As filed with the Securities and Exchange Commission
on August 31, 2006.
Registration No. 333-119742
Securities and Exchange Commission
Washington, D.C. 20549
Sixth Amendment to
Form SB-2/A
Registration Statement
Under
The Securities Act of 1933
Tintic Gold Mining Company
(Exact name of registrant as specified in its charter)
Nevada 1041 87-0448400
(State or other jurisdiction (Primary Standard Industrial (I.R.S. Employer
of incorporation or Classification Code Number) Identification
organization) Number)
George P. Christopulos, President and CEO
Tintic Gold Mining Company George P. Christopulos
3131 Teton Drive 3131 Teton Drive
Salt Lake City, Utah 84109 Salt Lake City, Utah 84109
(801) 485-3939 (801) 485-3939
(Address, including zip code, and telephone (Name, address, including zip
number including area code, of registrant's code, telephone number including
principal Executive offices) area code, of agent for service)
Copies to:
John Michael Coombs, Esq.
MABEY & COOMBS, L.C.
3098 South Highland Drive, Suite 323
Salt Lake City, Utah 84106-6001
Phone no. (801) 467-2021
Facsimile: (801) 467-3256
Approximate date of commencement of As soon as practicable on or after
proposed sale to the public: the registration statement becomes
effective.
If this form is filed to register additional securities for an offering under
Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
If this form is a post-effective amendment filed under Rule 462(c) under the
Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If this form is a post-effective amendment filed under Rule 462(d) under the
Securities Act, check the following box and list the Securities Act
registration number of the earlier effective registration statement for the
same offering. [ ] _________
If delivery of the prospectus is expected to be made under Rule 434, please
check the following box. [ ]
Calculation of Registration Fee
Title of
Each Proposed Proposed
Class of Maximum Maximum
Securities Amount of Offering Aggregate Amount of
to be shares to be Price per Offering Registration
Registered Registered Share Price Fee (1)
==============================================================================
Common Stock 1,009,643 $0.10(1) $100,964 $12.79
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(1) Estimated solely for purposes of calculating the registration fee under
Rule 457 based upon the book value of the common stock as of June 30, 2006.
The registrant amends this registration statement on the date or dates as may
be necessary to delay its effective date until the registrant shall file a
further amendment which specifically states that this registration statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until this registration statement shall become
effective on the date as the Commission, acting pursuant to said Section 8(a),
may determine.
Initial Public Offering
Prospectus
Subject to completion, dated August __, 2006
Tintic Gold Mining Company
1,009,643 Shares of Common Capital Stock
The information in this prospectus is not complete and may be changed. We do
not intend to distribute these securities until our registration statement
filed with the Securities and Exchange Commission is effective. This
prospectus is not an offer to sell these securities and we are not soliciting
an offer to buy these securities in any state where the offer or sale is not
permitted.
Tintic Gold Mining Company, a Nevada corporation ("Tintic-Nevada" or "Issuer"
or "Registrant"), is distributing 1,009,643 shares of its common stock, on a
pro rata basis, to those individuals and entities that were stockholders of
record of Tintic Gold Mining Company, a Utah corporation ("Tintic-Utah") on
March 5, 2004 (that corporation is now known as "Kiwa Bio-Tech Products Group
Corporation (hereinafter sometimes referred to as "Kiwa")), and did NOT
receive their common stock in Kiwa as a direct result of a certain March 12,
2004, merger or reorganization transaction involving Kiwa. The shares you
receive in us will be the exact same number of shares you held of record on
March 5, 2004, in our parent, Tintic-Utah, now Kiwa. The shares to be
distributed are a stock dividend. This is Tintic-Nevada's initial public
offering and no public market currently exists for shares of our common stock
to be distributed or received hereby. Tintic-Nevada has no agreements with
underwriters or anyone else for this distribution. As an issuer, we are acting
as our own underwriter in distributing our common stock for the purpose of
this distribution. Tintic-Utah, now Kiwa and our former parent, is also deemed
to be an "underwriter" under the Securities Act of 1933 in connection with
this distribution. This is because it acquired the 1,009,643 shares of us
subject to the distribution in March 2004 in exchange for the conveyance of
its mineral claim assets to us. The certificate representing these shares was
placed with and is currently held by our transfer agent, whereby upon the
effective date of this registration statement, we and our transfer agent will
be able to make a distribution of those shares to all record holders as of
March 5, 2004. Pursuant to our agreement with Kiwa, the distribution can only
be undertaken by us and our transfer agent after a registration statement on
Form SB-2 covering the 1,009,643 shares is effective.
As a Tintic-Utah stockholder as of March 5, 2004, who did NOT receive his or
her common stock of Kiwa a result of its transaction with Tintic Gold Mining
Company, a Utah corporation (because he or she had already owned such stock),
you will pay no cash or other consideration for the shares of our common stock
to be received by you in the distribution subject of this document. The common
stock involves a high degree of risk. See "Risk Factors" beginning on Page 2.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved these securities or determined if this
prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.
The date of the prospectus is August __, 2006.
Tintic Gold Mining Company
Prospectus Table of Contents
PROSPECTUS SUMMARY ...................................................... 5
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RISK FACTORS............................................................. 6
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CAUTIONARY STATEMENTS....................................................14
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USE OF PROCEEDS..........................................................14
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CAPITALIZATION...........................................................14
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THE DISTRIBUTION.........................................................15
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DIVIDEND POLICY..........................................................18
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LEGAL PROCEEDINGS........................................................18
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MANAGEMENT'S PLAN OF OPERATION...........................................19
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BUSINESS.................................................................33
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DESCRIPTION OF OUR MINERAL ASSETS OR PROPERTY ACQUIRED AS A RESULT OF THE
MERGER...................................................................37
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MANAGEMENT AND PRINCIPAL SHAREHOLDERS OF TINTIC GOLD MINING COMPANY......44
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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS...........................48
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DESCRIPTION TINTIC GOLD MINING COMPANY CAPITAL STOCK.....................49
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SHARES ELIGIBLE FOR FUTURE SALE..........................................50
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UNCLAIMED OR ABANDONED STOCK RESULTING FROM THE DISTRIBUTION.............50
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LEGAL MATTERS............................................................51
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EXPERTS..................................................................51
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WHERE YOU CAN FIND MORE INFORMATION......................................51
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INDEX TO FINANCIAL STATEMENTS............................................51
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Prospectus Summary Overview
Before its acquisition by Kiwa Bio-Tech Products Group Corporation ("Kiwa") on
March 12, 2004, over two years ago, Tintic Gold Mining Company, a Utah
corporation ("Tintic- Utah"), had minimal operations. It owned and maintained,
since 1933, mineral claim properties and related assets and had nominal cash
that it had acquired over the years from leasing its mineral claims. Because
these assets were not integral or related to its then-current business, Kiwa,
the successor-in- interest to Tintic-Utah, decided, under terms of an
agreement and plan of distribution dated March 12, 2004, 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 mineral exploration.
Immediately following the transfer of the assets, all of Tintic-Nevada's
common stock issued and outstanding as of the record date of March 5, 2004
will be distributed, by us and our transfer agent, pro rata as of such date,
to the stockholders of Tintic-Utah who did NOT receive their common stock in
Kiwa as a result of its reorganization transaction by and between Kiwa and
Tintic-Utah. These shareholders will receive the same number of shares of
common stock of our company as they owned of Tintic-Utah prior to Kiwa's March
12, 2004, reorganization with Tintic-Utah. It is thus a pro rata distribution
as of the record date, March 5, 2004. In addition, these shareholders will
have the same proportional rights and interests they had in Tintic-Utah prior
to such reorganization transaction, with the exception of the fact that we
have issued additional shares, since then, to certain persons in exchange for
investment capital of $25,000. This money was needed to be raised in order to
pay for, among other things, the legal and accounting fees necessary to carry
out the distribution subject of this document. Our business strategy is to
maintain our mineral claims, and to initiate relationships with strategic
partners to explore our mineral claims if and when strategic partners are
identified.
According to Industry Guide No. 7, we are classified or considered an
exploration stage [mining] company which is defined as a company engaged in
the search for mineral deposits (reserves) which are not in either the
development or production stage. Our mineral claims (which only include or
involve the subsurface mineral rights and not surface rights) that we intend
to explore (if funding becomes available to us for such purposes) and which
were owned by our previous or prior parent corporation since 1933, are located
in the heart of the Tintic Mining District of Juab County, Utah, approximately
1/4 of a mile from the small town of Mammoth, Utah, which is approximately 90
miles south of Salt Lake City, on the other side or over the mountain that
borders the southern end of Utah Lake.
The mailing address of our principal executive offices is 3131 Teton Drive,
Salt Lake City, Utah 84109 and our telephone number is 801-485-3939.
The Distribution
Type of security distributed..........Common stock, $0.001 par value per
share.
Number of total outstanding shares...............................1,509,643(1).
Common stock issued and outstanding after the
distribution.................................................1,509,643 shares.
5
(1) Currently 1,009,643 shares of our common stock are physically held in one
certificate by our stock transfer agent and while the certificate representing
these shares is registered in the name of "Tintic Gold Mining Company, a Utah
corporation," that certificate was signed over and signature guaranteed as
part of, or pursuant to, a March 12, 2004 Distribution Agreement. With this
prospective distribution, those shares will be distributed to all of the
shareholders of record in Tintic Gold Mining Co., a Utah corporation, as of
March 5, 2004, the record date for entitlement to receive such stock dividend.
The distribution will not change the number of currently issued and
outstanding shares after this offering and distribution, which are 1,509,643
shares.
Summary Financial Data
The following summary financial data should be read in conjunction with
"Management's Discussion and Analysis or Plan of Operation" and the Financial
Statements and Notes thereto, included elsewhere in this Prospectus. The
statement of operations data and the balance sheet data at March 31, 2006
are derived from our financial statements contained in this prospectus.
STATEMENT OF OPERATIONS DATA:
From December 31, 1997
(Inception of
exploration stage)
Through
June 30, 2006
Revenue $ -
Total Operating Expenses 184,658
Net Loss $ 166,221
-------------
BALANCE SHEET DATA: June 30, 2006
Cash and Cash equivalents $ 1,264
Total assets 1,264
Total Liabilities 1,210
Stockholder's Equity 54
Total liabilities and stockholder's equity $ 1,264
RISK FACTORS
Any person investing or considering investing in the securities of Tintic Gold
Mining Company, a Nevada corporation ("Tintic-Nevada" or "Company") should
consider the following material risks before an investment is made in us. If
any one or more of these risks happen, our business, results of operations, or
financial condition may be significantly impaired or otherwise adversely
affected. There may also be a concomitant adverse effect on the value of the
securities of Tintic-Nevada and anyone investing or seeking to invest in our
securities may lose part or all of his or her investment.
Investment in our securities should be considered highly speculative. We have
no recent operating history and are subject to all of the risks inherent in a
developing business enterprise. Reference is made to each of the following
enumerated risk factors.
6
Because our securities involve a high degree of risk, the reader is cautioned
to carefully read this prospectus in its entirety and to consider all of the
factors and financial data that are disclosed in this document, in particular,
the specific material risks described below. The following are the material
risks involving us and our mineral exploration business.
1. EXPLORATION STAGE COMPANY/LACK OF RECENT OPERATING HISTORY MEANS THAT THERE
IS NOTHING ON WHICH TO JUDGE OUR PROSPECTS FOR SUCCESS. From a mining industry
standpoint, Tintic-Nevada is considered an exploration stage company. Since
our recent inception in Nevada as a wholly owned subsidiary of Tintic-Utah, we
have not actively engaged in any mineral exploration, mining or energy-related
activities. Instead, all of our recent activities have been related to
acquiring, from our former parent corporation, our existing mineral claims
located in the Tintic Mining District of Juab County, Utah ("Claims"), and the
subsequent filing a registration statement with the Securities and Exchange
Commission that now enables us to disseminate this prospectus and thus
distribute our shares to those persons who were shareholders of Tintic-Utah on
March 5, 2004. Businesses that are starting up or in their initial stages of
development present substantial business and financial risks and suffer
significant losses from which they may not recover. Tintic-Nevada will face
all of the challenges of a new business enterprise. Because we are in the
exploration stage, there is little, if any, history on which to judge our
financial condition or potential success. Tintic-Nevada, as such, has had no
operating history as a mining or mineral exploration company; therefore, it is
dependant on management for the implementation of its new business plan.
2. TO CARRY OUT OUR BUSINESS PLAN WE ARE REQUIRED TO RELY ON CONSULTANTS,
OUTSIDE EXPERTS AND INDEPENDENT CONTRACTORS, WHICH SUBSTANTIALLY ADDS TO OUR
COST OF DOING BUSINESS. Because our members of management are neither
experienced nor educated in the mining industry, we will likely be required to
rely on consultants, outside experts and other independent contractors in our
efforts to implement our business plan. These stages will include staking,
evaluation, permitting or licensing and assessment activities. If and when
funding for these purposes becomes available, if it does, these stages will
also include cleaning and dewatering old mine workings in order to conduct
sampling and assaying, not to mention possible drilling in old shafts and
stopes (i.e., underground lateral tunnels) in anticipation of locating
favorable or prospective mineralization. Assuming we become financially able
to initiate exploration activities, we will have to rely on others to perform
such exploratory services, with all the inherent and attendant risks of
employing others for important, if not dangerous, functions. No assurance can
be given that we will be able to locate contractors with which we will work,
within acceptable fee arrangements, or that these persons or entities will be
competent. At the same time, no assurance can be given that such persons, if
any, will have the experience and skill necessary to assist us in successfully
executing and carrying out our proposed business plan and plan of operation.
This is not to ignore that we may also be at risk for any violations of the
law committed by those persons, their employees or any contractors we would
use or hire to conduct staking, drilling, testing, and other exploratory work.
3. WE ARE NOT CURRENTLY ENGAGING IN ANY EXPLORATORY DRILLING ACTIVITY OF ANY
KIND AND THEREFORE, THERE IS NO GUARATEE THAT WE WILL. AT THE SAME TIME, WE
DO NOT INTEND TO ENTER INTO THE MINE MANAGEMENT BUSINESS. Currently, and other
than formulating an exploration plan or program as set forth in our Plan of
Operation discussion below, we are not now engaged in any mineral exploration
drilling activity of any kind on our claims. Furthermore, because of our
current lack of funding necessary to engage in any test drilling activity, we
have no immediate plans or other ability to implement and carry out any
7
drilling activity on our own. At such time as we locate an exploration partner
or joint venturer for such purpose, if we do, we will assume all of the risks
and liabilities of any enterprise engaging in actual mineral drilling
exploration activity, activity that is highly risky, expensive and inherently
dangerous. These risk factors include but are not limited to the multitude of
risk factors set forth and described hereinbelow. In addition, current
management, all of whom lack direct mining-related experience and training, do
NOT intend to have us enter into the mine or mining management business and if
engage in a business arrangement with an exploration partner or joint venturer
for the implementation of a drilling exploration program on our claims, or,
more specifically, the Emerald Mine, we will rely on other mineral exploration
experts and their employees, advisors and consultants to carry out such a
program.
4. NO ASSURANCE CAN BE GIVEN THAT A COMMERCIALLY VIABLE MINERAL DEPOSIT EXISTS
ON THE OUR MINERAL CLAIMS. As disclosed further below, our only mineral
property consists of the three mineral Claims we currently own in fee simple
(other than the surface rights and a 3% net smelter return retained by an
individual named Chase Hoffman) located approximately 1/4 mile from the town
of Mammoth, Utah, properties acquired from our parent corporation on or about
March 12, 2004. Because of the lack of recent exploratory or other activity
and other meaningful or recent geologic information concerning our Claims, we
can make NO assurance that a viable mineral deposit of any kind exists on our
Claims. This is true even though, according to information in our possession,
as much as 1,800 tons of ore were at one time extracted or removed from our
Claims. Because this occurred perhaps as long as 90 years ago, we are not
certain what kind of ore it was, what our parent corporation or its
predecessor sold such ore for (if they did), or what type of grade it
consisted of. Our Claims have been explored by numerous shallow shafts,
surface workings, and a one and one-half compartment shaft sunk one thousand
feet deep, with levels driven at the 400, 500, 600, 700 and 1,000 foot levels.
This shaft is known as the Emerald Mine or Shaft. See the section below titled
"DESCRIPTION OF OUR MINERAL ASSETS AND PROPERTY ACQUIRED AS A RESULT OF THE
MERGER."
5. DRILLING EXPLORATION ACTIVITY HAS SUBSTANTIAL INHERENT RISKS AND THEREFORE,
THERE IS NO ASSURANCE THAT ANY DRILLING EXPLORATION ACTIVITY WE UNDERTAKE, IF
WE DO, WILL BE SUCCESSFUL. Though we currently lack the partnership resources
necessary to implement a specific drilling or earth disturbing exploration
program on our claims, drilling exploration activity has many significant and
inherent risks, any one of which may prevent ultimate success, not the least
of which is the fact that significant mineralization may not be encountered.
Not only is drilling exploration highly speculative and costly in nature, it
is also hazardous and frequently or often nonproductive. Such risks may be
considerable and may add unexpected expenditures or delays in our overall
plans. There can be no assurance that any drilling exploration activities we
undertake, if and when we do, will be successful or fruitful or that our
claims will have the type of favorable mineralization that would lead to
further development.
Drilling exploration activity is also subject to a number of specific hazards
including rock falls, subsidence, cave-ins, flooding and other weather
conditions. Insurance for some or all of these hazards may be too expensive or
not available. Exploratory drilling activities can also be affected by
unanticipated changes in permitting requirements, environmental factors,
changes in law, work interruptions, operating circumstances beyond anyone's
control, lawsuits, unstable or unexpected ground conditions and other
technical issues or problems.
8
6. WE CURRENTLY LACK A MINERAL EXPLORATION PARTNER TO FINANCE OR ASSIST US IN
CARRYING OUT A DRILLING EXPLORATION PROGRAM ON OUR MINERAL CLAIMS. WE ALSO
LACK SUFFICIENT CAPITAL TO CONTINUE INDEFINITELY AS A REPORTING COMPANY. FOR
THESE REASONS, INVESTING IN OUR COMMON STOCK IS HIGHLY SPECULATIVE. We
currently lack the capital resources to implement and carry out a full fledged
drilling exploration program on our claims, though we do have the capital
resources to carry out our "work sequences" described below, which shall put
us in a favorable position to search out and find a joint venture mineral
exploration partner. Our business plan or Plan of Operation involves a desire
to explore our claims for possible favorable or prospective gold
mineralization. We cannot provide any assurance that we will obtain a joint
venture partner willing to assist or finance us in completing, a drilling
exploration program, or, for that matter, that we will obtain future capital
beyond what is necessary to maintain our reporting obligations, or if so, that
the amount raised or obtained will be sufficient to establish us as a going
concern. See Risk Factor No. 20 below.
We need a joint venture mineral exploration partner in order to obtain the
necessary permits and to then drill our mineral claims. Currently, we do NOT
have royalty interests in any mining production or properties. While we intend
to vigorously seek a joint venture mineral exploration partner on an on-going
basis, there can be no assurance that such sources or partners can or will be
found, or that if available, the terms of such a partnership will be
commercially acceptable to us.
We have limited capital and we need a partner or joint venturer skilled and
experienced in mining activity to implement a drilling exploration program on
our claims. We will require substantial amounts of additional capital to
develop a drilling exploration program as intended. No assurance can be given
that we can find or generate the interest from a potential partner or joint
venture candidate necessary to implement a drilling exploration program on our
claims. Having said this, however, it is noteworthy that the prices of
precious metals have improved dramatically in the last year and a half.
Furthermore, the EPA, which was conducting clean-up operations in the Eureka,
Utah, area, approximately 3 miles from our Claims, is completing such
operations. We believe that these two factors greatly enhance the prospects of
attracting a joint venture partner experienced in mineral exploration,
certainly more than in recent years past, though no assurance can be made in
this or any other regard.
We have registered the distribution of our shares pursuant to this prospectus
and we intend to thereafter become a "reporting company" with the Securities
and Exchange Commission by filing a Form 8-A. We are doing so in order to make
more comprehensive and current information on us more readily available to a
prospective investor, partner, joint venturer or lender.
The cost of becoming a reporting company is not insubstantial and the cost of
continuing to file all necessary reports with the Commission and obtain the
necessary audits and other accountings will continue to drain the our capital
reserves. As of the date of this prospectus, we had approximately $1,100 in
cash in our bank account. It is difficult to predict how long into the future
we can continue to maintain our reporting obligations, though we have lawfully
obligated ourselves to do so. Because we currently have only approximately
$1,100 in cash in capital reserves, our current officers and directors have
committed themselves to buying more shares, if necessary, to keep us current
in our reporting obligations. In the event that we exhaust our $1,100 in cash
and our officers and directors decide NOT to continue to put up or advance us
the necessary funds after this period, we will have to consider other
alternatives, including voluntarily withdrawing our reporting status by filing
a Form 15 with the Commission.
9
7. MINERAL DRILLING EXPLORATION ACTIVITY INVOLVES REGULATORY AND ENVIRONMENTAL
CONCERNS THAT WILL SIGNIFICANTLY ADD TO OUR COST OF DOING BUSINESS.
Environmental and other government regulations at the federal, state and local
level pertaining to our business and properties may include: (a) surface
impact; (b) water acquisition and treatment; (c) site access; (d) reclamation;
(e) wildlife preservation; (f) licenses and permits; and (e) maintaining the
environment. Regulatory compliance in the mining industry is complex and the
failure to meet and satisfy various requirements can result in fines, civil or
criminal penalties or other limitations. Assuming that we acquire or obtain
the money and funding necessary to implement a bona fide exploration program,
we will be subject to regulation by numerous federal and state governmental
authorities, but most importantly, by the federal Environmental Protection
Agency (EPA), the federal Bureau of Land Management (BLM), and a host of
comparable or corollary state agencies such as the Utah Department of Oil, Gas
and Mining (DOGM). The failure or delay in obtaining regulatory approvals or
licenses will adversely affect our ability to explore our Claims and otherwise
carry out our business plan.
8. WE ARE DEPENDENT ON UPON OUR DIRECTORS AND OFFICERS AND THEREFORE, THEIR
LOSS WOULD LIKELY HAVE AN ADVERSE MATERIAL IMPACT UPON US. At present, we are
wholly dependent upon the personal efforts and abilities of our officers and
directors, persons who served on and with our predecessor and parent
corporation since 1981 and who exercise control over our day-to-day affairs.
As set forth above and at such time as we exhaust our current capital
reserves, we are also reliant upon these same officers and directors to
financially support us in our reporting obligations. Though we will be able to
maintain our reporting obligations over at least the next three (3) years,
there can be no assurance that we will succeed in raising finding a suitable
joint venture mineral drilling exploration partner necessary to explore our
claims or any others that we might acquire in the future, or that our proposed
Plan of Operation will eventually prove successful.
Though our current officers and directors lack experience and education in the
mining or mineral exploration industry, we depend on them to continue us as a
going concern and to pursue our Plan of Operation. Though our officers and
directors are neither experts nor experienced in mineral exploration drilling
activity and have never been employed by a mining or mineral exploration
company, their individual loss would likely have a significant adverse impact
on our future and our affairs, particularly when each of them owns a
relatively large number of our shares. Nonetheless, we do not believe the loss
of any of our officers and directors justifies the purchase of key man
insurance, even assuming that we could afford it, which we cannot at this
time.
9. NO TRADING MARKET CURRENTLY EXISTS FOR OUR STOCK AND BECAUSE WE CAN MAKE
NO ASSURANCE THAT A TRADING MARKET IN OUR SECURITIES WILL EVER DEVELOP,
PERSONS WHO INVEST IN OUR SECURITIES MAY HAVE A DIFFICULT TIME GETTING OUT OF
THEIR INVESTMENT. Since our inception in March 2004, no market has
existed, or presently exists, for our common capital stock. At such time as we
obtain "reporting" status, we intend to apply to National Association of
Securities Dealers, Inc. (NASD) for an Over-the-Counter Bulletin Board (OTCBB)
symbol. If and when this occurs and assuming that we indeed obtain such a
symbol, we believe that the market price for shares of our common stock may
likely be volatile and otherwise trade at a large spread between the bid and
asked prices. To be sure, numerous factors beyond a company's control may have
significant impact, from time to time, on the price of its common stock, with
adverse consequences. Though our stock is not as yet trading, and no assurance
can be made that it will, stock markets generally or often experience extreme
price and volume fluctuations that can, and do, greatly affect the stock
trading of "small capital" or Penny Stock companies such as Tintic-Nevada.
