Mail Stop 3561
July 1, 2005
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
Amendment No. 2 filed May 27, 2005
File No. 333-119742
Dear Mr. Christopulos:
We have reviewed your filing and have the following
comments.
Where indicated, we think you should revise your document in
response
to these comments. If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary. Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
supplemental information so we may better understand your
disclosure.
After reviewing this information, we may or may not raise
additional
comments.
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 filing.
We look forward to working with you in these respects. We welcome
any questions you may have about our comments or on any other
aspect
of our review. Feel free to call us at the telephone numbers
listed
at the end of this letter.
General
1. For your property, provide the disclosures required by Industry
Guide 7(b). In particular, provide:
* The location and means of access to the property.
* A map(s) showing the location of your property.
* Any conditions that you must meet in order to obtain or retain
title to the property.
* A brief description of the rock formation and mineralization of
existing or potential economic significance on the property.
* A description of the present condition of the property.
* A description of any work completed on the property.
* A description of equipment and other infrastructure facilities.
* The current state of exploration of the property.
* The total cost of your property incurred to date and planned
future
costs.
* The source of power that can be utilized at the property.
* If applicable, provide a clear statement that the property is
without known reserves and the proposed program is exploratory in
nature.
Refer to Industry Guide 7(b)(1)-(5) for specific guidance.
Industry
Guide 7 can be reviewed on the Internet at
http://www.sec.gov/divisions/corpfin/forms/industry.htm#secguide7.
2. Insert a small-scale map showing the location and access to
your
property. Note that SEC`s EDGAR program now accepts digital maps,
so
please include these in any future amendments that are uploaded to
EDGAR. It is relatively easy to include automatic links at the
appropriate locations within the document to GIF or JPEG files,
which
will allow the figures and/or diagrams to appear in the right
location when the document is viewed on the Internet. For more
information, please consult the EDGAR manual, and if you need
addition assistance, please call Filer Support at 202-551-8900.
Otherwise, provide the map to the staff for our review.
3. The words "development" and "production" have very specific
meanings under Industry Guide 7(a) (4), (see
http://www.sec.gov/divisions/corpfin/forms/industry.htm#secguide7)
..
They reference the "development stage" when companies are engaged
in
preparing reserves for production, and "production stage" when
companies are engaged in commercial-scale, profit-oriented
extraction
of minerals. If you do not have any "reserves," as defined by
Guide
7, please remove the terms "develop," "development" or
"production"
throughout the document, and replace them, as needed, with the
terms
"explore" or "exploration." This includes the using of the terms
in
the Financial Statement head notes and footnotes see Instruction 1
to
paragraph (a), Industry Guide 7.
Cover Page
4. Please relocate the preliminary prospectus language required by
Item 501(a)(10) of Regulation S-B from the registration statement
cover page to the prospectus cover page.
5. We note the statement that "[a]s an issuer, is acting as its
own
underwriter in distributing its common stock for the purpose of
this
distribution. Please disclose on the cover page and in the
distribution section that Kiwa Bio-Tech is also an underwriter.
Lastly, it would appear that Kiwa is distributing the shares,
rather
than Tintic Gold, since the prospectus summary indicates the
shares
being distributed are held by Kiwa. Please revise the disclosure
throughout the prospectus to make this clear.
6. Please disclose how the amount of shares to be distributed to
each
shareholder will be determined. Will the shares be distributed on
a
pro-rata basis?
Outside Back Cover Page
7. Please include the disclosure required by Item 502(b) of
Regulation S-B.
Prospectus Summary, page 1
8. Remove all references in the document that use the term
"mining"
or "mining operations," or any term that can imply mineral
production, such as "operations." In particular, substitute the
term
"mineral exploration" for "mining operations."
9. Please provide the definition of "exploration stage
corporation"
set forth in Guide 7(a)(4)(i) to the Securities Act Industry
Guides.
Provide similar disclosure under the subheading "General" in the
Business section.
10. We note the statement "[b]ecause these assets were not
integral
or related to its [Kiwa`s] then current business, Kiwa . . .
decided
.. . . to transfer these assets to Tintic-Utah`s subsidiary, now
us,
in exchange for our common stock so that we could pursue our own
business plan involving mining exploration." Please explain why
Kiwa
entered into a business combination with Tintic-Utah if Tintic-
Utah
had no assets.
