-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, NcqxXYsMMkHml/MUK8E18a7+LCGjPk17rxjTc3oAKZVguqxOJj6HrJFwBzCD3Dug oGyy5XgpK1DeNw11uc/9iw== 0001010412-04-000369.txt : 20041014 0001010412-04-000369.hdr.sgml : 20041014 20041014135216 ACCESSION NUMBER: 0001010412-04-000369 CONFORMED SUBMISSION TYPE: SB-2 PUBLIC DOCUMENT COUNT: 8 FILED AS OF DATE: 20041014 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Tintic Gold Mining CO CENTRAL INDEX KEY: 0001301839 IRS NUMBER: 870448400 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SB-2 SEC ACT: 1933 Act SEC FILE NUMBER: 333-119742 FILM NUMBER: 041078592 BUSINESS ADDRESS: STREET 1: 3131 TETON DRIVE CITY: SALT LAKE CITY STATE: UT ZIP: 84109 BUSINESS PHONE: 801-468-3340 MAIL ADDRESS: STREET 1: 3131 TETON DRIVE CITY: SALT LAKE CITY STATE: UT ZIP: 84109 SB-2 1 sb2.txt REGISTRATION STATEMENT ON FORM SB-2 As filed with the Securities and Exchange Commission on October 14, 2004. Registration No. __________ Securities and Exchange Commission Washington, D.C. 20549 Form SB-2 Registration Statement Under The Securities Act of 1933 Tintic Gold Mining Company (Exact name of registrant as specified in its charter) Nevada 1041 Applied for (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 (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 - ------------------------------------------------------------------------------ (1) Estimated solely for purposes of calculating the registration fee under Rule 457 based upon the book value of the common stock as of September 30, 2004. 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. The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted. Initial Public Offering Prospectus Subject to completion, dated October __, 2004 Tintic Gold Mining Company 1,009,643 Shares of Common Capital Stock Tintic Gold Mining Company, a Nevada corporation ("Tintic-Nevada" or "Issuer" or "Registrant"), is distributing shares of its common stock 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 to be distributed are a stock dividend. This is Tintic-Nevada's initial public offering and no public market currently exists for shares of its common stock to be distributed or received hereby. Tintic-Nevada has no agreements with underwriters for this distribution. As an issuer, is acting as its own underwriter in distributing its common stock for the purpose of this distribution. 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 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 October __, 2004. Tintic Gold Mining Company Prospectus Table of Contents PROSPECTUS SUMMARY ......................................................1 - ------------------ RISK FACTORS.............................................................2 - ------------ CAUTIONARY STATEMENTS....................................................6 - --------------------- USE OF PROCEEDS..........................................................7 - --------------- CAPITALIZATION...........................................................7 - -------------- THE DISTRIBUTION.........................................................7 - ---------------- DIVIDEND POLICY.........................................................10 - --------------- LEGAL PROCEEDINGS.......................................................10 - ----------------- MANAGEMENT'S PLAN OF OPERATION..........................................11 - ------------------------------ BUSINESS................................................................12 - -------- DESCRIPTION OF OUR MINERAL ASSETS OR PROPERTY ACQUIRED AS A RESULT OF THE MERGER..................................................................15 - ------ MANAGEMENT AND PRINCIPAL SHAREHOLDERS OF TINTIC GOLD MINING COMPANY.....20 - ------------------------------------------------------------------- CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS..........................23 - ---------------------------------------------- DESCRIPTION TINTIC GOLD MINING COMPANY CAPITAL STOCK....................23 - ---------------------------------------------------- SHARES ELIGIBLE FOR FUTURE SALE.........................................24 - ------------------------------- UNCLAIMED OR ABANDONED STOCK RESULTING FROM THE DISTRIBUTION............24 - ------------------------------------------------------------ LEGAL MATTERS...........................................................25 - -------------- EXPERTS.................................................................25 - ------- WHERE YOU CAN FIND MORE INFORMATION.....................................25 - ----------------------------------- INDEX TO FINANCIAL STATEMENTS...........................................26 - ----------------------------- Prospectus Summary Overview Before its acquisition by Kiwa Bio-Tech Products Group Corporation ("Kiwa") on March 12, 2004, Tintic Gold Mining Company, a Utah corporation ("Tintic-Utah"), had minimal operations. It owned and maintained, since 1933, mineral properties and related assets and had nominal cash. 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 mining 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 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 reorganization with Tintic-Utah. 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 the legal and accounting fees necessary to carry out the distribution subject of this document. Our business strategy is to maintain our mineral properties and assets, and to initiate relationships with strategic partners to develop our mineral properties if and when strategic partners are identified. 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 Offering Type of security offered.............Common stock, $0.001 par value per share. Number of total outstanding shares...............................1,509,643(1). Common stock outstanding after the offering..................1,509,643 shares. (1) Currently 1,009,643 shares of our common stock are held by and in the name Kiwa, subject 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 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. 1 Risk Factors You should consider the common stock of Tintic-Nevada to be an investment involving a high degree of risk. Please read this entire prospectus and carefully consider the risk involved with this investment, including the factors listed below. This prospectus describes Tintic-Nevada, its finances and assets. Federal and state securities laws require that we include in this prospectus all important information that investors will need to make an investment decision. Because we have a limited and minimal operating history, we may not be able to successfully manage our business or achieve profitability. While we intend to pursue strategies to maintain our mineral properties and identify joint venture partners with which to commence mining exploration operations for the potential recovery of our mineral assets, we cannot assure you that we will be successful in implementing our strategies or that, if implemented, our strategies will result in a profitable business. We have very limited financial resources available to us at this time, which may hinder our ability to begin exploration of our mineral properties. Our current officers and directors have agreed to satisfy our cash operating requirements only over the next three (3) years. There is no written agreement between our officers and directors, on the one hand, and Tintic-Nevada, on the other, to require this financial support and our officers and directors could decide at any time to no longer continue to financially support our company. We have no other source of income at this time and there can be no assurance that we will develop alternative sources of income to fund our company, or that our officers and directors will extend their commitment to fund our company, beyond the next three (3) years. Should our officers and directors decide to no longer provide us with financial support and we are unable to find alternative sources of financing, any exploration of our mineral assets will be highly unlikely. Because we will be entirely dependent on finding a third party mining partner to explore our mineral properties, we will have little control over the exploration process. Consequently, we may not realize any revenues and corresponding earnings to the extent we may have otherwise received had we had greater control of the exploration process. We currently do not have the financial resources to independently explore our mining properties, nor do we anticipate having such financial resources in the future. Therefore, the success in exploring our mineral assets will be entirely dependent upon the financial resources and operations expertise of third parties with whom we may contract, partner or enter into a joint venture arrangement. If we are unable to attract a joint venture partner for the exploration of our mineral assets, we will have minimal operations with no source of revenues and we may, in such event, be considered a "shell" company. Generally, a company is considered a "shell" company if it does not pursue nor has the financial capacity to pursue a business plan or purpose. If we are unable to identify and negotiate an arrangement with a joint venture partner, we will have little prospect for expanding our operations and generating revenues and earnings, and thus, could wind up being considered a "shell" company. 2 We are obligated to provide certain indemnifications to Kiwa, which, if we are required to fulfill, could make it difficult for us to remain financially viable. The distribution agreement and the indemnification provisions contained therein, which are part of the distribution agreement, indemnify Kiwa with respect to any losses, damages, claims and liabilities, financial or otherwise, which may arise from its ownership of the mineral properties before the distribution. Should such a claim or claims be made, we would have to incur the liability of defending such claims on behalf of Kiwa. Because the volatility of metals prices may adversely affect our ability to attract a joint venture mining partner for exploration efforts, we may not realize any potential revenues and subsequent potential earnings from our mineral assets, which, consequently, may have a negative impact on the value of your shares. Our ability to attract a joint venture partner for the mineralization exploration of our properties is directly related to the prices of the metals that may be found in our property. These metals that are apparent on our properties are gold and silver. If prices for these possible metals decline and commercial quantities are established on our property, it may nonetheless NOT be economically feasible for a third party mining company to develop commercial production on our property. Consequently, even if mineralization is found on our property after an exploration program is implemented, we may not realize any economic benefit derived from such exploration and possible subsequent development and the value of your shares could be severely adversely affected. The mineral and metal exploration of our property may not be successful which could lead to our inability to meet our financial obligations at that time. Mineral and metal exploration, particularly for gold and silver, is highly speculative. It involves many risks and is often non-productive. Even if valuable deposits of minerals or metals are found on our property, that is, ore, it may be several years before production is possible. During that time, it may become economically infeasible to produce those minerals or metals. As a result of these costs and uncertainties, we may not be able to realize any revenues from any possible future development of our property for some time, if at all, while having incurred significant expenses in the exploration process. Should this occur, it is unlikely that we will be able to meet our financial obligations at that time. Any potential joint venture mining company partners may be adversely affected by risks and hazards associated with the mining industry, which may limit their ability or desire to explore our mineral assets. Should any such event occur, it would become difficult for us to meet our financial obligations at that time. Mining companies engaging in mining exploration are subject to a number of risks and hazards including: o environmental hazards; o industrial accidents; o labor disputes; o unusual or unexpected geologic formations; o cave-ins; o rockbursts; and o flooding and periodic interruptions due to inclement or hazardous weather conditions. 3 Such risks could result in: o damage to or destruction of mineral properties or producing facilities; o personal injury; o environmental damage; o delays in mining; o monetary losses; and o substantial legal liability. We have been advised that in the opinion of the Securities and Exchange Commission that indemnification for liabilities arising under the Securities Act is against public policy as expressed in the Securities Act and is, therefore, unenforceable. Retained control of Tintic-Nevada by our four principal stockholders will reduce the influence of other stockholders and may lower any trading price of our stock. Upon completion of this distribution, our officers and directors, and one other shareholder, will beneficially own over 50% of our fully diluted outstanding common stock. Accordingly, such persons, if acting together, will have the ability to approve major corporate transactions including those involving amendments to our Certificate of Incorporation or By-laws. As a result, these four individuals will have the ability to control all matters submitted to stockholders for approval, including the election and removal of directors, the consideration of any merger, consolidation, reorganization or sale of all or substantially all of our assets, and control of our management and affairs through the elections of all of our directors. Such concentration of ownership may have the effect of delaying, deferring or preventing a change in control of our company, impeding a merger, consolidation, takeover or other business combination involving us or discouraging a potential acquirer from making a tender offer or otherwise attempting to obtain control of us, which in turn could have an adverse effect on the market price of the our common stock (in the event such a market develops). The loss of services of our current officers and directors, all of whom served on the board of Tintic-Utah since approximately 1981 until its merger with Kiwa, would have a detrimental effect on Tintic-Nevada, as they are, and have been, our single sources of financial support. Our current and future operations are dependent on the efforts, ability and experience of our officers and directors. The loss of their services could have a material adverse impact on our future results of operations. These officers and directors will also provide us with the necessary working capital over the next eighteen months to support our operations, including the costs associated with the identification of a mining company partner to explore our mineral assets. Because there is no trading market for our common stock, you may have difficulty valuing and selling your shares. There is no existing trading market for our common stock to be received by you in the distribution and there can be no assurance as to the establishment of an active trading market. Our common stock does not now, and may never qualify for listing on the Nasdaq Small Cap Market (SM) or any securities exchange. We intend to qualify our common stock for quotation on the Over-The-Counter Bulletin Board ("OTCBB"); however, there is no assurance that 4 this will be achieved. In the absence of an over-the-counter market in our common stock, or listing on an exchange, holders of our common stock will be unable to sell their shares through normal brokerage channels and may be unable to determine the value of their securities accurately. Consequently, selling our shares will probably be more difficult because, for example, only small quantities of shares could be bought or sold at any one time (i.e., the market being illiquid), and transactions could be delayed. Risk Factors Related to Our Mining Assets 1. REALIZATION OF INVESTMENTS IN MINERAL PROPERTIES AND ADDITIONAL CAPITAL NEEDS. The ultimate realization of our investment in our mineral assets or properties is dependent upon, among other factors, the existence of economically recoverable reserves, the ability of us to obtain financing or make other arrangements for exploration, and the profitability of prospective production, once such occurs, if economic feasibility is ever established. There presently exists substantial uncertainty concerning these and other matters and no assurances can be made regarding our expectation of acquiring sufficient funds to finance any exploration operations throughout 2005 and beyond. We do NOT have sufficient capital to implement a full-fledged business development plan or finance our intended operations, let alone to explore our mineral properties. There can be no assurance that we will ever be successful in obtaining the funds required to finance our long- term capital needs. In the event that we cannot attract the necessary financing to engage in a mining exploration program on our properties, we will be required to entertain and implement other business strategies, including the possibility of strategies not related to mining. 