These fluctuations often are unrelated to the operating performance of the
company itself. Further, in conjunction with existing economic and political
conditions, all such factors and uncertainties, including others, may
adversely affect the market price of our common stock.
10
10. WE CAN MAKE NO ASSURANCE THAT THERE WILL NOT BE FUTURE STOCK ISSUANCES
THAT WILL DILUTE BOTH EXISTING AND EVEN FUTURE SHAREHOLDERS. It is not now
known what stock issuances we might find advisable or otherwise be required to
undertake in the future in order to attract a joint venture mineral
exploration partner, stock issuances which, if they occurred, would
substantially dilute existing shareholders. Further, such sales or issuances,
if substantial, might also adversely affect our ability to raise additional
equity capital in the future. In addition to the foregoing, a secondary public
offering and consequent issuance of additional securities 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 our common
stock. Having said all this, we currently have NO plans to engage in any
public offering of our securities.
At such time as we are successful in implementing our Plan of Operation or we
otherwise find an investor, partner, joint venturer or lender to undertake
actual drilling activity on our claims, it is almost certain that additional
shares will be issued and that current shareholders will be substantially
diluted. It is also possible that a reverse split of our shares will be
effectuated in the future though there are NO plans whatsoever at the present
time to undertake any such action and we are not presently aware of any
circumstances that would dictate such a course of action.
11. CURRENT MANAGEMENT'S LACK OF EXPERIENCE IN AND/OR WITH MINING AND, IN
PARTICULAR, MINERAL EXPLORATION ACTIVITY, MEANS THAT IT IS DIFFICULT TO
ASSESS, OR MAKE JUDGMENTS ABOUT, OUR POTENTIAL SUCCESS. Our current officers
and directors have never been employed in any fashion in the mining industry.
Also, no director or officer has an education or college or university degree
in mining or geology or in a field related to mining. More specifically, our
management lacks technical training and experience with exploring for,
starting, and/or operating a mine. With no direct training or experience in
these areas, management may not be fully aware of many of the specific
requirements related to mineral exploration, let alone the overall mining
industry as a whole. For example, their decisions and choices may fail to take
into account standard engineering and other managerial approaches mineral
exploration companies commonly use.
Consequently, our operations, earnings, and ultimate financial success could
suffer irreparable harm due to our management's future possible mistakes, lack
of sophistication, judgment or experience in this particular industry. See the
section below titled "MANAGEMENT AND PRINCIPAL SHAREHOLDERS OF TINTIC GOLD
MINING COMPANY." As a result, if we do obtain the funding or other means to
implement a bona fide mineral exploration program, such program will be
implemented and carried out by joint venturers, partners or independent
contractors who would have the requisite mineral exploration experience and
know-how that we currently lack. See Risk Factor 19 below.
12. OUR CURRENT INABILITY TO SATISFY ANY DEBT INCURRED, OR TO BE INCURRED, BY
THE COMPANY MEANS THAT WE CAN GIVE NO ASSURANCE OF CONTINUING INDEFINITELY IN
BUSINESS. We currently lack any ability to satisfy any debt that we may have
to incur in the future. To the extent we do incur any necessary debt, we have
no intention of mortgaging our claims as collateral security on the same. We
also have no history of operations on which anyone can determine whether we
will have the ability to repay any debt.
11
13. BECAUSE OF THE START UP NATURE OF OUR BUSINESS PLAN, OUR AUDITORS HAVE
EXPRESSED DOUBT ABOUT OUR ABILITY TO CONTINUE AS A GOING CONCERN. Our auditors
have expressed substantial doubt about our ability to continue as a going
concern. Continuation of us as a going concern is dependent upon obtaining
additional working capital for future planned activity. Management is
developing a strategy, which we believe will accomplish this objective through
additional equity funding and long term financing, particularly now that the
prices of precious metals have drastically improved in the last year and a
half compared to prior years and now that the Environmental Protection Agency
(EPA) has completed, or is in the process of completing, a Super-Fund clean-up
project in the Eureka, Utah, area approximately 3 miles from where our mineral
claims are located.
14. OUR OFFICERS AND DIRECTORS ARE UNABLE TO DEVOTE THEIR FULL TIME AND ENERGY
TOWARDS OUR BUSINESS AND AFFAIRS AND THEREFORE, OUR BUSINESS PLAN WILL LIKELY
NOT PROGRESS LIKE IT MIGHT OTHERWISE WOULD. Our current officers and directors
have other full time employment as more particularly disclosed in the section
below titled "MANAGEMENT AND PRINCIPAL SHAREHOLDERS OF TINTIC GOLD MINING
COMPANY." As a consequence, they can only devote a minimal or nominal amount
of time to us and our affairs; these officers and directors intend to only
devote between 1% and 10% of their monthly time and energy to the business and
affairs of Tintic-Nevada. We suspect, though we are not certain, that this
will involve no more than 5 to 10 hours per week of each officer and
director's time. Much of the time spent will also depend upon how our business
plan and our ability to attract interest in our mineral claims unfolds,
something that cannot be predicted with any certainty or accuracy at this
time.
15. NO ASSURANCE THAT OUR OFFICERS AND DIRECTORS WILL CONTINUE TO MAKE THE
TYPE OF EQUITY INVESTMENT NECESSARY TO EITHER SUSTAIN US OR ENABLE US TO
LOCATE A MINERAL EXPLORATION PARTNER/JOINT VENTURER. In August 2004, over a
year and a half ago, our officers and directors and another individual made a
$25,000 equity investment in us. There is approximately $1,100 of such capital
investment left in our checking account. Since over a year and half has gone
by since this equity investment was made and we have had fairly significant
costs in the meantime, this money will NOT be sufficient to sustain us for the
next year or two, both in order to complete the seven (7) work sequences
identified in our Plan of Operation below and to otherwise sustain us in our
future "reporting" obligations. Accordingly, our officers and directors will
be making an additional equity investment in us when further working capital
is needed. While this obligation to infuse more capital into us is not in
writing, our officers and directors are committed to completing the
distribution and making us a "reporting company" and therefore, we believe
that we can rely on this representation and that it is in fact a legal
obligation of our officers and directors.
Risk Factors Related to Our Mineral Claim Assets
1. THE ABSENCE OF RECENT MINERAL EXPLORATION ACTIVITY ON OUR CLAIMS MEANS THAT
WE HAVE LIMITED KNOWLEDGE OF WHAT EXPLORATION OCCURRED IN THE PAST AND WHAT
MINERALIZATION EXISTS ON OUR CLAIMS. There have been no significant mineral
exploration activities or operations on our Claims recently, except for
limited assessment and exploration work performed during the late 1980's and
early to mid-1990's by Centurion Mines Corporation and its successor, Grand
Central Mining. While we are aware that significant exploration occurred at
one time on our Claims, this activity, including the drilling of the Emerald
Mine or Shaft, occurred as long as 80 or 100 years ago. We do not know for
sure. Because of their age, the results of such efforts are largely lost,
unknown and unaccounted for at the present time. Accordingly, much of these
efforts may have to be repeated in the event that we engage in a mineral
exploration program, repeated efforts that would only add to our exploration
costs.
12
2. 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.
3. RELIANCE UPON ESTIMATES AND ASSUMPTIONS IS RISKY AND COSTLY BUT NECESSARY.
Exploration stage mining companies, which are defined in Industry Guide No. 7
as companies engaged in the search for mineral deposits (reserves) which are
not in either the development or production stage, 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 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 our
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.
4. UNCERTAINTY OF TOPOGRAPHICAL EFFECT ON EXPLORATION COULD ADD TO EXPLORATION
COSTS. Our properties are located on the top of a hill approximately 1/4 mile
from the city limits of Mammoth, Utah. Because the surface of the land has
some topographic relief, any inaccessibility 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, though we do not believe this is
likely. 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 third-party business partner to conduct mineral exploration
activities.
5. UNCERTAIN CONDITION OF MINE WORKINGS COULD SIGNIFICANTLY ADD TO EXPLORATION
COSTS. Other than the Emerald Shaft or Mine mentioned below which contains an
old head frame, there are no other surface mine shafts or usable head frames
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 and 1950'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, costs and expenses that could
significantly add to any exploration costs.
13
6. SUBSTANTIAL LIKELIHOOD THAT OUR CLAIMS DO NOT CONTAIN ORE OR RESERVES (OR
SUFFICIENT ORE OR RESERVES TO JUSTIFY A DEVELOPMENT PROGRAM). We do not know,
and have no way of predicting, whether, upon the completion of any drilling
exploration program, ore or reserves will be found. As with any mineral
exploration endeavor, we believe that there is a high probability or
likelihood that that the discovery of commercial quantities of ore or reserves
on our claims is remote, even considering that ore may have been found on our
Claims 80, 90 or 100 years ago when 1,800 tons of material were removed. If
so, or if such is determined upon completion of a drilling exploration
program, any funds spent on exploration will be lost.
Cautionary Statements
An investment in the securities offered by this prospectus is speculative in
nature and involves a high degree of risk. In addition to the other
information contained in this prospectus, the following factors should be
considered carefully in evaluating us before making any investment decisions
with respect to our common stock to be received in the distribution. This
prospectus contains, in addition to historical information, forward-looking
statements that involve risks and uncertainties. Our actual results may differ
materially from the results discussed in the forward-looking statements.
Factors that might cause or contribute to differences include, but are not
limited to, those discussed under the section titled Risk Factors, as well as
those discussed elsewhere in this prospectus.
When used in this prospectus with respect to Tintic-Nevada the words
"estimate," "project," "intend," "expect" and similar expressions are intended
to identify forward-looking statements. These statements are exposed to risks
and uncertainties that could cause actual results to differ materially from
those contemplated in these forward-looking statements. Readers are cautioned
not to place undue reliance on these forward-looking statements, which speak
only as of the date of this prospectus. Risks and uncertainties include those
risks, uncertainties and risk factors identified in this prospectus under the
headings "Risk Factors," "The Distribution," "Federal Income Tax
Consequences," and "Management's Discussion and Analysis of Financial
Condition or Plan of Operation."
Use of Proceeds
There will be no proceeds received from the distribution of the Tintic-Nevada
common stock to Tintic-Utah's shareholders of record on March 5, 2004.
Capitalization
There is no "offering price" as would otherwise be applicable were this not a
registered stock dividend transaction. There being no "offering price," the
following table sets forth the capitalization of Tintic-Nevada as of June 30,
2006. It also includes the effects of the distribution of mineral rights and
related assets, at no value, and reflects the issuance of 1,509,643 shares of
common stock. This table should be read in conjunction with the financial
information and its accompanying notes included in this prospectus.
Actual as of Pro forma
June 30, 2006 As Adjusted
--------------- ---------------
--------------- ---------------
Stockholder's Equity:
Common stock, par value $.001; 50,000,000
shares authorized, 1,509,643 and 1,509,643
pro forma shares issued and outstanding 1,510 1,510
Additional paid-in capital 164,765 164,765
Retained earnings (deficit) (166,221) (166,221)
--------------- ---------------
--------------- ---------------
Total stockholder's equity $ 54 $ 54
=============== ===============
14
The Distribution
The following information summarizes the distribution. The entire distribution
agreement is filed as an exhibit to the registration statement of which this
prospectus is a part and is available from Tintic-Nevada directly or the SEC's
web site at http://www.sec.gov. You are urged to read that agreement in its
entirety.
Terms of the Distribution Agreement
The distribution will be effected by giving to each holder of Tintic-Utah
common stock (who did not receive their common stock of Tintic-Utah as a
result of the March 12, 2004, reverse acquisition by Kiwa) certificates
representing one (1) share of Tintic-Nevada common stock for each one (1)
share of Tintic-Utah common stock held of record on March 5, 2004.
Because the transaction is a stock dividend and persons who were Tintic-Utah
shareholders of record on March 5, 2004, have the right, by law, to receive
the stock dividend, shareholders of record of Tintic-Utah will NOT have the
ability to NOT participate in the distribution. We suppose that a person could
refuse to receive the shares but we do not know why a person would make that
election or decision.
Manner of Effecting the Distribution
On the distribution date, Tintic-Nevada's transfer agent, Cottonwood Stock
Transfer of Murray, Utah, will deliver, by mail, certificates for Tintic-
Nevada common stock as soon as practicable to the qualified shareholders of
record of Tintic-Utah common stock.
Other than us and our former parent, Tintic-Utah, now Kiwa, which is also
deemed to be an "underwriter" in connection with our proposed distribution, no
underwriters or brokers are involved in the offering. We will distribute our
common stock to the qualified shareholders for no consideration. We intend to
mail certificates representing the distributed shares on or soon after our
registration statement is effective for this purpose, or as soon thereafter as
is reasonably possible. We do not anticipate issuing certificates for
fractional shares. We will NOT require the qualified shareholders of
Tintic-Utah's common stock to make any payment or take any other action in
connection with the distributed shares.
According to our stock transfer agent, there will be 356 shareholders of
Tintic-Nevada after the distribution. We will mail a copy of this prospectus
to each qualified shareholder together with stock certificates representing
the distributed shares, as soon as practicable. Since we are aware of which
Tintic-Utah shareholders, as of March 5, 2004, have bad addresses, Tintic-Utah
having been in existence since 1933, we will NOT undertake to mail out stock
certificates to shareholders with bad or undeliverable addresses. This is
because not only will the certificates and the prospectuses come back in the
mail in each instance, but we would then be in a position of having to
possess, hold and control stock certificates that do not belong to us.
Accordingly, management has decided NOT to go to the expense of printing up
and mailing out stock certificates to persons on the shareholders' list whom
we know to have bad addresses.
15
Holders of shares of Tintic-Nevada common stock will NOT be entitled to
preemptive rights, rights that are not available under Nevada law unless
expressly provided for in a company's Articles of Incorporation. Tintic-
Nevada has NOT provided for any such rights in its Articles of Incorporation.
For more information on this topic, reference is made to the section below
titled "Unclaimed or Abandoned Stock Resulting from the Distribution."
Listing of Tintic-Nevada Common Stock; Restrictions on Resale
Tintic-Nevada intends to apply to a member of the National Association of
Securities Dealers, Inc. (NASD) to make a market in the Tintic-Nevada common
stock and provide a quotation on the NASD inter-dealer Electronic Bulletin
Board under whatever trading symbol is assigned to us by the NASD. No
assurance can be made or given that we will in fact obtain any such trading
symbol.
Treatment of Indebtedness
Neither Kiwa nor Tintic-Nevada will assume or be responsible for any debts or
monetary obligations of the other prior to March 12, 2004, namely, the date of
the reverse acquisition by and between Tintic-Utah and Kiwa. However,
according to the terms of the indemnification provisions contained in the
distribution agreement, Tintic-Nevada will be responsible for any liabilities,
monetary or otherwise, that may arise from Kiwa's ownership of our mineral
claims prior to the date of our acquisition of these properties.
Expenses
The terms of the distribution agreement state that we shall bear all expenses
incurred in connection with the distribution, including the preparation,
execution and the performance of the distribution agreement and the
transactions contemplated by the distribution agreement, and all fees and
expenses of counsel and accountants. Legal and accounting fees and expenses
incurred in preparation of the registration statement, our audit, printing,
mailing, SEC filing fees, fees related to any state securities or "blue sky"
laws and stock exchange listing application fees as to this prospectus and
related registration statement fees will be paid by us. We are not certain at
this time but we estimate that these fees and expenses will not exceed
$15,000.
Indemnification and Insurance
The distribution agreement also provides that from and after the distribution
date, Tintic-Nevada will indemnify, defend and hold harmless Kiwa and its
subsidiaries, as well as the directors and officers of Kiwa and the various
Kiwa subsidiaries, from and against all losses arising out of or relating to:
o any breach, whether before or after the distribution date, by Tintic-Nevada
of any provision of the distribution agreement,
o any claims arising out of this prospectus or the registration statement
pertaining to this prospectus, and
o liabilities related to the operation of Tintic-Nevada prior to distribution.
In spite of indemnifying Kiwa against claims arising out of this prospectus or
the registration statement pertaining to this prospectus, it is significant
that, insofar as indemnification for liabilities arising under the Securities
Act of 1933 (the "Act") may be permitted to directors, officers and
controlling persons pursuant to the foregoing provisions, or otherwise, we
have been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Act and is, therefore, unenforceable.
16
Rights of Kiwa Shareholders Before and After the Distribution
Before the acquisition and the distribution, the shareholders of Tintic-Utah,
under its former name "Tintic Gold Mining Company," a Utah corporation, owned
all of the subsurface rights (subject to a 3% net smelter return royalty to an
individual named Chase Hoffman) and related assets described in this
prospectus. After the acquisition and the distribution, these same
shareholders will own the same ratable equity interest in the mineral claims
and related assets, subject to certain dilution that occurred in August 2004
as a result of raising $25,000 in equity from our officers and directors and
one other shareholder. Put another way, during August 2004, Tintic-Nevada,
which at that time had no money, issued 500,000 "restricted" shares of common
stock to its officers and directors and another stockholder (a total of four
persons) in consideration for a total of $25,000 in cash. This issuance has
diluted those persons entitled to receive shares in the distribution. The
stock was sold at five cents ($0.05) per share, a price which management
determined was the fair value of such shares. This stock issuance has raised
$25,000 for us and thus allowed us to undertake the registration statement
subject of this prospectus and the consequent distribution of shares, all in
order to carry out our obligations under the Distribution Agreement. These
shares are deemed "restricted" securities because they were acquired in a
private transaction not involving a public offering. As a result, they are
subject to the restrictions on resale contemplated by Rule 144 of the General
Rules and Regulations of the Commission.
Federal Income Tax Consequences of the Distribution
We are NOT rendering an opinion and have no opinion concerning the tax
consequences of the proposed distribution. We believe that the distribution is
essentially a "stock dividend" and would likely be treated or taxed as such by
the Internal Revenue Service.
State Tax Consequences
Because each state's income tax laws vary, we are unable to predict the income
tax consequences to the stockholders in all of the state taxing jurisdictions
in which they are already subject to tax. We therefore urge you to consult
your own tax advisors with respect to state income and corporate franchise tax
consequences.
Regulations Affecting the Price and Marketability of Tintic-Nevada Common
Stock
Immediately subsequent to this offering, it is very likely that an active
public trading market for our stock will not exist and that the price of our
common stock will remain very low. Because of this and the fact that our
common stock may not be listed on The Nasdaq Small Cap Market (SM) or any
exchange, the shares may be subject to a number of regulations which may
affect the price of the shares and your ability to sell the shares in the
secondary market.
For example, Rule 15g-9 under the Securities Exchange Act may affect the
ability of broker-dealers to sell the shares and may affect your ability to
sell the common stock in the secondary market. Rule 15g-9 generally applies to
shares that are not listed on The NASDAQ Small Cap Market (SM) or any stock
exchange. The rule imposes additional sales practice requirements on broker-
dealers that sell low-priced securities to persons other than established
customers and institutional accredited investors. For transactions covered by
this rule, a broker-dealer must make a special suitability determination for
the purchaser and have received the purchaser's written consent to the
transaction.
17
In addition, because the penny stock rules probably will apply to our shares,
investors in this offering probably will find it more difficult to sell their
securities. The Securities and Exchange Commission's regulations define a
penny stock to be any equity security that has a market price or exercise
price of less than $5.00 per share, subject to some exceptions. The penny
stock rules require a broker-dealer to deliver a standardized risk disclosure
document prepared by the Securities and Exchange Commission, to provide the
customer with additional information including current bid and offer
quotations for the penny stock, the compensation of the broker-dealer and its
salesperson in the transaction, monthly account statements showing the market
value of each penny stock held in the customer's account, and to make a
special written determination that the penny stock is a suitable investment
for the purchaser and receive the purchaser's written agreement to the
transaction. These requirements probably will reduce the level of trading
activity in the secondary market for the common stock and may severely and
adversely affect the ability of broker-dealers to sell our securities. See
Risk Factor Nos. 13 and 14 in the beginning of this prospectus, both of which
relate to Penny Stocks.
Dividend Policy
Tintic-Nevada currently does NOT pay dividends on any of its issued and
outstanding securities. We do NOT expect to pay any dividends for the
foreseeable future. Any future payments of dividends will be dependent upon
our results of operations, financial condition, cash requirements, future
prospects and other factors deemed relevant by our board of directors from
time to time.
Payment and declaration of dividends on our common stock is dependent upon
having the cash liquid assets available to do so. It is also dependent on any
lending covenants which, if we engage in any financing transactions, would
restrict our ability to pay any dividends, even if we were financially able to
do so. At this time, we have NO ability to pay any dividends on our common
stock nor do we anticipate doing so in the near future. We do not have any
series of preferred stock authorized in our Nevada Articles of Incorporation.
Legal Proceedings
As of the date of this filing, Tintic-Nevada is NOT a party to any legal
proceeding, either as plaintiff or defendant. Tintic-Nevada is also not aware
of any pending legal proceeding contemplated by a governmental authority
concerning our business or properties. Our financial statements, as set forth
below have therefore NOT been adjusted to reflect any material uncertainty
regarding exposure to liability in any legal proceeding.
To management's best knowledge, information and belief, our property is
neither listed on any known environmental cleanup roster nor otherwise listed
on or within any designated "Superfund" site. We are aware, however, as a
result of stories printed in local newspaper articles that the federal
Environmental Protection Agency (EPA) has declared the town of Eureka, Utah,
as a Superfund site for lead contamination, an area approximately 3 miles from
our properties, inasmuch as our properties are located near the town of
Mammoth, Utah, not Eureka. We have received no actual or direct notice or
knowledge of these events and management knows nothing further in this regard.
During 2002, the Utah Department of Air Quality undertook soil sampling in and
around the town of Mammoth, Utah, an area near our properties. We are informed
that some of these samples showed elevated levels of contaminants. However, we
have received no notice that these findings have any impact or other bearing
on our mineral claims and management does NOT believe that our properties can,
or will, be considered a source of any such alleged contamination.
18
Measures Taken To Insulate Us Against Future Mineral Claim Asset Liability
In the fall of 2001 and in an effort to insulate our predecessor, Tintic-Utah,
the prior owner of the property, from future liability, our predecessor owner
hired a geologist and environmental engineer named Bruce Yeomans of B. Yeomans
Consulting, Inc., an expert, who constructed a six foot high chain link fence,
with four 30-foot runs, around the Emerald Shaft or Mine located on the
property. The fence was also stranded with barbed wire along the upper edge.
This was done to mark the Shaft and otherwise prevent intruders and
trespassers from getting injured by possibly falling into the mine shaft, a
shaft which existing data suggests is at least 1,000 feet deep. The shaft had
been partially collapsed around the collar and campers appeared to have lit
bonfires adjacent to the open shaft on the flat topped dump around it. After
this fence was built, a "dangerous/no trespassing" sign was posted on it. In a
further effort to insulate us from and against future liability, this work was
also photographed. In addition, Mr. Yeomans further erected a 12 foot long,
three stranded, 4-foot high barbed wire fence across the access road to the
Emerald Shaft at the approximate eastern boundary of the property. This was
done to further discourage intruders and trespassers, the large majority of
whom are hikers and campers in the summer and snowmobilers in the winter.
Management's Plan of Operation, General
Since our incorporation on March 8, 2004, our only business activity has been
organizational matters and pursuing what is necessary to carry out our
Distribution Agreement with Tintic-Utah, a copy of which was attached to our
original registration statement. As of the date of this sixth amended
registration statement, we have $1,100 in cash on hand. Our Plan of Operation
is set forth in the section immediately below.
