UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-QSB
(X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the third quarter ended September 30, 2006
( ) TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ___________ to ___________
Commission File Number: 333-119742
TINTIC GOLD MINING COMPANY
(Exact name of small business issuer as specified in its charter)
NEVADA 87-0448400
(State of incorporation) (I.R.S. EMPLOYER ID NO.)
3131 Teton Drive
Salt Lake City, Utah 84109
(Address of principal executive offices) (Zip Code)
(801) 485-3939
(Issuer's telephone number, including area code)
Check whether the issuer (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes [ ] No [X]
Indicate by check mark whether the registrant is a shell company (as defined
in Rule 12b-2 of the Exchange Act).
Yes [ ] No [X]
The number of shares outstanding of each of the Issuer's classes of common
equity, as of the latest practicable date:
Class Outstanding as of November 6, 2006
- ----------------- ----------------------------------------
Common Capital Voting Stock, 1,509,643 shares
$0.001 par value per share
FORWARD-LOOKING STATEMENTS
This third Quarterly Report on Form 10-QSB, Financial Statements and Notes to
Financial Statements contain forward looking-statements. All statements made
in this Report or in another Report incorporated by reference that are not
statements of historical fact are forward-looking statements. These include
but are not limited to certain statements of expectation concerning the
precious metals industry, the demand for precious metals, and the sources and
potential for a mining partner or joint venturer who would be interested in
financing or working with us to undertake an exploration program on our 44
acres of mineral claims. We do not intend to forecast what may or may not
occur in the future, nor will we predict that any particular event may or may
not occur. Management emphasizes that it can neither control nor predict many
of these risks and uncertainties. Accordingly, we caution the reader not to
place undue reliance on any forward-looking statements, which speak only as of
the date of the respective Report. Important factors could cause actual
results to differ from those expressed in any forward-looking statements.
PART 1 - FINANCIAL INFORMATION
Item 1. Financial Statements.
TINTIC GOLD MINING COMPANY
[An Exploration Stage Company]
UNAUDITED CONDENSED FINANCIAL STATEMENTS
September 30, 2006
TINTIC GOLD MINING COMPANY
[An Exploration Stage Company]
CONTENTS
PAGE
- Unaudited Condensed Balance Sheets,
September 30,2006 and December 31, 2005 4
- Unaudited Condensed Statements of Operations,
for the three and nine months ended September 30,
2006 and 2005 and from inception on December 31, 1997
through September 30, 2006 5
- Unaudited Condensed Statements of Cash Flows,
for the nine months ended September 30, 2006 and 2005
and from inception on December 31,1997
through September 30, 2006 6
- Notes to Unaudited Condensed Financial Statements 7-12
TINTIC GOLD MINING COMPANY
(An Exploration Stage Company)
CONDENSED BALANCE SHEET
(Unaudited)
September 30, December 31,
2006 2005
ASSETS
CURRENT ASSETS:
Cash $ 918 $ 6,526
------------ ---------
Total Current Assets 918 6,526
------------ ---------
$ 918 $ 6,526
============ =========
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES:
Accounts payable $ 6,810 $ 113
Related party advances 1,210 1,210
------------ ---------
Total Current Liabilities 8,020 1,323
STOCKHOLDERS' EQUITY (DEFICIT):
Common Stock - $0.001 par value; 50,000,000
shares authorized; 1,509,643 shares issued
and outstanding September 30, 2006 and December
31, 2005 1,510 1,510
Capital in excess of par value 164,765 164,765
Deficit accumulated during exploration stage (173,377) (161,072)
------------ ---------
Total Stockholder's Equity (Deficit) (7,102) 5,203
------------ ---------
$ 918 $ 6,526
============ =========
The accompanying notes are an integral part of these unaudited condensed
financial statements.