2. ABSENCE OF RECENT MINING ACTIVITY. There have been no significant mining activities on our properties recently, except for limited assessment and exploration work during the late 1980's and early to mid-1990's. After Centurion Mines Corporation and its successor, Grand Central Mining, no other mining company or entity has made any offer to purchase, lease, or engage in any other transaction, such as a joint venture, with respect to our mineral property. Although we incur only nominal expense to preserve our ownership and maintain our property, it presently receives no revenue or other income for that purpose. 3. UNCERTAINTY OF DEMAND FOR TINTIC-TYPE, OXIDIZED ORE. Due to the development of modern hydrometallurgical processes, the absence of suitable smelters, and the availability of more cost-effective techniques, it is uncertain what the future level of demand will be for the type of oxidized mineralization present in the vicinity of our properties. Also, the amount it could cost to reopen and finance an exploration operation is likely to be dependent upon several factors. These include: acceptable price levels of the relevant metals; milling and smelting availability; fluctuations in market demand over time; extent of competition with other companies; availability of acceptable construction costs; availability of acceptable labor costs; feasibility of obtaining economical housing facilities; manageable equipment costs; realistic capital costs; and the acceptability of other price and cost variables. 4. RELIANCE UPON ESTIMATES AND ASSUMPTIONS. Exploration stage mining companies use the evaluation work of professional geologists, geophysicists, and engineers to make estimates in determining whether to acquire an interest in property, or to commence exploration work. These estimates generally rely on scientific and economic assumptions, and in some instances may not be 5 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. 5. UNCERTAINTY OF TOPOGRAPHICAL EFFECT ON EXPLORATION. Our properties are located in mountainous terrain. Because the surface of the land has a topographic relief, any ruggedness in the overlying area could affect the location of drilling sites and shafts, as well as the construction of industrial facilities. It also could require that additional exploration or drilling on the property be accessed below ground. These outcomes are uncertain at present, and we cannot provide assurances that they will not have a materially adverse effect on the ability of us or a third-party business partner to conduct mining activities. 6. UNCERTAIN CONDITION OF MINE WORKINGS. 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. 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. 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." 6 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 August 31, 2004. 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 August 31, 2004 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 23,490 23,490 Retained earnings (deficit) (612) (612) --------------- --------------- --------------- --------------- Total stockholder's equity $24,388 $24,388 =============== =============== 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 or the SEC 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. Manner of Effecting the Distribution On the distribution date, Tintic-Nevada's transfer agent, Cottonwood Stock Transfer of Murray, Utah, will deliver certificates for Tintic-Nevada common stock as soon as practicable to the qualified shareholders of record of Tintic-Utah common stock. No underwriters are involved or are expected to be 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 7 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. All shares of Tintic-Nevada common stock will be fully paid and nonassessable and the holders will not be entitled to preemptive rights. 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 properties 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. 8 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. 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 in and to the mineral properties (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 properties and related assets (subject to the dilution that recently occurred as a result of raising $25,000 in equity from our officers and directors and one other shareholder). 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. 9 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. 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 or 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 several 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 mining properties and management does NOT believe that our properties can, or will, be considered a source of any such alleged contamination. 10 Measures Taken To Insulate Us Against Future Mining 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 an environmental engineer named Bruce Yeomans of B. Yeomans Consulting, Inc., 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 carrying out the distribution agreement with Tintic-Utah. Plan of Operation for the Next Twelve to Eighteen Months As per our agreement with Tintic-Utah, in consideration for 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 mining company that will agree to search for minerals that may underlie our property. 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 and contracting of a mining company partner, will be provided by what cash we now have on hand and if that money is exhausted, by our officers and directors. 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. 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. Our plan to contract with a mining company includes: o An investigation of mining companies, which are currently operating in the general area of our properties. 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. o Initial discussions with those potential mining company partners as determined from our investigation. We do not expect this cost to exceed $5,000. o Contract negotiations with an interested mining partner. We do not expect the costs, legal or otherwise, to exceed $10,000. 11 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 $30,000. If we are able to contract with a mining company, we anticipate that all expenses for exploration and possible exploitation of our mineral properties will be borne by the mining 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 company may recover from our properties. We are unable to make any guarantees that: o we will be able to identify and negotiate an arrangement with a mining company within the next twelve to eighteen months, o our mining properties will be found attractive to a prospective mining company partner, or o 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 advance the money 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 any significant expenditures for new projects of any sort within the next twelve to eighteen months. 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 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 is attached hereto as Ex. "10.1." Our predecessor, Tintic-Utah, was incorporated on June 14, 1933 as a Utah corporation, and was, until the effective time of the merger discussed below, a mineral resource and exploration company. It was classified under Industry Guide No. 7 as an exploration stage mining company. 12 Tintic-Utah's management continued to develop its long-term business plan to re-establish it as an active business and to seek capital funds to operate and grow the business. As part of this long-term business plan, 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, in exchange for its securities, Kiwa as an operating company due to its experienced management and its potential for profitable growth. Prior to the merger transaction with Kiwa, George Christopulos, Hugh Coltharp and Jack Coombs, our existing directors and officers, were 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 mining exploration activities, Tintic-Nevada was formed for the purpose of conveying Tintic-Utah's mining 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 properties were part of a once-thriving mining district with worldwide acclaim. In 1979, the Tintic Mining District was listed in the National Register of Historic Places. Our predecessor corporation, Tintic-Utah, was authorized to conduct business in Utah and has conducted business in Utah since 1933. It owned our existing patented mining 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. For more information regarding our history, reference is made to Kiwa's Form 10-SB filed on EDGAR on September 19, 2001 (when Kiwa was known as Tintic-Utah), a document detailing our predecessor history and which further attaches two geological reports relative to our patented mining claims. Neither us nor our officers and directors have 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 mining 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. Since incorporation, our primary business activity to date has been organizational activities. 13 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. 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 our 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"). We have since learned that Kiwa has recently 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 14 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, was formed for the purpose of conveying Tintic-Utah's mining 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 has been physically issued in certificate form in the name of the shareholders of Tintic-Utah as of March 5, 2004 and which are held by our stock transfer agent, Cottonwood Stock Transfer. In furtherance of the terms and conditions of the Distribution Agreement, we have agreed to undertake to distribute our capital stock to Tintic-Utah shareholders of record on March 5, 2004, immediately subsequent to the effective time of a registration statement registering the shares covered thereby (the "Spin-Off"). The purpose of, or rationale for, the Spin-Off is based on Tintic-Utah taking a different business direction and no longer either needing or wanting mineral claims in Utah. Reference is made to the Securities and Exchange Commission's Bulletin No. 4 available on the Commission's web site, a release discussing the reasons and purpose of spin-off transactions. The Spin-Off was determined to be effectuated in compliance with the Securities Act of 1933 and 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 provides 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 or Property Acquired as a Result of the Merger Our mining property consists of three (3) patented mining claims located in the Tintic Mining District, Juab County, Utah, about a quarter or half a mile from the town of Mammoth, Utah, approximately 90 miles south of Salt Lake City. 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 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. 15 The Effect of Regulatory Changes on Holding Unpatented Mining Claims The U.S. Bureau of Land Management (BLM) promulgated new regulations in 1997 regarding hardrock 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/Mining and Production History Our three (3) patented mining 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 mining 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, 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 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. Some of the property's nearest neighbors have been large producers of high-grade ore, including the Centennial Eureka on the north and east, the Mammoth on the east, and the Empire Mines on the south and west. 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. 16 From the standpoint of the vertical range of the ore deposits in adjoining mines, the same locations for possible development work are indicated. In the Centennial Eureka and Grand Central properties to the north, the ore bodies occurred several hundred feet lower than the 700 level of Tintic-Nevada's property, while in the Mammoth Mine, to the east, an ore 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. At present, all of the existing underground workings are inaccessible. No ore minerals of commercial grade are believed to have been encountered in the old workings and no ores having significant value are believed to have been produced from the property directly. 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. 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. For further information regarding the gold, silver and other mining potential of the property, including its specific geology, reference is made to two (2) geology reports attached to Tintic-Utah's Form 10-SB registration statement available on EDGAR. The first report attached thereto as Exhibit 10(iii) is dated March 24, 1939 and authored by geologist J.J. Beeson and titled "Report on the Property of the Tintic Gold Mining Company in the Tintic Mining District Near Mammoth, Utah." The second report, dated April 15, 1975, is in the form of a letter to Golden Spike Oil & Mining Co. and is attached thereto as Exhibit 10(iv). Deceased geological engineer Murray C. Godbe, III, authors this latter report. 17 As to our property's mining and production history, if any, the extent of exploration on our mining properties is not known. Management believes and is informed that no production ever occurred. This lack of knowledge is understandable in that precious metals were first discovered in the Tintic Mining District area in 1870, nearly 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. Exploration, Development and Rehabilitation Work There has been no exploration or other mining activity 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 and possibly develop its patented mining claims. Centurion carried out limited mineral exploration work on our properties, but terminated this lease in 1997. To the best knowledge, information and belief of current management, no ore production has come from our properties. 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 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 mining claims. However, during 2004 and into 2005, 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 mining properties, other than those we currently own and hold, that we are currently evaluating. 18 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. 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 Development Activities We have not incurred any material costs for research or development activities since our inception. 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 As we currently have no operations, we do not believe we are subject to governmental regulations, which may relate to our business. 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) in the future. 