11. Please disclose the location of the mineral claim.
12. We note the references to "the property." It appears that the
company`s only right to the property consists of mineral claims.
Please revise throughout the registration statement to clarify
that
this "property" is simply mineral claims.
13. Please include a summary financial table.
Risk Factors, page 2
14. Please highlight the risk factor subheadings through
numbering,
bold type, underlining or in another clear manner.
15. Early in this section, you should indicate that you are an
exploration stage company and that there is no assurance that a
commercially viable mineral deposit exists on any of your
properties,
and that further exploration will be required before a final
evaluation as to the economic and legal feasibility is determined.
See Industry Guide 7(a)(4).
16. In risk factor two, please explain the statement "we have no
other source of income at this time." It appears that the company
has no source of income at this time. Please describe the
financial
support made by officers and directors as funding.
17. In risk factor three, please explain the statement that
"[c]onsequently, we may not realize any revenues and corresponding
earnings to the extent we may have otherwise received had we had
greater control of the exploration process."
18. Within the risk factors on page three, in the eighth
paragraph,
you tend to focus on aspects that relate to projects in the
"mining
stage" as defined by Industry Guide 7. Rather than including
discussions related to mining operations that will not apply to
you
unless and until you have an operating mine, include in one new
risk
factor a concise discussion that makes clear that you have no
ongoing
mining operations of any kind. Then briefly discuss risks that
would
apply if you ever commenced actual mining operations. However, if
your business approach does not include entry into the mine
management business, please delete any risk factor or other
disclosure that could suggest otherwise.
19. Please remove the next to last paragraph on page 3.
20. The eighth risk factor discusses several risks to the company.
Each risk factor should focus on only one risk. Please revise.
21. It is unclear why the disclosure regarding the Commission`s
position on indemnification is in the Risk Factors section.
Please
move to a separate section. See Item 510 of Regulation S-B.
Risk Factors Related to Our Mining Assets, page 5
22. Please add a risk factor that addresses the fact that the
probability of an individual prospect ever having "reserves" that
meet the requirements of Industry Guide 7 is extremely remote, in
all
probability your properties do not contain any reserves, and any
funds spent on exploration will probably be lost.
23. Please revise your risk factor subheadings to state the
material
risk to potential investors. In this regard, your headings should
disclose the consequences to the investor or to the company,
should
the risk materialize. For example, most of your subheadings
merely
state facts or describe uncertainties and do not adequately
reflect
the risks that follow. Please revise your subheadings to state
succinctly the risks. In addition, please revise the risk factor
narratives to state succinctly the risks.
24. Risk factor one presently focuses on the need for additional
capital, which is already discussed in the first set of risk
factors,
in risk factor two. Please remove or revise to avoid the
repetition.
25. In risk factor two, please describe the risk of an absence of
mining activity.
26. In risk factor five, we note the risk of the topographical
effect
on exploration. In the Business section, please describe the
topographical effect on all previous exploration performed on the
property.
27. Please add a risk factor discussing the going concern raised
by
the independent auditor`s report.
The Distribution, page 7
28. Please describe whether Tintic-Utah shareholders will have the
ability not to participate in the distribution of the shares of
common stock of Tintic Gold Mining Company of Nevada ("Tintic-
Nevada").
Manner of Effecting the Distribution, page 7
29. Please name those individuals who will be distributing the
shares
in this offering and disclose the exemption from registration as a
broker that will be relied upon. We may have further comment.
30. Please explain the rights of those shareholders that are not
being mailed the prospectus or stock certificates. Please
describe
whether the company will attempt to notify these shareholders and
how
they will be notified. Clarify what will happen to the stock
certificates for these individuals with undeliverable addresses.
Disclose the number of shareholders that fall into this category.
Please provide us with an analysis as to the basis for this action
regarding the shareholders whose addresses are unknown.
31. The statement that the current outstanding common shares are
"fully paid and non-assessable" is a legal conclusion that you are
not qualified to make. Either attribute this statement to counsel
that made such legal conclusion in your legality opinion and that
consented to being named in this section, or delete it.
