of $0.001 per share, the accumulated deficit of $191,797 was eliminated, and additional paid-in capital was adjusted to reflect the difference between the historical cost of existing assets and liabilities as of December 31, 1997.
Financial Statement Presentation.The accompanying financial statements include the prior operations of Parent from its inception of exploration stage activities on December 31, 1997 through the spin-off of the Company, and include the accounts of the Company from its date of incorporation to the date of the financial statements.
38
TINTIC GOLD MINING COMPANY
[An Exploration Stage Company]
NOTES TO FINANCIAL STATEMENTS
NOTE 1 – ORANGIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES[Continued]
Exploration Stage. The Company is considered to be an Exploration Stage Company, however, the Company does not have any current mining exploration, development or production activities on its existing properties. The Company is currently unable to estimate the length of time necessary to initiate an exploration stage program and has no assurance that a commercially viable ore body exists in its properties until appropriate geological work and testing of the mineralized areas can support an economically feasible evaluation which the Company is unable to perform due to a lack of working capital.
Stock-Based Compensation. Compensation or services that are received in exchange for the issuance of common stock is recognized based on the fair value of the services received or the fair value of the common stock issued, which ever is more reliably measured.
Cash and Cash Equivalents - The Company considers all highly-liquid debt investments purchased with a maturity of three months or less to be cash equivalents.
Mining Properties -Pre-operating and mine development costs including acquisition costs relating to mining properties are capitalized until such properties are placed in production, disposed of, or abandoned. The Company periodically reviews its mining property for impairment in accordance with Statement of Financial Accounting Standards No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets”.
Income Taxes -The Company accounts for income taxes in accordance with Statement of Financial Accounting Standards No. 109, “Accounting for Income Taxes” [See Note 6].
The Company adopted the provisions of FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes, on January 1, 2007. As a result of the implementation of Interpretation 48, the Company recognized approximately no increase in the liability for unrecognized tax benefits.
The Company has no tax positions at December 31, 2008 and 2007 for which the ultimate deductibility is highly certain but for which there is uncertainty about the timing of such deductibility.
The Company recognizes interest accrued related to unrecognized tax benefits in interest expense and penalties in operating expenses. During the years ended December 31, 2008 and 2007, the Company recognized no interest and penalties. The Company had no accruals for interest and penalties at December 31, 2008, and 2007.
Loss Per Share - The computation of loss per share is based on the weighted average number of common shares outstanding during the period presented in accordance with Statement of Financial Accounting Standards No. 128, “Earnings Per Share” [See Note 7].
39
TINTIC GOLD MINING COMPANY
[An Exploration Stage Company]
NOTES TO FINANCIAL STATEMENTS
NOTE 1 – ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES[Continued]
Accounting Estimates- The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosures of contingent assets and liabilities at the date of the financial statements, and the reported amount of revenues and expenses during the reported period. Actual results could differ from those estimated.
Recently Enacted Accounting Standards -Statement of Financial Accounting Standards (“SFAS”) No. 157, “Fair Value Measurements”, SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities – Including an amendment of FASB Statement No. 115”, SFAS No. 160, “Noncontrolling Interest in Consolidated Financial Statements” (as amended), SFAS No. 161, “Disclosures about Derivative Instruments and Hedging Activities – an amendment of FASB Statement No. 133”, SFAS No. 162, “The Hierarchy of GAAP Sources for Non-governmental entities”, and SFAS No. 163, “Accounting for Financial Guarantee Insurance Contracts” were recently issued. SFAS No. 157, 159, 160, 161, 162 and 163 have no current applicability to the Company or their effect on the financial statements would not have been significant.
NOTE 2 - MINING CLAIMS
At the time of organization, the Company acquired certain patented mining claims from Parent which were recorded at the carryover basis of $0 [See Note 3]. The mining claims are located in the Tintic Mining District of Juab County, Utah. The Company does not have any current mining exploration, development, or production activities on its existing properties. The Company intends to explore its existing properties in the future and to acquire additional mining properties that contain potential exploration opportunities if funding becomes available for such purpose.