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. 19 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 31, 2004, there were 1,509,076 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% - ------------------------------- * 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. 20 (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. Mr. CHRISTOPULOS is currently employed by the Salt Lake County Assessor's office as a commercial real estate appraiser. 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 is NOT currently an officer, director or "control person" of any other "reporting company." Mr. COLTHARP is a retired stockbroker, formerly of Potter Investment Company, a local stock brokerage firm, who currently buys, sells and restores antique cars. He served as a director of Tintic-Utah longer than any other director, having become a director in 1980. He is NOT currently an officer, director or "control person" of any other "reporting company." Mr. JACK COOMBS 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 a company known as Vis Viva Corporation, a "reporting company" now known as WideBand Corporation and which has trades on the Pink Sheets under the symbol ZWBC.PK. He is NOT currently an officer, director or "control person" of any other "reporting company." Mr. J.M. COOMBS of Salt Lake City is a member of the law firm of MABEY & COOMBS, L.C., and has acted as our legal counsel. He has acted as the legal counsel to Tintic-Utah since 1994. He is not and never has served as an officer or director of us or Tintic-Utah. Mr. J.M. Coombs is also 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 are 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 mining company and none has any college or university degree involving or relating to mining or geology. 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 21 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 (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 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. 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: o nonqualified stock options or incentive stock, o stock appreciation rights and o restricted stock. No shares of Tintic-Nevada common stock have yet been reserved to be issued under any stock incentive plan. 22 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 is "restricted." 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 hereto. 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. There is no affiliation between any of our officers and directors. 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 August 31, 2004, 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 23 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. 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 beneficially by 356 persons, 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 and directors. 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 without any type of "restrictive" legend. 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 many of these persons or their heirs are unknown and have been unknown for some time. 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 24 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. 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 from inception on March 8, 2004 until and through August 31, 2004, appearing in this prospectus have been audited by Pritchett Siler & Hardy, P.C. independent auditors 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. 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 Room 1024, Judiciary Plaza, 450 Fifth Street, NW, Washington, D.C. 20549. Copies of those materials can be obtained from the Public Reference Section of the Commission, 450 Fifth Street, NW, Washington, D.C. 20549, at prescribed rates. Tintic Gold Mining Company, a Nevdada 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. 25 Index to Financial Statements Page ---- August 31, 2004 (AUDITED) Independent Auditor's Report..........................................F-1 Balance Sheets ......................................................F-2 Statements of Operations..............................................F-3 Statements of Changes in Stockholder's Equity ........................F-4 Statements of Cash Flows..............................................F-5 Notes to Financial Statements.........................................F-6-9 26 TINTIC GOLD MINING COMPANY [An Exploration Stage Company] FINANCIAL STATEMENTS AUGUST 31, 2004 TINTIC GOLD MINING COMPANY [An Exploration Stage Company] CONTENTS PAGE Report of Independent Registered Public Accounting Firm 1 Balance Sheet, August 31, 2004 2 Statement of Operations, for the period from inception on March 8, 2004 through August 31, 2004 3 Statement of Stockholders' Equity, for the period from inception on March 8, 2004 through August 31, 2004 4 Statement of Cash Flows, for the period from inception on March 8, 2004 through August 31, 2004 5 Notes to Financial Statements 6 - 9 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 [an exploration stage company] as of August 31, 2004 and the related statements of operations, stockholders' equity and cash flows for the period from inception on March 8, 2004 through August 31, 2004. 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. 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 present fairly, in all material respects, the financial position of Tintic Gold Mining Company [an exploration stage company] as of August 31, 2004 and the results of its operations and its cash flows for the period from inception on March 8, 2004 through August 31, 2004, 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. /S/Pritchett, Siler & Hardy PRITCHETT, SILER & HARDY, P.C. Salt Lake City, Utah September 7, 2003 TINTIC GOLD MINING COMPANY [An Exploration Stage Company] BALANCE SHEET ASSETS August 31, 2004 ___________ CURRENT ASSETS: Cash $25,651 ___________ Total Current Assets 25,651 ___________ $25,651 ___________ LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES: Accounts payable $53 Related party advances 1,210 ___________ Total Current Liabilities 1,263 ___________ 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 23,490 Deficit accumulated during the development stage (612) ___________ Total Stockholders' Equity 24,388 ___________ $ 25,651 ___________ The accompanying notes are an integral part of this financial statement. F-2 TINTIC GOLD MINING COMPANY [An Exploration Stage Company] STATEMENT OF OPERATIONS From Inception on March 8, 2004 Through August 31, 2004 _____________ REVENUE $ - _____________ EXPENSES: General and administrative 612 _____________ LOSS BEFORE INCOME TAXES (612) CURRENT TAX EXPENSE - DEFERRED TAX EXPENSE - _____________ NET LOSS $ (612) _____________ LOSS PER COMMON SHARE $ (.00) _____________ The accompanying notes are an integral part of this financial statement. F-3 TINTIC GOLD MINING COMPANY [An Exploration Stage Company] STATEMENT OF STOCKHOLDERS' EQUITY FROM THE DATE OF INCEPTION ON MARCH 8, 2004 THROUGH AUGUST 31, 2004 Deficit Accumulated Preferred Stock Common Stock Capital in During the _______________________________ Excess of Development Shares Amount Shares Amount Par Value Stage ______ ______ _________ ______ __________ ___________ BALANCE, March 8, 2004 - $ - - $ - $ - $ - Issuance of 1,009,643 shares of common stock for mining claims of Parent valued at carryover basis of $0 March 2004 - - 1,009,643 1,010 (1,010) - Issuance of 500,000 shares of common stock for cash of $25,000, or $.05 per share, August 2004 - - 500,000 500 24,500 - Net loss for the period ended August 31, 2004 - - - - - (612) ______ ______ _________ ______ __________ ___________ BALANCE, August 31, 2004 - $ - 1,509,643 $1,510 $ 23,490 $ (612) ______ ______ _________ ______ __________ ___________ The accompanying notes are an integral part of this financial statement. F-4 TINTIC GOLD MINING COMPANY [An Exploration Stage Company] STATEMENT OF CASH FLOWS From Inception on March 8, 2004 Through August 31, 2004 _____________ Cash Flows from Operating Activities: Net loss $ (612) Adjustments to reconcile net loss to net cash used by operating activities: Changes in assets and liabilities: Increase in accounts payable 53 _____________ Net Cash (Used) by Operating Activities (559) _____________ Cash Flows from Investing Activities - _____________ Net Cash Provided (Used) by Investing Activities - _____________ Cash Flows from Financing Activities: Related party advances 1,210 Proceeds from sale of common stock 25,000 _____________ Net Cash Provided by Financing Activities 26,210 _____________ Net Increase in Cash 25,651 Cash at Beginning of Period - _____________ Cash at End of Period $ 25,651 _____________ Supplemental Disclosures of Cash Flow Information: Cash paid during the period for: Interest $ - Income taxes $ - Supplemental Schedule of Non-cash Investing and Financing Activities: For the period from inception on March 8, 2004 through August 31, 2004: None The accompanying notes are an integral part of this financial statement. F-5 TINTIC GOLD MINING COMPANY [An Exploration Stage Company] NOTES TO FINANCIAL STATEMENTS NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Organization - 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). 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 an 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 complete the spin off of the Company by distributing the 1,009,643 shares to the shareholders of record of Parent as of March 5, 2004. The Company is considered to be an Exploration Stage Company according to the provisions of Industry Guide 7. 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. The Company has, at the present time, not paid any dividends and any dividends that may be paid in the future will depend upon the financial requirements of the Company and other relevant factors. 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-6 TINTIC GOLD MINING COMPANY [An Exploration Stage Company] NOTES TO FINANCIAL STATEMENTS NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Continued] 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. Recently Enacted Accounting Standards - Statement of Financial Accounting Standards ("SFAS") No. 149, "Amendment of Statement 133 on Derivative Instruments and Hedging Activities", and SFAS No. 150, "Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity", were recently issued. SFAS No. 149 and 150 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. NOTE 4 - RELATED PARTY TRANSACTIONS Related Party Advances - During the period from inception on March 8, 2004 through August 31, 2004, the officers and shareholders of the Company advanced the Company $1,210. The advances bear no interest and are due on demand. Management Compensation - For the period from inception on March 8, 2004 through August 31, 2004, 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. F-7 TINTIC GOLD MINING COMPANY [An Exploration Stage Company] NOTES TO FINANCIAL STATEMENTS 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 August 31, 2004 an unused operating loss carryforward of approximately $100 which may be applied against future taxable income and which expires in 2024. 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 $100 as of August 31, 2004, with an offsetting valuation allowance of the same amount, resulting in a change in the valuation allowance of approximately $100 for the period from inception on March 8, 2004 through August 31, 2004. NOTE 7 - LOSS PER SHARE The following data shows the amounts used in computing loss per share: From Inception on March 8, 2004 Through August 31, 2004 _____________ Loss from operations available to common shareholders (numerator) $ (612) _____________ Weighted average number of common shares outstanding used in loss per share for the period (denominator) 1,049,416 _____________ 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. F-8 TINTIC GOLD MINING COMPANY [An Exploration Stage Company] NOTES TO FINANCIAL STATEMENTS NOTE 8 - COMMITMENTS AND CONTINGENCIES [Continued] 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 never been worked. 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. 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-9 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 this 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. ITEM 26. RECENT SALES OF UNREGISTERED SECURITIES On or about March 12, 2004, Tintic-Nevada issued a certificate for 1,009,643 shares in the name of "Tintic Gold Mining Company" a Utah corporation and previously Tintic-Nevada's parent corporation. Tintic-Utah then declared a dividend of these shares pro rata to its shareholders of record as of March 5, 2004. The shares are currently being held for the benefit of the Tintic-Utah shareholders of record as of March 5, 2004, by Tintic-Nevada's transfer agent, Cottonwood Stock Transfer, for distribution as soon as practicable following the effectiveness of this registration statement. These shares were issued by Tintic-Nevada in exchange for Tintic-Utah's mining claims. These shares are the subject of this document and shall be distributed to the shareholders of Tintic-Utah at such time as this registration statement on Form SB-2 is effective. During August 2004, Tintic-Nevada issued 500,000 "restricted" shares of common stock to its officers and directors and another stockholder (a total of four persons) in consideration for $25,000 in cash. 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. Both sets of stock issuances were in reliance on the exemption from registration in Section 4(2) of the Securities Act of 1933 and the corollary state law exemption under the Utah Uniform Securities Act. 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.* 10.1 Special Warranty Deed* 23.1 Consent of Pritchett Siler & Hardy* 23.2 Consent of Mabey & Coombs, L.C.* --------------- *Filed herewith. 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. 