SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
TINTIC GOLD MINING COMPANY
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(Exact Name of Registrant as Specified in its Charter)
UTAH 87-0448400
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(State or Other Jurisdiction (IRS Employer ID No.)
of incorporation or organization)
3131 TETON DRIVE
SALT LAKE CITY, UTAH 84109
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(Address of Principal Executive Offices)
(801) 467-2021
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(Issuer's Telephone Number, including Area Code)
2002 STOCK OPTION PLAN
2003 STOCK OPTION PLAN
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(Full Title of the Plans)
George P. Christopulos
3131 Teton Drive
Salt Lake City, Utah 84109
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(Name and Address of Agent for Service)
(801) 485-3939
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(Telephone Number, Including Area Code, of Agent for Service)
IF ANY OF THE SECURITIES BEING REGISTERED ON THIS FORM ARE TO BE OFFERED ON A
DELAYED OR CONTINUOUS BASIS PURSUANT TO RULE 415 UNDER THE SECURITIES ACT OF
1933, OTHER THAN SECURITIES OFFERED ONLY IN CONNECTION WITH DIVIDEND OR
INTEREST REINVESTMENT PLANS, CHECK THE FOLLOWING BOX: [ ]
CALCULATION OF REGISTRATION FEE
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Title of Each Proposed Proposed
Class of Maximum Maximum Amount of
Securities to Amount to Price per Aggregate Registration
be Registered be Registered Unit/Share Offering Price Fee
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$0.001 par
value common
voting stock 25,000 (2) $0.__ $_______ $______(1)
55,556 (3)(4) $0.__ $_______ $______(1)
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(1) Calculated according to Rule 230.457(h) of the Securities and
Exchange Commission, based upon the exercise price of the options
covering the underlying common stock to be issued under the Plans.
(2) To be issued under the Registrant's 2002 Stock Option Plan.
(3) To be issued under the Registrant's 2003 Stock Option Plan.
PART I
Item 1. Plan Information.
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The document(s) containing the information specified in Part I will be sent or
given to participants as specified by Rule 428(b)(1). Such documents are not
being filed with the Securities and Exchange Commission either as part of this
Registration Statement or as prospectuses or prospectus supplements pursuant
to Rule 424. Such documents and the documents incorporated by reference in
this Registration Statement pursuant to Item 3 of Part II of this Form, taken
together, constitute a prospectus that meets the requirements of Section 10(a)
of the Securities Act of 1933, as amended.
2002 Stock Option Plan.
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A copy of the 2002 Stock Option Plan (the "2002 Plan") is attached to the
Registrant's Annual Report on Form 10-KSB for its fiscal year ended December
31, 2001.
2003 Stock Option Plan.
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A copy of the 2003 Stock Option Plan (the "2003 Plan") is attached to the
Registrant's Annual Report on Form 10-KSB for its fiscal year ended December
31, 2002.
Item 2. Registrant Information and Employee Plan Annual Information.
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Available Information.
----------------------
Copies of the 2002 Plan, the 2003 Plan, the Registrant's 10-KSB Annual
Report for the years ended December 31, 2002 and December 31, 2003, all Form
10-QSB Quarterly Reports, and any Current Reports filed with the Securities
and Exchange Commission (the "Commission") during the past twelve months have
been provided to the Plans' participants.
The Registrant also undertakes to furnish, without charge, to such
participants or person purchasing any of the securities registered hereby,
copies of all of such documentation. Requests should be directed to George P.
Christopulos, President, at the address and telephone appearing on the Cover
Page of this Registration Statement.
Additional information regarding the Registrant may be reviewed at
the Commission's web site www.sec.gov, in the Edgar Archives; and each of the
Plans' participants have acknowledged the availability of this information.
EXPLANATORY NOTE
We prepared this Registration Statement in accordance with the requirements of
Form S-8 under the Securities Act of 1933, as amended, to register a total of
80,556 shares of our common stock, $0.001 par value per share, issued pursuant
to our 2002 Stock Option/Stock Issuance Plan ("2002 Plan") and our 2003 Stock
Option/Stock Issuance Plan ("2003 Plan"). Of the 80,556 shares, 25,000 are
issued under our 2002 Plan. The remaining 55,556 shares are issued under our
2003 Plan. This compensation obligation arises as a result of services
provided to our Company by three officers and directors, company counsel and a
consultant or a total of five individuals.
Under cover of this Form S-8 is our reoffer prospectus prepared in accordance
with Instruction C of Form S-8, which may be used for reofferings and resales
on a continuous or delayed basis in the future of up to an aggregate of 80,556
shares of common stock which have been issued, pursuant our 2002 and 2003
Plans.
REOFFER PROSPECTUS
The date of this prospectus is March 8, 2004
Tintic Gold Mining Company
3131 Teton Drive
Salt Lake City, Utah 84109
80,556 Shares of Common Stock
This reoffer prospectus relates to 80,556 shares of our common stock that may
be offered and resold from time to time by the selling stockholders identified
in this prospectus for their own account. It is anticipated that the selling
stockholders will offer shares for sale at prevailing prices on the OTC
Bulletin Board on the date of sale. We will receive no part of the proceeds
from sales made under this reoffer prospectus. The selling stockholders will
bear all sales commissions and similar expenses. Any other expenses incurred
by us in connection with the registration and offering and not borne by the
selling stockholders will be borne by us. The selling stockholders and any
brokers executing selling orders on their behalf may be deemed to be
"underwriters" within the meaning of the Securities Act of 1933, as amended,
in which event commissions received by such brokers may be deemed to be
underwriting commissions under the Securities Act of 1933, as amended.
Our common stock is traded on the OTC Bulletin Board under the symbol
"TTGM.OB" On December 9, 2002, the last reported sale price of our common
stock on such market $0.40 per share. THE SHARES OF COMMON STOCK OFFERED
PURSUANT TO THIS REGISTRATION STATEMENT INVOLVE A HIGH DEGREE OF RISK. SEE
"RISK FACTORS" BELOW SET FORTH IN THIS REOFFER PROSPECTUS. THESE ARE
SPECULATIVE SECURITIES.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
TABLE OF CONTENTS
Page
REOFFER PROSPECTUS..................................................1
Available Information...............................................1
Incorporation of Documents by Reference.............................1
BUSINESS OF OUR COMPANY.............................................2
RISK FACTORS........................................................4
CONSULTING AGREEMENTS..............................................11
USE OF PROCEEDS....................................................11
SELLING STOCKHOLDERS...............................................12
PLAN OF DISTRIBUTION...............................................13
EXPERTS............................................................13
LEGAL MATTERS......................................................13
REOFFER PROSPECTUS
Available Information
You should only rely on the information incorporated by reference or provided
in this reoffer prospectus or any supplement. We have not authorized anyone
else to provide you with different information. The common stock is not being
offered in any state where the offer is not permitted. You should not assume
that the information in this reoffer prospectus or any supplement is accurate
as of any date other than the date on the front of this reoffer prospectus.