NOTE 3 - CAPITAL STOCK
Common Stock -The Company has authorized 50,000,000 shares of common stock with a par value of $.001.
In November 2006 the Company issued 600,000 shares of common stock. The shares were issued for cash of $30,000, or $.05 per share.
In 2004 the Company issued a total of 1,509,643 shares of common stock of which 500,000 shares were issued for cash of $25,000, or $.05 per share and 1,009,643 shares were issued for mining claims of Parent valued at carryover basis of $0.
NOTE 4 - RELATED PARTY TRANSACTIONS
Related Party Advances –As of December 31, 2008 officers and shareholders of the Company had advanced the Company a total of $16,210. The advances bear no interest and are due on demand.
Accrued Liabilities - -A shareholder of the Company has performed legal services for a total of $24,000 which has been accrued for on the Company’s books.
40
TINTIC GOLD MINING COMPANY
[An Exploration Stage Company]
NOTES TO FINANCIAL STATEMENTS
NOTE 4 - RELATED PARTY TRANSACTIONS[Continued]
Management Compensation - For the years ended December 31, 2008 and 2007, the Company did not pay any compensation to any officer or director of the Company.
Office Space - The Company has not had a need to rent office space. An officer of the Company is allowing the Company to use his address, as needed, at no expense to the Company.
NOTE 5 - GOING CONCERN
The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which contemplate continuation of the Company as a going concern. However, the Company has not yet been successful in establishing profitable operations and has current liabilities in excess of current assets. These factors raise substantial doubt about the ability of the Company to continue as a going concern. In this regard, management is proposing to raise any necessary additional funds not provided by operations through loans or through additional sales of its common stock or through a possible business combination. There is no assurance that the Company will be successful in raising this additional capital or in achieving profitable operations. The financial statements do not include any adjustments that might result from the outcome of these uncertainties.
NOTE 6 - INCOME TAXES
The Company accounts for income taxes in accordance with Statement of Financial Accounting Standards No. 109, “Accounting for Income Taxes”. SFAS No. 109 requires the Company to provide a net deferred tax asset/liability equal to the expected future tax benefit/expense of temporary reporting differences between book and tax accounting methods and any available operating loss or tax credit carryforwards.
The Company has available at December 31, 2008 an unused operating loss carryforward of approximately $91,100 which may be applied against future taxable income and which expires in 2028. The amount of and ultimate realization of the benefits from the operating loss carryforwards for income tax purposes is dependent, in part, upon the tax laws in effect, the future earnings of the Company, and other future events, the effects of which cannot be determined. Because of the uncertainty surrounding the realization of the net deferred tax assets, the Company has established a valuation allowance equal to their tax effect and, therefore, no deferred tax asset has been recognized. The net deferred tax assets are approximately $13,700 and $10,648 as of December 31, 2008 and 2007, with an offsetting valuation allowance of the same amount. The change in the valuation allowance for the year ended December 31, 2008 is approximately $3,052.
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TINTIC GOLD MINING COMPANY
[An Exploration Stage Company]
NOTES TO FINANCIAL STATEMENTS
NOTE 7 - LOSS PER SHARE
The following data shows the amounts used in computing loss per share:
|
| For the Year Ended | ||
|
| December 31, | ||
|
| 2008 |
| 2007 |
|
|
|
|
|
Loss from continuing operations available to common |
|
|
|
|
shareholders (numerator) |
| $ (19,943) |
| $ (27,358) |
|
|
|
|
|
Weighted average number of common |
|
|
|
|
shares outstanding used in loss per |
|
|
|
|
share for the period (denominator) |
| 2,109,643 |
| 2,109,643 |
|
|
|
|
|
Dilutive loss per share was not presented, as the Company had no common stock equivalent shares for all periods presented that would affect the computation of diluted loss per share.