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 and authorized this registration statement to be signed on its behalf by the by the undersigned, thereunto duly authorized, in the city of Salt Lake City, State of Utah, on the 14th day of October, 2004. TINTIC GOLD MINING COMPANY By:/s/GEORGE P. CHRISTOPULOS ------------------------- GEORGE P. CHRISTOPULOS, Chairman of the Board, CEO, Chief Financial Officer (CFO), and President 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 Director October 14, 2004 October 14, 2004 EX-1 2 ex1-1.txt DISTRIBUTION AGREEMENT Exhibit 1.1 DISTRIBUTION AGREEMENT THIS DISTRIBUTION AGREEMENT (the "Agreement") is made and entered into this 12th day of March, 2004, by and between Tintic Gold Mining Company, a Utah corporation ("Tintic-Utah"); Tintic Gold Mining Company, a Nevada corporation and wholly-owned subsidiary of Tintic-Utah ("Tintic-Nevada"); and George P. Christopulos, Hugh N. Coltharp and Jack R. Coombs, the individual principals who are the current directors and executive officers of Tintic-Utah and Tintic-Nevada (respectively, "Christopulos," "Coltharp" and "Coombs," and collectively, the "Principals"); W I T N E S S E T H: RECITALS WHEREAS, Tintic-Utah is the parent of Tintic-Nevada, and Tintic- Nevada is a wholly-owned subsidiary of Tintic-Utah; and WHEREAS, Tintic-Utah anticipates closing an Agreement and Plan of Merger (the "Merger") with TTGM ACQUISITION CORPORATION, a Utah corporation ("Sub"), and KIWA BIOTECH PRODUCTS GROUP LTD., a company incorporated in the British Virgin Islands ("Kiwa")., pursuant to which Kiwa will become a wholly- owned subsidiary of Tintic-Utah; and WHEREAS, conditioned upon the closing of the Merger, the Board of Directors of Tintic-Utah resolved at a special meeting held on March 5, 2004, that it would be in the best interests of Tintic-Utah and its stockholders that (i) the pre-Merger business, property and assets of Tintic-Utah, subject to the assumption of all liabilities of Tintic-Utah, be conveyed to Tintic- Nevada (the "Conveyance"); (ii) that all of the outstanding securities of Tintic-Nevada (the "Tintic-Nevada Shares") should be distributed to the record common stockholders of Tintic-Utah existing at the closing of business on March 5, 2004 (the "Record Date"), subject to adjustment by the National Association of Securities Dealers, Inc. (the "NASD") setting an ex-dividend date, pro rata, on a one share for one share basis (the "Dividend"); and (iii) that all shares of common stock of Tintic-Utah issued after the closing of business on March 5, 2004, would be issued subject to waiver of the Dividend only; and WHEREAS, the respective Boards of Directors of Tintic-Utah and Tintic-Nevada have adopted resolutions pursuant to which Tintic-Utah shall deposit all of the Tintic-Nevada Shares with Cottonwood Stock Transfer, a transfer agent registered with the Securities and Exchange Commission ("Cottonwood"), to be held by Cottonwood for the benefit of and for distribution to the Tintic-Nevada stockholders as of the Record Date, subject to the filing and effectiveness by Tintic-Nevada of a registration statement on the appropriate form and related prospectus with the Securities and Exchange Commission (the "Registration Statement" and the "Prospectus") and such comparable applicable state agencies or an available exemption from the applicable federal and state registration requirements as may be necessary to lawfully effect the distribution by Dividend to the Tintic-Nevada stockholders of all of the Tintic-Nevada Shares on Tintic-Utah's behalf, subject to the terms and provisions hereof (the "Plan of Distribution"); NOW, THEREFORE, in consideration of the closing of the proposed Merger and the mutual covenants and promises contained herein, it is agreed: Section 1 Plan of Distribution 1.1 Effective Date and Stockholders Entitled to Participate. The effective date (the "Effective Date") of the Conveyance and the Dividend shall be the same date as the closing of the Merger, at the Conveyance shall be effective immediately subsequent to the closing of the Merger. At the closing of business on March 5, 2004, there were 1,009,643 outstanding shares of common stock of Tintic-Utah. Only Tintic-Utah stockholders of record at that time on March 5, 2004, the Record Date for the Dividend (subject to the effects of any adjustments resulting from the NASD setting an ex-dividend date immediately following the closing of the Merger) shall be entitled to participate in the Dividend and distribution of the Tintic-Nevada Shares. 1.2 Conveyance of Assets by Tintic-Utah. Tintic-Utah, by means of a Special Warranty Deed, hereby conveys all of the assets listed in Exhibit "A" that is attached hereto and incorporated herein by reference to Tintic-Nevada. These assets consist of Tintic-Utah's three patented mining claims located in the Tintic Mining District near the town of Mammoth in Juab County, Utah. 1.3 Assumption of Liabilities and Indemnification by Tintic-Nevada and the Principals. Effective as of the Effective Date, Tintic-Nevada hereby assumes, and agrees to pay and indemnify and hold Tintic-Utah, Sub, and Kiwa harmless from and against, any and all pre-Effective Date liabilities of Tintic-Utah of every kind and nature whatsoever, whether by contract, lease, license or otherwise, without qualification, including the costs and expenses of the Conveyance, the Dividend, the Distribution and the Plan of Distribution (see Section 4.7 below); provided, however, the indemnification obligations pursuant hereto shall terminate on the expiration of two years from the Effective Date, with the exception of all liabilities of every kind and nature whatsoever respecting the Dividend, the Distribution and the Plan of Distribution, which will continue until they have been satisfied or have lapsed pursuant to the applicable statutes of limitation respecting matters of these kinds. Effective as of the Effective Date, the Principals shall also similarly assume, and shall indemnify and hold Tintic-Utah, Sub and Kiwa harmless from and against, any and all pre-Effective Date liabilities of Tintic-Utah of every kind and nature whatsoever (regardless of any representation to the contrary herein, specifically excluded, however, are any liabilities related to the mining properties or past mining operations of Tintic-Utah or its predecessors respecting its mining properties and related environmental issues or liabilities of every kind or nature whatsoever), whether by contract, lease, license or otherwise, without qualification, including the costs and expenses of the Conveyance, the Dividend, the Distribution and the Plan of Distribution (see Section 4.7 below); provided, however, the indemnification by the Principals pursuant hereto (which specifically excludes mining-related claims) shall also terminate on the expiration of two years from the Effective Date, also with the exception of all liabilities of every kind and nature whatsoever respecting the Dividend, the Distribution and the Plan of Distribution, which will continue until they have been satisfied or have lapsed pursuant to the applicable statutes of limitation respecting matters of these kinds. 1.4 Conditions Subsequent to the Conveyance, the Dividend, the Distribution and the Plan of Distribution. The Conveyance, the Dividend, the Distribution and the Plan of Distribution shall be subject to the following conditions subsequent: (a) All of the Tintic-Nevada Shares that are owned by Tintic- Utah, amounting to 1,009,643 shares, shall be deposited with Tintic-Nevada's transfer and registrar agent, Cottonwood, and held by Cottonwood in escrow (the "Distribution Escrow") with a list of and for the benefit of the stockholders of Tintic-Utah at the Record Date, subject to Distribution, on satisfaction of the following conditions: (i) The prior filing and effectiveness of a Registration Statement and Prospectus with the Securities and Exchange Commission or an available exemption from the applicable federal and state registration requirements applicable to the Distribution of the Tintic-Nevada Shares by Tintic-Nevada in accordance with all applicable federal and state securities laws, rules and regulations at its sole cost and expense within a reasonable time but not later than twelve months from the Closing; (ii) Compliance with applicable "blue sky" laws, rules and regulations respecting the Dividend and the Distribution, by registration or exemption, in any state in which any stockholder of Tintic-Utah resided at the Record Date, as may be adjusted by any ex- dividend date set by the NASD, by Tintic-Nevada, in accordance with all applicable federal and state securities laws, rules and regulations at its sole cost and expense within a reasonable time but not later than twelve months from the Closing. (iii) In the event that Tintic-Nevada, using its best efforts, cannot accomplish or achieve the foregoing conditions subsequent within twelve months of closing, it shall so notify Tintic-Utah. However, in such event, this agreement shall NOT become void or voidable. That is to say, under no circumstances shall this Distribution Agreement or the Conveyance be rescinded or the assets so conveyed hereby to Tintic- Nevada be re-conveyed, or re-conveyable, to Tintic- Utah. If Tintic-Nevada is unable to register the Distribution transaction with the Securities and Exchange Commission on a Form SB-2, for example, Tintic-Nevada will be required to find another registration form that will enable it to do so or, it will be required to effectuate the proposed spin-off in some other manner or fashion. If the proposed spin-off or Distribution cannot be lawfully accomplished for reasons now unknown, Tintic-Nevada 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. 1.5 Required Filings. Tintic-Utah shall timely file (i) an amended Form 10b-17 with the NASD advising it of the closing of the Merger so that an ex-dividend date can be set; and timely file (ii) a Form 8-K Current Report with the Securities and Exchange Commission regarding the Merger that will include an adequate description of this Distribution Agreement and the Plan of Distribution. Section 2 Closing The closing contemplated by Section 1 (the "Closing") shall be deemed to occur immediately subsequent to the closing of the Merger. The Closing may be accomplished by wire, express mail or other courier service, conference telephone communications or as otherwise agreed by the respective parties or their duly authorized representatives. Section 3 Representations and Warranties of Tintic-Utah Tintic-Utah represents and warrants to, and covenants with, Tintic- Nevada as follows: 3.1 Corporate Status. Tintic-Utah is a corporation duly organized, validly existing and in good standing under the laws of the State of Utah. 3.2 Capitalization. The current pre-Dividend and pre-Distribution authorized capital stock of Tintic-Utah consists of 50,000,000 shares of $0.001 par value common voting stock, of which 1,009,643 shares shall have been issued and outstanding on the Record Date, all fully paid and non- assessable and issued in accordance with applicable state corporate law and federal and state securities laws, rules and regulations. 3.3 Corporate Authority. Tintic-Utah has full corporate power and authority to enter into this Agreement and to carry out its obligations hereunder and will deliver to Tintic-Nevada or its representatives at the Closing a certified copy of resolutions of its Board of Directors authorizing execution of this Agreement by Tintic-Utah's officers and performance thereunder, subject to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors' rights, and subject to the application of general equity principles. Tintic-Utah also has full corporate power and authority to convey its mining claim assets to Tintic-Nevada in exchange for the stock it will be issued and which shall be held in escrow by Cottonwood Stock Transfer and will deliver an appropriate Special Warranty Deed to Tintic-Nevada at Closing in recordable form. The corporate resolution at Closing authorizing execution of this Agreement by Tintic-Utah's Board of Directors shall also authorize the signing of an appropriate Special Warranty Deed so conveying its mining claim assets to Tintic-Nevada. 3.4 Due Authorization. Execution of this Agreement and performance by Tintic-Utah hereunder have been duly authorized by all requisite corporate action on the part of Tintic-Utah, and this Agreement constitutes a valid and binding obligation of Tintic-Utah and performance hereunder will not violate any provision of the Articles of Incorporation, Bylaws, agreements, mortgages or other commitments of Tintic-Utah. Section 4 Representations, Warranties and Covenants of Tintic-Nevada Tintic-Nevada represents and warrants to, and covenant with, Tintic-Utah as follows: 4.1 Corporate Status. Tintic-Nevada is a corporation duly organized, validly existing and in good standing under the laws of the State of Nevada. 4.2 Capitalization. The current authorized capital stock of Tintic- Nevada consists of 50,000,000 shares of $0.001 par value common voting stock, of which 1,009,643 shares are and will be issued and outstanding on Closing, all owned by Tintic-Utah. There are no outstanding options, warrants or calls pursuant to which any person has the right to purchase any authorized and unissued common stock or other securities of Tintic-Nevada. 4.3 Corporate Authority. Tintic-Nevada has full corporate power and authority to enter into this Agreement and to carry out its obligations hereunder and will deliver to Tintic-Utah or its representative at the Closing a certified copy of resolutions of its Board of Directors authorizing execution of this Agreement by its officers and performance thereunder, subject to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors' rights, and subject to the application of general equity principles. 4.6 Due Authorization. Execution of this Agreement and performance by Tintic-Nevada hereunder have been duly authorized by all requisite corporate action on the part of Tintic-Nevada, and this Agreement constitutes a valid and binding obligation of Tintic-Nevada and performance hereunder will not violate any provision of the Articles of Incorporation, Bylaws, agreements, mortgages or other commitments of Tintic-Nevada. 4.7 Tintic-Nevada's Responsibility for Costs. Tintic-Nevada shall be responsible for all costs incident to preparing and filing an appropriate registration statement with the Commission in order to lawfully distribute the stock Dividend to Tintic-Utah shareholders as of the Record Date. These costs and expenses include but are not limited to the cost of filing the Form 10b- 17, the registration statement and any amendments thereto, all accounting, legal and other professional fees, all stock transfer agent fees, all other filings or actions required of Tintic-Nevada in connection with the spin-off and Distribution and Tintic-Utah shall have no liability for these costs, fees and expenses. Section 5 Conditions Precedent to Obligations of Tintic-Nevada All obligations of Tintic-Nevada under this Agreement are subject, at its option, to the fulfillment, before or at the Closing, of each of the following conditions: 5.1 Representations and Warranties True at Closing. The representations and warranties of Tintic-Utah contained in this Agreement shall be deemed to have been made again at and as of the Closing and shall then be true in all material respects. 5.2 Due Performance. Tintic-Utah shall have performed and complied with all of the terms and conditions required by this Agreement to be performed or complied with by it before the Closing. 5.3 Satisfaction of Certain Conditions by Tintic-Utah Precedent to the Closing. All of the conditions respecting Tintic-Utah that are outlined in Section 1 hereof shall have been satisfied by Tintic-Utah prior to the Closing. 5.4 Closing of the Kiwa Merger. The Merger between Tintic-Utah and Kiwa shall have been completed and closed. Section 6 Conditions Precedent to Obligations of Tintic-Utah All obligations of Tintic-Utah under this Agreement are subject, at Tintic-Utah's option, to the fulfillment, before or at the Closing and/or the Distribution, of each of the following conditions: 6.1 Representations and Warranties True at Closing. The representations and warranties of Tintic-Nevada contained in this Agreement shall be deemed to have been made again at and as of the Closing and shall then be true in all material respects and shall survive the Closing as provided herein. 6.2 Due Performance. Tintic-Nevada shall have performed and complied with all of the terms and conditions required by this Agreement to be performed or complied with by it before the Closing and/or the Distribution. 6.3 Satisfaction of Certain Conditions by Tintic-Nevada Precedent to the Closing. All of the conditions respecting Tintic-Nevada that are outlined in Section 1 hereof shall have been satisfied by Tintic-Nevada prior to the Closing and/or the Distribution. 6.4 Closing of the Kiwa Merger. The Merger between Tintic-Utah and Kiwa shall have been completed and closed. Section 7 Termination Prior to Closing, this Agreement may be terminated (1) by mutual consent of Tintic-Utah and Tintic-Nevada in writing; (2) by either the directors of Tintic-Utah or Tintic-Nevada, if there has been a material misrepresentation or material breach of any warranty or covenant by the other party; or (3) by either the directors of Tintic-Utah or Tintic-Nevada, if the Merger shall not have timely taken place, unless adjourned to a later date by mutual consent in writing, by the date fixed in the Merger. Section 8 General Provisions 8.1 Further Assurances. At any time, and from time to time, after the Closing and/or the Distribution, each party will execute such additional instruments and take such action as may be reasonably requested by the other party to confirm or perfect title to any property or assets transferred hereunder or otherwise to carry out the intent and purposes of this Agreement. 