Tintic Gold Mining Company ("Tintic Gold" or "Company") files annual,
quarterly and special reports, proxy statements, and other information with
the Securities and Exchange Commission (the "SEC") as is required by the
Securities Exchange Act of 1934. You may read and copy any reports,
statements or other information we have filed at the SEC's Public Reference
Room at 450 Fifth Street N.W., Washington, D.C. 20549. Please call the SEC at
1-800-SEC-0330 for further information on the Public Reference Rooms. In
addition, copies may be obtained (at prescribed rates) at the SEC's Regional
offices at Northwestern Atrium Center, 500 West Madison Street, Suite 1400,
Chicago, Illinois 60661 and 75 Park Place, Room 1228, New York, New York
10007. Our filings are also available on the Internet on the SEC's website at
www.sec.gov, and from commercial document retrieval services, such as Primark,
whose telephone number is 1-800-777-3272.
Incorporation of Documents by Reference
The SEC allows us to "incorporate by reference" information into this
registration statement, which means that we can disclose important information
to you by referring you to another document filed separately with the SEC. The
information incorporated by reference is deemed to be part of this
registration statement, except for any information superseded by information
in this registration statement.
The following documents filed by our company with the SEC are incorporated
herein by reference:
1. The description of our Company's common stock contained in our
Registration Statement on Form 10-SB (SEC file number 000-33167),
filed with the Securities and Exchange Commission on September 19,
2001, including all amendments and reports for the purpose of
updating such description;
2. Our Annual Report on Form 10-KSB, filed on March 9, 2004; and
3. All reports and other documents subsequently filed by us pursuant to
Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act prior to the
filing of a post-effective amendment which indicates that all
securities offered hereby have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated
by reference herein and to be a part hereof from the date of the
filing of such reports and documents.
Any statement contained in a document incorporated by reference in this
registration statement shall be deemed to be modified or superseded for
purposes of this registration statement to the extent that a statement
contained in this reoffer prospectus or in any subsequently filed document
that is also incorporated by reference in this reoffer prospectus modifies or
supersedes such statement. Any statement so modified or superseded shall not
be deemed, except as so modified or superseded, to constitute a part of this
registration statement.
WE WILL PROVIDE WITHOUT CHARGE TO EACH PERSON TO WHOM A COPY OF THIS REOFFER
PROSPECTUS IS DELIVERED, UPON ORAL OR WRITTEN REQUEST, A COPY OF ANY OR ALL
DOCUMENTS INCORPORATED BY REFERENCE INTO THIS REOFFER PROSPECTUS (EXCLUDING
EXHIBITS, UNLESS THE EXHIBITS ARE SPECIFICALLY INCORPORATED BY REFERENCE INTO
THE INFORMATION THE REOFFER PROSPECTUS INCORPORATES). REQUESTS SHOULD BE
DIRECTED TO THE CHIEF EXECUTIVE OFFICER, TINTIC GOLD MINING COMPANY, 3131
TETON DRIVE, SALT LAKE CITY, UTAH 84109. OUR TELEPHONE NUMBER IS (801)485-
3939.
BUSINESS OF OUR COMPANY
BACKGROUND. TINTIC GOLD MINING COMPANY (the "Issuer" or "Company" or "Tintic
Gold"), incorporated on June 14, 1933, is a U.S. mineral resource and
exploration company chartered, since its inception, as a Utah corporation. We
are classified under Industry Guide No. 7 as an exploration stage company.
Since we reorganized ourselves in 2001, we have not yet commenced or engaged
in any mining exploration activities and due to lack of funding, have not yet
reached or achieved planned operations.
Tintic Gold's patented mining claims are located within the historic Tintic
Mining District (organized on December 13, 1869) in Juab County, Utah. These
properties 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.
Tintic Gold is authorized to conduct business in Utah and has conducted
business in Utah since 1933. We have also owned our existing patented mining
claims since 1933, properties that we acquired from the Emerald Mining
Company. These properties are owned free and clear of any lien or encumbrance
other than the fact that a prior director from over 20 years ago, Mr. C. Chase
Hoffman, owns the surface rights and otherwise retains a 3% net smelter return
interest on any mineral production, if any ever occurs.
EXECUTIVE OFFICES. Our executive or principal offices are located at 3131
Teton Drive, Salt Lake City, Utah.
LONG-TERM GOAL AND OBJECTIVES. Tintic Gold's long-term business goal is
focused on advancing the exploration of the mining properties it owns. Our
intermediate objectives for funding and advancing this goal have been two-
fold: First, we have sought to re-establish ourselves as an active business
operation. Accomplishing this preliminary goal has in part been met in that
we are now a fully "reporting company" and have obtained audited financial
statements. To accomplish the second of these objectives, we have sought, and
continue to seek, to obtain capital funds, preferably from equity investment
sources, if possible, but also by participation in joint business
arrangements.
We have been focused on accomplishing the first of these intermediate
objectives. Having completed that objective, we are now better able to more
specifically determine the necessary short-term plans and strategies best
suited to accomplishing the second of our intermediate objectives. This will
require raising money and obtaining strategic alliances or partnerships with
others having greater capital resources. Reference is made to our Form 10-SB
registration statement filed with the Commission on September 19, 2001, a
document that further explains our plans and objectives in greater detail.
BUSINESS PLAN. Management has continued to develop its business plan, and if
justified, to resume mineral exploration and promotion of our mineral
properties. To finance these activities, we may seek to receive funding
through a joint venture of some kind or some other form of business
arrangement with a larger and better-capitalized mining company.
We have the power and authority to entertain and negotiate with potential
merger candidates who are NOT engaged in the business of mineral exploration
and/or mining. Management believes that the Company has the flexibility to
negotiate a merger or acquisition transaction with any type of business or
entity, provided that consummation of a transaction is ultimately in the best
interests of the Company and its stockholders.