F-4
TINTIC GOLD MINING COMPANY
(An Exploration Stage Company)
CONDENSED STATEMENTS OF OPERATIONS
(Unaudited)
TINTIC GOLD MINING COMPANY
[An Exploration Stage Company]
CONDENSED STATEMENTS OF OPERATIONS
(Unaudited)
From inception of
exploration stage
on December 31,
For the Three For the Nine 1997, through
Months Ended Months Ended September 30,
September 30, September 30,
2006 2005 2006 2005 2006
Revenues $ - $ - $ - $ - $ -
-------- -------- -------- -------- ----------
Total Revenues - - - - -
Expenses
General &
Administrative 7,156 7,867 12,305 11,143 106,056
Failed acquisition
costs - - - - 85,758
-------- -------- -------- -------- ----------
Total Expenses 7,156 7,867 12,305 11,143 191,814
-------- -------- -------- -------- ----------
Loss From Operations (7,156) (7,867) (12,305) (11,143) (191,814)
-------- -------- -------- -------- ----------
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 (7,156) (7,867) (12,305) (11,143) (175,142)
Current Income
Taxes (Benefit) - - - - (1,765)
Deferred Tax Expense - - - - -
-------- -------- -------- -------- ----------
Net Loss $ (7,156) $ (7,867) $(12,305) $(11,143) $ (173,377)
======== ======== ======== ======== ==========
Loss per Share $ (0.00) $ (0.01) $ (0.01) $ (0.01)
======== ======== ======== ========
The accompanying notes are an integral part of these unaudited condensed
financial statements.
F-5
TINTIC GOLD MINING COMPANY
(An Exploration Stage Company)
CONDENSED STATEMENTS OF CASH FLOWS
(Unaudited)
From inception of
exploration stage
For the Nine on December 31,
Months Ended September 30, 1997, Through
2006 2005 September 30, 2006
Cash flows used in operating activities:
Net income (loss) $ (12,305) $ (11,143) $ (173,377)
Adjustments to reconcile net
loss to net cash used in operating
activities:
Non-cash stock issued for
services rendered - - 97,846
(Gain) Loss from sale of securities - - (8,086)
Change in operating assets and
liabilities:
Increase (decrease) in accounts
payable 6,697 1,812 6,663
(Decrease) in income taxes payable - - (565)
---------- ------------ -----------
Net cash used in operating
activities (5,608) (9,331) (77,519)
Cash flows from investing activities:
Purchase of securities - - (7,609)
Proceeds from sale of securities - - 23,962
---------- ------------ -----------
Net cash flows provided by
investing activities - - 16,353
Cash flows from financing activities:
Proceeds from note payable - related
party - - 3,501
Proceeds from related party advances - - 1,210
Proceeds from sale of common stock - - 25,000
---------- ------------ -----------
Net cash flows from financing
activities - - 29,711
---------- ------------ -----------
Net increase (decrease) in cash (5,608) (9,331) (31,455)
Cash and cash equivalents at
beginning of period 6,526 20,731 32,373
---------- ------------ -----------
Cash and cash equivalents at
end of period $ 918 $ 11,400 $ 918
========== ============ ===========
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
$ - $ - $ -
The accompanying notes are an integral part of these unaudited condensed
financial statements.
F-6
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 shares 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 September 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 September
30, 2006 and 2005 are not necessarily indicative of the operating
results for the full year.
F-7
TINTIC GOLD MINING COMPANY
[An Exploration Stage Company]
NOTES TO CONDENSED FINANCIAL STATEMENTS
(Unaudited)
NOTE 1 - ORGANIZATION AND 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].
F-8
TINTIC GOLD MINING COMPANY
[An Exploration Stage Company]
NOTES TO CONDENSED FINANCIAL STATEMENTS
(Unaudited)
NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES -
CONTINUED
Accounting Estimates - The preparation of financial statements in
conformity with accounting principles generally accepted in the United
States of America requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities, the
disclosures of contingent assets and liabilities at the date of the
financial statements, and the reported amount of revenues and expenses
during the reported period. Actual results could differ from those
estimated.
