-----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, SK3/qclh/HO+0wMOMMlpNOby1CJ0Q8fPCouSUWbU25ILPA8VdbiUZe4J53YZKd7j bDmMJvUzGgFLv9FNBatUgw== 0001010412-05-000365.txt : 20080317 0001010412-05-000365.hdr.sgml : 20080317 20050930190821 ACCESSION NUMBER: 0001010412-05-000365 CONFORMED SUBMISSION TYPE: SB-2/A PUBLIC DOCUMENT COUNT: 6 FILED AS OF DATE: 20051003 DATE AS OF CHANGE: 20061018 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Tintic Gold Mining CO CENTRAL INDEX KEY: 0001301839 STANDARD INDUSTRIAL CLASSIFICATION: GOLD & SILVER ORES [1040] IRS NUMBER: 870448400 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SB-2/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-119742 FILM NUMBER: 051115454 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/A 1 sb2a3.txt SB-2 THIRD AMENDED REGISTRATION STATEMENT As filed with the Securities and Exchange Commission on September 30, 2005. Registration No. 333-119742 Securities and Exchange Commission Washington, D.C. 20549 Third Amendment to Form SB-2/A Registration Statement Under The Securities Act of 1933 Tintic Gold Mining Company (Exact name of registrant as specified in its charter) Nevada 1041 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 June 30, 2005. The registrant amends this registration statement on the date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this registration statement shall become effective on the date as the Commission, acting pursuant to said Section 8(a), may determine. Initial Public Offering Prospectus Subject to completion, dated October __, 2005 Tintic Gold Mining Company 1,009,643 Shares of Common Capital Stock The information in this prospectus is not complete and may be changed. We do not intend to distribute these securities until our registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted. Tintic Gold Mining Company, a Nevada corporation ("Tintic-Nevada" or "Issuer" or "Registrant"), is distributing 1,009,643 shares of its common stock 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__, 2005. Tintic Gold Mining Company Prospectus Table of Contents PROSPECTUS SUMMARY ...................................................... 2 - ------------------ RISK FACTORS............................................................. 4 - ------------ CAUTIONARY STATEMENTS....................................................14 - --------------------- USE OF PROCEEDS..........................................................14 - --------------- CAPITALIZATION...........................................................14 - -------------- THE DISTRIBUTION.........................................................15 - ---------------- DIVIDEND POLICY..........................................................18 - --------------- LEGAL PROCEEDINGS........................................................18 - ----------------- MANAGEMENT'S PLAN OF OPERATION...........................................19 - ------------------------------ BUSINESS.................................................................24 - -------- DESCRIPTION OF OUR MINERAL ASSETS OR PROPERTY ACQUIRED AS A RESULT OF THE MERGER...................................................................28 - ------ MANAGEMENT AND PRINCIPAL SHAREHOLDERS OF TINTIC GOLD MINING COMPANY......35 - ------------------------------------------------------------------- CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS...........................39 - ---------------------------------------------- DESCRIPTION TINTIC GOLD MINING COMPANY CAPITAL STOCK.....................39 - ---------------------------------------------------- SHARES ELIGIBLE FOR FUTURE SALE..........................................40 - ------------------------------- UNCLAIMED OR ABANDONED STOCK RESULTING FROM THE DISTRIBUTION.............40 - ------------------------------------------------------------ LEGAL MATTERS............................................................41 - -------------- EXPERTS..................................................................41 - ------- WHERE YOU CAN FIND MORE INFORMATION......................................41 - ----------------------------------- INDEX TO FINANCIAL STATEMENTS............................................41 - ----------------------------- 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 that it had acquired over the years from leasing its mineral claims. Because these assets were not integral or related to its then-current business, Kiwa, the successor-in- interest to Tintic-Utah, decided, under terms of an agreement and plan of distribution dated March 12, 2004, to transfer these assets to Tintic-Utah's subsidiary, now us, in exchange for our common stock so that we could pursue our own business plan involving 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, by us and our transfer agent, pro rata as of such date, to the stockholders of Tintic-Utah who did NOT receive their common stock in Kiwa as a result of its reorganization transaction by and between Kiwa and Tintic-Utah. These shareholders will receive the same number of shares of common stock of our company as they owned of Tintic-Utah prior to Kiwa's March 12, 2004, reorganization with Tintic-Utah. It is thus a pro rata distribution as of the record date, March 5, 2004. In addition, these shareholders will have the same proportional rights and interests they had in Tintic-Utah prior to such reorganization transaction, with the exception of the fact that we have issued additional shares, since then, to certain persons in exchange for investment capital of $25,000. This money was needed to be raised in order to pay for, among other things, the legal and accounting fees necessary to carry out the distribution subject of this document. Our business strategy is to maintain our mineral properties and assets, and to initiate relationships with strategic partners to explore our mineral properties if and when strategic partners are identified. According to Industry Guide No. 7, we are classified or considered an exploration stage [mining] company which is defined as a company engaged in the search for mineral deposits (reserves) which are not in either the development or production stage. Our mining claims (which only include or involve the mineral rights and not surface rights) that we intend to explore (if funding becomes available to us for such purposes) and which were owned by our previous or prior parent corporation since 1933, are located in the heart of the Tintic Mining District of Juab County, Utah, approximately 1/4 of a mile from the small town of Mammoth, Utah, which is approximately 90 miles south of Salt Lake City, on the other side or over the mountain that borders the southern end of Utah Lake. The mailing address of our principal executive offices is 3131 Teton Drive, Salt Lake City, Utah 84109 and our telephone number is 801-485-3939. The Distribution Type of security distributed..........Common stock, $0.001 par value per share. Number of total outstanding shares...............................1,509,643(1). Common stock outstanding after the distribution..............1,509,643 shares. 