In the event that we do successfully acquire or merge with an operating
business opportunity, it is likely that our present shareholders will
experience substantial dilution and there is the further possibility of a
change in control of the Company.
Any target acquisition or merger candidate of the Company will become subject
to the same reporting requirements as we have upon consummation of any such
business combination. Thus, in the event that we successfully complete an
acquisition or merger with another operating business, the resulting combined
business must provide audited financial statements for at least the two most
recent fiscal years or, in the event that the combined operating business has
been in business less than two years, audited financial statements will be
required from the period of inception of the target acquisition or merger
candidate. This type of information might not be readily available to some
types of business ventures, or otherwise too expensive and time consuming,
thereby rendering the possibility of a merger or other acquisition transaction
with such an entity unlikely.
Depending upon future events and our ability to attract exploration capital or
funding, we will not be able to explore our properties on our own. At the same
time, however, we do NOT, in any event, foresee or otherwise contemplate
expanding our mining exploration plans or activities outside the State of
Utah, let alone the United States of America.
FORWARD-LOOKING STATEMENTS
This resale prospectus contains forward-looking statements and
information relating to the Registrant, its industry and planned business
operations as well as other information security businesses that involve risks
and uncertainties. The statements contained in this report that are not
historical statements of fact are forward-looking statements. Forward-
looking-statements include, among other things, statements regarding our
expectations, beliefs, intentions or strategies regarding the future. All
forward-looking statements included in this report are based on information
available to us up to and including the date of this document, and we
expressly disclaim any obligation to update or alter our forward-looking
statements, whether as a result of new information, future events or
otherwise. Our actual results could differ significantly from those
anticipated in these forward-looking statements as a result of certain
factors, including those set forth below, under "Risk Factors" and elsewhere
in our reports filed under the Exchange Act.
Risk Factors
Investment in Tintic Gold's securities should be considered highly
speculative. The Company has no recent operating history and is subject to all
of the risks inherent in developing a business enterprise. Reference is again
made to Exhibit 99 to the Company's Form 10-SB filed on September 19, 2001.
Such exhibit contains an extensive though non-exhaustive list of possible risk
factors facing both the Company and any person either investing or interested
in investing in or with the Company.
We need additional capital and during the fiscal year, we had no revenues. As
of the date of this Reoffer Prospectus, our officers and directors and an
affiliated person have advanced us nearly $5,000 in cash in order to pay
legal, accounting and Edgarizing costs and fees. These and other non-arms
length transactions with related parties may occur in the future that may
involve conflicts of interest. Furthermore, it should be carefully noted that
Tintic Gold does NOT anticipate paying any dividends on its common stock.
In brief, our securities involve a high degree of risk. The reader is
cautioned, therefore, to carefully read this Reoffer Prospectus in its
entirety and to seriously consider all of the factors and financial data that
are herein disclosed. In addition, an investor or potential investor is
encouraged to review the various risk factors disclosed in our Annual Reports
on Form 10-KSB and our Form 10-SB and 10-SB/A registration statements. The
following constitutes an effort to itemize significant risk factors involving
us and our business:
1. RELATIVELY RECENT STATUS AS A NON-REPORTING, NON-TRADED PUBLIC
COMPANY. Between the 1960's and January 2002, no trading market existed for
Tintic Gold's common stock, other than for brief periods in the "pink sheets."
As a result, the public is not familiar with us, our mining properties or
business plan. Tintic Gold obligated itself as a fully reporting company with
its submission of a Form 10SB/12G on September 19, 2001, Commission File
Number: 000-33167; CIK No. 0001159275. An amendment to this Form 10-SB was
filed on November 16, 2001. This Form 10-SB registration statement became
effective on November 19, 2001. On January 31, 2002, the Registrant's common
stock became eligible for trading on the OTC Bulletin Board.
The uncertainty that our mining exploration business will be successful or
that a trading market for our securities will develop must be considered in
light of the potential difficulties, complications, problems, expenses and/or
delays frequently encountered in connection with any new business, not to
mention a mining exploration business, a business involving a great deal of
expense and regulation on the part of both state and federal government.
These same factors may be compounded by even greater risks, particularly those
characteristic of a speculative industry like mining exploration, and may be
adversely affected by the competition in the industry, not to mention the
strict regulatory environment in which Tintic Gold operates and will operate.
2. EXPLORATION STAGE COMPANY. Mineral exploration (particularly gold
and silver), is highly speculative in nature, is frequently nonproductive, and
involves many risks, often greater than those involved in the actual
development or mining of mineralization. Such risks may be considerable and
may add unexpected expenditures or delays in the Company's plans. There can be
no assurance that Tintic Gold's mineral exploration activities, if and when
undertaken, will be successful or profitable. Even if mineralization is
discovered, it may take considerable time and further expense to determine if
that mineralization would have commercial value. Further, once a development
plan were initiated to determine the commercial content of any mineralization
discovered, it may take a number of years from the initial phase of
development drilling until production is possible, during which time the
economic feasibility of the entire effort may change.
There can be no assurance that a determination of economic feasibility will
apply over time because such a determination would be based partly on
assumptions and factors that are subject to fluctuation and uncertainty, such
as, for example, metals prices, production costs, and the actual quantity and
grade of ore discovered on and within our mining properties.
3. LACK OF SUFFICIENT CAPITAL TO CONTINUE INDEFINITELY AS A REPORTING
COMPANY. Tintic Gold's management has reactivated the Company and has
voluntarily registered its common stock with the Commission to give its
current shareholders liquidity and to otherwise make Tintic Gold more
attractive to potential investors, including venture capitalists. Management
also believes that being a reporting company under the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), could provide a prospective merger
or acquisition candidate with additional and more comprehensive information
concerning us. In addition, management believes that "reporting" status might
also make us more attractive to an operating business opportunity as a
potential business combination candidate.
The cost of becoming a reporting company has been fairly substantial and the
cost of continuing to file all necessary reports with the Commission and
obtain the necessary accountings will continue to drain what capital reserves
we might have. As of December 31, 2003, the Issuer had limited cash on hand
and based on management's willingness to advance the funds necessary to
maintain the Company's reporting obligations, management believes that the
Company will be able to maintain its reporting obligation for at least the
next 18 months.