NOTE 8 – COMMITMENTS AND CONTINGENCIES
Former Officer –During 1980, a former president of Parent entered into an agreement with Parent whereby he settled a note due from Parent and relinquished his direct control of Parent. Among other consideration, Parent conveyed to the former president a 3% net smelter return on any ores sold from its historical patented mining claims held, plus surface rights. Parent retained rights to enter and exit the property for exploration and mining activity. In March 2004, the Company issued 1,009,643 shares of common stock for the mining claims of Parent [See Note 2].
Environmental – In 2002 the Utah Department of Environmental Quality conducted soil sampling in the town of Mammoth, Utah, in an area adjacent to the Company’s mining claims. Those samples indicate elevated contaminated metals levels. The nearby Mammoth mine had significant workings and production in the past, while the Company’s properties have only had a small amount of ore produced. The source of the elevated contaminants is unclear. No claims have been made against the Company nor has anyone asserted that the Company is a responsible party. The Environmental Protection Agency has listed Eureka, Utah, as a “superfund” clean-up site. While the Company’s properties are in the same overall mining district as Eureka, Utah, the Company does not expect the Eureka, Utah, superfund cleanup project will expand to include either the Mammoth area or the Company’s properties. The Company is not aware of any state or federal agency’s plan or intention to do any environmental cleanup or other work to or with any property located in or near Mammoth or the Company’s properties.
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ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.
ITEM 9A AND 9A(T). CONTROLS AND PROCEDURES.
Our management evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this Annual Report. Based on that evaluation, management concluded that our disclosure controls and procedures as of the end of the period covered by the Annual Report were effective such that the information required to be disclosed by us in our reports filed under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and (ii) accumulated and communicated to our management as appropriate to allow timely decisions regarding disclosure. A controls system cannot provide absolute assurance, however, that the objectives of the controls system are met, and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected.
Management's Annual Report on Internal Control Over Financial Reporting.
Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15)(f) under the Exchange Act). Our internal control system is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation and fair presentation of financial statements under accounting principles generally accepted in the United States.
All internal controls over financial reporting, no matter how well designed, have inherent limitations, including the possibility of human error and the circumvention or overriding of controls. Therefore, even effective internal control over financial reporting can provide only reasonable, and not absolute, assurance with respect to financial statement preparation and presentation. Further, because of changes in conditions, the effectiveness of internal controls over financial reporting may vary over time. Because of its inherent limitations, internal control over financial reporting may also fail to prevent or detect misstatements. Therefore, even those systems determined to be effective can provide only reasonable assurance of achieving their control objectives.
Our management, including our chief executive officer and chief financial officer, assessed the effectiveness of our internal control over financial reporting as of December 31, 2008. In making its assessment of internal control over financial reporting, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) inInternal Control—Integrated Framework. Based on this evaluation, our management concluded that, as of December 31, 2008, our internal control over financial reporting was effective.
This annual report does not include an attestation report of the Company’s independent registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the Company to provide only management’s report in this annual report.
Changes in Internal Control Over Financial Reporting.
There have been no changes in internal control over financial reporting.
ITEM 9B. OTHER INFORMATION.
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ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CORPORATE GOVERNANCE.
DIRECTORS. Under our Articles and Bylaws, our directors are elected to serve until the next annual shareholders' meeting or until their respective successors are elected and qualify. Currently, we have three directors. Interim replacements for vacancies on the Board of Directors are appointed by the remaining, incumbent directors. No director that was appointed or elected since our inception in March 2004 has declined to serve, and none has been found unable or unfit to serve.
EXECUTIVE OFFICERS. Our officers hold office until the meeting of the Board of Directors immediately following the next annual shareholders' meeting or until removal by the Board of Directors. Our Bylaws specify that of our officers, there shall be a president, one or more vice presidents, a secretary and a treasurer. Interim replacements for officers that have resigned or been terminated are appointed by the Board of Directors.