Plan of Operation for the Next Twelve to Eighteen Months
As per our agreement with Tintic-Utah, in consideration for the distribution
subject of this document, we have been conveyed the subsurface mineral rights
on approximately 44 acres of land located in the heart of the Tintic Mining
District of Juab County, Utah, near the town of Mammoth, Utah (subject to a 3%
net smelter royalty in favor of an individual named Chase Hoffman). During the
next twelve to eighteen months, we will complete a specific work sequence and
thereafter attempt to identify and contract with a mineral exploration company
that will agree to search for minerals that may underlie our Claims. During
the time our search is in progress, the small amounts of cash required to
maintain our operations, as well as the costs associated with the
identification of and contracting with a mineral exploration company partner,
will be provided by what cash we now have on hand and if that money is
exhausted, by our officers and directors. Our officers and directors have
agreed to make the type of equity investment in us that is necessary for us to
complete our work sequences identified below. At the same time, our officers
and directors are NOT under any contractual obligation with the Company to
finance us; they are doing so because they want to. We do NOT have any written
agreement with them in this regard nor do we intend to enter into one. Future
funding by our officers and directors may come from the exercise of options to
purchase our common stock and/or through future agreements between Tintic-
Nevada and our officers and directors negotiated on terms equivalent or better
than those terms negotiated on an arms-length basis. As a result, we do not
believe there will be the need to raise additional funds during at least the
next twelve to eighteen months, other than through our officers and directors,
if and when required. See Risk Factor No. 23 in the beginning portion of this
prospectus. Since our officers and directors' have agreed to provide us with
the funding necessary to complete our work sequences or "milestones"
identified below, work sequences that are essentially now completed, we
consider this a legal obligation to such extent simply because investors and
shareholders may rely on this funding commitment.
19
Management is NOT interested at this time in going to the expense or trouble
of directly raising, on a secondary offering or private placement basis,
either $517,000 or $2.141 million to engage in drilling exploration programs
of our own and on our own, particularly when we lack the expertise ourselves
to implement and oversee such a project. See the paragraph below titled "The
Phased Nature of Our Planned or Proposed Exploration Program." We are not
interested in doing so because we do not know whether such efforts would be
successful. We also believe and are informed that such an effort would be
very expensive in terms of the cost thereof and we would rather spend what
limited resources we have on pursuing exploration. We also have no idea what
securities brokerage firm, if any, would possibly be interested in
underwriting such an effort. Since the increased price of metals since early
2004 appears to have made the overall exploration environment more financing-
friendly (silver, for example, having recently attained $9.00 per ounce and
gold being over $500 per ounce) and based on the history of the Tintic Mining
District, we believe that it makes far more sense to do what is necessary to
attract an experienced and well financed mineral exploration partner or joint
venturer. This is our basic plan of operation at the present time.
In order to attract mineral exploration company partners and pursue an
exploration program of our mineral claims, we need a specific and realistic
business plan for this purpose. Accordingly, while we have obtained a
preliminary evaluation report from an environmental and geological engineer
named Mr. Bruce Yeomans, our expert. Mr. Yeomans has since provided us with a
more detailed and comprehensive report and analysis of our mineral claim
properties. While Mr. Yeomans' initial report was dated December 11, 2004, his
revised and more extensive report is dated April 24, 2005. Because this
modified report provides a more comprehensive evaluation of our properties,
including exploration targets, we have included or summarized portions of such
report below. Our plan to explore our mineral claims now focuses on, based on
such report, not only evaluating the certain specific exploration targets
identified below but also completing seven (7) separate work sequences
identified below, the cost of which shall be borne by us with what capital we
have and if not, current officers and directors have communicated their
commitment to fund the cost of these work sequences, including the cost of
paying future Edgarization, accounting and legal fees and expenses, all by
making an additional equity investment in us. See Risk Factor No. 15 above.
This agreement on the part of our officers and directors is NOT in writing but
we believe that it is a legal obligation of such persons on which the Company
can rely, as do they. At such time as an additional equity investment is made
in us as necessary to continue to fund our limited operations, those persons
so investing will sign investment letters and what stock they receive will be
subject to a restrictive legend.
The specific steps or sequence of events necessary to attract a mineral
exploration partner or joint venturer and otherwise implement a mineral
exploration program are:
1) Locate the claim corners in the field so that property boundaries are
known. (This step was accomplished two or three years ago by our consulting
geologist when we commissioned his geology report. If we need more specific
or exact markers, we will hire a surveyor to do so. We anticipate that the
cost would be between $1,000 or $2,000. As of now, and unless requested or
required by a mineral exploration partner, we do not believe that this cost or
expense will be necessary.
20
2) Evaluate the status of adjacent mineral claims, so that investor
interest will not be limited to the three claims we hold. Several of the
mineral targets trend off of our claims. (The adjacent claims to which we
refer are known as the Grand Central Claims. While we have not thoroughly
evaluated the status of these adjacent claims, we know the owner and have been
in discussions with the owner over the last several years. This individual,
who is also a geologist, has indicated to us that he would be willing to work
out a suitable arrangement with a mineral exploration partner, if we can bring
one to the table. There is no cost associated with this step or sequence of
events as what information needs to be known about the Grand Central Claims
and their geology can and would be supplied by the owner. Accordingly, this
step or sequence is essentially complete.)
3) Collect additional surface rock samples, as indicated by surface mapping
or inspection. If so indicated, sampling will be conducted in accessible
portions of the scattered surface mine diggings and in areas of exposed
hydrothermal alteration. Samples will be analyzed for gold, silver and
"pathfinder" elements, including arsenic and barium. Anomalous areas at the
surface may indicate "leakage" of hydrothermal fluids along faults and fault
intercepts from potential mineralized zones at depth. These areas will be
incorporated into a three-dimensional evaluation of the property for potential
drill testing. (Based on what our consulting geologist tells us, we are not
aware that rock samples are necessary to be obtained at this point. We
believe that if an interested mineral exploration partner is interested in our
mineral claims, they would likely want to do sampling themselves, as they
would likely want to analyze the results themselves. Having said this, our
geologist would charge us by the hour for sampling if necessary and then we
would pay for assaying at a recognized assaying laboratory. This, we believe,
would cost between $1,000 and $2,000. We are not aware that this step or work
sequence is necessary at this time.)
4) Update our more recent, April 24, 2005, report if necessary as a result
of any surface sampling. Contact and distribute report to target groups
familiar with high-grade underground mineral exploration ventures. (This
report was authored by our consulting geologist and we know of nothing at this
point that would require us to update it. Accordingly, there is no cost that
we know of at the present time associated with this sequence of events or
step. So far, we have distributed the report to one large mining company.)
5) Keep abreast of ongoing E.P.A. response activities in the District.
(There is no cost associated with this step or work sequence and we intend to
do it ourselves as an incident to our business. At the same time, our
consulting geologist is aware of EPA and Utah Department of Oil, Gas & Mining
responses in the district and he had indicated an intent to communicate any
changes to us if they are material to us and our Plan of Operation.)
6) Contact as many mining and mineral exploration companies as possible who
we believe might be interested in partnering or joint venturing with us to
explore our mineral claims. (This is a task that comprises the principal part
of our business plan and we intend to do it in the ordinary course of our
business. In this regard, we have identified various exploration partners to
contact but have not taken any systematic action to contact them until our
registration statement with the Commission has become effective and the
distribution subject hereof has been accomplished. Having said this, we have
had limited discussions with a large mining company nonetheless to whom we
sent, in July 2006, a copy of our geology report, and they have communicated a
desire to tour our mineral claims in September.)
21
7) Conduct property tours with interested parties. (The only cost
associated with this step is whether we would be accompanied by our consulting
geologist. If so, we would pay him by the hour. The only additional cost is
transportation. At present, a large mining company has communicated a desire
to physically inspect our mineral claims in September.)
8) Negotiate mineral agreement to explore the mineral claims. (This task
has obviously not been accomplished and we believe that the only cost
associated with this might be attorney's fees, if in fact we got to the point
where we would need or want an attorney to review a draft agreement.)
We have NOT identified any one potential mineral exploration partner. There
are several mining companies in the United States and elsewhere that we
believe may be interested in our mineral claims. Accordingly, there would be
no reason to target just one or two companies. In the meantime and as stated
above, we recently provided our geology report to a large or major U.S.-based
mining company and we are told that they are interested in coming out sometime
in September to tour our property.
Tintic Gold Mining Company Exploration Targets
The following discusses certain specific and suggested exploration targets on
our mineral claims that we currently believe would be suitable for
exploration. We believe by identifying such targets, we have done significant
work, in advance, on behalf of a potential or prospective mineral exploration
partner or joint venturer.
1. Background
The limited past development and production to date from our claims is in part
due to the fact that the stratigraphic (i.e., geology dealing with the earth's
strata) and structural controls to ore formation were not well understood when
the Emerald Mine was originally dug or excavated. The Emerald Mine exploration
and most of the District's exploration and development work was completed
(1880's to 1920's) before G. W. Crane ("Crane"), an engineer for U.S. Smelting
and Refining, compiled the first district-wide mapping in 1930. U.S. Smelting
and Refining owned and operated the Centennial-Eureka Mine, the largest
producer of gold and copper in the District. After reaching an agreement with
the numerous independent mine owners in the Main Tintic District, Crane was
authorized to determine stratigraphic and structural controls to ore deposit
formation by mapping each mine. For the first time in the District's history,
but unfortunately after the District was into the end of its productive life,
ore controls on mineralization that crossed property boundaries were
determined. Centurion Mines Corporation, a former lessee of our mineral
claims, built on Crane's work in the late 1980's and early 1990's, by having
access to all of his underground mapping and sampling. Crane's ore controls
were evaluated within the more newly developed understanding of the structural
complexities of wrench fault systems, systems that are prevalent in the Tintic
Mining District.
Exploration work relating to our Emerald Mine intersected scattered weak
mineralization on all levels of the mine but not in large enough quantities to
contribute to significant development or production. Favorable gold values
were reported on the 600 foot level of the mine and were documented and
evaluated by G.W. Crane during his District-wide ore controls evaluation.
Crane felt that this mineralization was evidence of the southerly continuation
of the Centennial Ore Channel mined in the Grand Central and Centennial-Eureka
Mines. Crane wrote in an internal report to U.S. Smelting and Refining:
"The Emerald Mine happens to be at the extreme southern, or gold/ copper end
of the Gemini or Centennial Channel, the largest producer of five major ore
zones, and for this and other reasons, is due to become a producer of ore
consisting of gold. On the same fissure, to which recent developments in the
Emerald Mine have been directed, ore bodies on the lower levels of the Grand
Central Mine have their principle values in gold and copper, indicating the
trend in the direction of the Emerald" (G. Crane, March 28, 1933).
22
2. Generalized Exploration Targets on the Tintic Gold Claims
The majority of all Tintic Main District ore is preferentially developed
within only five of the numerous Paleozoic carbonate formations that have been
found to be present in the District. Of these units, a formation named the
Ajax Formation has hosted most of the copper-gold production in the District.
The Ajax Formation crops out extensively on the Tintic Gold mineral claims
group and is cut by intersecting faults which are known to be mineralized in
the Emerald Mine workings and in the adjacent Grand Central, Mammoth and
Centennial-Eureka Mines. The Ajax Formation on our claims is near vertical to
steeply west dipping and lies on the western limb of the broad Tintic
Syncline. The most persistently mineralized portion of the formation is the
Emerald Unit which lies in the lower half of the 640 foot thick Ajax
Formation. The Emerald is a medium grained grayish-white colored massive
dolomite bed that lies about 100 to 180 feet above the base of the unit and
averages about 30 feet thick. Ore mined in the deepest portions of the Grand
Central (Grand Central Ore Channel) and Centennial-Eureka Mines (Oklahoma
Stopes) which are located directly north of the Tintic Gold ground, is also
hosted by the Ajax Formation. In those mines, however, the Ajax Formation dips
about 45 degrees to the north and the bedding conformable ore is subhorizontal
since they lie near the axial plane of the syncline at a mine depth of from
1,900 to 2,300 feet.
We believe, at the present time, that the up dip extension of the mineralized
Ajax host in the Grand Central and Centennial-Eureka Mines is the best
exploration target on our claims. The Ajax Formation -- especially the Emerald
member --- is cross cut by the ore controlling, generally steeply west
dipping, north trending sinistral faults, namely, the Iron Break Fissure
(Grand Central and Centennial-Eureka Mines), the West Break Fissure (Grand
Central Mine), the West Mammoth Split Fault (Mammoth Mine), the Mammoth Fault
(Mammoth Mine) and the Grand Central Fault (Grand Central Mine). The sinistral
or northerly trending faults provide the conduits and structural preparation
for potential ore development in the reactive and brittle carbonates that are
present there. We believe that these faults in the Ajax Formation are
especially good targets for exploration where they are intersected by
east-west faults.
3. Specific Exploration Targets on the Tintic Gold Mineral Claims
On the 600 Level (6,224 feet above mean sea level ("amsl")) of the Emerald
Mine, southeast of the shaft (6,830 feet amsl), a winze was sunk on a vein of
gold bearing quartz in the Ajax Formation. The vein is reported by G. Crane to
have positive gold assays in the winze and small sublevel drift. The vein lies
on the intersection of the east-west striking 245 Fissure in the Emerald Mine
and the sinistral, northeast striking Iron Break Fissure which carries 2 to 3
opt silver in the Centennial-Eureka Mine 1800 foot level drift (4,935 feet
amsl). The Iron Break Fissure controls north trending ore deposition in the
Opohonga Formation in the Grand Central Mine 1300 to 1800 foot levels (5,828
to 5,347 feet amsl) and in the large westerly trending Ajax Formation stopes
on the 2000 to 2300 foot levels (5,147 to 4,845 feet amsl). Crane believed
that this intersection and the gold-bearing quartz was the top of an irregular
ore pipe that was 5 to 6 feet in diameter where exposed in the workings. He
felt that additional prospecting should be conducted below this mineralization
in the Ajax and Opex Formation carbonates.
23
On the Emerald 600 Level (6,224 feet amsl), drifting on the level to the south
of the quartz vein described above cut various positive gold results
approximately 350 feet and 950 feet away in the Ajax and underlying Opex
Formations. The lowest of the assay results was on the lower Ajax formation
probably on a fault but it is not described. The higher or more positive assay
value is on a north-north east striking 60 to 72 degree west dipping fault
where it is cut by an east-west striking fault. Another positive gold result
was collected by Crane on the 600 Emerald Level where the same south drift in
the Ajax Formation crosses into the underlying Opex Formation. We believe that
these scattered gold values found by Crane deserve testing for potential
bonanza grade mineralization in the receptive lower Ajax and underlying Opex
Formation carbonates.
We also believe that the 1300 foot long by 1000 foot wide exploration gap
between the southwestern-most stopes on the Grand Central Mine 2000 to 2300
foot levels (5,147 to 4,845 feet amsl) and the northern-most drifts on the
Emerald 700, 900 and 1000 foot levels (6,124, 5,924 & 5,824 feet amsl) should
be evaluated. The northeast trending steeply west dipping West Break (Grand
Central Mine), Iron Break Fissure (Grand Central and Centennial-Eureka Mines),
and West Mammoth Split (Mammoth Mine) should be tested, especially where they
are cut by the steeply dipping east-west striking cross faults. We believe
that the prime area for exploration and possible ore development in this
exploration gap is at fault intersections which occur in the Ajax Formation as
it dips towards the Grand Central stopes.
Glossary of Terms to Assist the Reader in Understanding Technical Terminology.
- ------------------------------------------------------------------------------
Amsl - Above mean sea level.
Anomalous areas - Rocks that contain gold and/ or other
pathfinder elements that may indicate proximity
to mineralization.
Assay values - Metals content of a sample submitted to a
laboratory for assay. There are various
standardized assay methodologies used depending
upon the grade and element being determined.
Axial plane of the syncline - A syncline is a fold in the rock that can
incorporate one rock strata or numerous
formations that contain many rock strata.
Synclines are "U" shaped folds with the open end
up. The axial plane of a syncline is used to
describe the orientation of the syncline in
space. The plane equally divides the syncline
down the middle such that equal portions of the
syncline lie on either side of the axial plane.
Bedding conformable ore - Bedding conformable means that the ore lies
within a certain layer or bed of rock and that
the outline of the ore conforms to the outline
or some portion of the outline of the rock
layer.
Bonanza grade - Any high grade metals enrichment sampled,
generally regardless of the size of the zone.
Core drilling - Core drilling is slower and more expensive to
complete than reverse circulation drilling. A
continuous section of rock is recovered during
core drilling. Core allows the geologist and
mine engineer to better evaluate rock types,
structure, and hydrothermal alteration among
other rock attributes as compared to reverse
drilling.
24
Dip and strike - Dip and strike are used to define the
orientation of the rock strata in space. The
plane that defines the orientation of a rock
unit will dip in one direction and strike in two
directions.
Dolomite bed - Dolomite is a magnesium-bearing carbonate
rock. A dolomite bed is a layer or horizon of
dolomite rock.
Hydrothermal alteration - Rocks that have been changed partially or
completely in mineral composition and/ or
texture and/ or have pathfinder elements added
to them by hydrothermal (warm water) solutions.
Hydrothermal solutions have deposited the
minerals in the Tintic District that make up the
historically mined ore. Geologists and mine
engineers are trained to recognize hydrothermal
alteration as an aid in delineating ore and the
proximity to ore.
"Leakage" of hydrothermal - Hydrothermal fluids formed the Tintic ore
fluids bodies. "Leakage," or the movement of
hydrothermal fluids along zones of
permeability, potentially leading to or from
areas of mineralized rock can result in
hydrothermal alteration. The "leakage" of
hydrothermal fluids from a mineralized zone at
depth along a fault might lead to hydrothermal
alteration in rocks at the surface above the
mineralized rock.
Mineralization - Mineralization is metals anomalous
hydrothermal alteration that is not ore grade.
Ore is defined as mineralized rock that is
economic to mine. Mineralization may not be ore
due to a variety of factors including current
metals prices, size and/ or grade of
mineralization, depth to mineralization, and
others.
Opt - Ounces per ton. 1 troy ounce per short ton
equals 34.2857 grams per metric tonne, or
34.2857 parts per million.
Paleozoic carbonate formations- Paleozoic is an era and refers to the age of
the rocks ranging from 542 to 251 million years
ago. Carbonate rocks are sedimentary rocks that
are deposited as chemical precipitates, such
a limestone or many dolomites. A formation is a
scientifically established grouping of rocks
with specific characteristics that geologists
have developed to understand the geology of an
area or region. See also: "strata" below.
25
Pathfinder elements - Elements such as barium, silver, thallium,
arsenic or mercury and others that may be
deposited in association with gold mineralizing
hydrothermal solutions and commonly form larger
anomalies than gold itself. Pathfinder elements
can vary between mining districts and within
mining districts depending upon the geologic
type of the ore deposit. Areas of anomalous
pathfinder elements can be used to aid in
delineating gold mineralization at depth and
laterally, both from surface samples and from
samples collected below the surface, such as in
drill cuttings. Gold itself is one of the best
pathfinder elements for locating gold deposits.
QA/ QC program - A quality assurance and quality control
program to help ensure that the sampling and
assaying program portion of the mineral
evaluation project are representative of what is
actually going on. The QA/ QC program typically
includes using a reputable assay lab which uses
its own QA/ QC program to ensure assay result
validity, check assays of mineralized intercepts
sent to a second reputable assay lab, and the
incorporation of blanks (rock samples with no
detectable metals), standards (rock samples with
established metals values) and sample duplicates
to arrive at a statistically valid sampling
protocol. QA/ QC programs also require sample
security to ensure that samples are not
contaminated either unintentionally or
intentionally.
Sinistral faults - Sinistral faults are fault planes of movement
in rock that have a left lateral displacement,
such that as seen by the observer, the relative
movement of the rock on the other side of the
fault plane from the observer is to the left.
Dextral faults have right lateral movement.
Strata - Geologists group sedimentary rocks (rocks
formed by erosion of preexisting rocks or rocks
like limestones and many dolomites that form as
chemical precipitates) into age and often rock-
type packages to help define the geology of a
region. Sedimentary strata or rock strata are
these groupings of rocks or parts of these rock
packages that can be identified at various
localities throughout a region or mining
district.
Stratigraphic controls - These are the controls to potential ore
deposition provided by the rocks themselves. In
each mining district, certain strata are more
favorable to ore development within the district
than are other strata. At Tintic, the bulk of
historic gold production has come from the Ajax
Formation. Drill testing the Ajax Formation
where a fault intersection cuts the unit
(structural controls) may be a logical place to
expect the formation of a potential ore body.
26
Structural controls - Structural controls are the controls to
potential ore deposition provided by rock
structures: especially areas of potentially high
hydrothermal fluid flow along faults and fault
intercepts with other faults. Geologists map
faults to determine potential structural
controls to district ore deposition. See also:
wrench fault systems.
Stope - A step-like open excavation in an underground
mine left by the mining of ore. Depending upon
the mining method and size of the ore body, an
open cavity (a stope) may be left with no
pillars to support the roof.
Reverse circulation drilling - A relatively rapid drilling method whereby
drilling is completed with air and either a
rotary or hammer bit is used to complete the
drill hole. Reverse circulation drilling usually
involves using dual walled drilling pipe with
high pressure air passing through the outer
annulus of the pipe and rock cuttings exiting
through the inner annulus of the pipe. Drill
cuttings are typically logged, collected and
assayed in 5 foot intervals.
Winze - An internal underground shaft that was
constructed by digging downwards from the access
point.
Wrench fault systems - Wrench faults are defined by the relative
movement along the fault plane. The Tintic
District lies in a wrench fault system. These
faults are lateral-type faults with rocks on one
side of a fault having a relative displacement
to the left or right of the rocks on the other
side of the fault plane of movement. Wrench
fault systems are systems because other fault
types often form as a result of the
directionally focused compressional forces the
rock has been subjected to. Wrench faults often
result in a system of orthogonal faults between
the regional planes of wrench fault movement as
well as smaller "S"-shaped lateral faults
(Riedel shears) that merge at their ends with
the wrench-fault planes of movement. These fault
systems and where these faults intercept each
other can become transmissive areas for the
potential movement and focus of mineralizing
hydrothermal fluids.
The Phased Nature of Our Planned or Proposed Exploration Program
The following discussion sets forth the two phase exploration program that we
would recommend or which we would suggest to an interested joint venture
exploration partner:
A two phase exploration program is recommended and which may involve a total
expenditure of US $2,658,000. We believe our claims have excellent targets for
drill testing as shown by geology, structural controls to known
mineralization, and historic underground sampling results in the Ajax and Opex
Formations. The program would utilize both reverse circulation and core
drilling to confirm the presence, tenor and characteristics of mineralization
indicated in the historic underground sampling results.
27
An initial surface drilling program of ten reverse circulation drill holes
approximately 840 feet deep would target the 1,000 foot long area of gold
anomalous ground intersected on the Emerald 600 foot level. This area is
located east and southeast of the Emerald Shaft. The drill holes would be
collared to test areas of historic high grade gold sampled by Crane in the
late 1920's. Two additional reverse circulation drill holes would be collared
to test the northeast extension of potential mineralization along the Iron
Break Fissure, located northeast of the Emerald Shaft. Results of historic
sampling in the Centennial-Eureka Mine workings by Crane indicate significant
silver mineralization on the fissure. Drill holes collared in this area would
have completion depths of approximately 1,000 feet and would also test the
prospective Ajax Formation located above the mineralized fissure. Drill holes
in this program would be spaced relatively close to one another because of the
discrete, high-grade nature of mineralization in the Tintic District.
Prior to drilling, patented claim corners would be reestablished in the field
using a licensed surveyor to ensure project activities are conducted within
the our claims' boundaries. Surface rock chip samples should be collected by
a qualified person from the scattered cuts and altered rocks that crop out on
the property to determine the potential for additional drill targets.
Upon conclusion of the first phase of exploration, data compilation and
analysis, interpretive drawing of geology, grade and mineralized envelopes in
sections and plans should be completed. Initial metallurgical studies would
also be conducted. The second phase drilling program is contingent upon the
compiled results from the initial drill program.
Second phase drilling, provided that the first phase is successful, would
target and expand on mineralized areas intersected in the first phase of
drilling and should include both core and reverse circulation drilling. Core
drilling provides a better sampling media and a better control for structural
analyses, engineering and metallurgical studies, and on geology. The drilling
program should include a rigorous QA/QC program which includes blanks,
repeats, standards, paired assays and variance studies to ensure that sample
preparation and analytical protocols are not adding unreasonable variance to
assay data. More detailed feasibility and metallurgical studies would also be
completed during this phase and include mineral speciation, mineral
liberation/ recovery and waste stream evaluations.