Indemnification and Insurance, page 9
32. We note the indemnification of Kiwa relating to "any claims
arising out of this prospectus or the registration statement."
Please include immediately after this disclosure the Commission`s
position on indemnification, from Item 512.
Rights of Kiwa Shareholders Before and After the Distribution,
page 9
33. Please describe the dilution that recently occurred.
Management`s Plan of Operation, page 11
34. Please describe the company`s plan of operation for the next
twelve months as required by Item 303(a) of Regulation S-B.
Provide
details of your specific plan of operation, including detailed
milestones, the anticipated time frame for beginning and
completing
each milestone, the estimated expenses associated with each
milestone
and the expected sources of such funding. Please explain how the
company intends to meet each of the milestones if it cannot
receive
funding. Also include those milestones which do not require
funding.
See Item 303(a)(1) of Regulation S-B.
35. Discuss the phased nature of the exploration process, and the
place in the process your current exploration activities occupy.
Disclose that you will make a decision whether to proceed with
each
successive phase of the exploration program upon completion of the
previous phase and upon analysis of the results of that program.
36. Make it clear to investors that even if you complete your
current
exploration program and it is successful in identifying a mineral
deposit, you will have to spend substantial funds on further
drilling
and engineering studies before you will know if your have a
commercially viable mineral deposit, a reserve.
37. Please describe the milestones and day to day operations that
will be carried out by management.
Plan of Operation for the Next Twelve to Eighteen Months, page 11
38. This revised section utilizes a significant amount of
technical
terminology that the average investor probably is not familiar
with.
Revise your filing to define technical words through the context
of
the discussion as much as possible. Provide definitions to the
glossary for words that cannot be adequately defined in the text.
Include in a glossary only those geologic or technical terms not
understood by the average investor that cannot be defined in the
text.
39. We note the disclosure in risk factor two that "[o]ur current
officers and directors have agreed to satisfy our cash operating
requirement only over the next three (3) years." Please disclose
the
material terms of this arrangement. Disclose how the term of
three
years was determined, state whether this covers general operating
expenses or is limited to the specific costs of complying with the
reporting obligations of the Exchange Act, state whether there is
a
limit on the amount that may be advanced, and state whether the
advance is a loan or contribution to capital. If a loan, please
state the interest rate and due date. The agreement should be
filed
as an exhibit. We may have further comment.
40. Disclose the cash on hand as of the most recent practicable
date.
41. We note the statement that "[a]s a result, we do not believe
there will be the need to raise additional capital . . . other
than
through our officers and directors." Please describe whether the
company will pursue other possible funding sources such as selling
stock or issuing debt in order to implement the plan of operation
or
any part of the mineral exploration. If not, please explain why.
42. Please provide us supplementally with Mr. Yeomans` revised and
more extensive report of April 24, 2005.
43. On page 14, we note the statement "the next steps or sequence
of
events necessary to attract a mining partner and otherwise
implement
a mining exploration program are: . . ." Please explain what
funds
will be necessary to implement all stages of exploration. We also
note that the company has management in place to begin to
implement
an exploration program. Please revise to include which steps
management will implement and the time frame of beginning and
completing the steps. Also include the sources of funding for
each
step.
44. On page 14, we note the disclosure that "[o]ur plan to
contract
with a mining company includes: . . ." Please describe whether
management will investigate and negotiate the contract with mining
companies. Please include the anticipated time frame.
Business, page 15
Corporate History, page 15
45. On page 16, in the second paragraph, we note the statement
that
"Tintic-Utah`s management continued to develop its long-term
business
plan to re-establish it as an active business and to seek capital
funds to operate and grow the business." Please describe whether
Tintic-Utah received any funding in connection with the business
combination with Kiwa.
46. Please remove the reference to Kiwa`s form 10-SB. Form SB-2
does
not allow for incorporation by reference.
47. On page 17, you make that statement that the surface rights
have
been severed from the mineral estate and that another party owns
these surface rights. This person also has a right to a 3% net
smelter return from the resultant mineral production. However,
you
have not disclosed any legal agreements that define access, use,
and
reclamation of the surface lands. In the event an agreement is in
place, disclose this as a risk factor.