The following sets forth pertinent information about each of our directors and executive officers:
|
|
|
Name | Age | Position |
George Christopulos | 59 | President, Chief Executive Officer, Chief Financial Officer, Director (Chairman of the Board) |
Hugh Coltharp | 57 | Secretary/Treasurer and Director |
Jack Coombs | 82 | Director and Vice President |
Mr. CHRISTOPULOS is currently employed by the Salt Lake County Assessor's office as a commercial real estate appraiser. He received a B.S. degree in Accounting from the University of Utah in 1974, graduating cum laude. He has been the chairman of the board and the president of the Company since 1982. He is NOT currently an officer, director or "control person" of any other "reporting company."
Mr. COLTHARP is a retired stockbroker, formerly of Potter Investment Company, a local stock brokerage firm, who currently buys, sells and restores antique cars. He was a director of our predecessor or parent company longer than any other director, having first become a director of that company in 1980. He is NOT currently an officer, director or "control person" of any other "reporting company."
Mr. COOMBS is a retired Salt Lake City businessman and private investor. Mr. Coombs graduated from the University of Utah in 1950 with a B.S. degree in business administration. He has been involved with other exploratory mining companies in the past. Mr. Coombs served as an officer and director of a company known as Vis Viva Corporation, now known as WideBand Corporation, and which currently trades on the Pink Sheets under the symbol ZWBC.PK. He is NOT currently an officer, director or "control person" of any other "reporting company."
We do not believe that any of our officers or directors come within the definition of a "promoter" as defined in Rule 405 of the General Rules and Regulations of the Commission, 17 CFR Section 230.405.
No officer or director, or greater than 5% shareholder, has been involved, directly or indirectly, in any bankruptcy or insolvency proceeding of any kind. None is currently involved in any litigation nor has any been involved in any litigation that would have a bearing on any such person's fitness or other ability to act and serve as a director or officer of us.
No arrangement or understanding exists between or among any of the directors or executive officers and any other person pursuant to which any director was elected, or any executive officer was appointed. None of our directors or officers are currently directors or officers of any other company registered under the Securities Exchange Act of 1934.
Each director and executive officer intends to devote such amount of time as that person's responsibilities require, but none of them work full-time for us. Also, no family relationship exists among any of the named directors and executive officers. None
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of the directors or officers has ever been employed by a mining company and none has any college or university degree involving or relating to mining.
BOARD MEETINGS.Pursuant to Nevada law, the Board of Directors conducted all of its business and approved all corporate action during fiscal 2008 by the consent of all its members, in the absence of formal Board meetings and as applicable to the business at hand.
STANDING AUDIT AND COMPENSATION COMMITTEES; NO OTHER COMMITTEES.The Board of Directors has not established Compensation or Audit Committees. At present, the Board does not have a nominating committee, or any other board committees. We do not believe our current Plan of Operation requires such, however, if required by Sarbanes-Oxley, we will form any necessary committee.
COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT OF 1934.Section 16(a) of the Securities and Exchange Act of 1934 requires officers, directors, and persons who own more than ten percent (10%) of an issuer's common stock to file initial reports of beneficial ownership and to report changes in such ownership with the Commission and the NASD. These persons are also required to furnish the Company with copies of all Section 16(a) forms they file. These requirements commenced upon the effective date of the Company's SB-2/A-7 registration statement. Therefore, as of the date of this Annual Report on Form 10-K, these persons have been subject to the requirements of Section 16(a). We have informed these persons of their obligations under Section 16(a). Further, we have set up a procedure whereby periodically we will (i) notify these persons of their Section 16(a) obligations; (ii) review the copies of Forms 3, 4, and 5 that these persons furnish to the Company; (iii) request written representations from them that no other transactions were required; and (iv) make a determination that the pertinent officers, directors and principal shareholders have complied with all applicable Section 16(a) requirements during the fiscal year.
We are not aware of any reporting persons who filed late reports or failed to file appropriate reports.