2 (1) Currently 1,009,643 shares of our common stock are physically held in one certificate by our stock transfer agent and while the certificate representing these shares is registered in the name of "Tintic Gold Mining Company, a Utah corporation," that certificate was signed over and signature guaranteed as part of, or pursuant to, a March 12, 2004 Distribution Agreement. With this prospective distribution, those shares will be distributed to all of the shareholders of record in Tintic Gold Mining Co., a Utah corporation, as of March 5, 2004, the record date for entitlement to receive such stock dividend. The distribution will not change the number of currently issued and outstanding shares after this offering and distribution, which are 1,509,643 shares. Summary Financial Data The following summary financial data should be read in conjunction with "Management's Discussion and Analysis or Plan of Operation" and the Financial Statements and Notes thereto, included elsewhere in this Prospectus. The statement of operations data and the balance sheet data at December 31, 2004 are derived from our financial statements contained in this prospectus. STATEMENT OF OPERATIONS DATA: From December 31, 1997 (Inception of exploration stage) Through June 30, 2005 Revenue $ - Total Operating Expenses 170,539 Net Loss $ 152,102 ------------- LOSS PER SHARE INFORMATION: Loss per common share $ (.028) ------------- BALANCE SHEET DATA: June 30, 2005 Cash and Cash equivalents $ 18,083 Total assets 18,083 Total Liabilities 3,910 Stockholder's Equity 14,173 Total liabilities and stockholder's equity $ 18,083 3 RISK FACTORS Any person investing or considering investing in the securities of Tintic Gold Mining Company, a Nevada corporation ("Tintic-Nevada" or "Company") should consider the following material risks before an investment is made in us. If any one or more of these risks happen, our business, results of operations, or financial condition may be significantly impaired or otherwise adversely affected. There may also be a concomitant adverse effect on the value of the securities of Tintic-Nevada and anyone investing or seeking to invest in our securities may lose part or all of his or her investment. In general, these risks include but are not limited to, our limited operating history, our limited capital and need for additional capital or financing, the relative inexperience of management in the mining industry, our ability or inability to promote and explore our patented mining claims (the Tintic, Diamond and Emerald Claims hereinafter the "Claims"), the cost of exploration of our Claims (costs which include cleaning and dewatering of old mine workings and drilling for favorable or prospective mineralization), regulation of the mining industry as a whole, environmental concerns and compliance costs with respect to mining (the costs of which cannot be determined or assessed at any one time), our dependence upon outside mining or other experts, our dependence on the price of silver, gold and other precious metals, our ability or inability to locate and consummate a transaction with a mining partner or joint venturer that would enable us to explore our mining Claims and that would otherwise be in the best interests of our shareholders, competition from other or similar companies and businesses, and, general economic conditions. We need substantial additional capital and we have no revenues at this time nor do we anticipate having any in the near future. Most importantly, Tintic- Nevada does NOT anticipate paying, or being able to pay, any dividends on its common stock. Investment in our securities should be considered highly speculative. We have no recent operating history and are subject to all of the risks inherent in a developing business enterprise. Reference is made to each of the following enumerated risk factors. Because our securities involve a high degree of risk, the reader is cautioned to carefully read this prospectus in its entirety and to consider all of the factors and financial data that are disclosed in this document, in particular, the specific risk factors described below. The following constitutes an effort to itemize a variety of risk factors involving us and our mining exploration business. The following is not meant to be an exhaustive list of all of the risks involved in an investment in Tintic-Nevada. 1. EXPLORATION STAGE COMPANY/LACK OF RECENT OPERATING HISTORY OR RESULTS. From a mining industry standpoint, Tintic-Nevada is considered an exploration stage company. Since our recent inception in Nevada as a wholly owned subsidiary of Tintic-Utah, we have not actively engaged in any mining or energy-related activities. Instead, all of our recent activities have been related to acquiring, from our former parent corporation, our existing mineral claims located in the Tintic Mining District of Juab County, Utah ("Claims"), and the subsequent filing a registration statement with the Securities and Exchange Commission that now enables us to disseminate this prospectus and thus distribute our shares to those persons who were shareholders of Tintic- Utah on March 5, 2004. Businesses that are starting up or in their initial stages of development present substantial business and financial risks and suffer significant losses from which they may not recover. Tintic-Nevada will face all of the challenges of a new business enterprise. Because we are in the exploration stage, there is little, if any, history on which to judge our financial condition or potential success. 4 Tintic-Nevada, as such, has had no operating history as a mining or mineral exploration company; therefore, it is dependant on management for the implementation of its new business plan. Tintic-Nevada will likely rely on consultants and independent contractors in its exploratory stages to implement its business plan. These stages will include staking, evaluation, permitting or licensing and assessment activities. If and when funding for these purposes becomes available, if it does, these stages will also include cleaning and dewatering old mine workings in order to conduct sampling and assaying, not to mention possible drilling in old shafts and stopes (i.e., underground lateral tunnels) in anticipation of locating favorable or prospective mineralization. 2. WE HAVE NO CURRENT MINING OPERATIONS OF ANY KIND AND DO NOT INTEND TO ENTER INTO THE MINE MANAGEMENT BUSINESS. Currently, we have no exploratory or other mining operations of any kind. Furthermore, because of current lack of funding for such purpose, we have no immediate plans or other ability to implement and carry out any exploratory activity. At such time as we do, if we do, and if funding or other resources become available for such purpose, we will assume all of the risks and liabilities of any enterprise engaging in mining exploration activity, activity that is highly risky, expensive and inherently dangerous. These risk factors include but are not limited to the multitude of risk factors set forth and described hereinbelow. In this regard, special reference is made to Risk Factor Nos. 4, 5, 7, 17, 19, 22 and 23 below. In addition, current management, all of whom lack direct mining experience and training, do NOT intend to have us enter into the mine or mining management business and if funding does become available for the implementation of a mining exploration program on our Claims, or, more specifically, the Emerald Mine located on our properties, we will rely on other mining experts and their employees, advisors and consultants to carry out such a program. 3. NO ASSURANCE CAN BE GIVEN THAT A COMMERCIALLY VIABLE MINERAL DEPOSIT EXISTS ON THE OUR MINERAL CLAIMS. As disclosed further below, our only mineral property consists of the three mineral Claims we currently own in fee simple (other than the surface rights and a 3% net smelter return retained by an individual named Chase Hoffman) located approximately 1/4 mile from the town of Mammoth, Utah, properties acquired from our parent corporation on or about March 12, 2004. Because of the lack of recent exploratory or other activity and other meaningful or recent geologic information concerning our Claims, we can make NO assurance that a viable mineral deposit of any kind exists on our Claims. This is true even though, according to information in our possession, as much as 1,800 tons of ore were at one time extracted or removed from our Claims. Because this occurred perhaps as long as 90 years ago, we are not certain what kind of ore it was, what our parent corporation or its predecessor sold such ore for (if they did), or what type of grade it consisted of. Our Claims have been explored by numerous shallow shafts, surface workings, and a one and one-half compartment shaft sunk one thousand feet deep, with levels driven at the 400, 500, 600, 700 and 1,000 foot levels. This shaft is known as the Emerald Mine or Shaft. See the section below titled "DESCRIPTION OF OUR MINERAL ASSETS AND PROPERTY ACQUIRED AS A RESULT OF THE MERGER." 