The March 12, 2004 Merger or Reorganization with Kiwa, page 17
48. Please discuss how and when the previous control persons or
their
affiliates of Tintic-Utah were introduced to the previous
management
or control persons of Kiwa. Please describe all agreements
between
the previous control persons or affiliates of Tintic-Utah and the
previous management or control persons of Kiwa. Please describe
the
principal terms of the agreements, including dates entered, name
the
parties negotiating the terms of the agreements, any consideration
paid under the agreements, name any third parties that were
involved
in the agreements and the compensation paid to them, and disclose
the
effects of the agreements on the management and control persons of
Tintic-Utah. Describe whether any control persons of Tintic-Utah
received cash consideration in connection with the change in
control
and/or business combination. Please disclose whether finders`
fees
or consulting agreements were provided as part of any agreements.
Please file all agreements relating to the change in control of
Tintic-Utah as exhibits. See Item 101(a) of Regulation S-B.
Effect of the Merger, page 18
49. We note the statement "[t]he Spin-Off was determined to be
effectuated in compliance with the Securities Act of 1933 and all
applicable securities laws of any governmental entity." Please
clarify when the spin-off has or will occur.
Type of Property/Mining and Production History, page 19
50. The second paragraph of this section refers to mines and other
mineral occurrences that exist in the general area of the company
property. Remove any information about the mines, prospects, or
companies operating in or near to your property. Focus the
disclosure only to those properties under your direct control and
property holdings in which the company has the legal authority to
explore for minerals.
51. The third paragraph on page 19 refers to ore and ores. Under
SEC
Industry Guide 7, the terms "ores" or "ore body" are treated the
same
as the term "reserve." Since all deposits are not necessarily
reserves, remove the terms "ore," "ores," "ore body," and "ore
bodies" from the filing.
52. Two experts` work is cited in the fifth paragraph, on page 21.
The mining professionals should concur with the summary of the
information in the report disclosed, and agree to being named as
an
expert in the registration statement. As these professionals are
deceased and cannot provide written consent to the works cited or
demonstrate that these reports conform to the Industry Guide 7
standards, remove these professional references. Industry Guide 7
also specifically prohibits technical studies being attached to
registration statements. The information contained within these
reports may be briefly summarized, however the company will have
to
assume responsibility for the validity and accuracy of these
statements.
Exploration, Development and Rehabilitation Work, page 22
53. Please describe the results of the mineral exploration carried
out by Centurion Mines Corporation.
Future Plans for Exploration, page 23
54. Remove the technical reports attached as an exhibit. Industry
Guide 7 specifically prohibits technical studies being attached to
registration statements.
Competitive Position, page 23
55. Please discuss the competitive business conditions, as
required
by Item 101(b)(4) of Regulation S-B.
Research and Development Activities, page 23
56. Estimate the amount spent during each of the two last fiscal
years on research and development activities, as required by Item
101(b)(10) of Regulation S-B.
Government Regulation, page 24
57. If applicable, please describe in detail the exploration and
mining permitting process in the State of Utah and as these
regulations apply to the company.
No Present Agreements with any Consultants, page 24
58. We note the statement that "we currently have no agreement
with
any consultant." Please describe whether the company has engaged
or
entered into any discussion or understanding with any particular
consultant or other expert or professional regarding the company`
search for a mining partner, acquisition or funding candidates.
Management and Principal Shareholders of Tintic Gold Mining
Company,
page 24
Directors, Executives Officers, Promoters and Control Persons,
page
24
59. Please include the disclosure required by Item 401(a) of
Regulation S-B.
60. For each officer and director, please describe all employment
during the past five years. See Item 401(a)(4) of Regulation S-B.
In the description, please include the name and business of the
person`s employer, beginning and ending dates of employment, the
positions held and a brief description of the employer`s business.
For example, we note John Michael Coombs` employment with Valley
High
Mining Company, North Beck Joint Venture and Anticline Uranium.
Also
include other significant responsibilities that they currently
have
with other companies.
61. Please include a brief description of John Michael Coombs and
Jack Coombs` involvement with blank check companies, such as Vis
Viva
Corporation and Millennium Quest, Inc.
62. Please describe the amount of hours per week each officer will
spend on the company`s affairs.