DIRECTOR AND OFFICER LIABILITY LIMITATION. Our Articles of Incorporation and Bylaws, limit the personal liability of directors, officers and the shareholders to the full extent allowed by Nevada law. This is a risk factor that an investor or potential investor should consider because it means that a disgruntled or injured investor's remedies may not be as significant or meaningful as might otherwise be the case in the absence of these statutory and common law protections.
CODE OF ETHICS.
We have adopted a Code of Ethics which is attached to this report as Exhibit 14. See Item 15 of Part IV below.
ITEM 11. EXECUTIVE COMPENSATION
Compensation of Directors and Executive Officers
Because our officers and directors are the same persons, we are discussing both categories of persons together under this disclosure item. This includes those persons referred to under Item 402 of Regulation S-K as "Named Executive Officers."
We have paid no remuneration to our directors or officers, other than the fact that each bought “restricted” shares of our stock in August 2004 and in December 2006 at $0.05 per share in order to provide us with sufficient operating or working capital to file and complete the Spin-Off transaction and otherwise carry out the terms and conditions of the Distribution Agreement with Tintic-Utah.
We do NOT have any contracts with or contractual arrangements for compensation of directors or officers. We also do NOT pay any monetary fees or other form of cash compensation for their services. Directors and officers are entitled to receive reimbursement of out-of-pocket expenses incurred by them on behalf of us. Because none of our officers or directors has received individual total annual salary and bonus in excess of $100,000 for any fiscal year, we have NOT included a SUMMARY COMPENSATION TABLE under this item describing such compensation as would otherwise be required. Such compensation, if it had occurred, would include the dollar value of base salaries and bonus awards, the number and value of stock options granted, and any other compensation, if any, none of which occurred.
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No Retirement, Pension or Profit Sharing Plans
At present, our directors and officers do NOT receive any award of options, warrants, or stock appreciation rights (SAR's) for their services. There are no retirement, pension, or profit sharing plans for the benefit of officers, directors or key employees as of the date of this filing.
No Stock Incentive or Compensation Plans
We have NOT adopted a stock incentive plan to provide deferred stock incentives to key employees, if any, and directors, who contribute significantly to our long- term performance and growth. This does not mean that we may not do so in the future. If one is established, the board will be authorized to amend and rescind any rules and regulations relating to any stock incentive plan as may be necessary for efficient administration of any such stock incentive plan. Any board action will require a majority vote of the members of the board.
Three types of awards would likely be available under any stock incentive plan, if adopted:
* nonqualified stock options or incentive stock,
* stock appreciation rights and
No shares of our common stock have yet been reserved to be issued under any stock incentive plan.
Restricted Stock
The board may in its discretion award common stock. If so, it would have restrictions on its transferability. Restricted stock issued as part of any stock incentive plan may not be sold, assigned, transferred, pledged, hypothecated or otherwise disposed of, except by the laws of descent and distribution, for a period of time as determined by the board, from the date on which the award is granted. Certificates for restricted stock will bear an appropriate legend referring to the restrictions. A holder of restricted stock may exercise all rights of ownership incident to his ownership including the right to vote and receive dividends, unless the board has imposed limitations.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.
The following table sets forth the beneficial ownership of our common stock with respect each person known to be the owner of 5% or more of our common capital stock, each director, each officer, and all executive officers, directors and 5% or greater shareholders of the Company as a group. As of December 31, 2008, there were 2,109,643 common capital shares issued and outstanding.
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|
|
|
Name of Beneficial Owner | Number of Shares of Common Stock Beneficially* Owned | Percent of Ownership of Common Stock outstanding |
George Christopulos 3131 Teton Drive Salt Lake City, Utah 84109 | 660,739(2) | 31.3% |
Hugh Coltharp(3) 1478 Roosevelt Avenue Salt Lake City, Utah 84105 | 155,361(4) | 7.4% |
Jack Coombs (5) 2581 East 1300 South Salt Lake City, Utah 84108 | 359,272(6) | 17.0% |
John Michael Coombs (7) 3098 South Highland Drive, Suite #323 Salt Lake City, Utah 84106 | 495,212(8) | 23.5% |
All 5% or more owners, all directors and all officers as a group (4 persons) | 1,670,584 | 79.2% |
* Beneficial ownership is determined in accordance with the rules and regulations of the Commission and generally includes voting or investment power with respect to securities. Shares of common stock issuable upon the exercise of options or warrants currently exercisable, or exercisable or convertible within 60 days of our year end, are also deemed outstanding for computing the percentage ownership of the person holding such options or warrants but are not deemed outstanding for computing the percentage ownership of any other person.