Recently Enacted Accounting Standards - Statement of Financial
Accounting Standards ("SFAS") No. 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", SFAS No. 156, "Accounting for the
Servicing of Financial Assets", SFAS No. 157, "Fair Value Measurements",
and SFAS No. 158 "Employers Accounting for Defined Benefit Pension and
Other Postretirement Plans - an amendment of FASB Statements No. 87, 88,
106 and 132(R)', were recently issued. SFAS No. 151, 152, 153, 123
(revised 2004), 154, 155, 156, 157 and 158 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 2004 the Company issued a total of 1,509,643 shares of common stock
of which 500,000 shares were issued for cash of $25,000, or $.05 per
share and 1,009,643 shares were issued for mining claims of Parent
valued at carryover basis of $0.
F-9
TINTIC GOLD MINING COMPANY
[An Exploration Stage Company]
NOTES TO CONDENSED FINANCIAL STATEMENTS
(Unaudited)
NOTE 4 - RELATED PARTY TRANSACTIONS
Related Party Advances - As of September 30, 2006 officers and
shareholders of the Company had advanced the Company a total of
$1,210. The advances bear no interest and are due on demand.
Management Compensation - For the nine months ended September 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 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 September 30, 2006 an unused operating
loss carryforward of approximately $32,102 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 $4,815 as
of September 30, 2006 and $2,950 as of December 31, 2005, with an
offsetting valuation allowance of the same amount resulting in a
change in valuation allowance of approximately $1,865 during the nine
months ended September 30, 2006.
F-10
TINTIC GOLD MINING COMPANY
[An Exploration Stage Company]
NOTES TO CONDENSED FINANCIAL STATEMENTS
(Unaudited)
NOTE 7 - LOSS PER SHARE
The following data shows the amounts used in computing loss per
share:
For the Three Months Ended For the Nine Months Ended
September 30, September 30,
2006 2005 2006 2005
Loss from continuing
available to common
shareholders (numerator) $ (7,156) $ (7,867) $ (12,305) $ (11,143)
Weighted average number
of common shares
outstanding used in loss
per share for the period
(denominator) 1,509,643 1,509,643 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 3].
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-11
TINTIC GOLD MINING COMPANY
[An Exploration Stage Company]
NOTES TO CONDENSED FINANCIAL STATEMENTS
(Unaudited)
NOTE 9 - SUBSEQUENT EVENT
On October 20, 2006, the officers and directors of the Company made an equity
investment in the Company of $21,025 in order to purchase "restricted" shares
at 5 cents per share. There will be a total investment of $30,000 from the
officers and directors and a shareholder at 5 cents a share. When the full
amount is received, a total of 600,000 "restricted" shares will be issued in
exchange for the $30,000 investment. There is currently a shortfall of $8,975,
an equity investment that will be made shortly to make up the difference
between $21,025 and $30,000. None of the 600,000 "restricted" shares have
been issued by the Company and they will not be issued until the total amount
of $30,000 is received by the Company.
F-12
Item 2. Management's Discussion and Analysis or Plan of Operation.
Tintic Gold Mining Company ("Tintic Gold," "Company," "we" or "us") is a
start-up, exploration stage mining company that has not yet generated or
realized any revenues from its business operations. As a precious metals
mineral exploration company, our goal is to obtain a partner or joint
venturer with the funding and expertise necessary to explore our patented
mining claims known as the Emerald, Diamond and Ruby Claims located in the
Tintic Mining District of Juab County, Utah, approximately one quarter of a
mile from the town of Mammoth, Utah (hereinafter "mineral claims") for their
gold and zinc potential. These mineral claims contain one fairly extensive
mine or mining shaft called the Emerald Mine and two other significant mines,
shafts, holes or "prospecting pits," the depths of which are currently
unknown. For safety purposes, that is, to prevent trespassers from injuring
themselves, the Emerald Mine has been fenced off and is currently
inaccessible. At the same time, the shaft collar is also partially blocked
with debris and mine timbers.