4. INHERENT RISKS OF MINING EXPLORATION/MINING EXPLORATION IS HIGHLY SPECULATIVE, EXPENSIVE AND FREQUENTLY NON-PRODUCTIVE. Though we currently lack the funding and other resources necessary to implement a mining exploration program, the reader or investor should know that if we do obtain sufficient resources for such purposes, mining exploration has many significant and inherent risks, any one of which may prevent ultimate success, not the least of which is the fact that significant mineralization may not be encountered. Not only is mining exploration highly speculative in nature, it is also hazardous and frequently or often nonproductive. 5 Such risks may be considerable and may add unexpected expenditures or delays in our plans. There can be no assurance that Tintic-Nevada's mineral exploration activities, if and when undertaken, will be successful or fruitful or that our Claims will have the type of favorable or prospective mineralization that would lead to the further development of such properties. Mining exploration activity is also subject to a number of specific hazards including rock falls, subsidence, cave-ins, flooding and other weather conditions. Insurance for some or all of these hazards may be too expensive or not available. Exploratory activities can also be affected by unanticipated changes in permitting requirements, environmental factors, changes in law, work interruptions, operating circumstances beyond anyone's control, lawsuits, unexpected changes in the quality or quantity of reserves, unstable or unexpected ground conditions and other technical issues or problems. As a consequence, if exploration funding is obtained, we may have to bear additional unforeseen and extraordinary costs and expenses. No assurance can be given that we will obtain the funding and resources necessary to engage in the actual exploration of our Claims, let alone that we will have the financial resources or insurance in the event that the hazards and risks inherent in mining exploration befall us. 5. LACK OF SUFFICIENT CAPITAL TO EXPLORE OUR MINING CLAIMS OR TO CONTINUE INDEFINITELY AS A REPORTING COMPANY. We have registered the distribution of our shares pursuant to this prospectus and we intend to thereafter become a "reporting company" with the Securities and Exchange Commission by filing a Form 8-A. We are doing so in order to make more comprehensive and current information on us more readily available to a prospective investor, partner, joint venturer or lender. The cost of becoming a reporting company is not insubstantial and the cost of continuing to file all necessary reports with the Commission and obtain the necessary audits and other accountings will continue to drain the our capital reserves. As of the date of this prospectus, we had approximately $18,000 in cash in our bank account. It is difficult to predict how long into the future we can continue to maintain our reporting obligations, though we have lawfully obligated ourselves to do so. Because we currently have only approximately $18,000 in cash in capital reserves, our current officers and directors have committed themselves to buying more shares, if necessary, to keep us current in our reporting obligations. In the event that we exhaust our $18,000 in cash and our officers and directors decide NOT to continue to put up or advance us the necessary funds after this period, we will have to consider other alternatives for the Company, including voluntarily withdrawing our reporting status by filing a Form 15 with the Commission. We currently lack the capital resources to implement and carry out a full fledged mining exploration program on our Claims, though we do have the capital resources to carry out our "work sequences" described below which shall put us in a favorable position to search out and possibly find a joint venture partner. Our business plan involves a desire to explore our Claims for possible favorable or prospective gold mineralization. We cannot provide any assurance that commercial quantities of any such mineralization exist or that we will obtain the future capital necessary to commence, let alone complete, a mining exploration program, or, for that matter, that we will obtain future capital beyond what is necessary to maintain our reporting obligations, or if so, that the amount raised or obtained will be sufficient to establish us as a going concern. See Risk Factor No. 20 below. 6. LACK OF REVENUE/ NEED FOR ADDITIONAL CAPITAL AND FINANCING. We need additional capital and funding because currently, we have no revenues and minimal capital reserves. Substantial capital expenditures are required to obtain the necessary permits and to then explore our mining Claims. Currently, we do NOT have royalty interests in any mining production or properties. 6 While we intend to seek revenue and funding sources on an on-going basis, there can be no assurance that such sources can be found, or that if available, the terms of such financing will be commercially acceptable. This lack of consistent revenue detrimentally affects our plans and progress simply because we need substantial additional capital to fund exploration operations and activities. We have limited capital and we need substantial additional financing or funding to implement a mining exploration program on our Claims. We will require substantial amounts of additional capital to develop an exploration program as intended. No assurance can be given that the necessary financing to undertake and implement an exploration program on our Claims will be obtained. Having said this, however, it is noteworthy that the prices of precious metals have improved dramatically in the last year and a half. Furthermore, the EPA, which was conducting clean-up operations in the Eureka, Utah, area, approximately 3 miles from our Claims, is completing such operations. We believe that these two factors greatly enhance the prospects of attracting investment capital and financing, certainly more than in recent years past, though no assurance can be made in this or any other regard. 7. REGULATORY AND ENVIRONMENTAL CONCERNS. Environmental and other government regulations at the federal, state and local level pertaining to our business and properties may include: (a) surface impact; (b) water acquisition and treatment; (c) site access; (d) reclamation; (e) wildlife preservation; (f) licenses and permits; and (e) maintaining the environment. Regulatory compliance in the mining industry is complex and the failure to meet and satisfy various requirements can result in fines, civil or criminal penalties or other limitations. Assuming that we acquire or obtain the money and funding necessary to implement a bona fide exploration program, we will be subject to regulation by numerous federal and state governmental authorities, but most importantly, by the federal Environmental Protection Agency (EPA), the federal Bureau of Land Management (BLM), and a host of comparable or corollary state agencies such as the Utah Department of Oil, Gas and Mining (DOGM). The failure or delay in obtaining regulatory approvals or licenses will adversely affect our ability to explore our Claims and otherwise carry out our business plan. 8. DEPENDENCE ON RETENTION AND ATTRACTION OF KEY PERSONNEL. Our future success will depend, in large part, on our ability to retain and attract highly qualified personnel, and to provide them with competitive compensation arrangements, equity participation and other benefits. We do NOT currently employ any highly qualified personnel in mining or mineral exploration; however, at such time as it becomes necessary and we have the financial capability to do so, we intend to do so. We do have a geologist/environmental engineer that we are relying on to assist us in completing our Work Sequences (see our Plan of Operation below) that will enable us to implement our business plan and it is intended that such person is and shall be paid in cash, not on a contingency or other basis. 9. CURRENT RELIANCE UPON DIRECTORS AND OFFICERS. At present, we are wholly dependent upon the personal efforts and abilities of our officers and directors, persons who served on and with our predecessor and parent corporation since 1981 and who exercise control over our day-to-day affairs. As set forth above and at such time as we exhaust our current capital reserves, we are also reliant upon these same officers and directors to financially support us in our reporting obligations. Though we will be able to maintain our reporting obligations over at least the next three (3) years, there can be no assurance that we will succeed in raising the money necessary to explore our Claims or any others that we might acquire in the future, or that our proposed operations will eventually prove successful. 