(1) Mr. Christopulos is the president of the Company and the chairman of the board. He has been president of the Company since its inception in March 2004. Mr. Christopulos served as president and chairman of the board of the Company’s predecessor previously known as Tintic-Utah from approximately 1981 until March 2004.
(2) Of these 660,739 shares, 168,079 were received in November 2006 by Mr. Christopulos as a stock dividend and, being registered shares, the certificate(s) representing these shares bear a “control person” legend. The certificates representing the remaining 492,660 shares bear a standard “restrictive” legend.
(3) Mr. Coltharp is the secretary/treasurer of the Company and a director. He has been secretary/treasurer and a director of the Company since its inception in March 2004. Mr. Coltharp served as secretary/treasurer of the Company’s predecessor previously known as Tintic-Utah from approximately 1981 until March 2004.
(4) Of these 155,361 shares, 17,429 were received by Mr. Coltharp as a stock dividend and, being registered shares, the certificate(s) representing these shares bear a “control person” legend. The certificates representing the remaining 137,932 shares bear a standard “restrictive” legend.
(5) Mr. Jack Coombs is the vice president and a director of the Company. He has been vice president and a director of the Company since its inception in March 2004. Mr. Coombs served as vice president and a director of the Company’s predecessor previously known as Tintic-Utah from approximately 1981 until March 2004.
(6) Of these 359,272 shares, 104,627 were received in November 2006 by Mr. Coombs as a stock dividend and, being registered shares, the certificate(s) representing these shares bear a “control person” legend. The certificates representing the remaining 254,645 shares bear a standard “restrictive” legend. This figure of 359,272 shares also represents or includes 13,329 shares that were held in a securities brokerage account on the record date of the spin-off, namely, March 5, 2004, and which were subject to the November 2006 stock dividend. These 13,329 dividend shares, however, have not as yet been placed in Mr. Jack Coombs’s brokerage account because they cannot, at present, be located. When they are, or if the posting of a lost
47
instrument bond is undertaken, they will be placed in such brokerage account and treated as “control shares.”
(7) Mr. J. Michael Coombs is an attorney and has acted as our legal counsel since our inception. He also acted as legal counsel to our predecessor, Tintic-Utah, from approximately 1994 until March 2004 when its name was changed and it engaged in a change of control transaction with Kiwa. He is not and never has served as an officer or director of us or our predecessor, Tintic-Utah. Mr. J. Michael Coombs is the son of director and officer, Jack Coombs.
(8) Of these 495,212 shares, 280,449 were received in November 2006 by Mr. J.M. Coombs as a stock dividend and, being registered shares, the certificate(s) representing these shares bear a “control person” legend. The certificates representing the remaining 214,763 shares bear a standard “restrictive” legend. This figure of 495,212 shares also represents or includes 1,950 shares that were held in a securities brokerage account on the record date of the spin-off, namely, March 5, 2004, and which were subject to the November 2006 stock dividend. These 1,950 dividend shares, however, have not as yet been placed in Mr. J.M. Coombs’s brokerage account because they cannot, at present, be located. When they are, or if the posting of a lost instrument bond is undertaken, they will be placed in such brokerage account and treated as “control shares.”
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE.
Related Transactions.
We have not been a party to any transaction, or proposed transaction, in which any director, executive officer, or principal shareholder had or will have a direct or indirect material interest, where:
(1) the amount involved in the transaction or series of similar transactions exceeds $60,000; or (2) the person's interest arises solely from the ownership of our securities, and the person receives no extra or special benefit not shared equally (pro rata) by all holders of the same class of securities.