The recommended budget for Phase I is US $517,000. The recommended budget for
Phase II is US $2,141,000. If feasibility studies conducted as part of Phase
II indicate the economic viability of mining zones intersected in drilling,
then mine development will probably require the construction of underground
access to develop the claims.
Recommended Phase I Expenditures
Item Expenses in US$
Drilling: Reverse Circ: 10 holes, 8400 ft @ $45/ft $378,000
Roads and sites $ 7,500
Reclamation $ 8,500
Bonding $ 20,000
Assays: FA/AA, 1680 samples @ $25 $ 42,000
Supplies: splitter, boxes, bags, etc. $ 5,000
Geological Consultants 1 @ 2 months @ $8000/mo $ 16,000
Resource Estimate $ 10,000
Lodging, meals, expenses $ 5,000
Contingency +/- 5% $ 24,600
TOTAL PHASE I RECOMMENDED EXPENDITURE $516,600
28
Recommended Phase II Expenditures
Item Expenses in US$
Drilling: Reverse Circ: 20 holes, 20000 ft @ $45/ft $900,000
Core-HQ-size: 10 holes, 10,000 ft @ $65/ft $650,000
Roads and sites $ 15,000
Reclamation $ 18,000
Bonding $ 40,000
Assays: FA/AA, 6000 samples @ $25 $150,000
Supplies: splitter, boxes, bags, etc. $ 20,000
Geological Consultants 3 @ 4 months @ $8000/mo $ 96,000
Resource Estimate and Engineering Studies $100,000
Lodging, meals, expenses $ 50,000
Contingency +/- 5% $101,950
TOTAL PHASE II RECOMMENDED EXPENDITURE $2,140,950
The foregoing recommended expenditures are estimates devised by our
consulting geologist. We have no way of predicting, at this time, whether
these estimates are too high or too low. We have simply come up with these
estimates in order to give a prospective exploration program partner or joint
venturer an initial idea of what it might be looking at spending on any such
program(s).
Phased Exploration Plan and How the Results of Prior Phases Will Determine
Whether to Proceed with Further Phases.
Surface exploration work is conducted first, with the purpose of generating
valid drilling targets. Prospecting work is done on the ground by a field
geologist to identify areas with high metal content and showing the signs of
hydrothermal alteration. These data are then compiled on to maps and a report
is prepared. A meeting with the geologist, project manager, property owner and
the joint venture partner would then be held.
If the decision is made to conduct the drilling program, a budget is set up
and then managed and administered by the project manager.
Drilling is the most effective way to locate the suspected mineral deposits
that could occur beneath the our claims. Samples of the drill cuttings are
collected for each 5 foot to 10 foot drill interval. These samples are labeled
as to hole number and depth and stored in plastic or cloth bags. In addition,
a small reference sample of each 10 foot interval is placed in a chip tray
with several compartments. The drill cuttings are carefully logged by a
geologist and a description of each drill hole is prepared. This description
includes the rock type and any evidence of mineralization or hydrothermal
alteration. Based on this inspection, promising samples are selected for
assaying and submitted to a certified commercial laboratory. All available
information is then reviewed by the geologist. Particular attention is paid to
any promising assays, the depth of any mineral deposits and the potential size
of the deposit. A report is then prepared which discusses the potential
mineral deposit, the risks involved and additional recommended work. If
drilling is recommended the drill sites, the footage and estimated costs are
also included. Another meeting with all the involved parties is then held and
a decision would be made as to whether or not Phase II drilling, or other
additional work, would be conducted.
The determination as to whether to proceed with further phases upon the
completion of each phase will be made by those persons financing the same.
Locating an Exploration Program Joint Venturer or Partner and Plan to Contract
with such Joint Venturer or Partner.
29
The specific steps that we intend to undertake in order to find a suitable
joint venture or partnership candidate will include but not be limited to the
following: First, we intend to identify those mining or mineral exploration
companies that are currently conducting exploration and extraction operations
or activities in Utah, Nevada, Wyoming and Idaho. We will also identify those
companies we know and whose principals we have met in the past who are located
in Salt Lake City, Utah, Carlin, Nevada, Spokane, Washington, Vancouver,
British Columbia, Canada, and London, England. We intend to target these
particular companies because we are aware that they own, or have owned,
mineral claim properties in Utah, Nevada and Idaho, including Alaska, Canada
and South America. In fact, some are in the process of doing exploratory
work, or have done extensive exploratory work, on those claims and others. We
thus believe that these contacts would be suitable partnership and joint
venture candidates to approach. At the same time, we also intend to identify
additional companies or operators by checking records with DOGM and the
federal Bureau of Land Management or any other state or governmental agency in
which information about current mining-related activities in Utah and
surrounding states is publicly available. In doing so, we will also have the
opportunity to confirm the identity of those mining or mineral exploration
companies whose principals we already know or have met personally, either
directly or indirectly, all of whom are currently engaged in exploratory
mining activities. We also believe that our geologist/environmental engineer,
who is currently employed full-time by a large mining company, and who works
on the side for a Canadian mining company, has the ability to give us names of
companies operating in the Tintic Mining District and nearby (though it will
be our obligation to contact such persons or companies). After identifying
various possible candidates, we shall first attempt to telephone them one by
one and speak with appropriate persons involved in their respective mineral
exploratory decision- making process. After reaching each such person or
persons, we will learn from each what each is looking for in this regard or
otherwise interested in pursuing and whether our claims might be something
they would be interested in. If any of these candidates or possibilities
communicates an interest in our mineral claims, we will find out exactly what
information they desire from us and we will provide it to them as quickly and
efficiently as possible. After that, and as the list of serious interested
candidates gets smaller and smaller, we will follow up with each of such
entity more closely and more aggressively and determine what additional
information they need, if they are interested, what they would like to do
next, whether they would like to tour the property, for example, whether they
would like to conduct their own sampling or assays on our claims (to which we
would have no objection) and if they are not interested, learn why. After
providing our geology reports and doing on site inspections and tours of our
mineral claims, we will then sit down with such persons and find out exactly
what they believe it would take to work with them on a project to explore our
claims. We intend to actively seek out and investigate potential partnerships,
joint ventures and other funding arrangements by doing our due diligence and
otherwise locating companies who we believe would be interested in exploring
our claims for their precious metals mineral potential. Some of these
candidates we know and are already aware of because of having owned mineral
claim property in the Tintic Mining District since 1933. Others we hope to
learn of through referrals and through our own due diligence and contacts in
the Tintic Mining District and overall mining industry. Organizations such as
the Rocky Mountain Mineral Law Foundation headquartered in Colorado and also,
the Utah Mining Association headquartered in Salt Lake City, both of which
have websites, are good sources of information concerning the identities of
which companies are doing what in Utah and the surrounding states. At present
and because the stock dividend distribution has not occurred, we have been
reluctant to get too carried away contacting any particular mining exploration
companies at this time. Having said this, we have in fact contacted and sent
a geology report to one large or major U.S. mining company that we learned was
interested in the Tintic Mining District. One of its geologists has read our
report and has communicated to our president an interest in conducting a tour
30
of our mineral claim property next month. Since it has not been determined
whether or not this company is seriously interested in our mineral claim
property and since we have had no face-to-face discussions with them or their
geologists, we have obviously had no discussions about entering into any joint
venture or similar arrangement of any kind. At present, we have had NO
discussions with mining or mineral exploration company about entering into a
joint venture agreement of any kind or nature.
In sum, our plan to contract with a mining company or mineral exploration
partner, upon completion of the forgoing work sequences, includes:
* An investigation of mining and mineral exploration companies, which are
currently operating in the general area of our mineral claims. This
investigation may include the use of industry databases, as well as the
investigation of governmental records and industry experts. We do not expect
this cost to exceed $2,500.
* Initial discussions with those potential mineral exploration company
partners as determined from our investigation. We do not expect this cost to
exceed $5,000.
* Contract negotiations with an interested mineral exploration partner. We do
not expect the costs, legal or otherwise, to exceed $10,000. Though no formal
agreement exists between us and our current officers and directors, our
current officers and directors have agreed to fund the costs of such plan to
the extent that these costs do not exceed $25,000. If we are able to contract
with a mineral exploration company, we anticipate that all expenses for
exploration and possible exploitation of our mineral claim properties will be
borne by the mineral exploration company and not by us. In return, we would
receive a royalty fee based on a percentage of the proceeds from the sale of
those minerals the mining or mineral exploration company may recover from our
properties.
It is noteworthy that even if we were to complete a successful mineral
exploration program and we successfully identify a mineral deposit (something
to which there can be no assurance whatsoever), we will nonetheless have to
obtain substantial additional funds from a joint venture partner in order to
undertake further drilling and engineering studies (i.e., development) to
determine if that mineral deposit does in fact have commercial viability and
if so, how the same can be extracted through an actual mining extraction
program. In short, there are three phases to mining: exploration, development,
and extraction. Accordingly, if in fact we embark upon and undertake a
successful exploration program, we will still be required to complete the
second phase, namely, that of "developing" the claims in order to determine if
it is commercially feasible to embark upon the final phase, namely, actual
mineral extraction.
We are unable to make any guarantees that:
* we will be able to identify and negotiate an arrangement with a mining or
mineral exploration company within the next twelve to eighteen months,
* our mineral claim properties will be found attractive to a prospective
mining company partner,
* we will be able to attract sufficient outside funding or financing necessary
to undertake and complete an exploration program, or
* if commercial quantities of mineralization is found after an exploration
program is carried out, that our properties would produce any saleable
minerals or metals that would result in our receiving any income.
31
While we believe that such opportunities can be investigated, reviewed and
consummated for minimal costs, we cannot give any assurances that related
costs will be minimal or that we can ultimately afford them or, that our
officers, directors or significant shareholders will agree to continue to make
the continued equity investments necessary to do so.
We have no employees. Our officers and directors serve our company without
receiving a salary. However, from time to time as appropriate, they may
receive expense reimbursements and possible stock options. Though we have no
formal written agreement in place, our office space and administrative support
is provided by Mr. George Christopulos, our Chairman of the Board, President,
and CEO out of his home. Other than those costs and expenses previously
discussed, we do not plan on any significant expenditures for new projects of
any sort within the next twelve to eighteen months.
Time Frame Involved in Investigating and Negotiating a Contract with a Joint
Venture Partner.
We do not know and have no way of knowing the anticipated time frame involved
in which our management will investigate each prospective or potential joint
venture mineral exploration partner, let alone how long it would take each of
them to investigate us or negotiate a contract with us. As we have repeatedly
stated in this document, we intend to approach large mining companies that
have, or have had, the funding to finance exploration in the United States or
which have otherwise done mineral exploration work in Utah and the surrounding
states. Among other places, part of this information is available through the
Rocky Mountain Mineral Law Foundation headquartered in Colorado and also, the
Utah Mining Association headquartered in Salt Lake City, both of which have
websites. We do not think it appropriate to identify them by name in this
document and without their written consent. Having said this, we believe that
a potential joint venture candidate will probably spend more time
investigating us than we will spend investigating them. Accordingly, we would
have no way of predicting how long investigating us and our mineral claim
properties would take for each individual and potential joint venture mining
partner we intend to approach nor would we have any way of predicting how long
it would take to negotiate any kind of contract with each such individual and
prospective joint venture mining partner. This would of course depend on them
as much or more as us and it would also depend on how much of a hurry they
would be in to complete an agreement with us.
Our "Day-to-Day" Operations.
With respect to our "day to day" operations, we have no employees or formal
office facilities. Our officer and directors have other full time employment
or engagements, all as stated elsewhere in this document. They will therefore
NOT be devoting their full time and energy, on a daily basis, to our Company
or the completion of our Business Plan. We can say, however, that completion
of, and carrying out, our Plan of Operation involves reliance on other experts
and we expect to line up and hire, as necessary, whatever experts are needed
to complete our Plan of Operation and our various work sequences. To the
extent that this requires us to make a phone call or two at least every day,
and otherwise follow up with people, we will do that. To the extent it
requires more, we are committed to doing that also, even if it is on a daily
basis. At some point, we will be waiting for prospective mineral exploration
partners to get back to us on their evaluation of our mineral claims or what
more information that they need or want from us in order to make an informed
decision about us and our mineral claims. When that is the case, there will
be little we can do "day to day," other than to wait for those tasks to be
completed by them, circumstances that will largely be beyond our direct
control. We will also have to wait for prospective joint partner candidates to
"get back to us" while they are reviewing materials we will have provided
them. If and when we are waiting for such persons "to get back to us," there
is little that we will be able to do on a "day to day" basis.
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Maps
A map of our mineral claims is inserted below. This map shows the actual
location of our mineral claims near the town of Mammoth, Utah. This map also
shows where the Emerald Mine is located. See the PDF file attached and which
is identified in our List of Exhibits below as Exhibit 99.1.
We have also inserted below an index map showing where our mineral claims are
situated in relationship to the state and county in which they are located.
See the PDF file attached. This second map exhibit is identified in our List
of Exhibits below as Exhibit 99.2.
Business Corporate History
Tintic Gold Mining Company, a Nevada corporation ("Tintic-Nevada", "we" or
"us"), was originally formed as a wholly-owned subsidiary of Tintic Gold
Mining Company, a Utah corporation ("Tintic-Utah"). We were organized and
incorporated under the laws of the State of Nevada on March 8, 2004, as
required by the terms of the distribution agreement dated March 12, 2004, for
the purpose of acquiring all of Tintic-Utah's mineral claim properties and
related assets, including the remaining cash after payment of related
expenses. As a result, we are the owner of the subsurface mineral rights
previously owned by Tintic-Utah, on approximately 44 acres of land located in
the Tintic Mining District of Juab County, Utah, near the town of Mammoth,
Utah, property that our predecessor or parent corporation had owned since 1933
and which was conveyed to us by Special Warranty Deed on March 18, 2004, copy
of which was attached as Ex. "10.1" to our original SB-2 filing.
Our predecessor, Tintic-Utah, was incorporated on June 14, 1933 as a Utah
corporation, and was, until the effective time of last year's merger discussed
below, a mineral resource and exploration company. Under Industry Guide No. 7,
it was classified as an exploration stage mining company. This is defined as
company engaged in the search for mineral deposits (reserves) which are not in
either the development or production stage. Unfortunately, Tintic-Utah did not
engage in any mineral exploration activities during the early 2000's, that is,
at a time when it was both a "reporting company" with the Commission and also
quoted on the OTC Bulletin Board for two reasons. First, the prices of
precious metals were depressed and remained depressed during this period, a
fact which did not provide an investment or other financing incentive or
opportunity for mineral exploration activities. Secondly, in approximately
2002, after having conducted various contamination testing in the area since
2000 and 2001, the Environmental Protection Agency (EPA) declared the nearby
Eureka, Utah, area as a "Super-Fund" clean-up site. Because of potential
"clean-up" liability for contamination, Tintic-Utah was to discover that
mineral exploration companies were not the least interested in spending the
money necessary to undertake any mineral exploration activities of any kind
until the EPA had completed its "clean-up" operations and gone after or
pursued alleged "polluters." In fact, to our knowledge, there was virtually no
mineral exploration or other mining activity in the Tintic Mining District
between 2000 and 2004. To be sure, during this period, the Trixie Mine, the
only operational mine at the time in the District, a mine operated by Chief
Consolidated Mining, was closed down. This negative trend now appears to have
changed. Precious metals prices have substantially improved and, at the same
time, we are informed that the EPA is completing its "clean-up" operations in
Eureka, Utah; further, we are informed that it has finished going after or
pursuing alleged "polluters" in the Eureka area. We believe these changes of
events make the investment environment more friendly or suitable for mineral
exploration activities.
33
In spite of the practical and other inability to attract investment capital or
locate a mineral exploration program partner to conduct mineral exploration
activities on its mineral claim properties during the early 2000's, Tintic-
Utah's management nonetheless continued to develop the Company's long-term
business plan to re-establish itself as an active business and to seek capital
funds to operate and continue in business. As part of this long-term business
plan, and because mineral exploration in the Tintic Mining District was at
that time an impractical if not impossible endeavor, Tintic-Utah's management
was authorized to entertain and negotiate with potential merger candidates who
were not engaged in the business of mineral exploration and/or mining.
Pursuant to this authority, Tintic-Utah acquired Kiwa, in exchange for its
securities, as an operating company, due to its experienced management and its
potential for profitable growth. In doing so, Tintic-Utah acquired all the of
cash and assets that were then owned and held by Kiwa and thus, Tintic-Utah
obtained the capital and business prospects necessary to both operate and
continue in existence in a profitable manner. Prior to the merger transaction
with Kiwa discussed below, George Christopulos, Hugh Coltharp and Jack Coombs,
our existing directors and officers, served as the directors and officers of
Tintic-Utah.
The shares of common stock of Tintic-Utah, until the time of completion of the
merger discussed below, traded on the OTC Bulletin Board under the symbol
"TTGM." These shares now trade under the name of Kiwa and under the OTC
Bulletin Board symbol "KWBT."
Following the merger, stockholders of Kiwa became stockholders of Tintic-Utah.
Selected executive officers and directors of Kiwa then became executive
officers and directors of Tintic-Utah. Because Kiwa was in a totally different
kind of business and did not want to own or engage in any mineral exploration
activities, Tintic-Nevada was formed for the purpose of conveying Tintic-
Utah's mineral claims into it and effectuating a spin-off of shares, the very
subject of this document, all as further explained below.
The patented mining claims that we received on March 18, 2004, under the
Distribution Agreement with Kiwa are located within the historic Tintic Mining
District (organized on December 13, 1869) in Juab County, Utah. These mineral
claims were part of a once-thriving mining district with worldwide acclaim. In
1979, the Tintic Mining District was listed in the National Register of
Historic Places.
Our predecessor corporation, Tintic-Utah, had been authorized to conduct
business in Utah and has conducted business in Utah since 1933. It owned our
existing patented mineral claims since 1933, properties that were acquired
from the Emerald Mining Company at that time. These properties are owned free
and clear of any lien or encumbrance other than the fact that a prior director
from some-25 years ago, Mr. C. Chase Hoffman, owns the surface rights. Mr.
Hoffman also retains a 3% net smelter return interest on any mineral
production, if any ever occurs.
None our officers and directors has been involved in any bankruptcy,
receivership or similar proceeding and none is involved in any litigation that
would have any direct or indirect impact or bearing on us or our business.
Considering that we were recently incorporated to receive Kiwa's mineral claim
assets and implement the terms of the Distribution Agreement with Kiwa, there
has been no material reclassification, consolidation, merger, or purchase or
sale of any significant amount of assets.
Presently, we have no operations other than our operations necessary to
complete the terms and conditions of the Distribution Agreement. Since
incorporation, our primary business activity to date has been organizational
activities.
34
The March 12, 2004 Merger or Reorganization with Kiwa.
On March 12, 2004, pursuant to an Agreement and Plan of Merger (the "Merger
Agreement") dated as of March 11, 2004, by and among Tintic Gold Mining
Company, a Utah corporation ("Tintic-Utah"), TTGM Acquisition Corporation, a
Utah corporation and wholly-owned subsidiary of Tintic-Utah ("Merger Sub"),
and Kiwa Bio-Tech Products Group Ltd., a privately-held British Virgin Islands
("BVI") corporation ("Kiwa-BVI"), Merger Sub merged with and into Kiwa-BVI
with Kiwa-BVI surviving as a wholly-owned subsidiary of Tintic-Utah (the
"Merger"). Each share of Kiwa-BVI common stock was converted into 1.5445839
shares of Tintic-Utah's common stock, resulting in Tintic-Utah issuing an
aggregate of 7,722,919 shares of its common stock to the former shareholders
of Kiwa-BVI. Tintic-Utah also assumed Kiwa-BVI's outstanding stock options.
The Merger resulted in a change of control of Tintic-Utah, with former Kiwa-
BVI shareholders and optionees owning approximately 89% of Tintic-Utah's
common stock on a fully diluted basis immediately following the closing of the
Merger. A copy of the Merger Agreement is attached to our third amended
registration statement on Form SB-2 as Exhibit 10.2 and is available for
review on the Commission's Edgar database. The Merger Agreement sets forth the
terms and conditions of the merger transaction between the two companies that
closed on March 12, 2004. This agreement identifies a securities brokerage
firm located in California known as West Park Capital, Inc., as a finder,
agent or consultant in the transaction. The Merger Agreement came about after
Mr. John Lowy, a lawyer in New York, spoke with counsel to Tintic-Utah in late
January or early February 2004; Tintic-Utah's counsel thereafter contacted and
spoke with principals, agents or employees of West Park Capital, including
counsel to Kiwa, namely, the Encino, California-based law firm of Stubbs,
Alderton & Markiles, LLP. These discussions and negotiations with West Park
Capital and Stubbs, Alderton & Markiles ultimately gave rise to, or resulted
in, the Merger Agreement. Mr. Lowy received no finders' fee in connection
with the merger transaction though, as set forth below, he did receive
compensation in connection with certain post-merger transactions.
Upon consummation of the Merger on March 12, 2004, Mr. Wei Li was appointed as
Chief Executive Officer and Chairman of the Board of Directors of Tintic-Utah
and Mr. Da-chang Ju was appointed as a director. Mr. George Christopulos
resigned as Chief Executive Officer, President, Chief Financial Officer and
Chairman of the Board. On or about March 27, 2004, upon compliance with
Section 14(f) of the Securities Exchange Act of 1934, as amended, and Rule
14f-1 thereunder, Jack Coombs and Hugh Coltharp resigned from the Board of
Directors and Lian-jun Luo, James Nian Zhan and Yun-long Zhang were appointed
as directors. No agreements existed among present or former controlling
stockholders of Tintic-Utah or present or former members of Kiwa-BVI with
respect to the election of the members of Tintic-Utah or Kiwa's board of
directors, and to our knowledge, no other agreements existed which might have
resulted in a change of control of Tintic-Utah.
On March 15, 2004, Tintic-Utah changed its corporate name from "Tintic Gold
Mining Company," a Utah corporation, to "Kiwa Bio-tech Products Group
Corporation" ("Kiwa").
From approximately April 16 through April 19, 2004, in separate, private
transactions that took place over a month after the actual merger or change of
control transaction had occurred, former principals and affiliates of Tintic-
Utah, including two other stockholders, namely, George Christopulos, Hugh
Coltharp, Jack Coombs, J. Michael Coombs and Reo Culter, received a total of
$193,318.78 between the five of them for the private, negotiated sale of a
large majority of their shares to third parties. In doing so, four of the five
filed Form 4's with the Commission fully reporting these stock sale
transactions. The fifth individual was not required to do so. The buyers of
these shares were Messrs. James R. Baker and Brad Stewart. To our best
35
understanding and knowledge at the time of the transactions, these two
individuals were not affiliated with Kiwa Bio-Tech Products Group, LTD.
While there were discussions in February and March 2004 concerning the
possibility of purchasing these or other Tintic-Utah shares, no definitive
agreements were ever reached or entered into until some-5 weeks after the
merger closed. These transactions were not part of the merger transaction.
Copies of the five stock sale agreements ultimately entered into in mid-April
2004 are attached to our fourth amended registration statement as Exhibits
99.3, 99.4, 99.5, 99.6 and 99.7. The discussions and negotiations that
occurred with respect to the purchase of these shares were undertaken with or
through a California attorney named Shahean Talebreeza. In connection with
these post-merger stock sale transactions, John B. Lowy, Esq., an attorney,
and his firm, Olympic Capital, received a finder's or agent's fee of $50,000
from the sellers and 135,000 post-split shares of Kiwa from the buyers.
During the later part of 2004, Kiwa changed its domicile from Utah to that of
Delaware.
For more information in this regard, interested persons should look up and
review Kiwa's public filings on the Securities and Exchange Commission's
database known as EDGAR.
Reasons for the Merger
In early 2004, Tintic-Utah's management was presented with the opportunity to
merge or reorganize with Kiwa Bio-Tech Products, Ltd. ("Kiwa-BVI"), a company
engaged in the agri-products business in the People's Republic of China. At
the time, Tintic-Utah was running out of capital. Upon review of Kiwa-BVI and
its business activities and affairs, including its management's resumes,
business plan, products and services, and industry niche, Tintic-Utah's
management believed that a merger or business combination transaction with
Kiwa-BVI would provide an opportunity to enhance Tintic-Utah's shareholder
value. Tintic-Utah's management found many factors of the Kiwa business plan
attractive, including but not limited to the following:
Kiwa-BVI was represented as a development stage company that develops,
manufactures, distributes and markets innovative, cost-effective and
environmentally safe bio-technological products for agriculture, natural
resources and environmental conservation. Kiwa-BVI's products were represented
as designed to enhance the quality of human life by increasing the value,
quality and productivity of crops and decreasing the negative environmental
impact of chemicals and other wastes.