7 10. INDEMNIFICATION OF OFFICERS AND DIRECTORS. Our Nevada Articles of Incorporation and Bylaws authorize us to indemnify any director, officer, agent and/or employee against certain liabilities. At the same time, we may purchase and maintain insurance on behalf of any such persons whether or not we would have the power to indemnify such person against the liability insured against. Indemnifying and/or insuring officers and directors from the increasing liabilities and risks to which such individuals are exposed as a result of their corporate acts and omissions could result in substantial expenditures by Tintic-Nevada, while preventing or barring any recovery from such individuals for the possible losses incurred by us as a result of their actions. Be this as it may, the Commission, including state regulatory authorities, takes the position that indemnification against securities violations is against public policy as expressed in the 1933 Act, as amended, and, therefore, any such indemnification is unenforceable with respect to any claim, issue, question, or matter of liability touched upon by anything within the purview of federal and state securities laws and regulations. Even assuming that we could afford it, which we cannot at this time, we have no plans to obtain any officer or director (D&O) liability insurance. 11. NO DIVIDENDS. Holders of our common stock are entitled to receive dividends when, as, and if declared by the Board of Directors out of funds legally available for that purpose. To date, we have NOT paid, and will not likely pay, any cash dividends. The Board does NOT intend to declare any dividends in the foreseeable future, but instead intends to retain all earnings, if any, for use in our business operations. Even if the Board desired to declare any dividend, our ability to do so would very likely be restricted because we are seeking, or will be seeking, outside financing and financing covenants generally prohibit such declarations. We have never paid any dividends and we do not intend to do so in the future unless circumstances warrant such. Any such circumstances do not currently exist nor are any such circumstances foreseeable or, to our knowledge, likely. 12. PREEMPTIVE RIGHTS, CUMULATIVE VOTING AND CONTROL. In accordance with our Articles of Incorporation and the laws of Nevada, there are no preemptive rights in connection with our common stock. That is to say, no shareholder has the right to acquire stock from us on any set of terms before that same stock is offered to another person. In addition, cumulative voting in electing directors is NOT provided for. Accordingly, the holder(s) of a majority of our outstanding shares, present in person or by proxy, will be able to elect all of our directors. 13. LACK OF TRADING MARKET FOR OUR COMMON STOCK/RISK THAT A TRADING MARKET MAY NOT DEVELOP (OR POTENTIAL ILLIQUID MARKET IF IT DOES)/ RISKS OF PENNY STOCKS GENERALLY. Since our inception in March 2004, no market has existed, or presently exists, for our common capital stock. At such time as we obtain "reporting" status, we intend to apply to National Association of Securities Dealers, Inc. (NASD) for an Over-the-Counter Bulletin Board (OTCBB) symbol. If and when this occurs and assuming that we indeed obtain such a symbol, we believe that the market price for shares of our common stock may likely be volatile and otherwise trade at a large spread between the bid and asked prices. To be sure, numerous factors beyond a company's control may have significant impact, from time to time, on the price of its common stock, with adverse consequences. Though our stock is not as yet trading, and no assurance can be made that it will, stock markets generally or often experience extreme price and volume fluctuations that can, and do, greatly affect the stock trading of "small capital" or Penny Stock companies such as Tintic-Nevada. These fluctuations often are unrelated to the operating performance of the company itself. Further, in conjunction with existing economic and political conditions, all such factors and uncertainties, including others, may adversely affect the market price of our common stock. 8 Our common stock is considered to be a "penny stock" because it meets one or more of the definitions in Exchange Act Rule 3a51-1. These include but are not limited to the following: (i) the stock trades at a price less than five dollars ($5.00) per share; (ii) it is NOT traded on a "recognized" national exchange; (iii) it is NOT quoted on the NASD's automated quotation system (NASDAQ), or even if so, has a price less than five dollars ($5.00) per share; OR (iv) is issued by a company with net tangible assets less than $2,000,000, if in business more than three years continuously, or $5,000,000, if in business less than a continuous three years, or with average revenues of less than $6,000,000 for the past three years. The principal result or effect of being designated a "penny stock" is that securities broker-dealers cannot recommend the stock but must trade in it on an unsolicited basis. See the following risk factor in the paragraph immediately below. 14. BROKER-DEALER REQUIREMENTS INVOLVING PENNY STOCKS MAY AFFECT TRADING AND LIQUIDITY. Section 15(g) of the Securities Exchange Act of 1934, as amended, and Rule 15g-2 promulgated by the Commission require broker-dealers dealing in penny stocks to provide potential investors with a document disclosing the risks of penny stocks and to obtain a manually signed and dated written receipt of the document before effecting any transaction in a penny stock for the investor's account. These rules may have the effect of reducing the level of trading activity in the secondary market, if and when one develops. Potential investors in our common stock are urged to obtain and read such disclosure carefully before purchasing any shares that are deemed to be "penny stock." Moreover, Commission Rule 15g-9 requires broker-dealers in penny stocks to approve the account of any investor for transactions in such stocks before selling any penny stock to that investor. This procedure requires the broker-dealer to (i) obtain from the investor information concerning his or her financial situation, investment experience and investment objectives; (ii) reasonably determine, based on that information, that transactions in penny stocks are suitable for the investor and that the investor has sufficient knowledge and experience as to be reasonably capable of evaluating the risks of penny stock transactions; (iii) provide the investor with a written statement setting forth the basis on which the broker-dealer made the determination in (ii) above; and (iv) receive a signed and dated copy of such statement from the investor, confirming that it accurately reflects the investor's financial situation, investment experience and investment objectives. Pursuant to the Penny Stock Reform Act of 1990, broker-dealers are further obligated to provide customers with monthly account statements. Compliance with the foregoing requirements may make it more difficult for investors in our stock to resell their shares to third parties or to otherwise dispose of them in the market or otherwise. See section below titled "DESCRIPTION TINTIC GOLD MINING COMPANY CAPITAL STOCK." 15. POTENTIAL FUTURE STOCK ISSUANCES; DILUTION. It is not now known what stock issuances we might find advisable or otherwise be required to undertake in the future in order to raise necessary capital and other funding, stock issuances which, if they occurred, would substantially dilute existing shareholders. 