Having been formed in March 2004 as a wholly owned subsidiary of a Utah
corporation then known as Tintic Gold Mining Company, a company that had
been in existence since 1933, we have been in the process of emerging from the
development stage, getting audited financial statements on ourselves, and
filing a Form SB-2 registration statement with the Commission in order to
distribute our shares to the shareholders of our former parent as of March
5, 2004, a process that commenced two years ago in October 2004 and which is
called a "spin-off" transaction. Recently, on October 18, 2006, nearly two
years after our initial submission of a Form SB-2 registration statement to
the Securities and Exchange Commission ("Commission"), the Commission
allowed our Form SB-2/A registration statement to go effective. This effort
registered the declared stock dividend and consequent distribution of
1,009,643 shares to the shareholders of our former Utah parent corporation
as of March 5, 2004. For more information in this regard, reference is made
to our seventh amended Form SB-2/A on file on the Commission's website known
as Edgar. This document contains, within it, the prospectus that was recently
mailed out to our shareholders.
Having completed the first phase of our business plan and plan of operation
that involved getting a comprehensive geology report on our claims
completed, we are now in the position of pursuing the second phase of our
business plan. This is the phase in which we are attempting to obtain a joint
venture mining exploration partner to finance and engage in the exploration of
our patented mining claims.
Selected Financial Data
Because we had no exploration or other operational mining-related activities
during the quarter that resulted in revenues, selected financial data would
not be particularly meaningful. Reference is thus made to our quarterly
financial statements included in Item 1 above. All of our activities during
the quarter were devoted towards getting our Form SB-2/A registration
statement declared effective by the Commission, an endeavor that we have been
working on for the last two years. During our third quarter, specifically,
during September, we did conduct a tour of our mineral claims with a project
manager employed by a large U.S. mining company whose stock trades on the New
York Stock Exchange. Our expert and consulting geologist, Mr. Bruce Yeomans,
accompanied us on that tour. This employee of the mining company had
previously been given a copy of our geology report authored by Mr. Yeomans.
During our fourth quarter which commenced on October 1, 2006 and because we
have run out of cash, our officers and directors and a major shareholder will
be investing $30,000 in us in exchange for the issuance of a total of 600,000
"restricted" shares, an investment at $0.05 per share. The Board of Directors
had determined that this is a fair price under the current circumstances. See
the section or heading below titled "Unregistered Sales of Equity Securities
and Use of Proceeds." The cash in our checking account on September 30,
2006, was $893 and we had $25 in savings. Other than what we may currently owe
our auditors and other than between $5,000 and $6,000 that we currently owe
our legal counsel, we have no other outstanding bills or payables that we are
aware of as of the date of this report.
Liquidity and Capital Requirements
At of the date of this report and even upon receipt of the additional $30,000
investment mentioned in the previous paragraph, we lack the necessary capital
to implement a full-fledged mineral exploration program. Since our
incorporation in March 2004 and since the acquisition of our mineral claims
from our then-parent corporation, our working capital has been funded by an
investment made in us from our officers and directors and one shareholder.
Given that we will be getting a $30,000 cash infusion in exchange for the
issuance of stock under the private placement or Rule 506 exemption from
registration, we will be able to satisfy our cash requirements for at least
the next 12 months in that $30,000 will be sufficient to satisfy our cash
requirements during that period and keep us current in our 1934 Exchange Act
reporting obligations. If more capital is needed upon the expiration of the
next 12 months, these same officers, directors and the one shareholder will
make a further investment with us. We believe that within the next three (3)
years from October 2006, we should be able to complete our business plan.
If not, we will know by then what it will take to complete it. Management
believes that the ability to locate and "sign up" a joint venture partner or
mining company partner of some kind may be difficult, and will depend upon a
variety of factors such as the price of gold and zinc over the next year or
two, the cost of mining exploration at that time, and possibly, interest
rates, factors and circumstances that are beyond our control and which cannot
be predicted with any certainty. We currently have no specific sources of
financing, including bank, private lending sources, or equity capital sources.
We also cannot assure anyone that we will be able to develop any joint venture
partner sources in the future. Further, we are unable to guarantee that at the
expiration of three years from the date that our registration statement with
the Commission became effective, that individual members of management will
continue to advance us sufficient money to allow us to continue in our
reporting obligations. We do not mean to imply, however, that individual
members of management will NOT continue to advance us funds beyond the next
three years, particularly if there is likelihood that we will be able to
complete our business plan if we continue beyond the next three years. On the
other hand, it is also conceivable that we can locate a joint venture partner
in less than three years or, we might learn that we cannot locate a joint
venture partner within that time frame. If management does not desire to loan
or advance sufficient funds to continue beyond the next three years for the
simple reason that the prospects of our business plan look bleak, we may be
required to look at other business opportunities, the form of which we cannot
predict at this time as to do so would be highly speculative on our part.