We can provide no assurance that we will obtain future capital, or if so, that
the amount raised or obtained will be sufficient to continue to establish us
as a going concern.
4. ACCUMULATED NET LOSS; NOMINAL WORKING CAPITAL. Tintic Gold has NOT
commenced significant business operations. We remain in the exploration stage,
but have not yet engaged in any exploration activities on our properties.
Accumulated deficits and the potential for future deficits in working capital
are losses that are expected to continue into the foreseeable future because
our operations are subject to numerous risks and uncertainties associated with
a mining exploration company, which has not yet reached planned operations.
5. LACK OF REVENUE. Tintic Gold needs additional capital because
currently, it has no revenues and no sources of income. What revenues it has
had were from interest income on cash balances in its money market account,
cash balances that were expended in the beginning of the fiscal year pursuing
the failed Zer Communications transaction discussed elsewhere herein and in
previous EDGAR filings. Substantial expenditures are required to explore for
ore reserves through drilling and to determine metallurgical processes to
extract the mineralization from any ore, once discovered. Tintic Gold has not
reached any of these stages.
We lack any flow of revenue. Currently, Tintic Gold does NOT have royalty
interests in any mining production or properties. There is no assurance that
we will obtain any such royalty interests, or that if so, we will receive any
royalty payments, or that we will otherwise receive adequate funding to be
able to finance our desired exploration activities.
While Tintic Gold intends to seek revenue sources on an on-going basis, there
can be no assurance that such sources can be found, or that if available, that
the terms of such financing will be commercially acceptable. This lack of
consistent revenue detrimentally affects our plans and progress simply because
we need additional capital to fund any exploration operations and to acquire
additional mineral properties, if otherwise warranted or possible.
6. REGULATORY AND ENVIRONMENTAL CONCERNS. Environmental and other
government regulations at the federal, state and local level pertaining to the
Company's business and properties may include: (a) surface impact; (b) water
acquisition; (c) site access; (d) reclamation; (e) wildlife preservation; (f)
licenses and permits; and (g) maintaining the environment. See Item 2 of this
Part I below titled "Description of Properties" which discusses risk factors
relative to the ownership and exploration of our properties.
7. RETENTION AND ATTRACTION OF KEY PERSONNEL. In addition to funding,
Tintic Gold's success will depend, in large part, on our ability to retain and
attract highly qualified personnel, and to provide them with competitive
compensation arrangements, equity participation and other benefits. There is
no assurance that, if need be, we will be successful in retaining or
attracting highly qualified individuals in key management positions.
8. RELIANCE UPON DIRECTORS AND OFFICERS. At present, Tintic Gold is
wholly dependent upon the personal efforts and abilities of its officers and
directors, persons who exercise control over our day-to-day affairs. There can
be no assurance that we will succeed in its various plans and endeavors, nor
that our proposed operations will eventually prove to be profitable.
9. INDEMNIFICATION OF OFFICERS AND DIRECTORS. Tintic Gold's Articles of
Incorporation and Bylaws authorize us to indemnify any director, officer,
agent and/or employee against certain liabilities. Further, we may purchase
and maintain insurance on behalf of any such persons whether or not we would
have the power to indemnify such person against the liability insured against.
Indemnifying and/or insuring officers and directors from the increasing
liabilities and risks to which such individuals are exposed as a result of
their corporate acts and omissions could result in substantial expenditures by
an issuer, while preventing or barring any recovery from such individuals for
the possible losses incurred by the Issuer as a result of their actions. At
the same time, the Commission, including state regulatory authorities, take
the position that indemnification against securities violations is against
public policy as expressed in the 1933 Act, as amended, and, therefore, any
such indemnification is unenforceable with respect to any claim, issue,
question, or matter of liability touched upon by anything within the purview
of the federal securities laws and regulations. We have no plans or other
ability at this time to obtain any officer or director (D&O) liability
insurance. See heading in Item 9 of Part III below titled "Director and
Officer Liability Limitation."
10. NO DIVIDENDS. Holders of our common stock are entitled to receive
dividends when, as and if declared by the Board of Directors out of funds
legally available for that purpose. To date, Tintic Gold has NOT paid any cash
dividends. The Board does NOT intend to declare any dividends in the
foreseeable future, but instead intends to retain all earnings, if any, for
use in our business operations. Even if the Board desired to declare any
dividends, our ability to do so would very likely be restricted because we are
seeking, or will be seeking, outside financing and financing covenants tend to
prohibit such declarations.
11. PREEMPTIVE RIGHTS, CUMULATIVE VOTING AND CONTROL. In accordance with
our Second Restated and Amended Articles of Incorporation that we filed with
the Utah Division of Corporations on August 25, 2003, and also, under the laws
of Utah, there are no preemptive rights in connection with Tintic Gold's
common stock. There can be no assurance that Tintic Gold shareholders might
not be further diluted in their percentage ownership of our common stock in
the event that additional shares are issued in the future. Moreover,
cumulative voting in electing directors is NOT provided for. Accordingly, the
holder(s) of a majority of our outstanding shares, present in person or by
proxy, will be able to elect all of our Directors. See "Description of
Securities" heading at the end of Item 1, Part I below.
12. MARKET FOR COMMON STOCK. On January 30, 2002, we became eligible for
listing on the OTC Bulletin Board ("OTCBB") administered by the National
Association of Securities Dealers, Inc. ("NASD"). The present trading symbol
assigned to its common capital stock is "TTGM.OB." Since that date, and during
fiscal 2002, a limited or sporadic and low volume trading market has existed
for our common capital stock. However, this did not occur during 2003 during
which no trades occurred in our stock. Because the market price for shares of
our common stock was volatile and otherwise traded, during 2002, at a large
spread between the bid and asked prices, we anticipate that this may possibly
occur in the future. To the knowledge of management, the last trade in our
stock occurred in early December 2002 and it involved 200 shares at what now,
after the Feb. 3, 2003, reverse split, amounts to $4.00 per share. No other
trades have occurred at $4.00 per share and no trades have occurred since
December 2002. Management is therefore not presently aware of what the current
market is for our stock, if anything.
Stock markets generally experience extreme price and volume fluctuations that
can, and do, greatly affect the stock trading of "small capital" companies
such as Tintic Gold. These fluctuations often are unrelated to the operating
performance of the company itself. Further, factors such as changes in
economic and political conditions may adversely affect the market price of our
common stock. Reference is made to Part II, Item 1 of Issuer's Form 10-SB
registration statement, pp. 30-31 thereof, titled "Market Price of and
Dividends on Registrant's Common Equity and Other Shareholder Matters."