9 The potential impact or significance of any future stock issuance of "restricted" shares is as follows: under Rule 144 of the General Rules and Regulations of the Commission a person (or persons whose shares are aggregated) who has satisfied a one (1) year holding period, may sell within any three month period, an amount of shares which does not exceed the greater of one percent (1%) of the then outstanding shares of common stock, or the average weekly trading volume during the four calendar weeks prior to such sale. Rule 144 also permits the sale of shares, under certain circumstances, without any quantity limitation, by persons who have not been affiliates of the issuer within the preceding three months and who have beneficially owned the shares for a minimum period of two (2) years. Hence, the possible sale of the restricted shares issued and outstanding may, in the future, dilute the percentage of free-trading shares held by a shareholder or subsequent purchaser of our securities in the market, and may have a depressive effect on the price of our securities. Further, such sales, if substantial, might also adversely affect our ability to raise additional equity capital in the future. In addition to the foregoing, a secondary public offering and consequent issuance of additional securities would also have a dilutive effect on the holdings of existing shareholders and would otherwise, more than likely, have a depressive effect on the market price of our common stock. At this time, we have NO plans to engage in any public offering of our securities. See Risk Factor above titled "NEED FOR ADDITIONAL CAPITAL AND FINANCING." At such time as we are successful in implementing our business plan or we otherwise find an investor, partner, joint venturer or lender, it is almost certain that additional shares will be issued and that current shareholders will be substantially diluted. It is also possible that a reverse split of our shares will be effectuated in the future though there are NO plans whatsoever at the present time to undertake any such action and we are not presently aware of any circumstances that would dictate such a course of action. 16. COMPETITIVE CONDITIONS IN THE INDUSTRY. Mining companies of all calibers compete to obtain favorable mining properties and to evaluate prospects for drilling, exploration, development, and mining. Tintic-Nevada faces competition from other similarly situated junior mining companies similarly interested in acquiring mineral properties worthy of exploration for favorable or prospective gold, silver, copper and other mineralization, companies that have substantially more capital or access to the capital markets than we do. This includes other mining companies either operating, or considering operating, in the Tintic Mining District or who own properties within the Tintic Mining District of Juab County, Utah, where our properties are located. We are unable to ascertain the exact number of competitor companies, or whether or when such competitors' competitive positions could improve. Thus, we may be unable to acquire or explore other attractive mining properties on terms that are acceptable. Accordingly, such competition, although customary and typical in the mining industry, could result in delays, increased costs, or other types of adverse consequences affecting us. 17. CURRENT MANAGEMENT'S LACK OF EXPERIENCE IN AND/OR WITH MINING AND, IN PARTICULAR, MINING EXPLORATION ACTIVITY. Our current officers and directors have never been employed in the mining industry. Also, no director or officer has an education or college or university degree in mining or geology or in a field related to mining. More specifically, our management lacks technical training and experience with exploring for, starting, and/or operating a mine. With no direct training or experience in these areas, management may not be fully aware of many of the specific requirements related to mining exploration, let alone the overall mining industry as a whole. For example, their decisions and choices may fail to take into account standard engineering and other managerial approaches mineral exploration companies commonly use. 10 Consequently, our operations, earnings, and ultimate financial success could suffer irreparable harm due to our management's future possible mistakes, lack of sophistication, judgment or experience in this particular industry. See the section below titled "MANAGEMENT AND PRINCIPAL SHAREHOLDERS OF TINTIC GOLD MINING COMPANY." As a result, if we do obtain the funding or other means to implement a bona fide mining exploration program, such program will be implemented and carried out by joint venturers, partners or independent contractors who would have the requisite mining exploration experience and know-how that we currently lack. See Risk Factor 19 below. 18. INABILITY TO CURRENTLY SATISFY ANY DEBT INCURRED, OR TO BE INCURRED, BY THE COMPANY. We currently lack any ability to satisfy any debt that we may have to incur in the future. To the extent we do incur any necessary debt, we have no intention of mortgaging our Claims as collateral security on the same. We also have no history of operations on which anyone can determine whether we will have the ability to repay any debt. 19. FUTURE NEED TO RELY ON OTHERS AND OTHER EXPERTS. Assuming we become financially able to initiate exploration activities, we will have to rely on others to perform such exploratory services, with all the inherent and attendant risks of employing others for important, if not dangerous, functions. No assurance can be given that we will be able to locate contractors with which we will work, within acceptable fee arrangements, or that these persons or entities will be competent. At the same time, no assurance can be given that such persons, if any, will have the experience and skill necessary to successfully execute and carry out our proposed business plan. This is not to ignore that we may also be at risk for any violations of the law committed by those persons, their employees or any contractors we would use or hire to conduct staking, drilling, testing, and other exploratory work. 20. AUDITOR'S GOING CONCERN OPINION. Our auditors have expressed substantial doubt about our ability to continue as a going concern. Continuation of us as a going concern is dependent upon obtaining additional working capital for future planned activity. Management is developing a strategy, which we believe will accomplish this objective through additional equity funding and long term financing, particularly now that the prices of precious metals have drastically improved in the last year and a half compared to prior years and now that the Environmental Protection Agency (EPA) has completed, or is in the process of completing, a Super-Fund clean-up project in the Eureka, Utah, area approximately 3 miles from where our mining Claims are located. 21. DEPENDENCE ON MANAGEMENT AND LACK OF KEY MAN INSURANCE. Though our current officers and directors lack experience and education in the mining industry, we depend on current management to continue us as a going concern and to pursue our business plan. Though our officers and directors are not experts in mining and have never been employed by a mining company, their individual loss may potentially have an adverse impact on our future, particularly when each of them owns a relatively large number of shares. Nonetheless, we do not believe the loss of any of our officers and directors justifies the purchase of key man insurance, even assuming that we could afford it, which we cannot at this time. 22. OUR OFFICERS AND DIRECTORS WILL NOT BE DEVOTING FULL TIME TOWARDS OUR BUSINESS AND AFFAIRS. Our current officers and directors have other full time employment as more particularly disclosed in the section below titled "MANAGEMENT AND PRINCIPAL SHAREHOLDERS OF TINTIC GOLD MINING COMPANY." As a consequence, they can only devote a minimal or nominal amount of time to us and our affairs; these officers and directors intend to only devote between 1% and 10% of their monthly time and energy to the business and affairs of Tintic-Nevada. We suspect, though we are not certain, that this will involve no more than 5 to 10 hours per week of each officer and director's time. Much of the time spent will also depend upon how our business plan and our ability to attract interest in our mining Claims unfolds, something that cannot be predicted with any certainty or accuracy at this time. 11 23. NO ASSURANCE THAT OUR OFFICERS AND DIRECTORS WILL CONTINUE TO MAKE THE TYPE OF EQUITY INVESTMENT NECESSARY TO EITHER SUSTAIN