63. Unless you can substantiate significant technical training
and/or
experience in minerals exploration or mining by members of your
management, you need to include a risk factor early in this risk
factor section that your management lacks technical training and
experience with exploring for, starting, and/or operating a mine.
With no direct training or experience in these areas, your
management
may not be fully aware of many of the specific requirements
related
to working within this industry. Their decisions and choices may
not
take into account standard engineering or managerial approaches
mineral exploration companies commonly use. Consequently, your
operations, earnings, and ultimate financial success could suffer
irreparable harm due to management`s lack of experience in this
industry.
Certain Relationships and Related Transactions, page 27
64. Disclose any loans by officers. For each transaction, please
include the name of the person, the person`s relationship to the
issuer, the nature of the person`s interest in the transaction and
the amount of such interest as required by Item 404(a) of
Regulation
S-B.
65. Please include the disclosure required by Item 404(d) of
Regulation S-B.
Other
66. Please include the disclosure required by Item 201(a)(1) and
(2)
of Regulation S-B.
Financial Statements
General
67. It appears that Tintic Gold Mining Company, (the Company, a
Nevada Corporation) has succeeded to the business of Tintic Gold
Mining Company (the Parent, a Utah Corporation), and thus, the
spin-
off date is not the date of inception. As such, the prior period
financial statements of the Company should be restated to include
the
transferred operations (i.e. operations for the period that the
Company was operating as part of the Parent). Please revise to
present the statements of operations and cash flows for the years
ended December 31, 2004 and 2003 for the Company, including the
transferred operations of the Parent. The statement of
stockholders`
equity should include all equity transactions from the date of the
parent`s reentrance into the development stage. A statement of
operations should be included from this date through the latest
interim period presented. Revise your footnote disclosure to
explain
the organization of the business during the periods presented.
Please obtain an audit report for the balance sheet presented as
of
December 31, 2004 and 2003 and the related statements of
operations,
cash flows and stockholders` equity for the years then ended.
Other Regulatory
68. Please note the updating requirements for the financial
statements as set forth in Item 310(g) of Regulation S-B, and
provide
a current consent of the independent accountants in any amendment.
Part II
Recent Sale of Unregistered Securities
69. We note that the company has included the distribution/spin-
off
in this section. It appears that this transaction is being
registered. Please explain.
70. Please describe the facts relied upon to make the exemption
available. See Item 701 of Regulation S-B.
Exhibits
71. In the legality opinion, please note that it is inappropriate
for
counsel to include assumptions that are too broad. Please revise
the
legality opinion to specify all the information supplied to the
company that the company is assuming the accuracy and
completeness.
72. Revise your legality opinion to indicate that opinion opines
upon
Nevada law including the Nevada Constitution, all applicable
provisions of the statutory provisions, and reported judicial
decisions interpreting those laws.
73. In light of the updated report by Mr. Yeomans, dates April 24,
2005, please include a new consent.
Signatures
74. Please have each person sign in the capacities required by the
Form SB-2, such as, principal executive officer, principal
financial
officer, and the controller or principal accounting officer. Also
have at least a majority of the board of directors sign the
registration statement. Please see paragraph 1 to the Instruction
for Signatures on the Form SB-2.
As appropriate, please amend your registration statement in
response to these comments. You may wish to provide us with
marked
copies of the amendment to expedite our review. Please furnish a
cover letter with your amendment that keys your response to our
comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review. Please
understand that we may have additional comments after reviewing
your
amendment and responses to our comments.
We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision. Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.
Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that:
* should the Commission or the staff, acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;
* the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and
* the company may not assert staff comments and the declaration of
effectiveness as a defense in any proceeding initiated by the
Commission or any person under the federal securities laws of the
United States.
In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filing or in response to our comments on your filing.
We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.
We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement. Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration. Please provide this
request at least two business days in advance of the requested
effective date.
You may contact David Burton at (202) 551-2626 or Hugh West
at
(202) 551-3872 if you have questions regarding comments on the
financial statements and related matters. Questions on other
disclosure issues may be directed to Thomas Kluck at (202) 551-
3233.
Sincerely,
John Reynolds
Assistant Director
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George P. Christopulos
Tintic Gold Mining Company
July 1, 2005
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