In 2002, Kiwa-BVI and its predecessor entities chartered Kiwa Bio-Tech Product
(Shandong) Co. Ltd. ("KIWA-SD"), a wholly-owned subsidiary organized under the
laws of China, as its offshore manufacturing base to capitalize on low cost,
high quality manufacturing advantages available in China. In October 2003,
Kiwa-BVI completed Phase I construction of its state-of-the-art manufacturing
facility. In November 2003, Kiwa-BVI began shipping its first commercial
product, a bio-fertilizer, to the agricultural market in China. Kiwa-BVI was
represented as working on existing product improvement and new product
development while it continued its three-phase facility build-up.
Effect of the Merger
As a condition of the Merger, we, that is, Tintic-Nevada, were formed for the
purpose of conveying Tintic-Utah's mineral claim rights and interests to us,
its Nevada subsidiary (an act which occurred on March 18, 2004). This
conveyance was done in exchange for the issuance of 1,009,643 shares of our
stock which was physically issued in certificate form in the name of the
shareholders of Tintic-Utah as of March 5, 2004 and which is held by our stock
transfer agent, Cottonwood Stock Transfer. Through our stock transfer agent,
we intend to physically effectuate the distribution immediately following the
effective time of our registration statement registering the shares covered
36
thereby (the "Spin-Off"). The purpose of, or rationale for, the Spin-Off is
based on Tintic-Utah, now Kiwa, taking a different business direction and no
longer either needing or wanting our mineral claims. This Spin-Off transaction
is being registered under provisions of, and in compliance with, the
Securities Act of 1933, including all applicable securities laws of any
governmental entity. The Distribution Agreement, dated on or about March 12,
2004, by and among Tintic-Utah (Kiwa's predecessor in name), Tintic-Nevada,
and their directors and officers provide that no shareholder of either Tintic-
Utah and/or Kiwa, who acquired their shares in either entity after March 5,
2004, shall participate in the Spin-Off. In other words, only shareholders of
record of Kiwa (Tintic-Utah) as of March 5, 2004 will be entitled to receive
our shares in, or benefit from, the Spin-Off.
Description of Our Mineral Assets and Property Acquired as a Result of the
Merger.
As contemplated in Industry Guide 7(b), our mineral claim property consists of
three (3) patented mining claims located in the Tintic Mining District of Juab
County, Utah, between a quarter and a half a mile from the city limits of
Mammoth, Utah, approximately 90 miles south of Salt Lake City. The mineral
claims can be accessed through the town of Mammoth, Utah. There is an unpaved
road that goes up to the property from the town of Mammoth.
There are no conditions to our ability to retain title to the property other
than our annual obligation to pay minimal property taxes to the Juab County
Treasurer. Having said this, if we were unable, for some reason, to
lawfully effectuate a distribution of the shares subject of this document to
those persons entitled to receive them, namely, the shareholders of
Tintic-Utah as of March 5, 2004, we would, according to the Distribution
Agreement discussed above, be required to sell our mineral claims, distribute
the proceeds to those persons entitled to receive such proceeds, and then file
Articles of Dissolution with the State of Nevada.
The rock formation and mineralization of existing or potential economic
significance is described in detain in the section below titled "Type of
Property/ Exploration, Development and Production History."
The work completed on the property, including the current state of exploration
of the property and present condition of the property, is set forth in detail
in the Plan of Operation section above.
We have no equipment or other infrastructure facilities, including power than
can be utilized on the property, other than what is indicated in the Plan of
Operation section above. This section also details our planned future
exploration costs.
Our mineral assets and property are without known reserves and our proposed
program is exploratory in nature.
For a view of our property, under a section above titled Maps, we have
attached in PDF files two maps showing the actual location of our mineral
claim properties.
Form of Ownership
Tintic-Nevada does not hold "unpatented" mining claims. (An unpatented mining
claim is a parcel of property located on federal lands that the U.S.
government continues to own, though it has granted the private party
claimholder the right to explore and mine the claim.) Instead, we own patented
mining claims. (A "patented" mining claim is land originally held as
unpatented, to which the private-party claimholder has been conveyed fee
37
simple title by the U.S. government, after meeting the federal patenting
requirements.) The important distinction or difference in the type of mineral
interest it represents is that the patent gives the claimholder full and
complete ownership, outright, of the land on which the claim is located. In
this case, however, the surface rights are owned by a former officer and
director named C. Chase Hoffman. Such rights were conveyed to Mr. Hoffman in
1980 in consideration for money Mr. Hoffman had advanced the Company over the
years. Mr. Hoffman also retains a 3% net smelter return royalty interest in
the event of any mineral production on the property.
The Effect of Regulatory Changes on Holding Unpatented Mining Claims
The U.S. Bureau of Land Management (BLM) promulgated new regulations in 1997
regarding hard rock unpatented mining claims (see 43 CFR 3809). Compliance
with the 1997 regulations is both time-consuming and costly. Therefore,
Tintic-Nevada does NOT intend to purchase or locate any unpatented claims, but
instead, to concentrate its exploration activities on its own privately-held
land and perhaps on land that, at some point in the future, it may decide to
acquire, including but not limited to a Utah state mineral leasehold of some
kind. Management believes that these BLM regulations will have little or no
effect on our activities.
Type of Property/ Exploration, Development and Production History
Our three (3) patented mineral claims are lode claims. (Such claims contain
deposits of minerals, in this case, gold, silver, copper and lead, in solid
rock. A placer claim, on the other hand, is a deposit of sand and gravel
containing valuable minerals.)
Our mineral claim property, which our predecessor, Tintic-Utah owned since
1933, lies within the Central portion of the Main Tintic Mining District, Juab
County, Utah, approximately 90 miles south of Salt Lake City. The property is
bounded on the north and east by the Centennial Eureka, the Grand Central, and
Mammoth mines, and on the south and west by the Empire Mines property. The
property consists of three (3) patented lode mining or mineral claims known as
the Emerald, Ruby and Diamond Lode Mining Claims. These claims embrace a
portion of Sections 19 and 30, Township 10 South, Range 2 West and Sections 24
and 25, Township 10 South, Range 3 West, Salt Lake Base and Meridian, bearing
Mineral Survey Number 188, and together designated as Lot No. 224, more
particularly described in the patent recorded at Book 60, Page 406, of the
records of Juab County, Utah. These properties comprise an area of
approximately 44.43 acres. These claims cover an area 3,000 feet north-south
and 550 to 900 feet east-west.
Structurally, these properties lie along the west flank of the northward
plunging asymmetric trough of the Tintic syncline. Beds strike approximately
due north and dip steeply to the east. Surface exposures show the predominant
rock type to be Ajax Dolomite of Cambrian Age. The central portion of the
property is cut by the trace of the northeast striking Emerald-Grand Central
fault. The east-west striking Sioux-Ajax fault zone is inferred to cut through
the property and could intersect the northeast structure within the boundaries
of the property. Due to soil cover, their exact position cannot be readily
determined.
The property is located on the outcrop of the Ajax limestone. This has been
one of the most favorable ore-bearing formations of the Main Tintic Mining
District.
Because of general geological conditions, our property has three favorable
prospects. One is in deeper development in the northern part of the property;
two, in a mineralized vein near the main shaft on the 1,000 level; and three,
above the 600 level on the southern end of the property.
38
From the standpoint of the vertical range of the positive mineralization in
adjoining mines, the same locations for possible exploration work are
indicated. For example, in the Centennial Eureka properties to the north,
mineralization occurred at the same level as in our Emerald Mine, namely, at
an elevation of between 6,200 and 6,300 feet. In the Grand Central properties,
also to the north, mineralization occurred several hundred feet lower than the
700 level of our mineral properties, while in the Mammoth Mine, to the east,
mineralization in the form of a channel came to the surface.
There are several prominent fissures in our property. Fissures north of the
shaft show calcite and oxidized iron. This suggests possibilities for improved
mineralization at depth. Close to the shaft an east-west cross fissure
reportedly carries substantial values in lead from the 200 to 1,000 levels in
workings presently inaccessible. This fissure should be prospected for
intersections and at greater depth. South of the shaft are two main north-
south fissures. One known as the Diamond fissure shows jasperoid quartz.
A spur line of the Union Pacific Railroad with loading ramps lies less than
two miles to the northeast.
The property has been explored by numerous shallow shafts, surface workings,
and a one and one-half compartment shaft sunk one thousand feet deep, with
levels driven at the 400, 500, 600, 700 and 1,000 foot levels. This shaft is
known as the Emerald Mine or Shaft. The Emerald Mine is the largest historic
mine working on the Tintic Gold Mining Company's claims group. The shaft is
located on the south end of the Emerald patented lode claim near the crest of
a small ridge. The mine lies between the Grand Central and the Mammoth Mines.
The 1100 foot level is developed from a winze on the 1000 foot mine level.
Only a small amount of ore -- approximately 1,800 tons -- was historically
removed from the Emerald Mine. The grade of this ore is not known.
The Emerald Shaft is about 1,900 feet south-southwest from the Grand Central
Mine shaft and approximately 2,000 feet west of the Mammoth Mine glory hole.
The Emerald Shaft is collared in the highly productive Ajax Formation which
hosts the bulk of copper-gold mineralization in the district and lies on
strike from the Grand Central mineralizations in the same unit. The Emerald
Mine is presently inaccessible and the shaft collar is partially blocked with
debris and mine timbers. Several additional small shafts, declines, and pits
on the claim group explore surface exposures of silicification and weak
mineralization. These workings are also in the highly productive Ajax
Formation and may represent "leakage" of mineralization along faults from
unexploited deposits developed at depth adjacent to the existing Emerald Mine
underground workings.
It is not anticipated that the opening up or rehabilitation of the old
workings will be attempted at the present time or at any future time. Any
possible exploration will be in the nature of surface assay sampling or
testing and, if sufficient evidence is obtained, exploratory drilling may be
considered. In such event, we will be subject to regulation by the Utah
Division of Oil, Gas and Mining (DOGM). It should be again noted that the
potential for pursuing an extensive permitting process in order to further
drill the property is dependent on the price of gold and silver.
The mineralization of interest is believed to be of the siliceous copper-gold-
silver category. However, the possibility of this property attaining the
status of a gold or silver producer will depend upon the results of any future
exploration testing and drilling program engaged in by us. At the present
time, this property has no known ore reserves. Accordingly, we cannot be
considered a "development mining company." The objective of the proposed
geological mapping and other work would be to determine what exploration
program, if any, to pursue.
39
It should be noted that although smelting facilities have historically been
located within at least seventy (70) miles of the property, management
believes that it would be premature and perhaps misleading to discuss milling
and smelting contracts with ore purchasers inasmuch as we not only need to
conduct exploratory work but no ore has been discovered and thus, no
development plan or program exists. There is no assurance that ores, if they
exist and if developed, could ever be sold, let alone sold for a profit.
As to our Claims' exploration, development or production history, if any, the
extent of exploration or even development on our mineral claim properties is
unknown. Management believes and is informed that approximately 1,800 tons of
ore were once removed from our property. Our lack of precise knowledge as to
what production or extraction occurred, when it occurred, what it sold for,
what it was exactly, or was worth at the time it was extracted is
understandable in that precious metals were first discovered in the Tintic
Mining District area in 1870, over 135 years ago. Nonetheless, the property
does contain the Emerald Shaft or Mine which existing data and other
information suggests is at least 1,000 feet deep. There are also other
"prospecting pits" on the property. As stated above and in order to devise and
implement an exploration plan or program of some kind on our properties, we
have recently commissioned and obtained a preliminary evaluation report and a
secondary, more complete or comprehensive report on the property. Our
predecessor, Tintic-Utah, was incorporated on June 14, 1933, as a Utah
corporation, and was, until the effective time of last year's merger discussed
below, a mineral resource and exploration company. Under Industry Guide No. 7,
it was classified as an exploration stage mining company. This is defined a
company engaged in the search for mineral deposits (reserves) which are not in
either the development or production stage. Unfortunately, Tintic-Utah did not
engage in any mineral exploration activities during the early 2000's, that is,
at a time when it was both a "reporting company" with the Commission and also
quoted on the OTC Bulletin Board for two reasons. First, the prices of
precious metals were depressed and remained depressed during this period, a
fact which did not provide an investment or other financing incentive or
opportunity for mineral exploration activities. Secondly, in approximately
2002, after having conducted various contamination testing in the area since
2000 and 2001, the Environmental Protection Agency (EPA) declared the nearby
Eureka, Utah, area as a "Super-Fund" clean-up site. Because of potential
"clean-up" liability for contamination, Tintic-Utah was to discover that
mining companies were not interested in spending the money necessary to
undertake any mining-related activities of any kind until the EPA had
completed its "clean-up" operations and gone after or pursued alleged
"polluters." In fact, to our knowledge, there virtually no mineral exploration
or other mining activity in the Tintic Mining District between 2000 and 2004.
To be sure, during this period, the Trixie Mine, the only operational mine at
the time in the District, a mine operated by Chief Consolidated Mining, was
closed down. This negative trend now appears to have changed. Precious metals
prices have substantially improved and, at the same time, we are informed that
the EPA is completing its "clean-up" operations in Eurkea, Utah; further, we
are informed that it has finished going after or pursuing alleged "polluters"
in the Eureka area. We believe these changes of events make the investment
environment more friendly or suitable for mineral exploration activities.
Exploration and Rehabilitation Work
There has been no exploration or other mining-related activity of any kind on
our properties since the 1930's and 1940's, except perhaps briefly before
World War II. Only a limited amount of exploration or development work has
been conducted on our properties since World War II. ("Exploration" is the
work involved in searching for ore. "Development" is the construction and
other work necessary to be carried out for the purpose of extracting ore from
the deposit or mine.) In 1987, Centurion Mines Corporation ("Centurion"),
later to be known and now known as Grand Central Mining Company, negotiated a
five-year lease with Tintic-Utah to explore its patented mineral claims.
40
Centurion carried out mapping and limited assay and sampling work on our
properties starting in 1987 and its successor, Grand Central Mining,
terminated its lease with Tintic-Utah in 1997. The assay and sampling results
it provided to us has been, in turn, provided to our consulting expert and
geologist, Mr. Yeomans, who has incorporated that information into his reports
to us. To the best knowledge, information and belief of current management, no
more than 1,800 tons of ore production has ever come from our properties and
we know little more than this. Prior to that time, our properties were
inactive from World War II until 1987, when Centurion carried out limited
exploration consisting mainly of geologic mapping and sampling. Centurion also
performed some maintenance and rehabilitation work on our properties though it
is not believed that Centurion did any maintenance or rehabilitation on the
underground workings of the Emerald Mine. Centurion continued its activities
until 1997. No additional work has been done on the properties since that
time. Under Tintic-Utah's prior lease agreement with Centurion, Centurion was
obligated to do a certain amount of assessment work every five (5) years. This
was done and we possess copies of the assessment and sampling work carried out
by Centurion and its successor.
Future Plans for Exploration
To date, management has NOT applied for exploration permits for work on any of
its patented mineral claims. However, during 2005 and into 2006, we may
consider conducting geological mapping, geochemical sampling, and geophysical
surveys, but only if sufficient funds are available for such purpose, and if
all goes well and we have sufficient capital, to possibly file applications
for permits that would permit exploratory sampling or drilling to be carried
out. We have not yet determined whether we will actually carry out any
drilling exploratory operations. This will depend on sources of and the
availability of funds, not to mention the prices of gold and silver.
Accordingly, no assurance can be given that exploration will in fact be either
undertaken or carried out.
As of the date of this document, none of our officers, directors, or major
shareholders has had any preliminary contact or discussions with any specific
business or financial opportunity, directly or indirectly, nor are there any
present plans, proposals, arrangements or understandings regarding the
possibility of an acquisition, exchange or other financing arrangement with
any specific business opportunity, potential partner or other person. There
are also no mineral claim properties, other than those we currently own and
hold, that we are currently evaluating.
In order to be able to present a realistic exploration plan or program to a
potential mineral exploration partner or venture capital partner or investor,
we recently commissioned and obtained a preliminary evaluation report dated in
December 2004 and a more comprehensive report dated in April 2005. Among other
things, these reports identify a work sequence to be undertaken in order to
carry out a mineral exploration program. The latter report specifically
identifies exploration targets on our claims, a task that we believe will work
as a positive inducement to prospective mineral exploration partners
interested in our claims inasmuch as this is something they will not be
required to spend money on themselves.
41
Competitive Position
We have no competitive economic position in the mining industry as no mineral
production has ever been realized. To date, there has been no mining activity
on these properties other than the exploratory holes drilled in the past and
mentioned above, all with inconclusive results. Furthermore, we have not
received revenue from our mineral rights for the last several years since the
lease with Centurion Mines Corporation and its successor-in-interest was
terminated.
Mining companies of all calibers compete to obtain favorable mineral claim
properties and to evaluate prospects for drilling, exploration, development,
and mining. Naturally, we face competition from other similarly situated
junior mining companies similarly interested in acquiring mineral claims
worthy of exploration for favorable or prospective gold, silver, copper and
other mineralization, companies that have substantially more capital or access
to the capital markets than we do. This includes other mining companies either
operating, or considering operating, in the Tintic Mining District or who own
or control properties within the Tintic Mining District of Juab County, Utah,
where our mineral claims are located.
We are unable to ascertain the exact number of competitor companies, or
whether or when such competitors' competitive positions could improve. Thus,
we may be unable to acquire or explore other attractive mineral claims on
terms that are acceptable. Accordingly, such competition, although customary
and typical in the mining industry, could result in delays, increased costs,
or other types of adverse consequences affecting us.
Business Offices and Administrative Support
Mr. George Christopulos provides office space and the necessary administrative
and clerical support for the corporate affairs of Tintic-Nevada without any
cost to us.
Research and Exploration Activities
Other than the preliminary evaluation report and more comprehensive subsequent
report we have commissioned and obtained, reports which provide us with an
exploration work sequence on our claims, we have not incurred any material
costs for research or exploration activities since our inception. We have only
been in existence since March 8, 2004, and therefore our research and
exploration costs to date have been minimal. The cost of these geologic
reports and other costs related to research and exploration activities have to
date totaled approximately $1,000.
Compliance with Environmental Laws.
We do not believe that we will incur any material costs relating to efforts to
comply with environmental laws or other governmental regulations. This is
because, at this time, we do NOT have a specific exploration program that we
intend to implement. Once we do, a myriad of state and governmental
regulations will come into play and we will be required to comply with each
and every one of them.
Customer and Suppliers.
We do not provide any goods or services at this time. As such, we do not have
any customers or suppliers.
Government Regulation/Obtaining Necessary Permits to Conduct Exploration
Activities.
As we currently have no exploratory operations, we do not believe we are
subject to governmental regulations, which may relate to our business.
42
At such time as we engage in exploration activities on our Claims, if we do
(and no assurance can be given that we will), we must undergo an extensive
state and federal permitting process. Operating and environmental permits will
be required to be obtained from applicable regulatory bodies utilizing
technical applications filed by us. Once we have obtained the necessary
funding and financing to do so, we will identify external mining and geology
consultants to assist it with preparing and filing permits with all applicable
state and federal regulatory authorities.
The rules and regulations of the Utah Department of Oil, Gas and Mining (DOGM)
are complex relative to obtaining a permit for exploration or for conducting
small mineral extraction operations (defined as involving less than 5 acres of
total disturbance). The process is essentially as follows: The applicant first
files a permit application with DOGM and, pursuant to a Memorandum of
Understanding (MOU) by and among the various state and federal agencies having
competing regulatory authority, the application is reviewed on a coordinated
basis by DOGM, the federal Bureau of Land Management (BLM), the U.S. Forest
Service (USFS) and the Department of Environmental Quality (DEQ). The
applicant is notified of any deficiencies in his application and is generally
requested to submit additional information. If all of these agencies pass off
on the application, the applicant is given a permit. If the applicant seeks to
conduct a large scale mineral extraction operation (defined as in excess of a
5 acre disturbance), the process is more complex, detailed and extensive. For
example, the regulatory review then involves an assessment of technical
adequacy of the applicant's plans and more extensive environmental concerns
are involved such as potential contamination of ground water. Once DOGM gives
tentative approval of a large scale mineral extraction operation, notice must
be provided to adjacent land owners, the county zoning authority, the Resource
Development Coordinating Council (RDCC), and newspapers for publication.
Public hearings are then called and held. Even if approval is obtained, the
applicant must then provide adequate reclamation surety documents to ensure
adequate reclamation upon completion of operations. In addition to the
foregoing, DOGM has recently been required to seek an historical and
archeological consultation/clearance from the Utah Division of State History.
DOGM notifies this agency that it has received a new exploration or mining
notice application and the Division of State History notifies DOGM within 15
days (exploration or small mining notice) or 30 days (large mining notice) if
they believe a formal survey of the proposed area should be conducted by the
applicant. This process applies to both private and state-owned land. If the
area involved is federal ground, we are informed that the federal government
does its own archeological clearance during its own NEPA/EA review process.
The above permitting process is time consuming and expensive and we currently
lack the resources and capital to initiate a permitting process relative to
our Claims. At the same time, current management lacks the qualifications and
other expertise necessary to engage in this process without the assistance of
experts or mineral exploration company partners.
Employees
We have no employees and our current officers and directors serve without
established compensation.
No Present Agreements with any Consultant
We currently have no agreement with any consultant. This does not mean that we
will not explore the possibility of hiring or retaining a consultant(s) or
other expert or professional in the future to assist us in our search for a
mineral exploration partner, acquisition or funding candidate. As of the date
of this prospectus, we have also been in no discussion with any such
individual or company for such purpose.
43
Transfer Agent
Cottonwood Stock Transfer Corporation located at 5899 South State Street in
Murray, Utah, will act as the agent for the distribution of shares and will
deliver certificates for our common stock as soon as practicable to
shareholders of record of Tintic-Utah common stock as of March 5, 2004, who
did not receive their common stock in Kiwa as a result of the reverse
acquisition by and between Kiwa and its Tintic-Utah. All shares of our common
stock will be fully paid and nonassessable and the holders will not be
entitled to preemptive rights.
Management and Principal Shareholders of Tintic Gold Mining Company
Directors, Executive Officers, Promoters and Control Persons
The following table sets forth the beneficial ownership of our common stock
with respect each person known to be the owner of 5% or more of our common
capital stock, each director, each officer, and all executive officers,
directors and 5% or greater shareholders of us as a group. As of August 15,
2006, there were 1,509,643 common capital shares issued and outstanding,
1,009,643 of which are subject to this registration statement. The former and
larger figure includes the 500,000 shares issued to our officers, directors
and our counsel, Mr. J.M. Coombs, at a price of $0.05 per share, a stock
issuance that raised us $25,000 in capital.
Percent of
Number of Shares of Ownership of
Common Stock Common Stock
Name of Beneficial Owner Beneficially* Owned Outstanding
- ---------------------------- --------------------- ------------
George Christopulos
3131 Teton Drive
Salt Lake City, Utah 84109 372,739(1) 24.7%
Hugh Coltharp
1478 Roosevelt Avenue
Salt Lake City, Utah 84105 107,361(2) 7.1%
Jack Coombs
2581 East 1300 South
Salt Lake City, Utah 84108 248,272(3) 16.4%
John Michael Coombs
3098 South Highland Drive, Suite 323
Salt Lake City, Utah 84106-6001 342,212(4) 22.7%
All 5% or more owners, all
directors and all officers as a
group (4 persons) 1,070,584 70.91%
- -------------------------------
44
* Beneficial ownership is determined in accordance with the rules and
regulations of the Commission and generally includes voting or investment
power with respect to securities. Shares of common stock issuable upon the
exercise of options or warrants currently exercisable, or exercisable or
convertible within 60 days of our year end, are also deemed outstanding for
computing the percentage ownership of the person holding such options or
warrants but are not deemed outstanding for computing the percentage ownership
of any other person.