US AND OTHERWISE LOCATE A MINING PARTNER/JOINT VENTURER. In August 2004, our officers and directors and another individual made a $25,000 equity investment in us. There is approximately $18,000 of such capital investment left in our checking account. While we believe that this money is sufficient to sustain us for the next year or two, both in order to complete the seven (7) work sequences identified in our Plan of Operations below and to otherwise sustain us in our "reporting" obligations, no assurance can be given that such four individuals or any one of them will continue to be willing to indefinitely make equity investments in us when and if further working capital is needed. Risk Factors Related to Our Mining Claim Assets 1. ULTIMATE INABILITY TO REALIZE OUR INVESTMENTS IN OUR MINERAL PROPERTIES. The ultimate realization of our investment in our mineral assets or properties is dependent upon, among other factors, the existence of economically recoverable reserves and the ability of us to obtain financing to undertake or embark upon an exploration program, a program that would result in making such a determination. If we do find economically recoverable reserves or ore, and no assurance can be made that we would, we would then have to determine if it is then economically feasible to engage in a development program to determine the best way to extract such mineralization. This too would require additional funding for such purpose. There presently exists substantial uncertainty concerning these and other matters and no assurances can be made regarding our desire and expectation of acquiring sufficient funds to finance any exploration operations throughout 2006 and beyond. 2. THE ABSENCE OF RECENT MINING ACTIVITY MEANS THAT WE HAVE LIMITED KNOWLEDGE OF WHAT EXPLORATION OCCURRED IN THE PAST AND WHAT MINERALIZATION EXISTS ON OUR CLAIMS. There have been no significant mining activities or operations on our Claims recently, except for limited assessment and exploration work performed during the late 1980's and early to mid-1990's by Centurion Mines Corporation and its successor, Grand Central Mining. While we are aware that significant exploration occurred at one time on our Claims, this activity, including the drilling of the Emerald Mine or Shaft, occurred as long as 80 or 100 years ago. We do not know for sure. Because of their age, the results of such efforts are largely lost, unknown and unaccounted for at the present time. Accordingly, much of these efforts may have to be repeated in the event that we engage in a mining exploration program, repeated efforts that would only add to our exploration costs. 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. 12 4. RELIANCE UPON ESTIMATES AND ASSUMPTIONS IS RISKY AND COSTLY BUT NECESSARY. Exploration stage mining companies, which are defined in Industry Guide No. 7 as companies engaged in the search for mineral deposits (reserves) which are not in either the development or production stage, use the evaluation work of professional geologists, geophysicists, and engineers to make estimates in determining whether to acquire an interest in property, or to commence exploration work. These estimates generally rely on scientific and economic assumptions, and in some instances may not be correct. The economic viability of a property cannot be determined until extensive exploration work has been conducted and a comprehensive feasibility study performed. This work could result in the expenditure of substantial amounts of money on a property before it even can be determined whether or not the property contains economically recoverable mineralization. No feasibility studies have been performed on our properties because considerable exploration work remains to be done. Moreover, market prices of minerals produced are subject to fluctuation, which may adversely affect the economic viability of properties on which expenditures have been made. We are not able to presently determine whether or not, or the extent to which, such risks may adversely affect our strategy and business plan. 5. UNCERTAINTY OF TOPOGRAPHICAL EFFECT ON EXPLORATION COULD ADD TO COSTS. Our properties are located on the top of a hill approximately 1/4 mile from the city limits of Mammoth, Utah. Because the surface of the land has some topographic relief, any inaccessibility could affect the location of drilling sites and shafts, as well as the construction of industrial facilities. It also could require that additional exploration or drilling on the property be accessed below ground, though we do not believe this is likely. These outcomes are uncertain at present, and we cannot provide assurances that they will not have a materially adverse effect on the ability of us or a third-party business partner to conduct mining activities. 6. UNCERTAIN CONDITION OF MINE WORKINGS COULD SIGNIFICANTLY ADD TO EXPLORATION COSTS. Other than the Emerald Shaft or Mine mentioned below which contains an old head frame, there are no other surface mine shafts or usable head frames on our property. Moreover, the underground workings have been inactive for many years due to the absence of significant exploration activities on our properties since the 1930's and 1950's. Considerable cost would be incurred to recondition shafts, drifts, tunnels, winces and other workings, to the extent they exist, as well as to re-equip hoisting bases and framework. It is uncertain whether and to what extent the workings themselves, as well as any rehabilitation of them, could expose us to significant environmental and safety concerns. If so, remediating these concerns could require expending an uncertain amount of funds to render the workings safe, acceptable, and environmentally sound. No assurance can be made that we will have sufficient capital to absorb these costs and expenses, costs and expenses that could significantly add to any exploration costs. 7. SUBSTANTIAL RISK THAT OUR CLAIMS DO NOT CONTAIN ORE OR RESERVES (OR SUFFICIENT ORE OR RESERVES TO JUSTIFY A DEVELOPMENT PROGRAM). We do not know, and have no way of predicting, whether, upon the completion of any exploration program, ore or reserves will be found. As with any mining exploration endeavor, we believe that there is a high probability or likelihood that that the discovery of commercial quantities of ore or reserves on our Claims is remote, even considering that ore may have been found on our Claims 80, 90 or 100 years ago. If so, or if such is determined upon completion of an exploration program, any funds spent on exploration will be lost. 13 Cautionary Statements An investment in the securities offered by this prospectus is speculative in nature and involves a high degree of risk. In addition to the other information contained in this prospectus, the following factors should be considered carefully in evaluating us before making any investment decisions with respect to our common stock to be received in the distribution. This prospectus contains, in addition to historical information, forward-looking statements that involve risks and uncertainties. Our actual results may differ materially from the results discussed in the forward-looking statements. Factors that might cause or contribute to differences include, but are not limited to, those discussed under the section titled Risk Factors, as well as those discussed elsewhere in this prospectus. When used in this prospectus with respect to Tintic-Nevada the words "estimate," "project," "intend," "expect" and similar expressions are intended to identify forward-looking statements. These statements are exposed to risks and uncertainties that could cause actual results to differ materially from those contemplated in these forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this prospectus. Risks and uncertainties include those risks, uncertainties and risk factors identified in this prospectus under the headings "Risk Factors," "The Distribution," "Federal Income Tax Consequences," and "Management's Discussion and Analysis of Financial Condition or Plan of Operation." Use of Proceeds There will be no proceeds received from the distribution of the Tintic-Nevada common stock to Tintic-Utah's shareholders of record on March 5, 2004. Capitalization