13. RISKS OF PENNY STOCKS. Our common stock is considered to be a "penny
stock" because it meets one or more of the definitions in Commission Rules
15g-2 through 15g-6, Rules made effective on July 15, 1992. These include but
are not limited to the following: (i) the stock trades at a price less than
five dollars ($5.00) per share; (ii) it is NOT traded on a "recognized"
national exchange; (iii) it is NOT quoted on the NASD's automated quotation
system (NASDAQ), or even if so, has a price less than five dollars ($5.00) per
share; OR (iv) is issued by a company with net tangible assets less than
$2,000,000, if in business more than three years continuously, or $5,000,000,
if in business less than a continuous three years, or with average revenues of
less than $6,000,000 for the past three years. The principal result or effect
of being designated a "penny stock" is that securities broker-dealers cannot
recommend the stock but must trade in it on an unsolicited basis. See
paragraph 14 immediately below.
14. BROKER-DEALER REQUIREMENTS MAY AFFECT TRADING AND LIQUIDITY. Section
15(g) of the Securities Exchange Act of 1934, as amended, and Rule 15g-2
promulgated thereunder by the Commission require broker-dealers dealing in
penny stocks to provide potential investors with a document disclosing the
risks of penny stocks and to obtain a manually signed and dated written
receipt of the document before effecting any transaction in a penny stock for
the investor's account.
Potential investors in the Company's common stock are urged to obtain and read
such disclosure carefully before purchasing any shares that are deemed to be
"penny stock." Moreover, Commission Rule 15g-9 requires broker-dealers in
penny stocks to approve the account of any investor for transactions in such
stocks before selling any penny stock to that investor. This procedure
requires the broker-dealer to (i) obtain from the investor information
concerning his or her financial situation, investment experience and
investment objectives; (ii) reasonably determine, based on that information,
that transactions in penny stocks are suitable for the investor and that the
investor has sufficient knowledge and experience as to be reasonably capable
of evaluating the risks of penny stock transactions; (iii) provide the
investor with a written statement setting forth the basis on which the broker-
dealer made the determination in (ii) above; and (iv) receive a signed and
dated copy of such statement from the investor, confirming that it accurately
reflects the investor's financial situation, investment experience and
investment objectives. Compliance with these requirements may make it more
difficult for investors in the Company's common stock to resell their shares
to third parties or to otherwise dispose of them in the market or otherwise.
15. PUBLIC, NON-AFFILIATE SHAREHOLDERS WILL SUFFER THE GREATEST LOSSES IF
THE COMPANY IS UNSUCCESSFUL. If our future exploratory plans end up being
successful, present shareholders who are not affiliates of us would realize
benefits from Tintic Gold's growth. However, if our future prospective
operations are unsuccessful, persons who purchase our securities in the market
or by means of a subsequent public or private offering likely will sustain a
severe or principal loss of their investment.
16. POTENTIAL FUTURE STOCK ISSUANCES; DILUTION. It is not now known, nor
might it ever be known, what other stock issuances we might find advisable or
otherwise be required to undertake in the future, issuances that would
substantially dilute existing shareholders. See headings titled "Business of
Issuer and Risks Associated Therewith," "Sources of Business Opportunities and
Risks Associated Therewith," "Evaluation and Risks Associated Therewith," and
"Form of Potential Acquisition, Merger or Reorganization and Risks Associated
Therewith," all on pp. 10-13 of Part I, Item I of the Company's Form 10-SB
registration statement titled "Description of Business"; see also Part I, Item
2 of our Form 10-SB titled "Management's Discussion and Analysis or Plan of
Operation," pp. 16-22 thereof, the contents of which are incorporated herein
by reference.
The potential impact or significance of any future stock issuance of
"restricted" shares is as follows: under Rule 144 a person (or persons whose
shares are aggregated) who has satisfied a one (1) year holding period, may
sell within any three month period, an amount of shares which does not exceed
the greater of one percent (1%) of the then outstanding shares of common
stock, or the average weekly trading volume during the four calendar weeks
prior to such sale. Rule 144 also permits the sale of shares, under certain
circumstances, without any quantity limitation, by persons who are not
affiliates of the Issuer and who have beneficially owned the shares for a
minimum period of two (2) years. Hence, the possible sale of the restricted
shares issued and outstanding may, in the future, dilute the percentage of
free-trading shares held by a shareholder or subsequent purchaser of our
securities in the market, and may have a depressive effect on the price of an
issuer's securities. Further, such sales, if substantial, might also adversely
affect an issuer's ability to raise additional equity capital in the future.
In addition to the foregoing, a secondary public offering and consequent
public issuance of additional securities as a result thereof, would also have
a dilutive effect on the holdings of existing shareholders and would
otherwise, more than likely, have a depressive effect on the market price of
an issuer's common stock. At this time, we have NO plans to engage in any
public offering of our securities.
17. COMPETITIVE CONDITIONS IN THE INDUSTRY. Mining exploration companies
compete to obtain favorable mining properties and to evaluate exploration
prospects. Tintic Gold faces competition from certain other similarly situated
junior mining companies in connection with the acquisition of properties
capable of exploration. This includes numerous other mining companies either
operating or who own properties within the Tintic Mining District of Juab
County, Utah.
At the same time, however, we are unable to ascertain the exact number of
competitor mining exploration companies, or whether or when any such
competitors' competitive positions could improve. Thus, Tintic Gold may be
unable to acquire or develop attractive mining properties or investors on
terms acceptable to management. Accordingly, there can be no assurance that
such competition, although customary in the mining industry, will not result
in delays, increased costs, or other types of adverse consequences affecting
Tintic Gold. See heading titled "Competition" in Part I, Item 1 of the
Company's 10-SB registration statement titled "Description of Business," pp.
9-10 thereof.
18. MANAGEMENT'S RELATIVE LACK OF EXPERIENCE IN AND/OR WITH MINING. No
one currently serving as an officer or director of us is or has ever been
employed with a mining company; furthermore, none has ever been employed in or
with the mining industry in general. Also, no director or officer has an
education or college or university degree in mining or geology or a field
related directly to mining. Such persons therefore lack relative experience in
or with mining, including the mining of precious metals. See Item 9 of Part
III below titled "Directors, Executive Officers, etc."