8.2 Waiver. Any failure on the part of any party hereto to comply with any of its or their obligations, agreements or conditions hereunder may be waived in writing by the party to whom such compliance is owed. 8.3 Notices. All notices and other communications hereunder shall be in writing and shall be deemed to have been given if delivered in person or sent by prepaid first-class registered or certified mail, return receipt requested, as follows: If to Tintic-Utah: George P. Christopulos, President 3131 Teton Drive Salt Lake City, UT 84109 With a copies to: Leonard W. Burningham, Esq. 455 East 500 South, Suite 205 Salt Lake City, UT 84111 Ryan Azlein, Esq. STUBBS ALDERTON & MARKILES, LLP 15821 Ventura Boulevard, Suite 525 Encino, CA 91436 If to Tintic-Nevada:George P. Christopulos, President 3131 Teton Drive Salt Lake City, UT 84109 8.4 Entire Agreement. This Agreement constitutes the entire agreement between the parties and supersedes and cancels any other agreement, representation or communication, whether oral or written, between the parties hereto relating to the transactions contemplated herein or the subject matter hereof. 8.5 Headings. The section and subsection headings in this Agreement are inserted for convenience only and shall not affect in any way the meaning or interpretation of this Agreement. 8.6 Governing Law and Venue of Actions. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Utah, except to the extent pre-empted by federal law, in which event (and to that extent only), federal law shall govern. Any actions to enforce any term or provision hereof may be brought in any federal and state court sitting in Utah, and all parties agree to submit to the jurisdiction of these courts. 8.7 Assignment. This Agreement shall inure to the benefit of, and be binding upon, the parties hereto and their successors and assigns. 8.8 Counterparts. This Agreement may be executed simultaneously in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. 8.9 Default. In the event of any default hereunder, the prevailing party in any action to enforce the terms and provisions hereof shall be entitled to recover reasonable attorney's fees and related costs. 8.10 Survival of Representations and Warranties. Other than those of Tintic-Utah, the representations, warranties, covenants and agreements contained herein shall survive the Closing and be fully binding on the parties until the expiration of the applicable statute of limitations period. IN WITNESS WHEREOF, the parties have executed this Distribution Agreement effective the day and year first above written. TINTIC GOLD MINING COMPANY, a Utah corporation S/ Date: March 12, 2004 By__________________________________ George P. Christopulos, President TINTIC GOLD MINING COMPANY, a Nevada corporation S/ Date: March 12, 2004 By__________________________________ George P. Christopulos, President PRINCIPALS: S/ Date: March 12, 2004 _____________________________________ George P. Christopulos S/ Date: March 12, 2004 _____________________________________ Hugh N. Coltharp S/ Date: March 12, 2004. _____________________________________ Jack R. Coombs Exhibit "A" to March 12, 2004 Distribution Agreement Three (3) patented mining claims knows as the EMERALD, the RUBY, and the DIAMOND LODE MINING CLAIMS located in the Central portion of the Tintic Mining District, Juab County, Utah, embracing 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 designated as Lot No. 224, more particularly described in the patent recorded in Book 60, Page 406, of the records of Juab County, Utah. EX-3 3 ex3-1.txt ARTICLES OF INCORPORATION Exhibit 3.1 DEAN HELLER Secretary of State 205 North Carson Street Carson City, Nevada 89701-4299 (775) 684-5708 website: secretaryofstate.biz Articles of Incorporation (Pursuant to NRS 78) 1. Name of Corporation TINTIC GOLD MINING COMPANY 2. Resident Agent Name and Street Address: State Agent and Transfer Syndicate, Inc. 202 North Curry Street, Suite #100 Carson City, Nevada 89703-4121 3. Shares: 50 million par value $0.001 4. Names & Addresses of Board of Directors/ Trustees: 1. GEORGE P. CHRISTOPULOS 3131 TETON DRIVE, SALT LAKE CITY, UT 84109 2. JACK R. COOMBS 2581 EAST 1300 SOUTH, SALT LAKE CITY, UT 84108 3. HUGH COLTHARP 1464 SOUTH 1500 EAST, SALT LAKE CITY, UT 84105 5. Purpose: MINING EXPLORATION, PARTICULARLY PRECIOUS METALS 6. Names, Address and Signature of Incorporator JOHN MICHAEL COOMBS, ESQ. /s/John Michael Coombs 3098 S. Highland Dr., Suite #323 Salt Lake City, Utah 84106-6001 7. Certificate of Acceptance of Appointment of Resident Agent I hereby accept appointment as Resident Agent for the above named corporation. /s/Cher Falk 3/8/04 SUPPLEMENT TO ARTICLES OF INCORPORATION OF TINTIC GOLD MINING COMPANY Pursuant to Chapter 78 of Nevada Revised Statutes, the undersigned incorporator hereby adopts the following supplemental or additional provisions to Tintic Gold Mining Company's ("Company") Articles of Incorporation: ARTICLE EIGHT -- CONTROL SHARES ACQUISITIONS The Company expressly opts-out of, or elects not to be governed by, the "Acquisition of Controlling Interest" provisions contained in NRS Sections 78.378 through 78.3793 inclusive all as permitted under NRS Section 78.378.1. ARTICLE NINE -- COMBINATIONS WITH INTERESTED STOCKHOLDERS The Company expressly opts-out of, and elects not to be governed by, the "Combinations with Interested Stockholders" provisions contained in NRS Sections 78.411 through 78.444, inclusive all as permitted under NRS Sections 78.434. IN WITNESS WHEREOF, the undersigned incorporator hereby executes these supplemental or additional Articles of Incorporation of TINTIC GOLD MINING COMPANY, a Nevada corporation, on the 8th day of March, 2004. _s/________________________ John Michael Coombs EX-3 4 ex3-2.txt BY-LAWS Exhibit 3.2 BYLAWS OF TINTIC GOLD MINING COMPANY ARTICLE I OFFICES Section 1.01 Location of Offices. The corporation may maintain such offices within or without the State of Nevada as the Board of Directors may from time to time designate or require. Section 1.02 Principal Office. The address of the principal office of the corporation shall be at the address of the registered office of the corporation as so designated in the office of the Lieutenant Governor/Secretary of State of the state of incorporation, or at such other address as the Board of Directors shall from time to time determine. ARTICLE II SHAREHOLDERS Section 2.01 Annual Meeting. The annual meeting of the shareholders shall be held in May of each year or at such other time designated by the Board of Directors and as is provided for in the notice of the meeting, for the purpose of electing directors and for the transaction of such other business as may come before the meeting. If the election of directors shall not be held on the day designated for the annual meeting of the shareholders, or at any adjournment thereof, the Board of Directors shall cause the election to be held at a special meeting of the shareholders as soon thereafter as may be convenient. Section 2.02 Special Meetings. Special meetings of the shareholders may be called at any time by the chairman of the board, the president, or by the Board of Directors, or in their absence or disability, by any vice president, and shall be called by the president or, in his or her absence or disability, by a vice president or by the secretary on the written request of the holders of not less than one-tenth of all the shares entitled to vote at the meeting, such written request to state the purpose or purposes of the meeting and to be delivered to the president, each vice-president, or secretary. In case of failure to call such meeting within 60 days after such request, such shareholder or shareholders may call the same. Section 2.03 Place of Meetings. The Board of Directors may designate any place, either within or without the state of incorporation, as the place of meeting for any annual meeting or for any special meeting called by the Board of Directors. A waiver of notice signed by all shareholders entitled to vote at a meeting may designate any place, either within or without the state of incorporation, as the place for the holding of such meeting. If no designation is made, or if a special meeting be otherwise called, the place of meeting shall be at the principal office of the corporation. Section 2.04 Notice of Meetings. The secretary or assistant secretary, if any, shall cause notice of the time, place, and purpose or purposes of all meetings of the shareholders (whether annual or special), to be mailed at least ten days, but not more than 50 days, prior to the meeting, to each shareholder of record entitled to vote. Section 2.05 Waiver of Notice. Any shareholder may waive notice of any meeting of shareholders (however called or noticed, whether or not called or noticed and whether before, during, or after the meeting), by signing a written waiver of notice or a consent to the holding of such meeting, or an approval of the minutes thereof. Attendance at a meeting, in person or by proxy, shall constitute waiver of all defects of call or notice regardless of whether waiver, consent, or approval is signed or any objections are made. All such waivers, consents, or approvals shall be made a part of the minutes of the meeting. Section 2.06 Fixing Record Date. For the purpose of determining shareholders entitled to notice of or to vote at any annual meeting of shareholders or any adjournment thereof, or shareholders entitled to receive payment of any dividend or in order to make a determination of shareholders for any other proper purpose, the Board of Directors of the corporation may provide that the share transfer books shall be closed, for the purpose of determining shareholders entitled to notice of or to vote at such meeting, but not for a period exceeding fifty (50) days. If the share transfer books are closed for the purpose of determining shareholders entitled to notice of or to vote at such meeting, such books shall be closed for at least ten (10) days immediately preceding such meeting. In lieu of closing the share transfer books, the Board of Directors may fix in advance a date as the record date for any such determination of shareholders, such date in any case to be not more than fifty (50) and, in case of a meeting of shareholders, not less than ten (10) days prior to the date on which the particular action requiring such determination of shareholders is to be taken. If the share transfer books are not closed and no record date is fixed for the determination of shareholders entitled to notice of or to vote at a meeting or to receive payment of a dividend, the date on which notice of the meeting is mailed or the date on which the resolution of the Board of Directors declaring such dividend is adopted, as the case may be, shall be the record date for such determination of shareholders. When a determination of shareholders entitled to vote at any meeting of shareholders has been made as provided in this Section, such determination shall apply to any adjournment thereof. Failure to comply with this Section shall not affect the validity of any action taken at a meeting of shareholders. Section 2.07 Voting Lists. The officer or agent of the corporation having charge of the share transfer books for shares of the corporation shall make, at least ten (10) days before each meeting of shareholders, a complete list of the shareholders entitled to vote at such meeting or any adjournment thereof, arranged in alphabetical order, with the address of, and the number of shares held by each, which list, for a period of ten (10) days prior to such meeting, shall be kept on file at the registered office of the corporation and shall be subject to inspection by any shareholder during the whole time of the meeting. The original share transfer book shall be prima facia evidence as to the shareholders who are entitled to examine such list or transfer books, or to vote at any meeting of shareholders. Section 2.08 Quorum. One-half of the total voting power of the outstanding shares of the corporation entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of the shareholders. If a quorum is present, the affirmative vote of the majority of the voting power represented by shares at the meeting and entitled to vote on the subject shall constitute action by the shareholders, unless the vote of a greater number or voting by classes is required by the laws of the state of incorporation of the corporation or the Articles of Incorporation. If less than one-half of the outstanding voting power is represented at a meeting, a majority of the voting power represented by shares so present may adjourn the meeting from time to time without further notice. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally noticed. Section 2.09 Voting of Shares. Each outstanding share of the corporation entitled to vote shall be entitled to one vote on each matter submitted to vote at a meeting of shareholders, except to the extent that the voting rights of the shares of any class or series of stock are determined and specified as greater or lesser than one vote per share in the manner provided by the Articles of Incorporation. Section 2.10 Proxies. At each meeting of the shareholders, each shareholder entitled to vote shall be entitled to vote in person or by proxy; provided, however, that the right to vote by proxy shall exist only in case the instrument authorizing such proxy to act shall have been executed in writing by the registered holder or holders of such shares, as the case may be, as shown on the share transfer of the corporation or by his or her or her attorney thereunto duly authorized in writing. Such instrument authorizing a proxy to act shall be delivered at the beginning of such meeting to the secretary of the corporation or to such other officer or person who may, in the absence of the secretary, be acting as secretary of the meeting. In the event that any such instrument shall designate two or more persons to act as proxies, a majority of such persons present at the meeting, or if only one be present, that one shall (unless the instrument shall otherwise provide) have all of the powers conferred by the instrument on all persons so designated. Persons holding stock in a fiduciary capacity shall be entitled to vote the shares so held and the persons whose shares are pledged shall be entitled to vote, unless in the transfer by the pledge or on the books of the corporation he or she shall have expressly empowered the pledgee to vote thereon, in which case the pledgee, or his or her or her proxy, may represent such shares and vote thereon. Section 2.11 Written Consent to Action by Shareholders. Any action required to be taken at a meeting of the shareholders, or any other action which may be taken at a meeting of the shareholders, may be taken without a meeting, if a consent in writing, setting forth the action so taken, shall be signed by a majority of the shareholders entitled to vote with respect to the subject matter thereof. ARTICLE III DIRECTORS Section 3.01 General Powers. The property, affairs, and business of the corporation shall be managed by its Board of Directors. The Board of Directors may exercise all the powers of the corporation whether derived from law or the Articles of Incorporation, except such powers as are by statute, by the Articles of Incorporation or by these Bylaws, vested solely in the shareholders of the corporation. Section 3.02 Number, Term, and Qualifications. The Board of Directors shall consist of three to nine persons. Increases or decreases to said number may be made, within the numbers authorized by the Articles of Incorporation, as the Board of Directors shall from time to time determine by amendment to these Bylaws. An increase or a decrease in the number of the members of the Board of Directors may also be had upon amendment to these Bylaws by a majority vote of all of the shareholders, and the number of directors to be so increased or decreased shall be fixed upon a majority vote of all of the shareholders of the corporation. Each director shall hold office until the next annual meeting of shareholders of the corporation and until his or her successor shall have been elected and shall have qualified. Directors need not be residents of the state of incorporation or shareholders of the corporation. Section 3.03 Classification of Directors. In lieu of electing the entire number of directors annually, the Board of Directors may provide that the directors be divided into either two or three classes, each class to be as nearly equal in number as possible, the term of office of the directors of the first class to expire at the first annual meeting of shareholders after their election, that of the second class to expire at the second annual meeting after their election, and that of the third class, if any, to expire at the third annual meeting after their election. At each annual meeting after such classification, the number of directors equal to the number of the class whose term expires at the time of such meeting shall be elected to hold office until the second succeeding annual meeting, if there be two classes, or until the third succeeding annual meeting, if there be three classes. Section 3.04 Regular Meetings. A regular meeting of the Board of Directors shall be held without other notice than this bylaw immediately following, and at the same place as, the annual meeting of shareholders. The Board of Directors may provide by resolution the time and place, either within or without the state of incorporation, for the holding of additional regular meetings without other notice than such resolution. Section 3.05 Special Meetings. Special meetings of the Board of Directors may be called by or at the request of the president, vice president, or any two directors. The person or persons authorized to call special meetings of the Board of Directors may fix any place, either within or without the state of incorporation, as the place for holding any special meeting of the Board of Directors called by them. Section 3.06 Meetings by Telephone Conference Call. Members of the Board of Directors may participate in a meeting of the Board of Directors or a committee of the Board of Directors by means of conference telephone or similar communication equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this Section shall constitute presence in person at such meeting. Section 3.07 Notice. Notice of any special meeting shall be given at least ten (10) days prior thereto by written notice delivered personally or mailed to each director at his or her regular business address or residence, or by telegram. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail so addressed, with postage thereon prepaid. If notice be given by telegram, such notice shall be deemed to be delivered when the telegram is delivered to the telegraph company. Any director may waive notice of any meeting. Attendance of a director at a meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting solely for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Section 3.08 Quorum. A majority of the number of directors shall constitute a quorum for the transaction of business at any meeting of the Board of Directors, but if less than a majority is present at a meeting, a majority of the directors present may adjourn the meeting from time to time without further notice. Section 3.09 Manner of Acting. The act of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, and the individual directors shall have no power as such. Section 3.10 Vacancies and Newly Created Directorship. If any vacancies shall occur in the Board of Directors by reason of death, resignation or otherwise, or if the number of directors shall be increased, the directors then in office shall continue to act and such vacancies or newly created directorships shall be filled by a vote of the directors then in office, though less than a quorum, in any way approved by the meeting. Any directorship to be filled by reason of removal of one or more directors by the shareholders may be filled by election by the shareholders at the meeting at which the director or directors are removed. Section 3.11 Compensation. By resolution of the Board of Directors, the directors may be paid their expenses, if any, of attendance at each meeting of the Board of Directors, and may be paid a fixed sum for attendance at each meeting of the Board of Directors or a stated salary as director. No such payment shall preclude any director from serving the corporation in any other capacity and receiving compensation therefor. Section 3.12 Presumption of Assent. A director of the corporation who is present at a meeting of the Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless his or her or her dissent shall be entered in the minutes of the meeting, unless he or she shall file his or her or her written dissent to such action with the person acting as the secretary of the meeting before the adjournment thereof, or shall forward such dissent by registered or certified mail to the secretary of the corporation immediately after the adjournment of the meeting. Such right to dissent shall not apply to a director who voted in favor of such action. Section 3.13 Resignations. A director may resign at any time by delivering a written resignation to either the president, a vice president, the secretary, or assistant secretary, if any. The resignation shall become effective on its acceptance by the Board of Directors; provided, that if the board has not acted thereon within ten days from the date presented, the resignation shall be deemed accepted. Section 3.14 Written Consent to Action by Directors. Any action required to be taken at a meeting of the directors of the corporation or any other action which may be taken at a meeting of the directors or of a committee, may be taken without a meeting, if a consent in writing, setting forth the action so taken, shall be signed by all of the directors, or all of the members of the committee, as the case may be. Such consent shall have the same legal effect as a unanimous vote of all the directors or members of the committee. Section 3.15 Removal. At a meeting expressly called for that purpose, one or more directors may be removed by a vote of a majority of the shares of outstanding stock of the corporation entitled to vote at an election of directors. ARTICLE IV OFFICERS Section 4.01 Number. The officers of the corporation shall be a president, one or more vice-presidents, as shall be determined by resolution of the Board of Directors, a secretary, a treasurer, and such other officers as may be appointed by the Board of Directors. The Board of Directors may elect, but shall not be required to elect, a chairman of the board and the Board of Directors may appoint a general manager. Section 4.02 Election, Term of Office, and Qualifications. The officers shall be chosen by the Board of Directors annually at its annual meeting. In the event of failure to choose officers at an annual meeting of the Board of Directors, officers may be chosen at any regular or special meeting of the Board of Directors. Each such officer (whether chosen at an annual meeting of the Board of Directors to fill a vacancy or otherwise) shall hold his or her office until the next ensuing annual meeting of the Board of Directors and until his or her successor shall have been chosen and qualified, or until his or her death, or until his or her resignation or removal in the manner provided in these Bylaws. Any one person may hold any two or more of such offices, except that the president shall not also be the secretary. No person holding two or more offices shall act in or execute any instrument in the capacity of more than one office. The chairman of the board, if any, shall be and remain a director of the corporation during the term of his or her office. No other officer need be a director. Section 4.03 Subordinate Officers, Etc. The Board of Directors from time to time may appoint such other officers or agents as it may deem advisable, each of whom shall have such title, hold office for such period, have such authority, and perform such duties as the Board of Directors from time to time may determine. The Board of Directors from time to time may delegate to any officer or agent the power to appoint any such subordinate officer or agents and to prescribe their respective titles, terms of office, authorities, and duties. Subordinate officers need not be shareholders or directors. Section 4.04 Resignations. Any officer may resign at any time by delivering a written resignation to the Board of Directors, the president, or the secretary. Unless otherwise specified therein, such resignation shall take effect on delivery. Section 4.05 Removal. Any officer may be removed from office at any special meeting of the Board of Directors called for that purpose or at a regular meeting, by vote of a majority of the directors, with or without cause. Any officer or agent appointed in accordance with the provisions of Section 4.03 hereof may also be removed, either with or without cause, by any officer on whom such power of removal shall have been conferred by the Board of Directors. Section 4.06 Vacancies and Newly Created Offices. If any vacancy shall occur in any office by reason of death, resignation, removal, disqualification, or any other cause, or if a new office shall be created, then such vacancies or new created offices may be filled by the Board of Directors at any regular or special meeting. Section 4.07 The Chairman of the Board. The Chairman of the Board, if there be such an officer, shall have the following powers and duties. (a) He or she shall preside at all shareholders' meetings; (b) He or she shall preside at all meetings of the Board of Directors; and (c) He or she shall be a member of the executive committee, if any. Section 4.08 The President. The president shall have the following powers and duties: (a) If no general manager has been appointed, he or she shall be the chief executive officer of the corporation, and, subject to the direction of the Board of Directors, shall have general charge of the business, affairs, and property of the corporation and general supervision over its officers, employees, and agents; (b) If no chairman of the board has been chosen, or if such officer is absent or disabled, he or she shall preside at meetings of the shareholders and Board of Directors; (c) He or she shall be a member of the executive committee, if any; (d) He or she shall be empowered to sign certificates representing shares of the corporation, the issuance of which shall have been authorized by the Board of Directors; and (e) He or she shall have all power and shall perform all duties normally incident to the office of a president of a corporation, and shall exercise such other powers and perform such other duties as from time to time may be assigned to him or her by the Board of Directors. Section 4.09 The Vice Presidents. The Board of Directors may, from time to time, designate and elect one or more vice presidents, one of whom may be designated to serve as executive vice president. Each vice president shall have such powers and perform such duties as from time to time may be assigned to him or her by the Board of Directors or the president. At the request or in the absence or disability of the president, the executive vice president or, in the absence or disability of the executive vice president, the vice president designated by the Board of Directors or (in the absence of such designation by the Board of Directors) by the president, the senior vice president, may perform all the duties of the president, and when so acting, shall have all the powers of, and be subject to all the restrictions upon, the president. Section 4.10 The Secretary. The secretary shall have the following powers and duties: (a) He or she shall keep or cause to be kept a record of all of the proceedings of the meetings of the shareholders and of the board or directors in books provided for that purpose; (b) He or she shall cause all notices to be duly given in accordance with the provisions of these Bylaws and as required by statute; (c) He or she shall be the custodian of the records and of the seal of the corporation, and shall cause such seal (or a facsimile thereof) to be affixed to all certificates representing shares of the corporation prior to the issuance thereof and to all instruments, the execution of which on behalf of the corporation under its seal shall have been duly authorized in accordance with these Bylaws, and when so affixed, he or she may attest the same; (d) He or she shall assume that the books, reports, statements, certificates, and other documents and records required by statute are properly kept and filed; (e) He or she shall have charge of the share books of the corporation and cause the share transfer books to be kept in such manner as to show at any time the amount of the shares of the corporation of each class issued and outstanding, the manner in which and the time when such stock was paid for, the names alphabetically arranged and the addresses of the holders of record thereof, the number of shares held by each holder and time when each became such holder or record; and he or she shall exhibit at all reasonable times to any director, upon application, the original or duplicate share register. He or she shall cause the share book referred to in Section 6.04 hereof to be kept and exhibited at the principal office of the corporation, or at such other place as the Board of Directors shall determine, in the manner and for the purposes provided in such Section; (f) He or she shall be empowered to sign certificates representing shares of the corporation, the issuance of which shall have been authorized by the Board of Directors; and (g) He or she shall perform in general all duties incident to the office of secretary and such other duties as are given to him or her by these Bylaws or as from time to time may be assigned to him or her by the Board of Directors or the president. Section 4.11 The Treasurer. The treasurer shall have the following powers and duties: (a) He or she shall have charge and supervision over and be responsible for the monies, securities, receipts, and disbursements of the corporation; (b) He or she shall cause the monies and other valuable effects of the corporation to be deposited in the name and to the credit of the corporation in such banks or trust companies or with such banks or other depositories as shall be selected in accordance with Section 5.03 hereof; (c) He or she shall cause the monies of the corporation to be disbursed by checks or drafts (signed as provided in Section 5.04 hereof) drawn on the authorized depositories of the corporation, and cause to be taken and preserved property vouchers for all monies disbursed; (d) He or she shall render to the Board of Directors or the president, whenever requested, a statement of the financial condition of the corporation and of all of this transactions as treasurer, and render a full financial report at the annual meeting of the shareholders, if called upon to do so; (e) He or she shall cause to be kept correct books of account of all the business and transactions of the corporation and exhibit such books to any director on request during business hours; (f) He or she shall be empowered from time to time to require from all officers or agents of the corporation reports or statements given such information as he or she may desire with respect to any and all financial transactions of the corporation; and (g) He or she shall perform in general all duties incident to the office of treasurer and such other duties as are given to him or her by these Bylaws or as from time to time may be assigned to him or her by the Board of Directors or the president. Section 4.12 General Manager. The Board of Directors may employ and appoint a general manager who may, or may not, be one of the officers or directors of the corporation. The general manager, if any shall have the following powers and duties: (a) He or she shall be the chief executive officer of the corporation and, subject to the directions of the Board of Directors, shall have general charge of the business affairs and property of the corporation and general supervision over its officers, employees, and agents: (b) He or she shall be charged with the exclusive management of the business of the corporation and of all of its dealings, but at all times subject to the control of the Board of Directors; (c) Subject to the approval of the Board of Directors or the executive committee, if