There is no "offering price" as would otherwise be applicable were this not a registered stock dividend transaction. There being no "offering price," the following table sets forth the capitalization of Tintic-Nevada as of June 30, 2005. It also includes the effects of the distribution of mineral rights and related assets, at no value, and reflects the issuance of 1,509,643 shares of common stock. This table should be read in conjunction with the financial information and its accompanying notes included in this prospectus. Actual as of Pro forma June 30, 2005 As Adjusted --------------- --------------- --------------- --------------- Stockholder's Equity: Common stock, par value $.001; 50,000,000 shares authorized, 1,509,643 and 1,509,643 pro forma shares issued and outstanding 1,510 1,510 Additional paid-in capital 164,765 164,665 Retained earnings (deficit) (152,102) (152,102) --------------- --------------- --------------- --------------- Total stockholder's equity $14,173 $14,173 =============== =============== 14 The Distribution The following information summarizes the distribution. The entire distribution agreement is filed as an exhibit to the registration statement of which this prospectus is a part and is available from Tintic-Nevada directly or the SEC web site at http://www.sec.gov. You are urged to read that agreement in its entirety. Terms of the Distribution Agreement The distribution will be effected by giving to each holder of Tintic-Utah common stock (who did not receive their common stock of Tintic-Utah as a result of the March 12, 2004, reverse acquisition by Kiwa) certificates representing one (1) share of Tintic-Nevada common stock for each one (1) share of Tintic-Utah common stock held of record on March 5, 2004. Because the transaction is a stock dividend and persons who were Tintic-Utah shareholders of record on March 5, 2004, have the right, by law, to receive the stock dividend, shareholders of record of Tintic-Utah will NOT have the ability to NOT participate in the distribution. We suppose that a person could refuse to receive the shares but we do not know why a person would make that election or decision. Manner of Effecting the Distribution On the distribution date, Tintic-Nevada's transfer agent, Cottonwood Stock Transfer of Murray, Utah, will deliver, by mail, certificates for Tintic- Nevada common stock as soon as practicable to the qualified shareholders of record of Tintic-Utah common stock. No underwriters or brokers 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 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. Holders of shares of Tintic-Nevada common stock will NOT be entitled to preemptive rights, rights that are not available under Nevada law unless expressly provided for in a company's Articles of Incorporation. Tintic- Nevada has NOT provided for any such rights in its Articles of Incorporation. For more information on this topic, reference is made to the section below titled "Unclaimed or Abandoned Stock Resulting from the Distribution." 15 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. Indemnification and Insurance The distribution agreement also provides that from and after the distribution date, Tintic-Nevada will indemnify, defend and hold harmless Kiwa and its subsidiaries, as well as the directors and officers of Kiwa and the various Kiwa subsidiaries, from and against all losses arising out of or relating to: o any breach, whether before or after the distribution date, by Tintic-Nevada of any provision of the distribution agreement, o any claims arising out of this prospectus or the registration statement pertaining to this prospectus, and o liabilities related to the operation of Tintic-Nevada prior to distribution. In spite of indemnifying Kiwa against claims arising out of this prospectus or the registration statement pertaining to this prospectus, it is significant that, insofar as indemnification for liabilities arising under the Securities Act of 1933 (the "Act") may be permitted to directors, officers and controlling persons pursuant to the foregoing provisions, or otherwise, we have been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. 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 16 distribution, these same shareholders will own the same ratable equity interest in the mineral properties and related assets, subject to certain dilution that occurred in August 2004 as a result of raising $25,000 in equity from our officers and directors and one other shareholder. Put another way, during August 2004, Tintic-Nevada, which at that time had no money, issued 500,000 "restricted" shares of common stock to its officers and directors and another stockholder (a total of four persons) in consideration for a total of $25,000 in cash. This issuance has diluted those persons entitled to receive shares in the distribution. The stock was sold at five cents ($0.05) per share, a price which management determined was the fair value of such shares. This stock issuance has raised $25,000 for us and thus allowed us to undertake the registration statement subject of this prospectus and the consequent distribution of shares, all in order to carry out our obligations under the Distribution Agreement. These shares are deemed "restricted" securities because they were acquired in a private transaction not involving a public offering. As a result, they are subject to the restrictions on resale contemplated by Rule 144 of the General Rules and Regulations of the Commission. Federal Income Tax Consequences of the Distribution We are NOT rendering an opinion and have no opinion concerning the tax consequences of the proposed distribution. We believe that the distribution is essentially a "stock dividend" and would likely be treated or taxed as such by the Internal Revenue Service. State Tax Consequences Because each state's income tax laws vary, we are unable to predict the income tax consequences to the stockholders in all of the state taxing jurisdictions in which they are already subject to tax. We therefore urge you to consult your own tax advisors with respect to state income and corporate franchise tax consequences. Regulations Affecting the Price and Marketability of Tintic-Nevada Common Stock Immediately subsequent to this offering, it is very likely that an active public trading market for our stock will not exist and that the price of our common stock will remain very low. Because of this and the fact that our common stock may not be listed on The Nasdaq Small Cap Market (SM) or any exchange, the shares may be subject to a number of regulations which may affect the price of the shares and your ability to sell the shares in the secondary market. For example, Rule 15g-9 under the Securities Exchange Act may affect the ability of broker-dealers to sell the shares and may affect your ability to sell the common stock in the secondary market. Rule 15g-9 generally applies to shares that are not listed on The NASDAQ Small Cap Market (SM) or any stock exchange. The rule imposes additional sales practice requirements on broker- dealers that sell low-priced securities to persons other than established customers and institutional accredited investors. For transactions covered by this rule, a broker-dealer must make a special suitability determination for the purchaser and have received the purchaser's written consent to the transaction. 