To implement our business plan and engage in an exploratory drilling program
on our Emerald, Diamond and Ruby Claims, we will need substantial additional
funding and expertise from a strategic mining partner or joint venturer.
Because this requirement is in the more distant future and because, over the
last two years, we have devoted our time and energy into completing our SB-2/A
registration statement, management is only beginning to develop specific
methods or plans of contacting and seeking out such possible joint venture and
partnership candidates. As of the date of this Quarterly Report we have only
contacted less than half a dozen persons or entities that we believe would be
interested in so participating. See discussion under "Management's Plan of
Operation" below. At the same time, no assurance can be given that we can or
will enter into a joint venture and or other partnership relationship
necessary to fund the exploration of our mineral claims as contemplated in our
Plan of Operation below, namely, our proposed drilling exploration plan or
program.
We have few assets and limited capital, with no operations and no current
sources of income.
It is anticipated that we will require only nominal capital to maintain our
corporate viability and the funds necessary for this limited purpose will be
provided by officers and directors for at least the next three years. However,
unless we are able to enter into a partnership or joint venture relationship
with an experienced mining entity willing to finance our intended exploration,
we will likely not be able to achieve our operational goals. In such event,
management will be forced to look at other business opportunities.
In 2002, the EPA declared the Eureka, Utah, area, approximately 3 miles from
us, as a "Super-Fund" site for lead contamination. The EPA is reputedly
spending as much as $40 million in clean-up costs. These clean-up efforts, so
we are told, should be completed within the next 3 years. One of the
principal polluters or contaminators that the EPA has gone after for
reimbursement of clean-up costs is Chief Consolidated Mining. In fact, an
order was entered a year or two ago against Chief Consolidated Mining,
assessing them $60 million in EPA clean-up costs. We mention this because we
have received no notice from the EPA that the Mammoth, Utah, area is or will
ever be designated as a "Super-Fund" site. Accordingly, it is highly unlikely
that we would ever be assessed clean-up costs. At the same time, our mineral
claims never had a mill or significant mining dump of any kind on them and
therefore, we believe that there is virtually no likelihood that the EPA would
ever assess us for any historical pollution or contamination of any kind.
MANAGEMENT'S PLAN OF OPERATION
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 SB-2 registration statement, a document available on the SEC's data
base known as Edgar. Reference is made to www.sec.gov. As of October 18,
2006, the date of our prospectus, a prospectus soon thereafter disseminated to
our shareholders, we had approximately $900 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, our former parent corporation, 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 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
us 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. 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.
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 starting in
early 2004 appears to have made the overall exploration environment more
financing-friendly (silver, for example, having recently attained over $12.50
per ounce and gold being over $625 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. We therefore hired Mr. Bruce Yeomans, our
expert and consulting geologist, to prepare an extensive geology report. This
task was finally completed on April 24, 2005. Because Mr. Yeomans' report
provides a 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 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. 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 and $2,000. As of now, and unless requested or
required by a mineral exploration partner, we do not believe that this cost or
expense will be necessary.)
2) Evaluate the status of adjacent mineral claims, so that investor interest
will not be limited to the three claims we hold. Several of the mineral
targets trend off of our claims. (The adjacent claims to which we refer are
known as the Grand Central Claims. While we have not thoroughly evaluated the
status of these adjacent claims, we know the owner and have been in
discussions with the owner over the last several years. This individual, who
is also a geologist, has indicated to us that he would be willing to work out
a suitable arrangement with a mineral exploration partner, if we can bring one
to the table. There is no cost associated with this step or sequence of
events, as what information needs to be known about the Grand Central Claims
and their geology can and would be supplied by the 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 the 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.
Our legal counsel distributed the report to a Canadian mining company and
also, to a London, England-based mining company. We do not believe it is
appropriate to identify their names without their written consent.)