any, he or she shall employ all employees of the corporation, or delegate such employment to subordinate officers, and shall have authority to discharge any person so employed; and (d) He or she shall make a report to the president and directors as often as required, setting forth the results of the operations under his or her charge, together with suggestions looking toward improvement and betterment of the condition of the corporation, and shall perform such other duties as the Board of Directors may require. Section 4.13 Salaries. The salaries and other compensation of the officers of the corporation shall be fixed from time to time by the Board of Directors, except that the Board of Directors may delegate to any person or group of persons the power to fix the salaries or other compensation of any subordinate officers or agents appointed in accordance with the provisions of Section 4.03 hereof. No officer shall be prevented from receiving any such salary or compensation by reason of the fact that he or she is also a director of the corporation. Section 4.14 Surety Bonds. In case the Board of Directors shall so require, any officer or agent of the corporation shall execute to the corporation a bond in such sums and with such surety or sureties as the Board of Directors may direct, conditioned upon the faithful performance of his or her duties to the corporation, including responsibility for negligence and for the accounting of all property, monies, or securities of the corporation which may come into his or her hands. ARTICLE V EXECUTION OF INSTRUMENTS, BORROWING OF MONEY, AND DEPOSIT OF CORPORATE FUNDS Section 5.01 Execution of Instruments. Subject to any limitation contained in the Articles of Incorporation or these Bylaws, the president or any vice president or the general manager, if any, may, in the name and on behalf of the corporation, execute and deliver any contract or other instrument authorized in writing by the Board of Directors. The Board of Directors may, subject to any limitation contained in the Articles of Incorporation or in these Bylaws, authorize in writing any officer or agent to execute and delivery any contract or other instrument in the name and on behalf of the corporation; any such authorization may be general or confined to specific instances. Section 5.02 Loans. No loans or advances shall be contracted on behalf of the corporation, no negotiable paper or other evidence of its obligation under any loan or advance shall be issued in its name, and no property of the corporation shall be mortgaged, pledged, hypothecated, transferred, or conveyed as security for the payment of any loan, advance, indebtedness, or liability of the corporation, unless and except as authorized by the Board of Directors. Any such authorization may be general or confined to specific instances. Section 5.03 Deposits. All monies of the corporation not otherwise employed shall be deposited from time to time to its credit in such banks and or trust companies or with such bankers or other depositories as the Board of Directors may select, or as from time to time may be selected by any officer or agent authorized to do so by the Board of Directors. Section 5.04 Checks, Drafts, Etc. All notes, drafts, acceptances, checks, endorsements, and, subject to the provisions of these Bylaws, evidences of indebtedness of the corporation, shall be signed by such officer or officers or such agent or agents of the corporation and in such manner as the Board of Directors from time to time may determine. Endorsements for deposit to the credit of the corporation in any of its duly authorized depositories shall be in such manner as the Board of Directors from time to time may determine. Section 5.05 Bonds and Debentures. Every bond or debenture issued by the corporation shall be evidenced by an appropriate instrument which shall be signed by the president or a vice president and by the secretary and sealed with the seal of the corporation. The seal may be a facsimile, engraved or printed. Where such bond or debenture is authenticated with the manual signature of an authorized officer of the corporation or other trustee designated by the indenture of trust or other agreement under which such security is issued, the signature of any of the corporation's officers named thereon may be a facsimile. In case any officer who signed, or whose facsimile signature has been used on any such bond or debenture, should cease to be an officer of the corporation for any reason before the same has been delivered by the corporation, such bond or debenture may nevertheless be adopted by the corporation and issued and delivered as through the person who signed it or whose facsimile signature has been used thereon had not ceased to be such officer. Section 5.06 Sale, Transfer, Etc. of Securities. Sales, transfers, endorsements, and assignments of stocks, bonds, and other securities owned by or standing in the name of the corporation, and the execution and delivery on behalf of the corporation of any and all instruments in writing incident to any such sale, transfer, endorsement, or assignment, shall be effected by the president, or by any vice president, together with the secretary, or by any officer or agent thereunto authorized by the Board of Directors. Section 5.07 Proxies. Proxies to vote with respect to shares of other corporations owned by or standing in the name of the corporation shall be executed and delivered on behalf of the corporation by the president or any vice president and the secretary or assistant secretary of the corporation, or by any officer or agent thereunder authorized by the Board of Directors. ARTICLE VI CAPITAL SHARES Section 6.01 Share Certificates. Every holder of shares in the corporation shall be entitled to have a certificate, signed by the president or any vice president and the secretary or assistant secretary, and sealed with the seal (which may be a facsimile, engraved or printed) of the corporation, certifying the number and kind, class or series of shares owned by him or her in the corporation; provided, however, that where such a certificate is countersigned by (a) a transfer agent or an assistant transfer agent, or (b) registered by a registrar, the signature of any such president, vice president, secretary, or assistant secretary may be a facsimile. In case any officer who shall have signed, or whose facsimile signature or signatures shall have been used on any such certificate, shall cease to be such officer of the corporation, for any reason, before the delivery of such certificate by the corporation, such certificate may nevertheless be adopted by the corporation and be issued and delivered as though the person who signed it, or whose facsimile signature or signatures shall have been used thereon, has not ceased to be such officer. Certificates representing shares of the corporation shall be in such form as provided by the statutes of the state of incorporation. There shall be entered on the share books of the corporation at the time of issuance of each share, the number of the certificate issued, the name and address of the person owning the shares represented thereby, the number and kind, class or series of such shares, and the date of issuance thereof. Every certificate exchanged or returned to the corporation shall be marked "Canceled" with the date of cancellation. Section 6.02 Transfer of Shares. Transfers of shares of the corporation shall be made on the books of the corporation by the holder of record thereof, or by his or her attorney thereunto duly authorized by a power of attorney duly executed in writing and filed with the secretary of the corporation or any of its transfer agents, and on surrender of the certificate or certificates, properly endorsed or accompanied by proper instruments of transfer, representing such shares. Except as provided by law, the corporation and transfer agents and registrars, if any, shall be entitled to treat the holder of record of any stock as the absolute owner thereof for all purposes, and accordingly, shall not be bound to recognize any legal, equitable, or other claim to or interest in such shares on the part of any other person whether or not it or they shall have express or other notice thereof. Section 6.03 Regulations. Subject to the provisions of this Article VI and of the Articles of Incorporation, the Board of Directors may make such rules and regulations as they may deem expedient concerning the issuance, transfer, redemption, and registration of certificates for shares of the corporation. Section 6.04 Maintenance of Stock Ledger at Principal Place of Business. A share book (or books where more than one kind, class, or series of stock is outstanding) shall be kept at the principal place of business of the corporation, or at such other place as the Board of Directors shall determine, containing the names, alphabetically arranged, of original shareholders of the corporation, their addresses, their interest, the amount paid on their shares, and all transfers thereof and the number and class of shares held by each. Such share books shall at all reasonable hours be subject to inspection by persons entitled by law to inspect the same. Section 6.05 Transfer Agents and Registrars. The Board of Directors may appoint one or more transfer agents and one or more registrars with respect to the certificates representing shares of the corporation, and may require all such certificates to bear the signature of either or both. The Board of Directors may from time to time define the respective duties of such transfer agents and registrars. No certificate for shares shall be valid until countersigned by a transfer agent, if at the date appearing thereon the corporation had a transfer agent for such shares, and until registered by a registrar, if at such date the corporation had a registrar for such shares. Section 6.06 Closing of Transfer Books and Fixing of Record Date. (a) The Board of Directors shall have power to close the share books of the corporation for a period of not to exceed 50 days preceding the date of any meeting of shareholders, or the date for payment of any dividend, or the date for the allotment of rights, or capital shares shall go into effect, or a date in connection with obtaining the consent of shareholders for any purpose. (b) In lieu of closing the share transfer books as aforesaid, the Board of Directors may fix in advance a date, not exceeding 50 days preceding the date of any meeting of shareholders, or the date for the payment of any dividend, or the date for the allotment of rights, or the date when any change or conversion or exchange of capital shares shall go into effect, or a date in connection with obtaining any such consent, as a record date for the determination of the shareholders entitled to a notice of, and to vote at, any such meeting and any adjournment thereof, or entitled to receive payment of any such dividend, or to any such allotment of rights, or to exercise the rights in respect of any such change, conversion or exchange of capital stock, or to give such consent. (c) If the share transfer books shall be closed or a record date set for the purpose of determining shareholders entitled to notice of or to vote at a meeting of shareholders, such books shall be closed for, or such record date shall be, at least ten (10) days immediately preceding such meeting. Section 6.07 Lost or Destroyed Certificates. The corporation may issue a new certificate for shares of the corporation in place of any certificate theretofore issued by it, alleged to have been lost or destroyed, and the Board of Directors may, in its discretion, require the owner of the lost or destroyed certificate or his or her legal representatives, to give the corporation a bond in such form and amount as the Board of Directors may direct, and with such surety or sureties as may be satisfactory to the board, to indemnify the corporation and its transfer agents and registrars, if any, against any claims that may be made against it or any such transfer agent or registrar on account of the issuance of such new certificate. A new certificate may be issued without requiring any bond when, in the judgment of the Board of Directors, it is proper to do so. Section 6.08 No Limitation on Voting Rights; Limitation on Dissenter's Rights. To the extent permissible under the applicable law of any jurisdiction to which the corporation may become subject by reason of the conduct of business, the ownership of assets, the residence of shareholders, the location of offices or facilities, or any other item, the corporation elects not to be governed by the provisions of any statute that (i) limits, restricts, modified, suspends, terminates, or otherwise affects the rights of any shareholder to cast one vote for each share of common stock registered in the name of such shareholder on the books of the corporation, without regard to whether such shares were acquired directly from the corporation or from any other person and without regard to whether such shareholder has the power to exercise or direct the exercise of voting power over any specific fraction of the shares of common stock of the corporation issued and outstanding or (ii) grants to any shareholder the right to have his or her stock redeemed or purchased by the corporation or any other shareholder on the acquisition by any person or group of persons of shares of the corporation. In particular, to the extent permitted under the laws of the state of incorporation, the corporation elects not to be governed by any such provision, including the provisions of the Nevada Control Share Acquisitions Act, Sections 78.378 to 78.3793, inclusive, of the Nevada Revised Statutes, or any statute of similar effect or tenor. ARTICLE VII EXECUTIVE COMMITTEE AND OTHER COMMITTEES Section 7.01 How Constituted. The Board of Directors may designate an executive committee and such other committees as the Board of Directors may deem appropriate, each of which committees shall consist of two or more directors. Members of the executive committee and of any such other committees shall be designated annually at the annual meeting of the Board of Directors; provided, however, that at any time the Board of Directors may abolish or reconstitute the executive committee or any other committee. Each member of the executive committee and of any other committee shall hold office until his or her successor shall have been designated or until his or her resignation or removal in the manner provided in these Bylaws. Section 7.02 Powers. During the intervals between meetings of the Board of Directors, the executive committee shall have and may exercise all powers of the Board of Directors in the management of the business and affairs of the corporation, except for the power to fill vacancies in the Board of Directors or to amend these Bylaws, and except for such powers as by law may not be delegated by the Board of Directors to an executive committee. Section 7.03 Proceedings. The executive committee, and such other committees as may be designated hereunder by the Board of Directors, may fix its own presiding and recording officer or officers, and may meet at such place or places, at such time or times and on such notice (or without notice) as it shall determine from time to time. It will keep a record of its proceedings and shall report such proceedings to the Board of Directors at the meeting of the Board of Directors next following. Section 7.04 Quorum and Manner of Acting. At all meeting of the executive committee, and of such other committees as may be designated hereunder by the Board of Directors, the presence of members constituting a majority of the total authorized membership of the committee shall be necessary and sufficient to constitute a quorum for the transaction of business, and the act of a majority of the members present at any meeting at which a quorum is present shall be the act of such committee. The members of the executive committee, and of such other committees as may be designated hereunder by the Board of Directors, shall act only as a committee and the individual members thereof shall