(1) This figure includes 204,660 shares of "restricted" stock purchased in
August 2004 by Mr. Christopulos for cash in a private transaction with the
Company at a price of $0.05 per share.
(2) This figure includes 89,932 shares of "restricted" stock purchased in
August 2004 by Mr. Coltharp for cash in a private transaction with the Company
at a price of $0.05 per share.
(3) This figure includes 143,645 shares of "restricted" stock purchased in
August 2004 by Mr. Coombs for cash in a private transaction with the Company
at a price of $0.05 per share.
(4) This figure includes 61,763 shares of "restricted" stock purchased in
August 2004 by Mr. J.M. Coombs, a non-officer and non-director, for cash in a
private transaction with the Company at a price of $0.05 per share.
All of our directors serve until the next annual meeting of shareholders or
until their resignations are tendered and duly accepted.
Mr. CHRISTOPULOS, our chairman of the board, president, CEO, and chief
financial officer, age 56, is currently employed by the Salt Lake County
Assessor's office as a commercial real estate appraiser. Mr. Christopulos has
had no other employment during the last 5 years. He received a B.S. degree in
Accounting from the University of Utah in 1974, graduating cum laude. He was
the chairman of the board and the president of Tintic-Utah between 1982 and
March 12, 2004. He has served on our board and been our president and CEO
since our inception as a Nevada corporation in March 2004. He is NOT
currently an officer, director or "control person" of any other "reporting
company." The only other reporting company on which Mr. Christopulos has
served is our predecessor, Tintic-Utah, and he served as its president and a
director since approximately 1982 when his father, Plato Christopulos, Tintic-
Utah's former president, passed away.
Mr. COLTHARP, our secretary and a director, age 53, is a retired stockbroker,
formerly of Potter Investment Company, a local stock brokerage firm, who
currently buys, sells and restores antique cars. Other than his car
restoration and collection business, Mr. Coltharp has had no other employment
during the last 5 years. He served as a director of our predecessor company,
Tintic-Utah, longer than any other director, having become a director in 1980.
He has served on our board and been our secretary/treasurer since our
inception as a Nevada corporation in March 2004. He is NOT currently an
officer, director or "control person" of any other "reporting company." The
only other "reporting company" on which Mr. Coltharp has served is our
predecessor, Tintic-Utah.
Mr. JACK COOMBS, our vice president and a director, age 78, is a retired Salt
Lake City businessman and private investor. Mr. Coombs graduated from the
University of Utah in 1950 with a B.S. degree in business administration. He
has been involved with other exploratory mining companies in the past. Mr.
Coombs served as an officer and director of our predecessor company, Tintic-
Utah, since approximately 1981. He has served on our board and been our vice
president since our inception as a Nevada corporation in March 2004. Prior to
1995, he served as a director and officer of a company known as Vis Viva
Corporation, now known as WideBand Corporation and which trades on the Pink
Sheets under the symbol ZWBC.PK. Vis Viva Corporation, WideBand's predecessor,
was a "blank check" or "shell company." Mr. Coombs is NOT currently an
officer, director or "control person" of any other "reporting company." Mr.
Coombs has no direct involvement with a "reporting company" known as
Millennium Quest, Inc., other than as an original shareholder.
45
Mr. J.M. COOMBS of Salt Lake City, Utah, age 51, is a member of the law firm
of MABEY & COOMBS, L.C., and has acted as our legal counsel since our
inception in March 2004. Prior to our predecessor's March 12, 2004 merger with
Kiwa, he had acted as legal counsel to our predecessor, Tintic-Utah, since
1994. He has been employed with the law firm of MABEY & COOMBS, L.C., for over
the last five years. Since May 1982, Mr. Coombs has had no other employment
other than as a practicing attorney. He is not and never has served as an
officer or director of us or our predecessor company, Tintic-Utah. Mr. J.M.
Coombs served as an officer and director of a company known as Vis Viva
Corporation between 1995 and approximately February 2000, a company that is no
longer "reporting." (See previous paragraph for additional information about
Vis Viva Corporation.) He also served as an officer and director of a
reporting company known as LipidViro Technologies, Inc., at a time when it was
known as Anticline Uranium, Inc. Mr. J.M. Coombs is also the president, CEO
and chairman of the board of a "fully reporting" mineral exploration company
known as Valley High Mining Company ("Valley High") and which is also
endeavoring to explore certain mineral claims that it acquired by lease
agreement and which, while located near the town of Eureka, Utah, are also
located in the Tintic Mining District of Juab County, Utah. Mr. J.M. Coombs
is the son of director and officer, Jack Coombs.
No officer or director, or greater than 5% shareholder, has been involved,
directly or indirectly, in any bankruptcy or insolvency proceeding of any
kind. None is currently involved in any litigation nor has any been involved
in any litigation that would have a bearing on any such person's fitness or
other ability to act and serve as a director or officer of Tintic-Nevada.
No arrangement or understanding exists between or among any of the directors
or executive officers and any other person pursuant to which any director was
elected, or any executive officer was appointed. None of our directors or
officers is currently directors or officers of any other company registered
under the Securities Exchange Act of 1934.
Each director and executive officer intends to devote such amount of time as
that person's responsibilities require, but none of them work full time for
us. Also, no family relationship exists among any of the named directors and
executive officers. None of the directors or officers has ever been employed
by a mineral exploration or mining company and none has any college or
university degree involving or relating to mineral exploration, mining or
geology. In this regard, reference is made to the Risk Factors section in the
beginning of this prospectus, one of which discloses management's lack of
technical training and experience with exploring for, starting, and/or
operating a precious metals or other mine, a fact that could have a negative
impact on our operations, earnings and ultimate financial success.
None of our directors, officers, or principal shareholders has been involved
in any legal proceeding during the past five (5) years arising from any of the
following events that would be material in evaluating the ability or integrity
of any such person:
(1) any bankruptcy petition filed by or against any business of which such
person was a general partner or executive officer either at the time of the
bankruptcy or within two years prior to that time;
(2) any conviction in a criminal proceeding or being subject to a pending
criminal proceeding (excluding traffic violations and other minor offenses);
(3) being subject to any order, judgment, or decree, not subsequently
reversed, suspended or vacated, of any court of competent jurisdiction,
permanently or temporarily enjoining, barring, suspending or otherwise
limiting that person's involvement in any type of business, securities or
banking activities; and
46
(4) being found by a court of competent jurisdiction (in a civil action), the
Securities and Commission, or the Commodity Futures Trading Commission to have
violated a federal or state securities, or commodities law and the judgment
has not been reversed, suspended, or vacated.
There are no employment agreements between the officers of Tintic-Nevada and
us. Furthermore, we do not carry key-man insurance policies on any of our
officers or directors. Mr. Christopulos, in his role as Chairman of the Board,
President, CEO, and CFO will devote at least 15 to 20 hours per month to
Tintic-Nevada. Messrs. Jack Coombs and Hugh Coltharp are expected to devote at
least 10 hours of their time per month to Tintic-Nevada. This will of course
depend upon what is going on with respect to the Company and its affairs,
particularly any funding or partnership prospects. If more effort and time is
needed on the part of our officers and directors, they are committed to
devoting such time and energy as necessary to assist the Company in carrying
out its business plan.
Compensation of Directors and Executive Officers
We have paid no remuneration to our directors or officers, other than the fact
that each bought shares of our stock recently at $0.05 per share in order to
provide us with sufficient operating capital to file and complete the Spin-Off
transaction and otherwise carry out the terms and conditions of the
Distribution Agreement with Tintic-Utah. We do NOT have any contracts with or
contractual arrangements for compensation of directors or officers. We also do
NOT pay any monetary fees or other form of cash compensation for their
services. Directors and officers are entitled to receive reimbursement of out-
of-pocket expenses incurred by them on behalf of us. Because none of our
officers or directors has received individual total annual salary and bonus in
excess of $100,000 for any fiscal year, we have NOT included a table under
this item describing such compensation as would otherwise be required. Such
compensation, if it had occurred, would include the dollar value of base
salaries and bonus awards, the number and value of stock options granted, and
any other compensation, if any, none of which occurred.
No Retirement, Pension or Profit Sharing Plans
At present, directors and officers do NOT receive any award of options,
warrants, or stock appreciation rights (SAR's) for their service. There are no
retirement, pension, or profit sharing plans for the benefit of officers,
directors or key employees as of the date of this filing.
No Stock Incentive Plan
We have NOT adopted a stock incentive plan to provide deferred stock
incentives to key employees, if any, and directors of Tintic-Nevada and our
subsidiaries, if any are created, who contribute significantly to our long-
term performance and growth. This does not mean that we may not do so in the
future. If one is established, the board will be authorized to amend and
rescind any rules and regulations relating to any stock incentive plan as may
be necessary for efficient administration of any such stock incentive plan.
Any board action will require a majority vote of the members of the board.
Three types of awards would likely be available under any stock incentive
plan, if adopted:
* nonqualified stock options or incentive stock,
* stock appreciation rights and
* restricted stock.
47
No shares of Tintic-Nevada common stock have yet been reserved to be issued
under any stock incentive plan.
Restricted Stock
The board may in its discretion award Tintic-Nevada common stock that is
affected by some restrictions on transferability. This restricted stock issued
as part of any stock incentive plan may not be sold, assigned, transferred,
pledged, hypothecated or otherwise disposed of, except by the laws of descent
and distribution, for a period of time as determined by the board, from the
date on which the award is granted. Certificates for restricted stock will
bear an appropriate legend referring to the restrictions. A holder of
restricted stock may exercise all rights of ownership incident to his
ownership including the right to vote and receive dividends, unless the board
has imposed limitations. Currently 500,000 shares of our issued and
outstanding stock are "restricted" and can only be transferred and
subsequently sold in accordance with the requirements of Rule 144 of the
General Rules and Regulations of the Commission or, if the shares are
otherwise registered in some fashion with the Commission. Currently, we lack
any funds to effectuate any such registration statement and therefore, we have
no plans whatsoever at this time of doing so. If any such shares are therefore
transferred or sold, it will be done in accordance with the strict
requirements of Rule 144.
Upon completion of the distribution of 1,009,643 shares, 290,135 of such
distributable shares shall be held by officers, directors and affiliates.
Accordingly, all certificates representing such 290,135 shares shall bear an
appropriate "affiliate" or "control person" legend. Accordingly, only 719,508
of the 1,009,643 shares shall be distributed, or distributable, without any
type of "restrictive" legend. Reference is made to the section below titled
"Shares Eligible for Future Sale."
Certain Relationships and Related Transactions
We have no formal conflict of interest policy in place regarding the
possibility of our entering into transactions with affiliates. We lack such a
policy because we believe it highly unlikely that we will acquire or do
business with an entity in which members of our management have an ownership
interest, directly or indirectly. Having said this, any possible related party
transaction, if it did arise, would almost certainly be ratified by a
disinterested board of directors and possibly, by the shareholders. Whatever
would happen, management intends do whatever is necessary to fully and
completely comply with Nevada corporate law. See, e.g., Nevada Revised
Statutes (NRS) 78.140 titled "Restrictions on transactions involving
interested directors or officers; compensation of directors". Nevada also has
a statute titled "Combinations with Interested Stockholders." NRS 78.411
through 78.444, inclusive. In our Articles, and because we believe it unduly
restrictive, we have opted-out of this latter provision as permissible under
NRS 78.434. In addition to these provisions, we have also provided in our
Articles, among other things, that a business transaction with or involving a
director or officer shall not be void simply because such person is an officer
or director of the Company. See our Articles of Incorporation in Exhibit 3.1
attached to our original registration statement. We believe that these
measures give us more business flexibility without compromising our obligation
to be fair to the stockholders. Nonetheless, as stated above, we find it
highly doubtful that we will acquire or engage in business with any related
entity or person.
48
At the time of the merger transaction with Kiwa and our formation or
organization in the State of Nevada, our officers or directors advanced us a
total of $1,210 to cover our initial costs and expenses. This figure is
represented on our financial statements as a payable and also, in an
accounting footnote. Currently, we have no other indebtedness to management,
other than possible out-of-pocket costs or expenses which would otherwise be
reimbursed, none of which we are aware of at this time.
We have had no transactions with any promoters, brokers or consultants and we
currently have no agreements, whether written or oral, with any promoters,
brokers or consultants.
There is no affiliation between any of our officers and directors.
Our officers and directors and our corporate counsel (because of his stock
ownership) would be considered or deemed "promoters" in addition to being
affiliates and "control persons" of us. See, e.g., Rule 405 of the General
Rules and Regulations of the Commission. For this reason reference is made to
the section above titled "Directors, Executive Officers, Promoters and Control
Persons." This section above details their purchases and individual holdings
of our securities. This section above also includes all the information that
would need to be disclosed about such persons were they not officers,
directors or affiliates of us but were instead, simply "promoters" of us, and
in the interests of NOT repeating all such information here, we instead
direct the reader to that specific section above.
Description of Tintic Gold Mining Company Capital Stock
Authorized Capital Stock
The certificate of incorporation in the State of Nevada grants Tintic-Nevada
the authority to issue 50,000,000 shares of common capital stock, par value
$.001 per share. As of the date of this prospectus, we had outstanding
1,509,643 shares of Tintic-Nevada common stock, 1,009,643 of which are being
held by Cottonwood Stock Transfer pursuant to the distribution agreement.
Holders of our common stock are entitled to receive dividends as the board of
directors declares them and are entitled to cast one vote per share on all
matters voted upon by stockholders. However, we have no present intention of
paying any dividends. There is no cumulative voting for the election of
directors and Tintic-Nevada common stock does not have any preemptive rights.
Upon liquidation of Tintic-Nevada, holders of our common stock are entitled to
share equally and ratably in any assets available for distribution to them,
after payment or provision for liabilities and amounts owing with respect to
any outstanding debts.
There is no public trading market at the present time for our common capital
stock.
None of our stock is subject to any outstanding options or warrants to
purchase, or securities convertible into, common equity. What stock that is
issued and outstanding and which could be sold under Rule 144 of the General
Rules and Regulations of the Commission is discussed in the section below
titled "Shares Eligible for Future Sale" and also in the section above titled
"Restricted Stock."
None of our equity is being offered to anyone pursuant to any employee benefit
plan or dividend reinvestment plan (which is inapplicable regardless) and we
have NO plans, at the present time, to adopt any such plans.
49
Stockholder meetings
Our certificate of incorporation provides that our board of directors or a
duly designated committee of the board may call annual stockholder meetings.
Our certificate of incorporation also provides that stockholder action may be
taken at a special or annual stockholder meeting and Nevada law allows such
action by written consent.
Shares Eligible for Future Sale
Upon completion of the distribution, Tintic-Nevada will have 1,509,643 shares
of common stock issued and outstanding held by a total of 356 record holders,
1,009,643 shares of which will be freely tradable without restriction or
further registration under the Securities Act of 1933. Having said this,
however, it should be noted that 290,135 of the distributable shares shall be
distributed to officers, directors, affiliates and control persons.
Accordingly, all certificates representing such shares shall bear an
appropriate "affiliate" or "control person" legend. Accordingly, only 719,508
of the 1,009,643 shares shall be distributed, or distributable, without any
type of "restrictive" legend. At the present time, there is no public trading
market for our stock.
Unclaimed or Abandoned Stock Resulting from the Distribution
Tintic-Nevada is incorporated and organized under the laws of Nevada. Nevada
Revised Statutes (NRS) 120A.225 titled "Intangible personal property held by
intermediary in another state," provides that intangible personal property
held for the owner outside of the state of Nevada by a business association
and which remains unclaimed for more than 3 years after it became
distributable by the issuer of the property is presumed abandoned. In this
case, our out-of-state intermediary is our stock transfer agent, Cottonwood
Stock Transfer ("Cottonwood"), located in Murray, Utah. This statute is
consistent with NRS120A.210 titled "Intangible personal property held in
fiduciary capacity," which similarly provides that all intangible personal
property held in a fiduciary capacity for the benefit of another person is
presumed abandoned if left unclaimed after 3 years. In short, intangible
personal property such as stock is considered abandoned after 3 years under
Nevada law.
As a condition of the stock distribution, our Board of Directors has resolved
that any person entitled to shares and who does NOT receive his or her
certificate at the time of distribution must claim his or her shares within 3
years of the date of distribution. To further explain, several persons
entitled to receive distributed shares in accordance with this offering have
been shareholders of our predecessor corporation, Tintic-Utah, for many, many
years; in some instances, going as far back as 1933. Unfortunately, the
addresses of as many as 300 of these persons or their heirs are unknown and
have been unknown for many years. As a condition to the distribution resulting
from this offering, we have instructed Cottonwood NOT to issue and distribute
physical certificates to persons on our shareholders' list who are known to
have bad addresses. Instead, Cottonwood shall issue such shares by "book
entry" only. If and when such shares are claimed, if they are so claimed
within the ensuing 3 years, physical certificates representing the shares will
be issued by Cottonwood to and in the names of the appropriate owners, all
costs and charges therefor to be borne by them. If, on the other hand, such
shares are NOT claimed within 3 years after the effective date of our
distribution (or such earlier date as such shares would otherwise escheat to
the state or become property of any governmental entity under Nevada law) such
shares will, to the extent permitted by applicable law, revert to and become
the property of Tintic-Nevada free and clear of any claims or interest of any
person previously entitled thereto.
50
When we initially declared the stock dividend with a record date of March 5,
2004, we instituted or provided a contractual condition to receipt of stock in
the distribution. That condition is contingent upon a record holder with a
bad or invalid address coming forward and claiming his or her shares within
three (3) years of the date of the distribution. Because of this contractual
condition, Nevada law does NOT require us to go to extraordinary means of
attempting to locate and then notify every shareholder with a bad address that
shares will be held for he or she by "book entry." To be sure, even if Nevada
law did require such, we would have no way of complying with such a provision.
This is because we have absolutely no way of knowing how to contact such
people with bad addresses, many of whom were shareholders going back to 1933
and many or most of whom are deceased. For example, many on our shareholders'
list are identified as follows: "John Doe, Eureka, Utah." We have no way of
identifying, let alone contacting such record holder's alleged heirs. We do
not believe that Nevada law or common sense requires us to hire private
detectives to try to locate such persons or their many heirs, even if we could
afford to do it, which we can't. According to our stock transfer agent, there
are currently a total of 302 shareholders who fit within this category,
shareholders whose holdings together represent a total of 108,954 shares or
slightly over 10% of the 1,009,643 shares subject to distribution.
Legal Matters
Mabey & Coombs, L.C., will pass upon the validity of the issuance of the
securities offered by this prospectus for Tintic-Nevada.
Experts
The financial statements of Tintic-Nevada for the year ended December 31,
2005, appearing in this prospectus have been audited by Pritchett Siler &
Hardy, P.C. an independent registered public accounting firm located in Salt
Lake City, Utah, as set forth in their report appearing elsewhere in this
prospectus, and upon the authority of that firm as experts in accounting and
auditing.
The statements of stockholders' equity (deficit) for the period from December
31, 1997 (date of inception of the exploration stage) through December 31,
2002 of Tintic Gold Mining Company (an exploration stage company), has been
included herein in reliance on the report of Hansen, Barnett & Maxwell, an
independent registered public accounting firm, given on the authority of that
firm as experts in auditing and accounting.
Where You Can Find More Information
Tintic-Nevada intends to furnish to its shareholders annual reports, which
will include financial statements audited by independent accountants, and any
other periodic reports as it may determine to furnish or as may be required by
law, including sections 13(a) and 15(d) of the Securities Exchange Act of
1934, including subsequent amendments.
You should rely only on the information contained in this prospectus to make
your investment decision. We have not authorized anyone to provide you with
information that is different from what is contained in this prospectus.
Tintic-Nevada has filed a registration statement with the Securities Exchange
Commission under the Securities Act of 1933 with respect to the shares
registered by this prospectus. This prospectus omits some information
contained in the registration statement as permitted by the rules and
regulations of the Commission. For further information about respect to Tintic
Gold Mining Company and our common stock, investors should read the full
registration statement, including the exhibits included with it. Statements in
this prospectus about the contents of any contract or any other document are
not necessarily complete; investors should read each contract or other
document filed with the Commission as an exhibit to the registration
statement. The registration statement, including all of the attached exhibits
and schedules, may be inspected and copied at the public reference facilities
maintained by the Commission at its new Washington D.C. building and
facilities, 100 F Street, N.E., Washington, D.C. 20549. Copies of those
materials can be obtained from the Public Reference Section of the Commission,
100 F Street, N.E., Washington, D.C. 20549, at prescribed rates. Tintic Gold
Mining Company, a Nevada corporation, will file registration statements
(including this one) and other documents and reports electronically through
the Electronic Data Gathering, Analysis and Retrieval System ("EDGAR") which
is publicly available through the Commission's Internet World Wide website,
http://www.sec.gov.
51
TINTIC GOLD MINING COMPANY
[An Exploration Stage Company]
FINANCIAL STATEMENTS
December 31, 2005
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Board of Directors
TINTIC GOLD MINING COMPANY
Salt Lake City, Utah
We have audited the accompanying balance sheet of Tintic Gold Mining Company,
a Nevada corporation, [an exploration stage company] at December 31, 2005, and
the related statements of operations, stockholders' equity (deficit) and cash
flows for the years ended December 31, 2005 and 2004 and for the period from
inception on December 31, 1997 through December 31, 2005. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audit. The financial statements of Tintic Gold Mining Company, a Utah
corporation ("former Parent") for the period from inception on December 31,
1997 through December 31, 2002 were audited by other auditors whose report
included an explanatory paragraph expressing concern about the former Parent's
ability to continue as a going concern. The financial statements as of
December 31, 2002 reflect an accumulated deficit of $59,297. The other
auditors' report has been furnished to us, and our opinion, insofar as it
relates to the amounts for the period from inception on December 31, 1997
through December 31, 2002, is based solely on the report of the other
auditors.
We conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we
plan and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our
audits and the report of other auditors provide a reasonable basis for our
opinion.
In our opinion, based on our audits and the report of the other auditors, the
financial statements referred to above present fairly, in all material
respects, the financial position of Tintic Gold Mining Company [an exploration
stage company] as of December 31, 2005, and the results of its operations and
its cash flows for the years ended December 31, 2005 and 2004 and for the
period from inception on December 31, 1997 through December 31, 2005, in
conformity with accounting principles generally accepted in the United States
of America.
The accompanying financial statements have been prepared assuming the Company
will continue as a going concern. As discussed in Note 5 to the financial
statements, the Company was only recently formed and has not yet been
successful in establishing profitable operations. These factors raise
substantial doubt about the ability of the Company to continue as a going
concern. Management's plans in regards to these matters are also described in
Note 5. The financial statements do not include any adjustments that might
result from the outcome of these uncertainties.
As described in Note 10 to the financial statements, Tintic Gold Mining
Company has previously restated its financial statements for the year ended
December 31, 2004 to include the prior operations of its former Parent from
the Parent's inception of the exploration stage on December 31, 1997 through
the date of the Company's spin-off.
/s/Pritchett, Siler & Hardy, P.C.
PRITCHETT, SILER & HARDY, P.C.
Salt Lake City, Utah
April 24, 2006
HANSEN, BARNETT & MAXWELL
A Professional Corporation
CERTIFIED PUBLIC ACCOUNTANTS Registered with the Public Company
5 Triad Center, Suite 750 Accounting Oversight Board
Salt Lake City, UT 84180-1128
Phone: (801) 532-2200
Fax: (801) 532-7944
www.hbmcpas.com
REPORT OF REGISTERED INDEPENDENT PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholders
Tintic Gold Mining Company
We have audited the accompanying statement of stockholders' equity (deficit)
of Tintic Gold Mining Company (an exploration stage company) (the Company) for
the period from December 31, 1997 (date of inception of the exploration stage)
through December 31, 2002. We have also audited the statements of operations,
and cash flows of the Company for the period from December 31, 1997 (date of
inception of the exploration stage) through December 31, 2002 (not presented
herein). Those financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on those financial
statements based on our audit.
We conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we
plan and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our
audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above presented fairly,
in all material respects, the results of operations and cash flows of Tintic
Gold Mining Company (an exploration stage company) for the period from
December 31, 1997 (date of inception of the exploration stage) through
December 31, 2002, in conformity with U.S. generally accepted accounting
principles.