5) Keep abreast of ongoing EPA 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 a willingness 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 had not taken any systematic action to contact them until our
registration statement with the Commission has become effective and the
distribution subject thereof 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. In September, that is,
during our third quarter, a project manager of this mining company accompanied
us on a tour of the property.)
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. As stated above, during September, we took an employee,
actually a project manager, of a large mining company on a tour of our mineral
claims. Mr. Yeomans was kind enough to accompany us.)
8) Negotiate a 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 last month, that is, in September, we took them on a day-
long tour of 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 geologist, G.W. Crane during his District-wide ore controls
evaluation. Crane felt that this mineralization was evidence of the southerly
continuation of the Centennial Ore Channel mined in the Grand Central and
Centennial-Eureka Mines. Crane wrote in an internal report to U.S. Smelting
and Refining:
"The Emerald Mine happens to be at the extreme southern, or gold/copper
end of the Gemini or Centennial Channel, the largest producer of five
major ore zones, and for this and other reasons, is due to become a
producer of ore consisting of gold. On the same fissure, to which
recent developments in the Emerald Mine have been directed, ore bodies
on the lower levels of the Grand Central Mine have their principle
values in gold and copper, indicating the trend in the direction of the
Emerald." (G. Crane, March 28, 1933).
2. Generalized Exploration Targets on the Tintic Gold Claims.
The majority of all Tintic Main District ore is preferentially developed
within only five of the numerous Paleozoic carbonate formations that have been
found to be present in the District. Of these units, a formation named the
Ajax Formation has hosted most of the copper-gold production in the District.
The Ajax Formation crops out extensively on the Tintic Gold mineral claims
group and is cut by intersecting faults which are known to be mineralized in
the Emerald Mine workings and in the adjacent Grand Central, Mammoth and
Centennial-Eureka Mines. The Ajax Formation on our claims is near vertical to
steeply west dipping and lies on the western limb of the broad Tintic
Syncline. The most persistently mineralized portion of the formation is the
Emerald Unit which lies in the lower half of the 640 foot thick Ajax
Formation. The Emerald is a medium grained grayish-white colored massive
dolomite bed that lies about 100 to 180 feet above the base of the unit and
averages about 30 feet thick. Ore mined in the deepest portions of the Grand
Central (Grand Central Ore Channel) and Centennial-Eureka Mines (Oklahoma
Stopes) which are located directly north of the Tintic Gold ground, is also
hosted by the Ajax Formation. In those mines, however, the Ajax Formation
dips about 45 degrees to the north and the bedding conformable ore is
subhorizontal since they lie near the axial plane of the syncline at a mine
depth of from 1,900 to 2,300 feet.
We believe, at the present time, that the up dip extension of the mineralized
Ajax host in the Grand Central and Centennial-Eureka Mines is the best
exploration target on our claims. The Ajax Formation -- especially the
Emerald member -- is cross cut by the ore controlling, generally steeply west
dipping, north trending sinistral faults, namely, the Iron Break Fissure
(Grand Central and Centennial-Eureka Mines), the West Break Fissure (Grand
Central Mine), the West Mammoth Split Fault (Mammoth Mine), the Mammoth Fault
(Mammoth Mine) and the Grand Central Fault (Grand Central Mine). The
sinistral or northerly trending faults provide the conduits and structural
preparation for potential ore development in the reactive and brittle
carbonates that are present there. We believe that these faults in the Ajax
Formation are especially good targets for exploration where they are
intersected by east-west faults.
