November 12, 2004
MAIL STOP 0511
Mr. George P. Christopulos, President
Tintic Gold Mining Company
3131 Teton Drive
Salt Lake City, Utah 84109
Re: Tintic Gold Mining Company
Registration Statement on Form SB-2
Filed October 14, 2004
File No. 333-119742
Dear Mr. Christopulos:
We have completed a preliminary reading of your registration
statement. It appears that your document fails in material
respects to comply with the requirements of the Securities Act of
1933, the rules and regulations under that Act, or the requirements
of the Form. For this reason, we will not perform a detailed
examination of the prospectus and will not issue comments until
these material deficiencies, indicated below, are addressed.
Section (a)(2) of Rule 419 defines a blank check company as a
company that is issuing penny stock that is "a development stage
company that has no specific business plan or purpose or has
indicated that its business plan is to engage in a merger or
acquisition with an unidentified company or companies, or other
entity." In discussing this definition in the adopting release,
the Commission stated that it would "scrutinize . . . offerings for
attempts to create the appearance that the registrant . . . has a
specific business plan, in an effort to avoid the application of
Rule 419." See Security Act Release No. 6932 (April 13, 1992).
Your disclosure in the Form SB-2 filed on October 14, 2004,
indicates that Tintic Gold Mining Company, incorporated in Nevada
("Tintic-Nevada"), is a developmental stage company issuing penny
stocks. As of August 31, 2004, you had no assets other than cash
of $25,651, no revenues, no operations and no employees, and it
appears that the officers only work part-time for the company. The
company is not raising any capital under this registration
statement and has no plan of financing. Further, the company
states on page 5, "[i]n the event we cannot attract the necessary
financing to engage in mining exploration . . . we will be required
to entertain and implement other business strategies, including the
possibility of strategies not related to mining." To date, you
have not taken any substantive steps in furtherance of a business
plan and the company lacks a specific plan.
In order to further evaluate the company`s business, it is
necessary and relevant to review the prior business of Tintic Gold
Mining Company of Utah ("Tintic-Utah"). As you disclose, on page
12 of the Form SB-2, your predecessor, Tintic-Utah, entered into a
reverse acquisition with Kiwa Bio-Tech Products Group Corporation
on March 12, 2004. Tintic-Nevada was organized on March 8, 2004,
for the purpose of acquiring all of Tintic-Utah`s mineral
properties and related assets. The officer and directors are the
same for both companies. Tintic-Utah`s Form 10-KSB for the year
ended December 31, 2003, reveals that on December 31, 2003, Tintic-
Utah had no assets other than cash of $2,792, no revenues, no
operations and no employees.
On Tintic-Utah`s Form 10-SB, Amendment No. 1, filed on November 15,
2001, Tintic-Utah disclosed that its main business purpose was "to
pursue business opportunities and raise capital, thus permitting it
to (1) develop its existing mining properties, (2) to develop,
explore and acquire or lease other mining properties, and/or (3) to
otherwise locate consummate a merger or acquisition with another
entity, preferably an entity involved in or with precious metals."
Further, Tintic-Utah`s Form 10-SB discloses that the company had no
assets other than cash of $39,314, no revenues from operations and
no employees.
On Tintic-Utah`s Forms 10-KSB, filed December 31, 2001, 2002 and
2003, the disclosure reveals that Tintic-Utah had no development of
its existing mining properties and did not develop explore, acquire
or lease other mining properties. We also note that the company`s
Form 8-K of March 12, 2004 discloses that "[s]ince the Registrant
reorganized itself in 2001, it had not yet commenced or engaged in
any mining exploration activities and had not yet reached or
achieved planned operations." It appears during this time that the
company had no operations other than seeking a merger or
acquisition. The Form 10-KSB for December 31, 2002 reveals that
Tintic-Utah was pursuing a potential reorganization or acquisition
transaction with a start up company engaged in the voice mail
technology business. In 2004, Tintic-Utah completed a reverse
acquisition with Kiwa, a company engaged in commercialization of
bio-technical research.
In view of the foregoing, it appears that your proposed business
may be commensurate in scope with the uncertainty ordinarily
associated with a blank check company. Accordingly, please revise
your disclosure substantially throughout your registration
statement to comply with Rule 419 of Regulation C. Please note
that the shares being distributed as a stock dividend should be
escrowed pursuant to Rule 419. In the alternative, you may provide
us supplementally with a detailed explanation as to why Rule 419
does not apply to this offering and provide a specific business
plan for the next twelve months.
We note that the transactions being registered do not completely
cover the distribution of the securities that will result when the
Tintic-Nevada shareholders sell their shares. Because the
shareholders of Tintic-Utah will be mere conduits for a wider
distribution of the Tintic-Nevada securities, they will be
receiving restricted securities that can only be offered pursuant
to registration under the Securities Act. Refer to Staff of the
Division of Corporation Finance letter to the NASD Regulation, Inc.
(January 21, 2000). Please revise the registration statement to
discuss the restrictions on resale by the Tintic-Nevada
shareholders.
As long as it remains in its present form, we will not
recommend acceleration of the effective date of the registration
statement. Also note that should the registration statement become
effective in its present form, we would be required to consider
what recommendation, if any, we should make to the Commission. We
suggest that you consider submitting a substantive amendment to
correct the deficiencies or a request for withdrawal of the filing.
Please understand that the purpose of our review process is to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filings.
Feel free to call Thomas Kluck at (202) 824-5262 with any
questions. We look forward to working with you to address these
concerns.
Sincerely,
John Reynolds, Assistant Director
Office of Emerging Growth Companies
cc: John Michael Coombs
Fax (801) 467-3256
Tintic Gold Mining Company
November 12, 2004
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