The financial statements referred to above were prepared assuming that the
Company will continue as a going concern. As discussed in Note 1 to those
financial statements, the Company has suffered recurring losses from
operations. During the years ended December 31, 2002 and 2001, the Company
had no revenue sources, had net losses of $34,774 and $35,530, used $10,305
and $22,196 of cash in operating activities, respectively. These matters raise
substantial doubt about the Company's ability to continue as a going concern.
Management's plans in regard to these matters were described in Note 1. The
financial statements did not include any adjustments relating to the
recoverability and classification of asset carrying amounts or the amount and
classification of liabilities that might result should the Company be unable
to continue as a going concern.
HANSEN, BARNETT & MAXWELL
Salt Lake City, Utah
March 20, 2003
TINTIC GOLD MINING COMPANY
[An Exploration Stage Company]
BALANCE SHEET
December 31,
2005
___________
ASSETS
CURRENT ASSETS:
Cash $ 6,526
___________
Total Current Assets 6,526
___________
$ 6,526
===========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts Payable 113
Related party advances 1,210
___________
Total Current Liabilities 1,323
___________
STOCKHOLDERS' EQUITY:
Common stock, $.001 par value,
50,000,000 shares authorized,
1,509,643 shares issued and
outstanding 1,510
Capital in excess of par value 164,765
Deficit accumulated during the
exploration stage (161,072)
___________
Total Stockholders' Equity 5,203
-----------
$ 6,526
===========
The accompanying notes are an integral part of these financial statements.
F-2
TINTIC GOLD MINING COMPANY
[An Exploration Stage Company]
STATEMENT OF OPERATIONS
From inception of
exploration stage
on December 31,
For the Years Ended 1997, through
December 31 December 31,
2005 2004 2005
[Restated]
Revenues $ - $ - $ -
--------- --------- ----------
Total Revenues - - -
Expenses
General & Administrative 12,245 7,552 93,751
Failed acquisition costs - 85,758
--------- --------- ----------
Total Expenses 12,245 7,552 179,509
--------- --------- ----------
Loss From Operations (12,245) (7,552) (179,509)
--------- --------- ----------
Other Income
Interest Income - - 8,632
Interest Expense - - (44)
Gain on Sale of Securities - - 8,084
--------- --------- ----------
Total Other Income - - 16,672
--------- --------- ----------
Loss Before Income Taxes (12,245) (7,552) (162,837)
Current Income Taxes (Benefit) - - (1,765)
Deferred Tax Expense - - -
--------- --------- ----------
Net Loss $ (12,245) $ (7,552) $ (161,072)
========= ========= ==========
Loss per Share $ (0.01) $ (0.01)
========= =========
The accompanying notes are an integral part of these financial statements.
F-3
TINTIC GOLD MINING COMPANY
[An Exploration Stage Company]
STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)
FROM THE DATE OF INCEPTION ON DECEMBER 31, 1997
THROUGH DECEMBER 31, 2005
[Restated]
Unrealized
Deficit Gains
Accumulated (Losses) on
Common Stock Capital in During the Available- Total
____________ Excess of Exploration For-Sale Stockholder's
Shares Amount Par Value Stage Securities Equity
_________ _________ _________ _________ _________ _____________
BALANCE,
December 31,
1997 231,797 $ 232 $ 39,743 $ - $ - $ 39,975
Net Income
for December
31, 1997
through
December 31,
2000 - - - 11,007 - 11,007
Unrealized
losses
available-for-
sale-securities,
net of tax - - - - (278) (278)
Stock issued
for services in
December 2001
at $.30 per
share 50,006 50 14,950 - - 15,000
Net loss for
the year ended
December 31,
2001 - - - (35,530) - (35,530)
Unrealized
losses
available-for-
sale-securities,
net of tax - - - - 278 278
_________ _________ _________ _________ _________ _____________
BALANCE,
December 31,
2001 281,803 282 54,693 (24,523) - 30,452
Stock issued
for services
in December,
2002 at $.175
per share 134,153 134 23,343 - - 23,477
Net loss for
the year ended
December 31,
2002 - - - (34,774) - (34,774)
_________ _________ _________ _________ _________ _____________
BALANCE,
December 31,
2002 415,956 416 78,036 (59,297) - 19,155
Stock issued
for services
in February,
2003 at $.10
per share 536,611 537 53,124 - - 53,661
Stock issued
for services
in December,
2003 at $.10
per share 57,076 57 5,651 - - 5,708
Net loss for
the year ended
December 31,
2003 - - - (81,978) - (81,978)
_________ _________ _________ _________ _________ _____________
BALANCE,
December 31,
2003 1,009,643 $ 1,010 $ 136,811 $(141,275)$ - $ (3,454)
Issuance of
500,000
shares of
Common Stock
for $25,000
or $.05 per
share, August
2004 500,000 500 24,500 - - 25,000
Related party
debt forgiveness
recorded as
capital
contribution - - 3,454 - - 3,454
Net loss for
the year ended
December 31,
2004 - - - (7,552) - (7,552)
_________ _________ _________ _________ _________ _____________
BALANCE,
December 31,
2004
1,509,643 $ 1,510 $ 164,765 $(148,827)$ - $ 17,448
Net loss for
the year ended
December 31,
2005 - - - (12,245) - (12,245)
BALANCE,
December 31,
2005 --------- --------- --------- --------- --------- -------------
1,509,643 $ 1,510 $ 164,765 $(161,072)$ - $ 5,203
========= ========= ========= ========= ========= =============
The accompanying notes are an integral part of these financial statements.
F-4
TINTIC GOLD MINING COMPANY
[An Exploration Stage Company]
STATEMENTS OF CASH FLOWS
For the From Inception
Year Ended on December 31,
December 31, 1997, Through
________________________ December 31,
2005 2004 2005
___________ ___________ _____________
[Restated]
Cash Flows From Operating Activities:
Net loss $ (12,245) $ (7,552) $ (161,072)
Adjustments to reconcile net
loss to net cash used by
operating activities:
Non-cash stock issued for
services rendered - - 97,846
Loss from sale of securities - - (8,086)
Change in assets and liabilities:
(Decrease) in accounts payable (1,960) (675) (34)
(Decrease) in income taxes
payable - - (565)
(Decrease) in accrued interest
payable - (44) -
___________ ___________ _____________
Net Cash (Used) by
Operating Activities (14,205) (8,271) (71,911)
___________ ___________ _____________
Cash Flows From Investing Activities:
Purchase of securities - - (7,609)
Proceeds from sale of securities - - 23,962
___________ ___________ _____________
Net Cash Provided by
Investing Activities - - 16,353
___________ ___________ _____________
Cash Flows From Financing Activities:
Proceeds from note payable -
related party - - 3,501
Proceeds from related party advances - 1,210 1,210
Proceeds from sale of common stock - 25,000 25,000
___________ ___________ _____________
Net Cash Provided by
Financing Activities - 26,210 29,711
___________ ___________ _____________
Net Increase (Decrease) in Cash (14,205) 17,939 (25,847)
Cash at Beginning of Period 20,731 2,792 32,373
___________ ___________ _____________
Cash at End of Period $ 6,526 $ 20,731 $ 6,526
___________ ___________ _____________
Supplemental Disclosures of Cash Flow Information:
Cash paid during the periods for:
Interest $ - $ - $ -
Income taxes $ - $ - $ 3,565
Supplemental Schedule of Noncash Investing and Financing Activities:
For the year ended December 31, 2005
None
For the year ended December 31, 2004
In March 2004, the Company issued 1,009,643 shares of common stock to
acquire mining claims from its former Parent. The shares are being held
in escrow for future distribution to the shareholders of parent upon
completion of a SEC registration for the shares.
In March 2004 Officers and shareholders of the Company forgave $3,454 in
notes payable and related interest payable. Due to the related party
nature of the debt forgiveness, the Company recorded the forgiveness as a
capital contribution.
The accompanying notes are an integral part of these financial statements.
F-5
TINTIC GOLD MINING COMPANY
[An Exploration Stage Company]
NOTES TO FINANCIAL STATEMENTS
NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
History and Nature of Business - Tintic Gold Mining Company ("the
Company") was organized under the laws of the State of Nevada on March
8, 2004 as a wholly-owned subsidiary of Tintic Gold Mining Company
("Parent"), a Utah corporation, (now known as KIWA Bio-Tech Products
Group Corporation). The Company was founded for the purpose of
continuing the exploration of the mining claims of its former Parent.
On March 12, 2004 as part of an acquisition agreement, Parent acquired
KIWA Bio-Tech Products Group Corporation ("KIWA").
Following the organization of the Company, Parent transferred all of its
mining claims to the Company in exchange for 1,009,643 of the Company's
common stock. The mining claims include three patented mining claims
known as the Emerald, Ruby and Diamond Lode Mining Claims located in the
central portion of the Tintic Mining District, Juab County, Utah.
Parent placed the Company's shares into escrow for the benefit of
Parent's pre-acquisition shareholders. Following the successful
registration of the shares with the U.S. Securities and Exchange
Commission, the escrow agent will distribute the 1,009,643 shares to the
shareholders of record of Parent as of March 5, 2004.
Tintic Gold Mining Company ("Parent") was incorporated in the State of
Utah on June 14, 1933. Parent was incorporated for the purpose of
mining, milling, ore reducing, and smelting. At the time of its
incorporation, Parent acquired certain patented mining claims from the
Emerald Mining Company, which mining claims the Company continues to
own. These mining claims are located in the Tintic Mining District of
Juab County, Utah. Prior to December 31, 1997, the Parent was dormant.
Quasi-Reorganization. On June 21, 2001, a majority of the shareholders
of Parent approved a quasi-reorganization of Parent, retroactive to
December 31, 1997. On June 21, 2001, the Parent amended its articles of
incorporation to reduce the par value per share from $0.10 to $0.001. As
a result of the quasi-reorganization, the common stock of Parent was
written down to its par value of $0.001 per share, the accumulated
deficit of $191,797 was eliminated, and additional paid-in capital was
adjusted to reflect the difference between the historical cost of
existing assets and liabilities as of December 31, 1997.
Financial Statement Presentation. The accompanying financial statements
include the prior operations of Parent from its inception of exploration
stage activities on December 31, 1997 through the spin-off of the
Company, and include the accounts of the Company from its date of
incorporation to the date of the financial statements.
Exploration Stage. The Company is considered to be an Exploration Stage
Company, however, the Company does not have any current mining
exploration, development or production activities on its existing
properties. The Company is currently unable to estimate the length of
time necessary to initiate an exploration stage program and has no
assurance that a commercially viable ore body exists in its properties
until appropriate geological work and testing of the mineralized areas
can support an economically feasible evaluation which the Company is
unable to perform due to a lack of working capital.
F-6
TINTIC GOLD MINING COMPANY
[An Exploration Stage Company]
NOTES TO FINANCIAL STATEMENTS
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Continued]
Stock-Based Compensation. Compensation or services that are received
in exchange for the issuance of common stock is recognized based on the
fair value of the services received or the fair value of the common
stock issued, which ever is more reliably measured.
Cash and Cash Equivalents - The Company considers all highly-liquid debt
investments purchased with a maturity of three months or less to be cash
equivalents.
Mining Properties - Pre-operating and mine development costs including
acquisition costs relating to mining properties are capitalized until
such properties are placed in production, disposed of, or abandoned.
The Company periodically reviews its mining property for impairment in
accordance with Statement of Financial Accounting Standards No. 144,
"Accounting for the Impairment or Disposal of Long-Lived Assets".
Income Taxes - The Company accounts for income taxes in accordance with
Statement of Financial Accounting Standards No. 109, "Accounting for
Income Taxes" [See Note 6].
Loss Per Share - The computation of loss per share is based on the
weighted average number of common shares outstanding during the period
presented in accordance with Statement of Financial Accounting Standards
No. 128, "Earnings Per Share" [See Note 7].
Accounting Estimates - The preparation of financial statements in
conformity with accounting principles generally accepted in the United
States of America requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities, the
disclosures of contingent assets and liabilities at the date of the
financial statements, and the reported amount of revenues and expenses
during the reported period. Actual results could differ from those
estimated.
Recently Enacted Accounting Standards - Statement of Financial
Accounting Standards ("SFAS") No. 151, "Inventory Costs - an amendment
of ARB No. 43, Chapter 4", SFAS No. 152, "Accounting for Real Estate
Time-Sharing Transactions - an amendment of FASB Statements No. 66 and
67", SFAS No. 153, "Exchanges of Nonmonetary Assets - an amendment of
APB Opinion No. 29", and SFAS No. 123 (revised 2004), "Share-Based
Payment", SFAS No 154 "Accounting Changes and Error Corrections a
replacement of APB Opinion No. 20 and FASB Statement No. 3", SFAS No.
155 "Accounting for Certain Hybrid Financial Instruments an amendment
of FASB Statements No. 133 and 140", and SFAS No. 156, "Accounting for
the Servicing of Financial Assets", were recently issued. SFAS No. 151,
152, 153, 123 (revised 2004), 154, 155 and 156 have no current
applicability to the Company or their effect on the financial statements
would not have been significant.
NOTE 2 - MINING CLAIMS
At the time of organization, the Company acquired certain patented
mining claims from Parent which were recorded at the carryover basis of
$0 [See Note 3]. The mining claims are located in the Tintic Mining
District of Juab County, Utah. The Company does not have any current
mining exploration, development, or production activities on
F-7
TINTIC GOLD MINING COMPANY
[An Exploration Stage Company]
NOTES TO FINANCIAL STATEMENTS
NOTE 2 - MINING CLAIMS CONTINUED
its existing properties. The Company intends to explore its existing
properties in the future and to acquire additional mining properties
that contain potential exploration opportunities if funding becomes
available for such purpose.
NOTE 3 - CAPITAL STOCK
Common Stock - The Company has authorized 50,000,000 shares of common
stock with a par value of $.001.
In August 2004 the Company issued 500,000 shares of common stock. The
shares were issued for cash of $25,000, or $.05 per share.
In March 2004, in connection with its organization, the Company issued
1,009,643 shares of its previously authorized but unissued common stock
for mining claims of Parent valued at carryover basis of $0.
In December 2003, the Company issued 57,076 shares of common stock for
services rendered valued at $5,708 or $.10 per share.
In February 2003, the Company issued 536,611 shares of common stock to
members of the board of directors, the Company's legal counsel and
shareholders for services rendered valued at $53,661 or $.10 per share.
In December 2002, the Company issued 134,153 shares of common stock for
services rendered valued at $23,477 or $.175 per share.
In December 2001, the Company issued 50,006 shares of common stock for
services rendered valued at $15,000 or $.30 per share.
Stock Split - On January 17, 2003, the board of directors approved a one
share for ten shares reverse stock split. The financial statements have
been retroactively restated for the effects of the reverse split for all
periods presented.
NOTE 4 - RELATED PARTY TRANSACTIONS
Related Party Advances - During the year ended December 31, 2004, the
officers and shareholders of the Company advanced the Company $1,210.
The advances bear no interest and are due on demand.
On September 30, 2003, the Company issued a note payable to a group of
shareholders. The note was callable on October 1, 2006 and accrued
interest at a rate of five percent. In connection with the
recapitalization of the Company, the debt and related interest totaling
$3,454 was forgiven and recorded as a contribution to capital.
Management Compensation - For the years ended December 31, 2005 and
2004, the Company did not pay any compensation to any officer or
director of the Company.
F-8
TINTIC GOLD MINING COMPANY
[An Exploration Stage Company]
NOTES TO FINANCIAL STATEMENTS
NOTE 4 - RELATED PARTY TRANSACTIONS CONTINUED
Office Space - The Company has not had a need to rent office space. An
officer of the Company is allowing the Company to use his address, as
needed, at no expense to the Company.
NOTE 5 - GOING CONCERN
The accompanying financial statements have been prepared in conformity
with accounting principles generally accepted in the United States of
America, which contemplate continuation of the Company as a going
concern. However, the Company was only recently formed and has not yet
been successful in establishing profitable operations. These factors
raise substantial doubt about the ability of the Company to continue as
a going concern. In this regard, management is proposing to raise any
necessary additional funds not provided by operations through loans or
through additional sales of their common stock or through a possible
business combination. There is no assurance that the Company will be
successful in raising this additional capital or in achieving profitable
operations. The financial statements do not include any adjustments
that might result from the outcome of these uncertainties.
NOTE 6 - INCOME TAXES
The Company accounts for income taxes in accordance with Statement of
Financial Accounting Standards No. 109, "Accounting for Income Taxes".
SFAS No. 109 requires the Company to provide a net deferred tax
asset/liability equal to the expected future tax benefit/expense of
temporary reporting differences between book and tax accounting methods
and any available operating loss or tax credit carryforwards.
The Company has available at December 31, 2005 an unused net operating
loss carryforward of approximately $19,797 which may be applied against
future taxable income and which expires in 2025. The amount of and
ultimate realization of the benefits from the net operating loss
carryforwards for income tax purposes is dependent, in part, upon the
tax laws in effect, the future earnings of the Company, and other future
events, the effects of which cannot be determined. Because of the
uncertainty surrounding the realization of the net deferred tax assets,
the Company has established a valuation allowance equal to their tax
effect and, therefore, no deferred tax asset has been recognized. The
net deferred tax assets are approximately $2,950 and $1,100 as of
December 31, 2005 and 2004, with an offsetting valuation allowance of
the same amount. The change in the valuation allowance for the year
ended December 31, 2005 is approximately $1,850.
F-9
TINTIC GOLD MINING COMPANY
[An Exploration Stage Company]
NOTES TO FINANCIAL STATEMENTS
NOTE 7 - LOSS PER SHARE
The following data shows the amounts used in computing loss per share:
For the Year Ended
December 31,
2005 2004
[Restated]
Loss from continuing operations available
to common shareholders (numerator) $ (12,245) $ (7,552)
Weighted average number of common shares
outstanding used in loss per share for
the period (denominator) 1,509,643 1,195,435
Dilutive loss per share was not presented, as the Company had no common
stock equivalent shares for all periods presented that would affect the
computation of diluted loss per share.
NOTE 8 - COMMITMENTS AND CONTINGENCIES
Former Officer - During 1980, a former president of Parent entered into
an agreement with Parent whereby he settled a note due from Parent and
relinquished his direct control of Parent. Among other consideration,
Parent conveyed to the former president a 3% net smelter return on any
ores sold from its historical patented mining claims held, plus surface
rights. Parent retained rights to enter and exit the property for
exploration and mining activity. In March 2004, the Company issued
1,009,643 shares of common stock for the mining claims of Parent [See
Note 2].
Environmental - In 2002 the Utah Department of Environmental Quality
conducted soil sampling in the town of Mammoth, Utah, in an area
adjacent to the Company's mining claims. Those samples indicate
elevated contaminated metals levels. The nearby Mammoth mine had
significant workings and production in the past, while the Company's
properties have only had a small amount of ore produced. The source of
the elevated contaminants is unclear. No claims have been made against
the Company nor has anyone asserted that the Company is a responsible
party. The Environmental Protection Agency has listed Eureka, Utah, as a
"superfund" clean-up site. While the Company's properties are in the
same overall mining district as Eureka, Utah, the Company does not
expect the Eureka, Utah, superfund cleanup project will expand to
include either the Mammoth area or the Company's properties. The
Company is not aware of any state or federal agency's plan or intention
to do any environmental cleanup or other work to or with any property
located in or near Mammoth or the Company's properties.
Stock Distribution. If the proposed spin-off or distribution of shares
cannot be lawfully accomplished for reasons now unknown, the Company
will be required to sell the mining claim assets and distribute the net
proceeds to those shareholders that would have been entitled to receive
the stock dividend and consequent distribution.
F-10
TINTIC GOLD MINING COMPANY
[An Exploration Stage Company]
NOTES TO FINANCIAL STATEMENTS
NOTE 9 - SUBSEQUENT EVENT
Upon registration of the Company's shares with the U.S. Securities and
Exchange Commission, the shares of the Company placed in escrow by
Parent will be distributed to the stockholders of Parent as of the
record date, March 5, 2004.
NOTE 10 RESTATEMENT
The Company has previously restated its financial statements for the
year ended December 31, 2004 to include the prior operations of our
former Parent in our financial statements.
Accordingly, the accompanying financial statements include the prior
operations of our former Parent from its inception of the exploration
stage on December 31, 1997 through the date of our spin-off.
At December 31, 2004, this restatement had no effect on total assets,
total liabilities, total stockholders' equity, or on earnings per share.
The following table highlights the significant areas of change from
those originally reported for the year ended December 31, 2004:
Year Ended December 31, 2004
_________________________________________
As originally
Reported Restated
December 31, December 31,
2004 2004 Change
_____________ ___________ ____________
Total assets $ 20,731 $ 20,731 $ -
________________________ ____________
Net income (loss) $ (7,552) $ (7,552) $ -
_____________ ___________ ____________
Basic earnings per share $ (0.01) $ (0.01) $ -
_____________ ___________ ____________
Capital in excess of par value $ 23,490 $ 164,765 $ 141,275
_____________ ___________ ____________
Deficit accumulated during the
exploration stage $ (7,552) $ (148,827) $ (141,275)
_____________ ___________ ____________
F-11
TINTIC GOLD MINING COMPANY
(An Exploration Stage Company)
CONDENSED BALANCE SHEET
(Unaudited)
June 30,
2006
ASSETS
Current Assets
Cash $ 1,264
------------
Total Current Assets 1,264
------------
$ 1,264
============
LIABILITIES AND STOCKHOLDER'S EQUITY
Current Liabilities
Accounts payable $ -
Related party advances 1,210
------------
Total Current Liabilities 1,210
Stockholders' Equity
Common Stock - $0.001 par value; 50,000,000
shares autorized; 1,509,643 shares issued
and outstanding 1,510
Capital in excess of par value 164,765
Deficit accumulated during exploration stage (166,221)
------------
Total Stockholder's Equity 54
------------
$ 1,264
============
The accompanying notes are an integral part of these unaudited condensed
financial statements.
F-2
TINTIC GOLD MINING COMPANY
(An Exploration Stage Company)
CONDENSED STATEMENTS OF OPERATIONS
(Unaudited)
For the Period
From
December 31, 1997
(Date of inception
For the Six of the Exploration
Months Ended June 30, Stage) Through
2006 2005 June 30, 2006
Revenues $ - $ - $ -
---------- --------- ----------
Total Revenues - - -
Expenses
General & Administrative 5,149 3,275 98,900
Failed acquisition costs - - 85,758
---------- --------- ----------
Total Expenses 5,149 3,275 184,658
---------- --------- ----------
Loss From Operations (5,149) (3,275) (184,658)
Other Income
Interest Income - - 8,632
Interest Expense - - (44)
Gain on Sale of Securities - - 8,084
---------- --------- ----------
Total Other Income - - 16,672
---------- --------- ----------
Loss Before Income Taxes (5,149) (3,275) (167,986)
Current Tax Expense - - (1,765)
Deferred Tax Expense - - -
---------- --------- ----------
Net Loss $ (5,149) $ (3,275) $ (166,221)
========== ========= ==========
Loss per Share $ (0.00) $ (0.00)
========== =========
The accompanying notes are an integral part of these unaudited condensed
financial statements.
F-3
TINTIC GOLD MINING COMPANY
(An Exploration Stage Company)
CONDENSED STATEMENTS OF CASH FLOWS
(Unaudited)
For the Period
From
December 31, 1997
(Date of inception
For the Six of the Exploration
Months Ended June 30, Stage) Through
2006 2005 June 30, 2006
Cash flows from operating activities:
Net loss $ (5,149) $ (3,275) $ (166,221)
Adjustments to reconcile net
loss to net cash used by operating
activities:
Non-cash stock issued for
services rendered - - 97,846
Loss from sale of securities - - (8,086)
Change in assets and liabilities:
Increase (Decrease) in accounts
payable (113) 627 (147)
(Decrease) in income taxes payable - - (565)
Increase (Decrease) in accrued
interest payable - - -
---------- ------------ -----------
Net cash (Used) by operating
activities (5,262) (2,648) (77,173)
Cash flows from investing activities:
Purchase of securities - - (7,609)
Proceeds from sale of securities - - 23,962
---------- ------------ -----------
Net cash provided by investing
activities - - 16,353
Cash flows from financing activities:
Proceeds from note payable - related
party - - 3,501
Proceeds from related party advances - - 1,210
Proceeds from sale of common stock - - 25,000
---------- ------------ -----------
Net cash provided by financing
activities - - 29,711
---------- ------------ -----------
Net Increase (Decrease) in cash (5,262) (2,648) (31,109)
Cash at beginning of period 6,526 20,731 32,373
---------- ------------ -----------
Cash at end of period $ 1,264 $ 18,083 $ 1,264
========== ============ ===========
Supplemental Disclosures of Cash Flow Information:
Cash paid during the periods for:
Interest $ - $ - $ -
Income taxes $ - $ - $ 3,565
Supplemental Schedule of NonCash Investing and Financing Activities
For the Six Months Ended June 30, 2006:
None
For the Six Months Ended June 30, 2005:
None
The accompanying notes are an integral part of these unaudited condensed
financial statements.