3. Specific Exploration Targets on the Tintic Gold Mineral Claims.
On the 600 Level (6,224 feet above mean sea level ("amsl")) of the Emerald
Mine, southeast of the shaft (6,830 feet amsl), a winze was sunk on a vein of
gold bearing quartz in the Ajax Formation. The vein is reported by G. Crane
to have positive gold assays in the winze and small sublevel drift. The vein
lies on the intersection of the east-west striking 245 Fissure in the Emerald
Mine and the sinistral, northeast striking Iron Break Fissure which carries 2
to 3 opt silver in the Centennial-Eureka Mine 1800 foot level drift (4,935
feet amsl). The Iron Break Fissure controls north trending ore deposition in
the Opohonga Formation in the Grand Central Mine 1300 to 1800 foot levels
(5,828 to 5,347 feet amsl) and in the large westerly trending Ajax Formation
stopes on the 2000 to 2300 foot levels (5,147 to 4,845 feet amsl). Crane
believed that this intersection and the gold-bearing quartz was the top of an
irregular ore pipe that was 5 to 6 feet in diameter where exposed in the
workings. He felt that additional prospecting should be conducted below this
mineralization in the Ajax and Opex Formation carbonates.
On the Emerald 600 Level (6,224 feet amsl), drifting on the level to the south
of the quartz vein described above cut various positive gold results
approximately 350 feet and 950 feet away in the Ajax and underlying Opex
Formations. The lowest of the assay results was on the lower Ajax formation
probably on a fault but it is not described. The higher or more positive
assay value is on a north-north east striking 60 to 72 degree west dipping
fault where it is cut by an east-west striking fault. Another positive gold
result was collected by Crane on the 600 Emerald Level where the same south
drift in the Ajax Formation crosses into the underlying Opex Formation. We
believe that these scattered gold values found by Crane deserve testing for
potential bonanza grade mineralization in the receptive lower Ajax and
underlying Opex Formation carbonates.
We also believe that the 1300 foot long by 1000 foot wide exploration gap
between the southwestern-most stopes on the Grand Central Mine 2000 to 2300
foot levels (5,147 to 4,845 feet amsl) and the northern-most drifts on the
Emerald 700, 900 and 1000 foot levels (6,124, 5,924 & 5,824 feet amsl) should
be evaluated. The northeast trending steeply west dipping West Break (Grand
Central Mine), Iron Break Fissure (Grand Central and Centennial-Eureka Mines),
and West Mammoth Split (Mammoth Mine) should be tested, especially where they
are cut by the steeply dipping east-west striking cross faults. We believe
that the prime area for exploration and possible ore development in this
exploration gap is at fault intersections which occur in the Ajax Formation as
it dips towards the Grand Central stopes.
If the reader needs assistance on our use of technical, geologic or mining
terms, reference is made to our seventh amended registration statement on Form
SB-2 filed with Commission in early October 2006 which contains a heading
titled "Glossary of Terms to Assist the Reader in Understanding Technical
Terminology."
The Phased Nature of Our Planned or Proposed Exploration Program.
The following discussion sets forth the two phase exploration program that we
would recommend or which we would suggest to an interested joint venture
exploration partner:
A two phase exploration program is recommended and which may involve a total
expenditure of US $2,658,000. We believe our claims have excellent targets
for drill testing as shown by geology, structural controls to known
mineralization, and historic underground sampling results in the Ajax and Opex
Formations. The program would utilize both reverse circulation and core
drilling to confirm the presence, tenor and characteristics of mineralization
indicated in the historic underground sampling results.
An initial surface drilling program of ten reverse circulation drill holes
approximately 840 feet deep would target the 1,000 foot long area of gold
anomalous ground intersected on the Emerald 600 foot level. This area is
located east and southeast of the Emerald Shaft. The drill holes would be
collared to test areas of historic high grade gold sampled by Crane in the
late 1920's. Two additional reverse circulation drill holes would be collared
to test the northeast extension of potential mineralization along the Iron
Break Fissure, located northeast of the Emerald Shaft. Results of historic
sampling in the Centennial-Eureka Mine workings by Crane indicate significant
silver mineralization on the fissure. Drill holes collared in this area would
have completion depths of approximately 1,000 feet and would also test the
prospective Ajax Formation located above the mineralized fissure. Drill holes
in this program would be spaced relatively close to one another because of the
discrete, high-grade nature of mineralization in the Tintic District.
Prior to drilling, patented claim corners would be reestablished in the field
using a licensed surveyor to ensure project activities are conducted within
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 $516,600
Recommended Phase II Expenditures
Item
Expenses in US$
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. Meetings 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 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.
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.
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.
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.
Employees.
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.