Risk Factors Related to Our Mining Properties
1. REALIZATION OF INVESTMENTS IN MINERAL PROPERTIES AND ADDITIONAL
CAPITAL NEEDS. The ultimate realization of Tintic Gold's investment in mineral
properties is dependent upon, among other factors, the existence of
economically recoverable reserves, the ability of us to obtain financing or
make other arrangements for exploration, and the profitability of prospective
production, once such occurs, if this fact is ever established. There
presently exists substantial uncertainty concerning these and other matters
and no assurances can be made regarding our expectation of acquiring
sufficient funds to finance any exploration operations throughout fiscal 2004,
2005 and beyond.
Tintic Gold does NOT have sufficient capital to implement a full-fledged
business development plan or finance its intended operations, let alone to
explore its mineral properties. There can be no assurance that we will ever be
successful in obtaining the required funds to finance its long- term capital
needs.
2. ABSENCE OF RECENT MINING ACTIVITY. There has been no significant
mining activities on our properties recently, except for limited assessment
and exploration work during the late 1980's and early to mid-1990's. After
Centurion Mines Corporation and its successor, Grand Central Mining, no other
mining company or entity has made any offer to purchase, lease, or engage in
any other transaction, such as a joint venture, with respect to Tintic Gold's
property. Although we incur only nominal expense to preserve our ownership and
maintain our property, it presently receives no revenue or other income for
that purpose.
3. UNCERTAINTY OF DEMAND FOR TINTIC-TYPE, OXIDIZED ORE. Due to the
development of modern hydrometallurgical processes, the absence of suitable
smelters, and the availability of more cost-effective techniques, it is
uncertain what the future level of demand will be for the type of oxidized
mineralization present in the vicinity of our properties. Also, the amount it
could cost to reopen and finance an exploration operation is likely to be
dependent upon several factors. These include: acceptable price levels of the
relevant metals; milling and smelting availability; fluctuations in market
demand over time; extent of competition with other companies; availability of
acceptable construction costs; availability of acceptable labor costs;
feasibility of obtaining economical housing facilities; manageable equipment
costs; realistic capital costs; and the acceptability of other price and cost
variables.
4. RELIANCE UPON ESTIMATES AND ASSUMPTIONS. Exploration stage mining
companies use the evaluation work of professional geologists, geophysicists,
and engineers to make estimates in determining whether to acquire an interest
in property, or to commence exploration work. These estimates generally rely
on scientific and economic assumptions, and in some instances may not be
correct. The economic viability of a property cannot be determined until
extensive exploration and development work has been conducted and a
comprehensive feasibility study performed. This work could result in the
expenditure of substantial amounts of money on a property before it even can
be determined whether or not the property contains economically recoverable
mineralization. No feasibility studies have been performed on Tintic Gold's
properties because considerable exploration work remains to be done. Moreover,
market prices of minerals produced are subject to fluctuation, which may
adversely affect the economic viability of properties on which expenditures
have been made. We are not able to presently determine whether or not, or the
extent to which, such risks may adversely affect our strategy and business
plan.
5. UNCERTAINTY OF TOPOGRAPHICAL EFFECT ON EXPLORATION. Our properties
are located in mountainous terrain. Because the surface of the land has a
topographic relief, any ruggedness in the overlying area could affect the
location of drilling sites and shafts, as well as the construction of
industrial facilities. It also could require that additional exploration or
drilling on the property be accessed below ground. These outcomes are
uncertain at present, and we cannot provide assurances that they will not have
a materially adverse effect on the ability of us or a business partner to
conduct mining activities.
6. UNCERTAIN CONDITION OF MINE WORKINGS. Other than the Emerald Shaft or
Mine which contains an old headframe, there are no other surface mine shafts
or usable headframes on our property. Moreover, the underground workings have
been inactive for many years due to the absence of significant exploration
activities on our properties since the 1930's. Considerable cost would be
incurred to recondition shafts, drifts, tunnels, winces and other workings, to
the extent they exist, as well as to re-equip hoisting bases and framework. It
is uncertain whether and to what extent the workings themselves, as well as
any rehabilitation of them, could expose us to significant environmental and
safety concerns. If so, remediating these concerns could require expending an
uncertain amount of funds to render the workings safe, acceptable, and
environmentally sound. No assurance can be made that we will have sufficient
capital to absorb these costs and expenses.
USE OF PROCEEDS
We will not receive any of the proceeds from the sale of any of the 80,225
shares of common stock by George P. Christopulos, Jack R. Coombs, Hugh N.
Coltharp, J. Michael Coombs and Edward H. Hall, Sr., the selling
stockholders.
SELLING STOCKHOLDERS
The following table identifies the selling stockholders, the number of shares
held by each selling stockholder, the amount to be offered for each selling
stockholder's account, and the number of shares and percentage of outstanding
shares of common stock to be owned by each selling stockholder after the sale
of the shares offered by each of them pursuant to this offering, assuming that
each selling stockholder sells all of the shares offered in this reoffer
prospectus.
Number of Shares Percentage of Percentage of Number of
Selling Shares Previously Shares Owned Shares Owned Shares Being
Shareholder Held Before Offering After Offering Registered
- ------------------------------------------------------------------------------
George P.
Christopulos(1) 168,079 16.65% 15.3% 13,603
Jack R. Coombs(1) 104,627 10.36% 9.92% 4,470
Hugh N. Coltharp(1) 17,429 1.7% 1.6% 900
John Michael
Coombs(1) 306,133 30.32% 29.72% 6,027
Edward H. Hall,
Sr.(2) 56,556 5.5% .0009% 55,556
TOTAL 80,556
PERCENTAGE OF SHARES REGISTERED TO TOTAL NUMBER
OF SHARES ISSUED AND OUTSTANDING 7.9%
(1) These four individuals are reporting persons and are either officers
or directors or they own more than 5% of the Company's issued and
outstanding shares. George P. Christopulos is the Company's
president and Chairman of the Board. Jack Coombs is a director and
the Company's vice president. Hugh Coltharp is a director and the
Company's secretary/treasurer. John Michael Coombs is the Company's
counsel. The total of 25,000 shares registered hereby and acquired
by these four individuals were issued under our 2002 Plan.