F-4
TINTIC GOLD MINING COMPANY
(An Exploration Stage Company)
NOTES TO CONDENSED FINANCIAL STATEMENTS
(Unaudited)
NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
History and Nature of Business - Tintic Gold Mining Company ("the
Company") was organized under the laws of the State of Nevada on March
8, 2004 as a wholly-owned subsidiary of Tintic Gold Mining Company
("Parent"), a Utah corporation, (now known as KIWA Bio-Tech Products
Group Corporation). The Company was founded for the purpose of
continuing the exploration of the mining claims of its former Parent.
On March 12, 2004 as part of an acquisition agreement, Parent acquired
KIWA Bio-Tech Products Group Corporation ("KIWA").
Following the organization of the Company, Parent transferred all of its
mining claims to the Company in exchange for 1,009,643 of the Company's
common stock. The mining claims include three patented mining claims
known as the Emerald, Ruby and Diamond Lode Mining Claims located in the
central portion of the Tintic Mining District, Juab County, Utah.
Parent placed the Company's shares into escrow for the benefit of
Parent's pre-acquisition shareholders. Following the successful
registration of the shares with the U.S. Securities and Exchange
Commission, the escrow agent will distribute the 1,009,643 shares to the
shareholders of record of Parent as of March 5, 2004.
Tintic Gold Mining Company ("Parent") was incorporated in the State of
Utah on June 14, 1933. Parent was incorporated for the purpose of
mining, milling, ore reducing, and smelting. At the time of its
incorporation, Parent acquired certain patented mining claims from the
Emerald Mining Company, which mining claims the Company continues to
own. These mining claims are located in the Tintic Mining District of
Juab County, Utah. Prior to December 31, 1997, the Parent was dormant.
Condensed Financial Statements. The accompanying financial statements
have been prepared by the Company without audit. In the opinion of
management, all adjustments (which include only normal recurring
adjustments) necessary to present fairly the financial position, results
of operations and cash flows at June 30, 2006 and 2005 and for the
periods then ended have been made.
Certain information and footnote disclosures normally included in
financial statements prepared in accordance with accounting principles
generally accepted in the United States of America have been condensed
or omitted. It is suggested that these condensed financial statements
be read in conjunction with the financial statements and notes thereto
included in the Company's December 31, 2005 audited financial
statements. The results of operations for the periods ended June 30,
2006 and 2005 are not necessarily indicative of the operating results
for the full year.
F-5
TINTIC GOLD MINING COMPANY
[An Exploration Stage Company]
NOTES TO CONDENSED FINANCIAL STATEMENTS
(Unaudited)
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Continued]
Quasi-Reorganization. On June 21, 2001, a majority of the shareholders
of Parent approved a quasi-reorganization of Parent, retroactive to
December 31, 1997. On June 21, 2001, the Parent amended its articles of
incorporation to reduce the par value per share from $0.10 to $0.001. As
a result of the quasi-reorganization, the common stock of Parent was
written down to its par value of $0.001 per share, the accumulated
deficit of $191,797 was eliminated, and additional paid-in capital was
adjusted to reflect the difference between the historical cost of
existing assets and liabilities as of December 31, 1997.
Financial Statement Presentation. The accompanying financial statements
include the prior operations of Parent from its inception of exploration
stage activities on December 31, 1997 through the spin-off of the
Company, and include the accounts of the Company from its date of
incorporation to the date of the financial statements.
Exploration Stage. The Company is considered to be an Exploration Stage
Company, however, the Company does not have any current mining
exploration, development or production activities on its existing
properties. The Company is currently unable to estimate the length of
time necessary to initiate an exploration stage program and has no
assurance that a commercially viable ore body exists in its properties
until appropriate geological work and testing of the mineralized areas
can support an economically feasible evaluation which the Company is
unable to perform due to a lack of working capital.
Stock-Based Compensation. Compensation or services that are received
in exchange for the issuance of common stock is recognized based on the
fair value of the services received or the fair value of the common
stock issued, which ever is more reliably measured.
Cash and Cash Equivalents - The Company considers all highly-liquid debt
investments purchased with a maturity of three months or less to be cash
equivalents.
Mining Properties - Pre-operating and mine development costs including
acquisition costs relating to mining properties are capitalized until
such properties are placed in production, disposed of, or abandoned.
The Company periodically reviews its mining property for impairment in
accordance with Statement of Financial Accounting Standards No. 144,
"Accounting for the Impairment or Disposal of Long-Lived Assets".
Income Taxes - The Company accounts for income taxes in accordance with
Statement of Financial Accounting Standards No. 109, "Accounting for
Income Taxes" [See Note 6].
Loss Per Share - The computation of loss per share is based on the
weighted average number of common shares outstanding during the period
presented in accordance with Statement of Financial Accounting Standards
No. 128, "Earnings Per Share" [See Note 7].
Accounting Estimates - The preparation of financial statements in
conformity with generally accepted accounting principles in the United
States of America requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities, the
disclosures of contingent assets and liabilities at the date of the
financial statements, and the reported amount of revenues and expenses
during the reported period. Actual results could differ from those
estimated.
F-6
TINTIC GOLD MINING COMPANY
[An Exploration Stage Company]
NOTES TO CONDENSED FINANCIAL STATEMENTS
(Unaudited)
Recently Enacted Accounting Standards - Statement of Financial
Accounting Standards ("SFAS") No. 151, "Inventory Costs - an amendment
of ARB No. 43, Chapter 4", SFAS No. 152, "Accounting for Real Estate
Time-Sharing Transactions - an amendment of FASB Statements No. 66 and
67", SFAS No. 153, "Exchanges of Nonmonetary Assets - an amendment of
APB Opinion No. 29", and SFAS No. 123 (revised 2004), "Share-Based
Payment", SFAS No 154 "Accounting Changes and Error Corrections a
replacement of APB Opinion No. 20 and FASB Statement No. 3", SFAS No.
155 "Accounting for Certain Hybrid Financial Instruments an amendment
of FASB Statements No. 133 and 140", and SFAS No. 156, "Accounting for
the Servicing of Financial Assets", were recently issued. SFAS No. 151,
152, 153, 123 (revised 2004), 154, 155 and 156 have no current
applicability to the Company or their effect on the financial statements
would not have been significant.
NOTE 2 - MINING CLAIMS
At the time of organization, the Company acquired certain patented
mining claims from Parent which were recorded at the carryover basis of
$0 [See Note 3]. The mining claims are located in the Tintic Mining
District of Juab County, Utah. The Company does not have any current
mining exploration, development, or production activities on its
existing properties. The Company intends to explore its existing
properties in the future and to acquire additional mining properties
that contain potential exploration opportunities if funding becomes
available for such purpose.
NOTE 3 - CAPITAL STOCK
Common Stock - The Company has authorized 50,000,000 shares of common
stock with a par value of $.001.
In August 2004 the Company issued 500,000 shares of common stock. The
shares were issued for cash of $25,000, or $.05 per share.
In March 2004, in connection with its organization, the Company issued
1,009,643 shares of its previously authorized but unissued common stock
for mining claims of Parent valued at carryover basis of $0.
In December 2003, the Company issued 57,076 shares of common stock for
services rendered valued at $5,708 or $.10 per share.
In February 2003, the Company issued 536,611 shares of common stock to
members of the board of directors, the Company's legal counsel and
shareholders for services rendered valued at $53,661 or $.10 per share.
In December 2002, the Company issued 134,153 shares of common stock for
services rendered valued at $23,477 or $.175 per share.
In December 2001, the Company issued 50,006 shares of common stock for
services rendered valued at $15,000 or $.30 per share.
Stock Split On January 17, 2003, the board of directors approved a one
share for ten shares reverse stock split. The financial statements have
been retroactively restated for the effects of the reverse split for all
periods presented.
F-7
TINTIC GOLD MINING COMPANY
[An Exploration Stage Company]
NOTES TO CONDENSED FINANCIAL STATEMENTS
(Unaudited)
NOTE 4 - RELATED PARTY TRANSACTIONS
Related Party Advances - During the year ended December 31, 2004, the
officers and shareholders of the Company advanced the Company $1,210.
The advances bear no interest and are due on demand.
On September 30, 2003, the Company issued a note payable to a group of
shareholders for proceeds of $3,501. The note was callable on October
1, 2006 and accrued interest at a rate of five percent. For the year
ended December 31, 2003 interest of $44 was accrued but not paid. In
connection with the recapitalization of the Company, the debt and
related interest was forgiven and recorded as a contribution to capital.
Management Compensation - For the six months ended June 30, 2006 and
2005, the Company did not pay any compensation to any officer or
director of the Company.
Office Space - The Company has not had a need to rent office space. An
officer of the Company is allowing the Company to use his address, as
needed, at no expense to the Company.
NOTE 5 - GOING CONCERN
The accompanying financial statements have been prepared in conformity
with generally accepted accounting principles in the United States of
America, which contemplate continuation of the Company as a going
concern. However, the Company was only recently formed and has not yet
been successful in establishing profitable operations. These factors
raise substantial doubt about the ability of the Company to continue as
a going concern. In this regard, management is proposing to raise any
necessary additional funds not provided by operations through loans or
through additional sales of their common stock or through a possible
business combination. There is no assurance that the Company will be
successful in raising this additional capital or in achieving profitable
operations. The financial statements do not include any adjustments
that might result from the outcome of these uncertainties.
NOTE 6 - INCOME TAXES
The Company accounts for income taxes in accordance with Statement of
Financial Accounting Standards No. 109, "Accounting for Income Taxes".
SFAS No. 109 requires the Company to provide a net deferred tax
asset/liability equal to the expected future tax benefit/expense of
temporary reporting differences between book and tax accounting methods
and any available operating loss or tax credit carryforwards.
The Company has available at June 30, 2006 an unused operating loss
carryforward of approximately $24,946 which may be applied against
future taxable income and which expires in 2026. The amount of and
ultimate realization of the benefits from the operating loss
carryforwards for income tax purposes is dependent, in part, upon the
tax laws in effect, the future earnings of the Company, and other future
events, the effects of which cannot be determined. Because of the
uncertainty surrounding the realization of the net deferred tax assets,
the Company has established a valuation allowance equal to their tax
effect and, therefore, no deferred tax asset has been recognized. The
net deferred tax assets are approximately $3,742 as of June 30, 2006 and
$2,950 as of
F-8
TINTIC GOLD MINING COMPANY
[An Exploration Stage Company]
NOTES TO CONDENSED FINANCIAL STATEMENTS
(Unaudited)
NOTE 6 - INCOME TAXES CONTINUED
December 31, 2005, with an offsetting valuation allowance of the same
amount resulting in a change in valuation allowance of approximately
$792 during the six months ended June 30, 2006.
NOTE 7 - LOSS PER SHARE
The following data shows the amounts used in computing loss per share:
For the Six Months Ended
June 30,
2006 2005
Loss from continuing operations available to
common shareholders (numerator) $ (5,149) $ (3,275)
Weighted average number of common shares
outstanding used in loss per share for
the period (denominator) 1,509,643 1,509,643
Dilutive loss per share was not presented, as the Company had no common
stock equivalent shares for all periods presented that would affect the
computation of diluted loss per share.
NOTE 8 - COMMITMENTS AND CONTINGENCIES
Former Officer - During 1980, a former president of Parent entered into
an agreement with Parent whereby he settled a note due from Parent and
relinquished his direct control of Parent. Among other consideration,
Parent conveyed to the former president a 3% net smelter return on any
ores sold from its historical patented mining claims held, plus surface
rights. Parent retained rights to enter and exit the property for
exploration and mining activity. In March 2004, the Company issued
1,009,643 shares of common stock for the mining claims of Parent [See
Note 2].
Environmental - In 2002 the Utah Department of Environmental Quality
conducted soil sampling in the town of Mammoth, Utah, in an area
adjacent to the Company's mining claims. Those samples indicate
elevated contaminated metals levels. The nearby Mammoth mine had
significant workings and production in the past, while the Company's
properties have only had a small amount of ore produced. The source of
the elevated contaminants is unclear. No claims have been made against
the Company nor has anyone asserted that the Company is a responsible
party. The Environmental Protection Agency has listed Eureka, Utah, as a
"superfund" clean-up site. While the Company's properties are in the
same overall mining district as Eureka, Utah, the Company does not
expect the Eureka, Utah, superfund cleanup project will expand to
include either the Mammoth area or the Company's properties. The
Company is not aware of any state or federal agency's plan or intention
to do any environmental cleanup or other work to or with any property
located in or near Mammoth or the Company's properties.
F-9
TINTIC GOLD MINING COMPANY
[An Exploration Stage Company]
NOTES TO CONDENSED FINANCIAL STATEMENTS
(Unaudited)
NOTE 8 - COMMITMENTS AND CONTINGENCIES - CONTINUED
Stock Distribution. If the proposed spin-off or distribution of shares
cannot be lawfully accomplished for reasons now unknown, the Company
will be required to sell the mining claim assets and distribute the net
proceeds to those shareholders that would have been entitled to receive
the stock dividend and consequent distribution.
NOTE 9 SUBSEQUENT EVENT
Upon registration of the Company's shares with the U.S. Securities and
Exchange Commission, the shares of the Company placed in escrow by
Parent will be distributed to the stockholders of Parent as of the
record date, March 5, 2004.
F-10
Dealer Prospectus Delivery Obligation
Until 90 days from the date of this prospectus, all dealers that effect
transactions in these securities, whether or not participating in this
offering, may be required to deliver a prospectus. This is in addition to the
dealers' obligation to deliver a prospectus when acting as underwriters and
with respect to their unsold allotments or subscriptions.
PART II
Information Not Required in Prospectus
ITEM 24. Indemnification of Directors and Officers
In reliance on applicable provisions of the Nevada Revised Statutes such as
NRS 78.7502 titled "Discretionary and mandatory indemnification of officers,
directors, employees and agents: General provisions" and NRS 78.751 titled
"Authorization required for discretionary indemnification; advancement of
expenses; limitation on indemnification and advancement of expenses," and to
the full extent otherwise permitted under Nevada law, our Articles of
Incorporation and By-laws contemplate full indemnification of our officers,
directors and other agents against certain liabilities. This means that
officers, directors and other agents of the Company may not be liable to
shareholders for errors in judgment or other acts or omissions not amounting
to intentional misconduct, fraud or a knowing violation of the law. Officers
and directors are also indemnified generally against expenses actually and
reasonably incurred in connection with proceedings, whether civil or criminal,
provided that it is determined that they acted in good faith, were not found
guilty and in any criminal matter, and had reasonable cause to believe that
their conduct was not unlawful. See our Articles of Incorporation and By-laws
attached to our initial Form SB-2 and incorporated in this document by
reference as Exhibits 3.1 and 3.2, respectively. Though officers and directors
are accountable to us as fiduciaries, which means that officers and directors
are required to exercise good faith and integrity in handling company affairs,
purchasers of the securities registered hereby should be on notice that they
may have a more limited right of action as a result of these various
indemnification provisions than they might otherwise have.
Insofar as indemnification for liabilities arising under the Securities Act of
1933 may be permitted to officers, directors and controlling persons of the
Company pursuant to the foregoing provisions, or otherwise, the Company has
been advised that in the opinion of the United States Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Act and is, therefore, unenforceable.
Tintic-Nevada does not have any directors' or officers' liability insurance
nor does it have any plans to obtain any.
ITEM 25. Other Expenses of Issuance and Distribution
The estimated expenses payable by Tintic-Nevada in connection with the
issuance and distribution of the securities being registered are as follows:
SEC Registration Fee*........................................ $ 00
Legal Fees and Expenses*.......................................... $8,000
Accounting Fees and Expenses*.............................. $3,000
Financial Printing*.......................................... $ 500
Transfer Agent Fees*......................................... $2,000
Blue Sky Fees and Expenses*.................................. $1,000
Miscellaneous*............................................... $ 500
----------
----------
TOTAL........................................................ $15,000
==========
- ------------------ * Estimated.
52
ITEM 26. RECENT SALES OF UNREGISTERED SECURITIES
Pursuant to and as part of the merger transaction discussed above with Kiwa,
Tintic-Nevada, a wholly owned subsidiary of Tintic-Utah, was formed. On or
about March 12, 2004, the date of the closing of the merger transaction with
Kiwa, Tintic-Nevada issued one single restricted stock certificate
representing 1,009,643 shares in the name of "Tintic Gold Mining Company" a
Utah corporation, namely, Tintic-Nevada's parent corporation. This amount of
shares was selected because this is the exact number of Tintic-Utah shares
issued and outstanding on the record date of the merger, namely, March 5,
2004. This stock issuance was done in consideration for the conveyance, to us
and from our former parent, Tintic-Utah, of the mineral claims we currently
own. This stock-for-mining claims transaction was done solely by and between
us and our former parent corporation and therefore, it did NOT involve a
public offering of securities. Because it was an unregistered stock issuance,
the transaction was undertaken in reliance on a specific exemption from
federal and state registration, specifically, the section 4(2) or private
offering exemption and the corollary state law exemption provided under state
law. Since this the transaction was between a parent corporation and its
subsidiary, there was no general solicitation. The purpose of this stock
issuance was to enable our stock transfer agent, Cottonwood Stock Transfer, to
hold this certificate for the benefit of the March 5, 2004, Tintic-Utah
shareholders, pending the effectiveness of the registration statement covering
the distribution contemplated by this document. See the heading above titled
"The Distribution."
During August 2004, in an effort to raise the working capital necessary to
carry out our duties and obligations under the Distribution Agreement, we
issued 500,000 "restricted" shares of common stock to our officers and
directors and another stockholder (a total of four persons) in consideration
for a total of $25,000 in cash. This was a private, non-public transaction
with such 4 individuals, 3 of whom are affiliated directly with us as part of
management. As officers and directors of us, the issuer, three of such
persons met the definition of an "accredited investor" contained in Regulation
D of the General Rules and Regulations of the Commission. Our legal counsel,
the fourth person who so purchased shares for cash, was deemed a sophisticated
investor and did not need a purchaser representative to make the decision for
him about whether to invest. The stock was sold at five (5) cents per share,
a price which management determined was the fair value of such shares. This
stock issuance has raised $25,000 for us and thus allowed us to undertake this
registration statement and the consequent distribution of shares, all in order
to carry out our obligations under the Distribution Agreement. This stock
issuance, as in the case of the issuance of the 1,009,643 shares issued by us
in March 2004, was done in reliance on the private offering exemption from
registration contained in Section 4(2) of the Securities Act of 1933 and the
corollary state law exemption. There was no general solicitation.
53
ITEM 27. Exhibits and Financial Statement Schedules
Exhibit No. Description of Document
- ----------- -----------------------
1.1 Distribution Agreement*
3.1 Articles of Incorporation*
3.2 By-Laws*
4.1 Form of or Specimen Common Stock Certificate*
5.1 Opinion of Mabey & Coombs, L.C.*
5.2 Amended Opinion of Mabey & Coombs, L.C.**
5.3 Second Amended Opinion of Mabey & Coombs, LC
10.1 Special Warranty Deed*
10.2 March 12, 2004 Plan and Agreement of Merger
By and between Kiwa and Tintic-Utah***
23.1 Consent of Pritchett Siler & Hardy**
23.2 Consent of Mabey & Coombs, L.C.*
23.3 Consent of Bruce Yeomans**
23.4 Consent of Pritchett Siler & Hardy***
23.5 Consent of Mabey & Coombs, L.C.***
23.6 Consent of Bruce Yeomans***
23.7 Consent of Pritchett Siler & Hardy****
23.8 Consent of Mabey & Coombs, L.C.****
23.9 Consent of Bruce Yeomans****
23.10 Consent of Hansen, Barnett & Maxwell****
99.1 Map showing actual location of mineral claims
99.2 Index map showing where mineral claims are
situated in relation to Juab County and State
of Utah****
99.3 Stock Purchase Agreement involving
predecessor stock****
99.4 Stock Purchase Agreement involving
predecessor stock****
99.5 Stock Purchase Agreement involving
predecessor stock****
99.6 Stock Purchase Agreement involving
predecessor stock****
99.7 Stock Purchase Agreement involving
predecessor stock****
23.11 Consent of Pritchett Siler & Hardy*****
23.12 Consent of Hansen Barnett & Maxwell*****
23.13 Consent of Pritchett Siler & Hardy
23.14 Consent of Hansen Barnett & Maxwell
- ---------------
*Filed previously with our initial Form SB-2 Registration Statement.
**Filed with our second amended Form SB-2 Registration Statement.
***Filed with our third amended Form SB-2 Registration Statement.
****Filed with our fourth amended Form SB-2 Registration Statement.
*****Filed with our fifth amended Form SB-2 Registration Statement.
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ITEM 28. Undertakings
The undersigned Registrant undertakes to provide to participating broker-
dealers, at the closing, certificates in those denominations and registered in
those names as required by the participating broker-dealers, to permit prompt
delivery to each purchaser.
The undersigned Registrant also undertakes:
(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;
(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 to the registration statement) which, individually or in
the aggregate, represent a fundamental change in the information set forth in
the registration statement;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to that information in the registration statement; Provided,
however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
registration statement is on Form S-3 or Form S-8, and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed by the registrant under section 13 or
section 15(d) of the Securities Exchange Act of 1934 that are incorporated by
reference in the registration statement.
(2) That, for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered in that amendment,
and the offering of those securities at that time shall be deemed to be the
initial bona fide offering of those securities.
Insofar as indemnification for liabilities arising under the Securities Act of
1933 (the "Securities Act") may be permitted to directors, officers and
controlling persons of the registrant under the specified provisions, or
otherwise, the Registrant has been advised that in the opinion of the
Securities and Exchange Commission (the "Commission") that indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against those
liabilities (other than the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or preceding) is asserted by that
director, 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 whether such indemnification by it is
against public policy as expressed in the Securities Act and will be governed
by the final adjudication of that issue.
The undersigned Registrant also undertakes that it will:
(1) For determining any liability under the Securities Act, treat the
information omitted from the form of prospectus filed as a part of this
registration statement in reliance upon Rule 430A and contained in a form of
prospectus filed by the Registrant under Rule 424(b)(1), or (4) or 497(h)
under the Securities Act as part of this registration statement as of the time
the Commission declared it effective.
(2) For determining any liability under the Securities Act, treat each post-
effective amendment that contains a form of prospectus as a new registration
statement for the securities offered in the registration statement, and that
offering of the securities at that time as the initial bona fide offering of
those securities.
55
Signatures
In accordance with the requirements of the Securities Act of 1933, as amended,
the registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements of filing on Form SB-2/A and authorized this
amended registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the city of Salt Lake City, State of Utah, on
the 31th day of August, 2006.
TINTIC GOLD MINING COMPANY
By:/s/GEORGE P. CHRISTOPULOS
- -------------------------
GEORGE P. CHRISTOPULOS, Chairman of
the Board, Principal or Chief Executive Officer (CEO), Principal or Chief
Financial Officer (CFO), Controller or Principal Accounting Officer, and
President
By:/s/Hugh N. Coltharp
- -------------------------
HUGH N. COLTHARP, Director and Secretary
In accordance with the requirements of the Securities Act of 1933, as amended,
this registration statement was signed by the following persons in the
capacities and on the dates stated:
/s/George P. Christopulos /s/Hugh N. Coltharp
---------------------- ----------------
George P. Christopulos Hugh N. Coltharp
Chairman of the Board, CEO, President, Secretary and Director
Chief Financial Officer, and Principal
Accounting Officer
August 31, 2006 August 31, 2006
56