Our Board of Directors has not adopted or approved any policy regarding future transactions with related third parties. This is because the Revised Nevada Statutes governing corporations contains provisions which address and govern these types of issues.
No Parent or Subsidiary.
We have no parent or subsidiary corporations at the present time which might create related transactions.
Transactions with Promoters and Control Persons.
During our fiscal year ended December 31, 2008, there were no related transactions between such persons and the Company. However, our three officers and directors, and one shareholder, did, however, loan or advance us a total of $15,000 in January 2008 to meet our current obligations. This amount is or will be carried on our books as a payable. While our insiders have in the past contributed money as an equity investment, we decided that this time the money needed would be loaned or advanced by such persons and we would not issue additional shares as an equity investment in us.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
AUDIT AND NON-AUDIT FEES
Aggregate fees for professional services rendered for us by Pritchett Siler & Hardy are set forth below. The aggregate fees included in the Audit category are fees billed for the fiscal years for the audit of our annual financial statements and review of financial statements and statutory and regulatory filings or engagements. The aggregate fees included in each of the other categories are fees billed in the fiscal years. (All reference to “$” in this Annual Report are to United States dollars.)
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FISCAL YEAR 2008 FISCAL YEAR 2007
AUDIT FEES | $ 7,915 | $ 9,200 |
AUDIT-RELATED FEES | $ - | $ - |
TAX FEES | $ - | $ - |
ALL OTHER FEES | $ - | $ - |
TOTAL | $ 7,915 | $ 9,200 |
Audit fees for the fiscal years ended December 31, 2008 and 2007, were for professional services rendered for the audits of the financial statements of the Company, quarterly review of the financial statements included in Quarterly Reports on Form 10-Q, consents, and other assistance required to complete the year end audit of the financial statements.
Audit-Related Fees as of the fiscal years ended December 31, 2008 and 2007 were for assurance and related services reasonably related to the performance of the audit or review of financial statements and not reported under the caption Audit Fees.
Tax Fees as of the fiscal years ended December 31, 2008 and 2007 were for professional services related to tax compliance, tax authority audit support and tax planning.
There were no fees that were classified as All Other Fees as of the fiscal years ended December 31, 2008 and 2007.
As we do not have a formal audit committee (see end of Item 10 above), the services described above were not approved by the audit committee under the de minimus exception provided by Rule 2-01(c)(7)(i)(C) under Regulation S-X. Further, as we do not have a formal audit committee, we do not have audit committee pre-approval policies and procedures.
PART IV.
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES.
Reports on Form 8-K.
None.
Exhibits.
14 Code of Ethics
31.1 302 Certification of George Christopulos
31.2 302 Certification of Hugh Coltharp
32 906 Certification of both George Christopulos and Hugh Coltharp
99.1 Index Map*
99.2 Property Location Map*
* Exhibits identified with this mark are attached to and made a part of this document in the form of pdf files.
The following Exhibits are incorporated by reference as a part of this Annual Report on Form 10-K:
3.1 Articles of Incorporation, which were filed as an exhibit to our Form SB-2/A registration statement
3.2 Bylaws, which were filed as an exhibit to our Form SB-2/A registration statement
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SIGNATURES
In accordance with the provisions of the Securities and Exchange Act of 1934 and the rules and regulations promulgated thereunder, Tintic Gold Mining Company has duly caused this Annual Report on Form 10-K for its fiscal year ended December 31, 2008, to be signed on its behalf by the undersigned, thereunto duly authorized.
TINTIC GOLD MINING COMPANY, Issuer
/s/ George P. Christopulos
George P. Christopulos
Chairman of the Board, President, CEO
And Chief Financial Officer (CFO)
Dated: March 19, 2009
/s/Hugh N. Coltharp
Hugh N. Coltharp
Secretary/Treasurer and director
Dated: March 19, 2009
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