(2) Prior this registration statement on Form S-8, of which this reoffer
prospectus forms a part, Mr. Hall did not own any shares of Tintic
Gold Mining Company. These 55,556 shares acquired by Mr. Hall were
issued under our 2003 Plan. They now constitute 5.5% of our issued
and outstanding shares.
None of the five individuals listed above holds any options or warrants to
acquire any other securities of the Company.
THE INFORMATION PROVIDED IN THE TABLE ABOVE WITH RESPECT TO THE SELLING
STOCKHOLDERS HAS BEEN OBTAINED FROM THE SELLING STOCKHOLDERS. BECAUSE THE
SELLING STOCKHOLDERS MAY SELL ALL OR SOME PORTION OF THE SHARES OF COMMON
STOCK BENEFICIALLY OWNED BY EACH OF THEM, ONLY AN ESTIMATE (ASSUMING THE
SELLING STOCKHOLDERS SELLS ALL OF THE SHARES OFFERED HEREBY) CAN BE GIVEN AS
TO THE NUMBER OF SHARES OF COMMON STOCK THAT WILL BE BENEFICIALLY OWNED BY THE
SELLING STOCKHOLDERS AFTER THIS OFFERING. IN ADDITION, THE SELLING
STOCKHOLDERS MAY HAVE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF, OR MAY SELL,
TRANSFER OR OTHERWISE DISPOSE OF, AT ANY TIME OR FROM TIME TO TIME SINCE THE
DATE ON WHICH THEY PROVIDED THE INFORMATION REGARDING THE SHARES OF COMMON
STOCK BENEFICIALLY OWNED BY EACH OF THEM, ALL OR A PORTION OF THE SHARES OF
COMMON STOCK BENEFICIALLY OWNED BY EACH OF THEM IN TRANSACTIONS EXEMPT FROM
THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED.
Under the Securities Exchange Act of 1934, any person engaged in a
distribution of the shares offered by this reoffer prospectus may not
simultaneously engage in market making activities with respect to our common
stock during the applicable "cooling off" periods prior to the commencement of
such distribution. In addition, and without limiting the foregoing, the
selling stockholders will be subject to applicable provisions of the
Securities Exchange Act of 1934 and the rules and regulations thereunder,
which provisions may limit the timing of purchases and sales of the shares by
the selling stockholders.
PLAN OF DISTRIBUTION
The selling stockholders may sell the 80,556 shares common stock for value
from time to time under this reoffer prospectus in one or more transactions on
the OTC Bulletin Board, in negotiated transactions or in a combination of such
methods of sale, at market prices prevailing at the time of sale, at prices
related to such prevailing market prices or at prices otherwise negotiated.
Each selling stockholder may effect such transactions by selling the shares to
or through broker-dealers, and such broker-dealers may receive compensation in
the form of underwriting discounts, concessions or commissions from the
respective selling stockholders and/or the purchasers of the shares for whom
such broker-dealers may act as agent (which compensation may be less than or
in excess of customary commissions).
The selling stockholders and any broker-dealers that participate in the
distribution of the shares may be deemed to be an "underwriter" within the
meaning of Section 2(11) of the Securities Act of 1933, and any commissions
received by them and any profit on the resale of the shares sold by them may
be deemed to be underwriting discounts and commissions under the Securities
Act of 1933. All selling and other expenses incurred by the selling
stockholders will be borne by such selling stockholders. In addition to any
shares sold hereunder, the selling stockholders may, at the same time, sell
any shares of common stock, including the shares, owned by each of them in
compliance with all of the requirements of Rule 144, regardless of whether
such shares are covered by this reoffer prospectus. There is no assurance
that the selling stockholders will sell all or any portion of the shares
offered. We will pay all expenses in connection with this offering and we will
not receive any proceeds from sales of any shares by the selling stockholders.
EXPERTS
Our financial statements as of December 31, 2003 filed in our Form 10-KSB on
or about March 9, 2004 are incorporated by reference in this reoffer
prospectus in reliance on the report of Pritchett Siler & Hardy, independent
accountants, which is also incorporated herein by reference, in reliance upon
their authority as experts in accounting and auditing. The financial
statements as of December 31, 2002 which comprise part of the financial
statements contained in our Annual Report on Form 10-KSB filed on or about
March 9, 2004 are also incorporated by reference in this reoffer prospectus in
reliance on the 2002 report of Hansen Barnett & Maxwell, independent
accountants, which is also incorporated herein by reference, in reliance upon
their authority as experts in accounting and auditing.
LEGAL MATTERS
The validity of the shares of common stock offered by this reoffer prospectus
will be passed upon for us and the selling stockholders by Leonard W.
Burningham, Esq.
PART II
Information Required in the Registration Statement
--------------------------------------------------
Item 3. Incorporation of Documents by Reference.
- -------------------------------------------------
The following documents are incorporated by reference into this
Registration Statement and made a part hereof, to wit:
(a) The Registrant's Form 10-KSB Annual Report for the calendar
year ended December 31, 2003, filed with the Commission on or
about March 8 2004;
(b) All other reports filed by the Registrant pursuant to Sections
13(a) or 15(d) of the Securities Exchange Act of 1934 (the
"Exchange Act") since December 31, 2003; and
All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior
to the filing of a post-effective amendment which indicates
that all securities offered have been sold or which deregisters
all securities then remaining unsold, shall also be deemed to
be incorporated by reference into this Registration Statement
and made a part hereof from the date of the filing of such
documents.
(c) The Registrant incorporates by reference the description of
its common stock as set forth in its Form 10-SB/A registration
statement on file with the Commission. For convenience, this
description is as follows:
The Registrant is authorized to issue one class of securities,
being comprised of $0.001 par value common voting stock.
The holders of the $0.001 par value common stock of the
Registrant have traditional rights as to voting, dividends and
liquidation. All shares of common stock are entitled to one
vote on all matters; there are no pre-emptive rights and
cumulative voting is not allowed. The common stock is not
subject to redemption and carries no subscription or conversion
rights.
In the event of liquidation of the Registrant, the holders of
common stock are entitled to share equally in corporate assets
after satisfaction of all liabilities.
Item 4. Description of Securities.
- -----------------------------------
See Item 3(d) above.
Item 5. Interest of Named Experts and Counsel.
- -----------------------------------------------
Leonard W. Burningham, Esq., has prepared this Registration Statement
and an Opinion regarding the authorization, issuance and fully-paid and
non-assessable status of the securities covered by this Registration
Statement.