have no powers as such. Section 7.05 Resignations. Any member of the executive committee, and of such other committees as may be designated hereunder by the Board of Directors, may resign at any time by delivering a written resignation to either the president, the secretary, or assistant secretary, or to the presiding officer of the committee of which he or she is a member, if any shall have been appointed and shall be in office. Unless otherwise specified herein, such resignation shall take effect on delivery. Section 7.06 Removal. The Board of Directors may at any time remove any member of the executive committee or of any other committee designated by it hereunder either for or without cause. Section 7.07 Vacancies. If any vacancies shall occur in the executive committee or of any other committee designated by the Board of Directors hereunder, by reason of disqualification, death, resignation, removal, or otherwise, the remaining members shall, until the filling of such vacancy, constitute the then total authorized membership of the committee and, provided that two or more members are remaining, continue to act. Such vacancy may be filled at any meeting of the Board of Directors. Section 7.08 Compensation. The Board of Directors may allow a fixed sum and expenses of attendance to any member of the executive committee, or of any other committee designated by it hereunder, who is not an active salaried employee of the corporation for attendance at each meeting of said committee. ARTICLE VIII INDEMNIFICATION, INSURANCE, AND OFFICER AND DIRECTOR CONTRACTS Section 8.01 Indemnification: Third Party Actions. The corporation shall have the power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action, or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that he or she is or was a director, officer, employee, or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise, against expenses (including attorneys' fees) judgments, fines, and amounts paid in settlement actually and reasonably incurred by him or her in connection with any such action, suit or proceeding, if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful. The termination of any action, suit, or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the corporation, and with respect to any criminal action or proceeding, he or she had reasonable cause to believe that his or her conduct was unlawful. Section 8.02 Indemnification: Corporate Actions. The corporation shall have the power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that he or she is or was a director, officer, employee, or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise, against expenses (including attorneys' fees) actually and reasonably incurred by him or her in connection with the defense or settlement of such action or suit, if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation, except that no indemnification shall be made in respect of any claim, issue, or matter as to which such a person shall have been adjudged to be liable for negligence or misconduct in the performance of his or her duty to the corporation, unless and only to the extent that the court in which the action or suit was brought shall determine on application that, despite the adjudication of liability but in view of all circumstances of the case, the person is fairly and reasonably entitled to indemnity for such expenses as the court deems proper. Section 8.03 Determination. To the extent that a director, officer, employee, or agent of the corporation has been successful on the merits or otherwise in defense of any action, suit, or proceeding referred to in Sections 8.01 and 8.02 hereof, or in defense of any claim, issue, or matter therein, he or she shall be indemnified against expenses (including attorneys' fees) actually and reasonably incurred by him or her in connection therewith. Any other indemnification under Sections 8.01 and 8.02 hereof, shall be made by the corporation upon a determination that indemnification of the officer, director, employee, or agent is proper in the circumstances because he or she has met the applicable standard of conduct set forth in Sections 8.01 and 8.02 hereof. Such determination shall be made either (i) by the Board of Directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit, or proceeding; or (ii) by independent legal counsel on a written opinion; or (iii) by the shareholders by a majority vote of a quorum of shareholders at any meeting duly called for such purpose. Section 8.04 General Indemnification. The indemnification provided by this Section shall not be deemed exclusive of any other indemnification granted under any provision of any statute, in the corporation's Articles of Incorporation, these Bylaws, agreement, vote of shareholders or disinterested directors, or otherwise, both as to action in his or her official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer, employee, or agent, and shall inure to the benefit of the heirs and legal representatives of such a person. Section 8.05 Advances. Expenses incurred in defending a civil or criminal action, suit, or proceeding as contemplated in this Section may be paid by the corporation in advance of the final disposition of such action, suit, or proceeding upon a majority vote of a quorum of the Board of Directors and upon receipt of an undertaking by or on behalf of the director, officers, employee, or agent to repay such amount or amounts unless if it is ultimately determined that he or she is to indemnified by the corporation as authorized by this Section. Section 8.06 Scope of Indemnification. The indemnification authorized by this Section shall apply to all present and future directors, officers, employees, and agents of the corporation and shall continue as to such persons who ceases to be directors, officers, employees, or agents of the corporation, and shall inure to the benefit of the heirs, executors, and administrators of all such persons and shall be in addition to all other indemnification permitted by law. Section 8.07. Insurance. The corporation may purchase and maintain insurance on behalf of any person who is or was a director, employee, or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise against any liability asserted against him or her and incurred by him or her in any such capacity, or arising out of his or her status as such, whether or not the corporation would have the power to indemnify him or her against any such liability and under the laws of the state of incorporation, as the same may hereafter be amended or modified. ARTICLE IX FISCAL YEAR The fiscal year of the corporation shall be fixed by resolution of the Board of Directors. ARTICLE X DIVIDENDS The Board of Directors may from time to time declare, and the corporation may pay, dividends on its outstanding shares in the manner and on the terms and conditions provided by the Articles of Incorporation and these Bylaws. ARTICLE XI AMENDMENTS All Bylaws of the corporation, whether adopted by the Board of Directors or the shareholders, shall be subject to amendment, alteration, or repeal, and new Bylaws may be made, except that: (a) No Bylaws adopted or amended by the shareholders shall be altered or repealed by the Board of Directors. (b) No Bylaws shall be adopted by the Board of Directors which shall require more than a majority of the voting shares for a quorum at a meeting of shareholders, or more than a majority of the votes cast to constitute action by the shareholders, except where higher percentages are required by law; provided, however that (i) if any Bylaw regulating an impending election of directors is adopted or amended or repealed by the Board of Directors, there shall be set forth in the notice of the next meeting of shareholders for the election of directors, the Bylaws so adopted or amended or repealed, together with a concise statement of the changes made; and (ii) no amendment, alteration or repeal of this Article XI shall be made except by the shareholders. CERTIFICATE OF SECRETARY The undersigned does hereby certify that he or she is the secretary of TINTIC GOLD MINING COMPANY, a corporation duly organized and existing under and by virtue of the laws of the State of Nevada; that the above and foregoing Bylaws of said corporation were duly and regularly adopted as such by the Board of Directors of the corporation at a meeting of the Board of Directors, which was duly and regularly held on the 8th day of March, 2004, and that the above and foregoing Bylaws are now in full force and effect. DATED THIS 10th day of March, 2004. /s/Hugh N. Coltharp _________________________________ Hugh N. Coltharp, Secretary EX-4 5 ex4.txt FORM OF OR SPECIMEN COMMON STOCK CERTIFICATE Exhibit 4.1 Specimen Common Stock Certificate Not Valid Unless Countersigned by Transfer Agent Incorporated under the Laws of the State of Nevada Certificate No. _______ Number of Shares __________ CUSIP No. 887647 10 5 TINTIC GOLD MINING COMPANY Authorized stock 50,000,000 Common Shares Par Value Per Share $0.001 This certifies that _____________ is the registered owner of ____________ shares of TINTIC GOLD MINING COMPANY transferable on the books of the Corporation by the holder hereof in person or by Attorney upon surrender of this Certificate properly endorsed. IN WITNESS WHEREOF, the said Corporation has caused this Certificate to be signed by its duly authorized officers and its Corporate Seal to be hereunder affixed. DATED _______________________________ _______________________________ Hugh Coltharp, Secretary [SEAL] George P. Christopulos, President Transfer Agent and Registrar: Countersigned and Registered COTTONWOOD STOCK TRANSFER CORPORATION 5899 South State Street Salt Lake City, Utah 84107 Authorized signature EX-5 6 ex5-23.txt OPINION AND CONSENT OF MABEY & COOMBS, L.C. Exhibits 5.1 and 23.2 LETTERHEAD OF MABEY & COOMBS, L.C. October 14, 2004 Board of Directors Tintic Gold Mining Company 3131 Teton Drive Salt Lake City, Utah 84109 Re: Legal Opinion regarding the Proposed Stock Dividend Distribution to March 5, 2004 Shareholders of Tintic Gold Mining Co., a Utah corporation (now known as Kiwa Bio-Tech Products Group Corp.) Ladies and Gentlemen: In our capacity as counsel for Tintic Gold Mining Company (formerly Tintic Gold Mining Company, a Utah corporation) (the "Company"), we have participated in the corporate proceedings relative to the authorization and issuance of 1,009,643 shares of Common Stock, par value $.001 per share ("Company Common Stock") to the stockholders of record as of March 5, 2004, of Tintic Gold Mining Company, a Utah corporation ("Tintic-Utah")] (the "Distribution"), pursuant to the terms of an Agreement of Distribution by and between Tintic-Utah and the Company (the "Distribution Agreement"). A copy of the Distribution Agreement is included as Exhibit 1.1 to the registration statement of which the prospectus is a part, all as set out and described in the Company's registration statement on Form SB-2 (File No. _________) under the Securities Act of 1933 (the "Registration Statement"). We have also participated in the preparation and filing of the Registration Statement. Based upon the foregoing and upon our examination of originals (or copies certified to our satisfaction) of such corporate records, certificates and other documents of the Company and upon inquiry of such officers of the Company as we have deemed necessary or appropriate as a basis for the opinions hereinafter expressed, and assuming the accuracy and completeness of all information supplied us by the Company, we are of the opinion that: (1) The Company is a corporation duly organized and validly existing under the laws of the State of Nevada; (2) The Company has taken all requisite corporate action and all action required by the laws of the State of Nevada with respect to the authorization, issuance and sale of the Company Common Stock, to be distributed pursuant to the Registration Statement; (3) The 1,009,643 shares of the Company Common Stock, which have been issued and which are currently held in escrow by Cottonwood Stock Transfer for the benefit of March 5, 2004 Tintic-Utah shareholders and which will be physically delivered to such persons in the Distribution in the manner set forth in the Registration Statement relating to the Company Common Stock, are duly authorized, validly issued, fully paid and non-assessable shares of the Company Common Stock; We hereby consent to the use of this opinion as an exhibit to the Registration Statement and to the references to our firm in the prospectus. Yours very truly, /s/Mabey & Coombs, L.C. - --------------------------- MABEY & COOMBS, L.C. EX-10 7 ex10-1.txt SPECIAL WARRANTY DEED Exhibit 10.1 00234558 Bk. 0462 pg. 0814 Craig J. Sperry, Juab County Recorder 2004 MAR 18 09:20 AM FEE $1400 BY DPZ FOR: COOMBS, JOHN MICHAEL When Recorded Mail to: George Christopulos, President TINTIC GOLD MINING COMPANY 3131 Teton Drive Salt Lake City, Utah 84109 SPECIAL WARRANTY DEED Tintic Gold Mining Company, a Utah corporation, as Grantor, of Salt Lake County, State of Utah, hereby conveys and warrants, against all claiming by, through or under said Grantor, to Tintic Gold Mining Company, a Nevada corporation formed during March 2004, as Grantee, located at 3131 Teton Drive, Salt Lake City, Utah 84109, for the sum of TEN DOLLARS and good and other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the following described tract of land located near the town of Mammoth in the Tintic Mining District of Juab County, State of Utah: Three (3) patented mining claims knows as the EMERALD, the RUBY, and the DIAMOND LODE MINING CLAIMS located in the Central portion of the Tintic Mining District, Juab County, Utah, embracing 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 designated as Lot No. 224, more particularly described in the patent recorded in Book 60, Page 406, of the records of Juab County, Utah. In this grant, Grantor specifically and hereby EXCLUDES a three percent (3%) net smelter interest in the values of any minerals mined from the above described MINING CLAIMS, including the entire surface rights, subject to usage for mining purposes, all of which, according to the books and records of the Juab County Recorder, should show as interests in favor of Mr. C. Chase Hoffman, c/o Hoffman Farms, 21346 Road 140, P.O. Box 579, Tulare, California, 93275. Grantor warrants title as aforesaid to Grantee to the fullest extent, but not exceeding the coverage and protection afforded to Grantor as name insured under any policy of title insurance insuring Grantor's title and interest in the aforedescribed property. The officer who signs this deed hereby certifies that this deed and the transfer represented thereby was duly authorized under a resolution duly adopted by the board of directors of the Grantor at a lawful meeting duly held and attended by a quorum. WITNESS, the hand of said Grantor, this 12th day of March, 2004. 00234558 Bk. 0462 pg. 0815 TINTIC GOLD MINING COMPANY, A Utah corporation s/ By: George Christopulos Its: President and a Director STATE OF UTAH ) ) ss. COUNTY OF SALT LAKE) On the 12th day of March, 2004, George Christopulos, personally appeared before me and who being by me duly sworn did say, for himself, that he, the said George Christopulos, is the president of Grantor, Tintic Gold Mining Company, a Utah corporation, and that the within and foregoing instrument was signed in behalf of said corporation by authority of a resolution of its board of directors and said president duly acknowledged to me that said corporation executed the same accordingly. s/ Notary Public EX-23 8 ex23-1.txt CONSENT OF PRITCHETT SILER & HARDY Exhibit 23.1 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the use in the Prospectus constituting part of this Registration Statement on Form SB-2 for Tintic Gold Mining Company, of our report dated September 7, 2004, relating to the August 31, 2004 financial statements of Tintic Gold Mining Company, which appears in such Prospectus. We also consent to the reference to us under the heading "Experts". /s/ Pritchett Siler & Hardy Salt Lake City, Utah October 12, 2004 -----END PRIVACY-ENHANCED MESSAGE-----