Future Need to Obtain a Mineral Exploration Permit from DOGM.
In the event that we obtain the mining partners or joint venturers necessary
to engage in a mineral exploration program, we, or our partner(s), we will
have to incur the added expense of going through the state regulatory process
necessary to obtain the requisite mining exploratory permits. We do not at
this time know the cost of going through the permitting process; however,
based on our legal counsel's discussions with the Utah Department of Oil, Gas
& Mining (DOGM), we do not believe this cost would be substantial. We would
hope that any exploration partner or joint venturer we enter into business
with will have gone through this process before and will thus have the staff,
know-how, and other resources and capabilities to proceed through this process
quickly and efficiently. The permitting process in this regard directly
affects our Plan of Operation because it requires the expenditure of
additional funds, funds in addition to those necessary to actually explore our
mineral claims.
Item 3. Controls and Procedures.
We maintain controls and procedures designed to ensure that the information
required to be disclosed in the reports that we file or submit under the
Securities Exchange Act of 1934 is recorded, processed, summarized and
reported within the time periods specified in the rules and forms of the
Securities and Exchange Commission. Based upon our evaluation of those
controls and procedures performed as of the end of the period covered by this
report, our chief executive officer and the principal financial officer (or
persons performing similar functions) concluded that our disclosure controls
and procedures were effective. As a result of its evaluation, we have made no
significant changes in our internal controls or other factors that could
significantly affect the controls and other procedures already in place.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings.
None.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
During the quarter, we exhausted our cash reserves as a result of the expenses
incurred by us over the last two years in getting our Form SB-2/A registration
statement cleared by the Commission, an event that finally occurred on October
18, 2006. Pursuant to this registration statement, we have now disseminated
the prospectus portion thereof (included in our seventh amended registration
statement) to those shareholders of record in our former parent corporation as
of March 5, 2004. The purpose for which we therefore filed our Form SB-2
registration statement has now been accomplished, that is, we have complied
with the original Distribution Agreement with our former parent corporation,
and we will now continue to file periodic reports with the Commission on a
quarterly and annual basis. The only other Commission filing we must do in
order to make ourselves "fully reporting" is to file a Form 8-A. We intend to
do this within the next 30 days. Because we have depleted our cash reserves,
our officers and directors and one other shareholder are in the process of
investing $30,000 in us during our existing fourth quarter in exchange for the
issuance of a total of 600,000 "restricted" shares. This investment will be
at a price of $0.05 per share. Our Board of Directors has determined that,
given that there is no trading or other market for our stock, this is a fair
price per share under the current circumstances. This was the same price that
"restricted" shares were previously issued to the same people in August 2004
in exchange for a $25,000 equity investment in us. These shares will be
imprinted with a "restrictive" legend and will be subject to an investment
letter. The proceeds resulting from this investment by our corporate insiders
will be used for working capital and to continue to pay our reporting, legal
and accounting fees, costs and expenses over the next 12 months or longer.
The securities exemption for this stock issuance to such four individuals is,
or will be, the Section 4(2) and Utah state corollary exemption known as
Section 14(2)(n) exemption or, alternatively, the exemption provided in Rule
506 of Regulation D, a federal exemption that preempts state law and which
does not require us to obtain a separate state exemption from registration.
Item 3. Defaults upon Senior Securities.
None.
Item 4. Submission of Matters to a Vote of Security Holders.
None.
Item 5. Other information.
We are not aware of any other information that should be reported on this
form.
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits
None. All Sarbanes-Oxley certifications are after the signature line at the
end of this document.
(b) Reports on Form 8-K
None.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Issuer has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
TINTIC GOLD MINING COMPANY
(Issuer)
Dated: November 13, 2006
/s/ George P. Christopulos
---------------------------------
By: George P. Christopulos
Its: Chairman of the Board
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, this Report has also been signed below by the following person on
behalf of the Registrant and in the capacities and on the dates indicated.
Dated: November 13, 2006
/s/ George P. Christopulos
---------------------------------
By: George P. Christopulos
Its: President, Chief Executive Officer
and CFO (Principal Accounting and
Financial Officer)