Item 6. Indemnification of Directors and Executive Officers.
- -------------------------------------------------------------
Section 16-10a-902(1) of the Utah Revised Business Corporation Act
authorizes a Utah corporation to indemnify any director against liability
incurred in any proceeding if he or she acted in good faith and in a manner
he or she reasonably believed to be in or not opposed to the best interests of
the corporation, and, with respect to any criminal action or proceeding, had
no reasonable cause to believe his or her conduct was unlawful.
Section 16-10a-902(4) prohibits a Utah corporation from indemnifying a
director in a proceeding by or in the right of the corporation in which the
director was adjudged liable to the corporation or in a proceeding in which
the director was adjudged liable on the basis that he or she improperly
received a personal benefit. Otherwise, Section 16-10a-902(5) allows
indemnification for reasonable expenses incurred in connection with a
proceeding by or in the right of a corporation.
Unless limited by the Articles of Incorporation, Section 16-10a-905
authorizes a director to apply for indemnification to the court conducting the
proceeding or another court of competent jurisdiction. Section 16-10a-907(1)
extends this right to officers of a corporation as well.
Unless limited by the Articles of Incorporation, Section 16-10a-903
requires that a corporation indemnify a director who was successful, on the
merits or otherwise, in defending any proceeding to which he or she was a
party against reasonable expenses incurred in connection therewith. Section
16-10a-907(1) extends this protection to officers of a corporation as well.
Pursuant to Section 16-10a-904(1), the corporation may advance a
director's expenses incurred in defending any proceeding upon receipt of an
undertaking and a written affirmation of his or her good faith belief that he
or she has met the standard of conduct specified in Section 16-10a-902.
Unless limited by the Articles of Incorporation, Section 16-10a-907(2)
extends this protection to officers, employees, fiduciaries and agents of a
corporation as well.
Regardless of whether a director, officer, employee, fiduciary or agent
has the right to indemnity under the Utah Revised Business Corporation Act,
Section 16-10a-908 allows the corporation to purchase and maintain insurance
on his or her behalf against liability resulting from his or her corporate
role.
Item 7. Exemption from Registration Claimed.
- ---------------------------------------------
None.
Item 8. Exhibits.
- ------------------
Exhibit
Number
- ------
4.1 The Registrant's 2002 Stock Option/Stock Issuance Plan
(incorporated by reference to the Registrant's Form 10-KSB Annual
Report for the calendar year ended December 31, 2001, filed with
the Commission on or about March 26, 2002).
4.2 The Registrant's 2003 Stock Option/Stock Issuance Plan
(incorporated by reference to the Registrant's Form 10-KSB Annual
Report for the calendar year ended December 31, 2002, filed with
the Commission on or about April 11, 2003).
5 Opinion regarding Legality.
23.1 Consent of Leonard W. Burningham, Esq.
23.2 Consent of Pritchett Siler & Hardy
Certified Public Accountants.
23.3 Consent of Hansen, Barnett & Maxwell
Certified Public Accountants.
99.1 Participants Letter.
99.2.1 Response Letter of George P. Christopulos.
99.2.2 Response Letter of Jack R. Coombs.
99.2.3 Response Letter of Hugh N. Coltharp.
99.2.4 Response Letter of J. Michael Coombs, Esq.
99.2.5 Response Letter of Edward H. Hall, Sr.
Item 9. Undertakings.
- ----------------------
The undersigned Registrant hereby undertakes:
(a) (1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933 (the
"Securities Act");
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the
Registration Statement (or the most recent
post-effective amendment thereof) which,
individually or in the aggregate, represent a
fundamental change in the information set forth
in the Registration Statement; and
(iii) To include any additional or changed material
information with respect to the plan of
distribution not previously disclosed in the
Registration Statement or any material change to
such information in the Registration Statement;
provided, however, only to the extent required
by the general rules and regulations of the
Commission.
(2) That, for the purpose of determining any liability under
the Securities Act, each such post-effective amendment
shall be deemed to be a new Registration Statement
relating to the securities offered therein, and the
offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which
remain unsold at the termination of the offering.
(b) That for purposes of determining any liability under the 1933
Act, each filing of the Registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Exchange Act (and, where
applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the Registration Statement shall
be deemed to be a new Registration Statement relating to the
securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide
offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act, as amended, may be permitted to directors,
executive officers and controlling persons of the Registrant as
outlined above or otherwise, the Registrant has been advised
that in the opinion of the Commission, such indemnification is
against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by a
director, executive officer or controlling person of the
Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, executive officer or
controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question of
whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the
final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Salt Lake, Utah.
REGISTRANT:
Date: By /s/ George P. Christopulos
President and Director
Pursuant to the requirements of the Securities Act, this
Registration Statement has been signed by the following persons (who
constitute all of the members of the Board of Directors of the Registrant) in
the capacities and on the date indicated.
Date: By /s/ George P. Christopulos
President and Director
Date: By /s/ Jack R. Coombs
Vice President and Director
Date: By /s/ Hugh N. Coltharp
Secretary/Treasurer and Director
Securities and Exchange Commission File No. 000-33167
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
EXHIBITS
TO
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
TINTIC GOLD MINING COMPANY
EXHIBIT INDEX
Exhibit
Number
- -------
4.1 The Registrant's 2002 Stock Option/Stock Issuance Plan
(incorporated by reference to the Registrant's Form 10-KSB Annual
Report for the calendar year ended December 31, 2001, filed with
the Commission on or about March 26, 2002).
4.2 The Registrant's 2003 Stock Option/Stock Issuance Plan
(incorporated by reference to the Registrant's Form 10-KSB Annual
Report for the calendar year ended December 31, 2002, filed with
the Commission on or about April 11, 2003).
5 Opinion regarding Legality.
23.1 Consent of Leonard W. Burningham, Esq.
23.2 Consent of Pritchett Siler & Hardy
Certified Public Accountants.
23.3 Consent of Hansen, Barnett & Maxwell
Certified Public Accountants.
99.1 Participants Letter.
99.2.1 Response Letter of George P. Christopulos.
99.2.2 Response Letter of Jack R. Coombs.
99.2.3 Response Letter of Hugh N. Coltharp.
99.2.4 Response Letter of J. Michael Coombs, Esq.
99.2.5 Response Letter of Edward H. Hall, Sr.