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 17 penny stock to be any equity security that has a market price or exercise price of less than $5.00 per share, subject to some exceptions. The penny stock rules require a broker-dealer to deliver a standardized risk disclosure document prepared by the Securities and Exchange Commission, to provide the customer with additional information including current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction, monthly account statements showing the market value of each penny stock held in the customer's account, and to make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written agreement to the transaction. These requirements probably will reduce the level of trading activity in the secondary market for the common stock and may severely and adversely affect the ability of broker-dealers to sell our securities. See Risk Factor Nos. 13 and 14 in the beginning of this prospectus, both of which relate to Penny Stocks. Dividend Policy Tintic-Nevada currently does NOT pay dividends on any of its issued and outstanding securities. We do NOT expect to pay any dividends for the foreseeable future. Any future payments of dividends will be dependent upon our results of operations, financial condition, cash requirements, future prospects and other factors deemed relevant by our board of directors from time to time. Payment and declaration of dividends on our common stock is dependent upon having the cash liquid assets available to do so. It is also dependent on any lending covenants which, if we engage in any financing transactions, would restrict our ability to pay any dividends, even if we were financially able to do so. At this time, we have NO ability to pay any dividends on our common stock nor do we anticipate doing so in the near future. We do not have any series of preferred stock authorized in our Nevada Articles of Incorporation. Legal Proceedings As of the date of this filing, Tintic-Nevada is NOT a party to any legal proceeding, either as plaintiff or defendant. Tintic-Nevada is also not aware of any pending legal proceeding contemplated by a governmental authority concerning our business or properties. Our financial statements, as set forth below have therefore NOT been adjusted to reflect any material uncertainty regarding exposure to liability in any legal proceeding. To management's best knowledge, information and belief, our property is neither listed on any known environmental cleanup roster nor otherwise listed on or within any designated "Superfund" site. We are aware, however, as a result of stories printed in local newspaper articles that the federal Environmental Protection Agency (EPA) has declared the town of Eureka, Utah, as a Superfund site for lead contamination, an area approximately 3 miles from our properties, inasmuch as our properties are located near the town of Mammoth, Utah, not Eureka. We have received no actual or direct notice or knowledge of these events and management knows nothing further in this regard. During 2002, the Utah Department of Air Quality undertook soil sampling in and around the town of Mammoth, Utah, an area near our properties. We are informed that some of these samples showed elevated levels of contaminants. However, we have received no notice that these findings have any impact or other bearing on our mining properties and management does NOT believe that our properties can, or will, be considered a source of any such alleged contamination. 18 Measures Taken To Insulate Us Against Future 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 our distribution agreement with Tintic-Utah. Our Plan of Operation for the next twelve to eighteen months is set forth in the section immediately below. Plan of Operation for the Next Twelve to Eighteen Months As per our agreement with Tintic-Utah, in consideration for the distribution subject of this document, we have been conveyed the subsurface mineral rights on approximately 44 acres of land located in the heart of the Tintic Mining District of Juab County, Utah, near the town of Mammoth, Utah (subject to a 3% net smelter royalty in favor of an individual named Chase Hoffman). During the next twelve to eighteen months, we will complete a specific work sequence and thereafter attempt to identify and contract with a mining company that will agree to search for minerals that may underlie our Claims. During the time our search is in progress, the small amounts of cash required to maintain our operations, as well as the costs associated with the identification 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. Our officers and directors have agreed to make the type of equity investment in us that is necessary for us to complete our work sequence identified below. At the same time, our officers and directors are NOT under any contractual obligation with the Company to finance us; they are doing so because they want to. We do NOT have any written agreement with them in this regard nor do we intend to enter into one. Future funding by our officers and directors may come from the exercise of options to purchase our common stock and/or through future agreements between Tintic-Nevada and our officers and directors negotiated on terms equivalent or better than those terms negotiated on an arms-length basis. As a result, we do not believe there will be the need to raise additional funds during at least the next twelve to eighteen months, other than through our officers and directors, if and when required. See Risk Factor No. 23 in the beginning portion of this prospectus. In order to attract mining partners or venture capital funding and pursue an exploration program of our mining claims, we need a specific and realistic business plan for this purpose. Accordingly, while we have obtained a preliminary evaluation report from an environmental and geological engineer named Mr. Bruce Yeomans. Mr. Yeomans has since provided us with a more detailed and comprehensive report and analysis of our mining properties. While 19 Mr. Yeomans' last report was dated December 11, 2004, this revised and more extensive report is dated April 24, 2005. Because this report gives us a more comprehensive evaluation of our properties, including exploration targets, we have included or summarized portions of such report below. Our plan to explore our mining claims now focuses on, based on such report, not only evaluating the certain specific exploration targets identified below but also completing seven (7) separate work sequences identified below, the cost of which shall be borne by us with what capital we have and if not, current officers and directors will be required to fund the cost of these work sequences by making an additional equity investment in us. The specific steps or sequence of events necessary to attract a mining partner or joint venturer and otherwise implement a mining exploration program are: 1) Locate the claim corners in the field so that property boundaries are known. 2) Evaluate the status of adjacent mineral properties, so that investor interest will not be limited to the three claims Tintic Gold holds. Several of the mineral targets trend off of the Tintic Gold claims. 3) Collect additional surface rock samples to be analyzed for gold, silver and copper, if historic data on potential surface mineral anomalies is lacking. 4) Update our more recent, April 24, 2005, report if necessary as a result of any surface sampling obtained. Contact and distribute report to target groups familiar with high-grade underground mineral exploration ventures. 5) Keep abreast of ongoing E.P.A. response activities in the District. 6) Contact as many mining companies as possible that we can target and who we believe might be interested in partnering or joint venturing with us to explore our Claims. 7) Conduct property tours with interested parties leading to some sort of minerals agreement to explore and possibly develop the property if sufficient mineralization is found upon completion of a successful exploration program. Our plan to contract with a mining company, upon completion of the forgoing work sequences, includes: * 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. * Initial discussions with those potential mining company partners as determined from our investigation. We do not expect this cost to exceed $5,000. * Contract negotiations with an interested mining partner. We do not expect the costs, legal or otherwise, to exceed $10,000. Though no formal agreement exists between us and our current officers and directors, our current officers and directors have agreed to fund the costs of such plan to the extent that these costs do not exceed $25,000. If we are able to contract with a 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. It is noteworthy that even if we were to complete a successful mineral exploration program and we successfully identify a mineral deposit (something to which there can be no assurance whatsoever), we will still have to raise substantial additional funds in order to undertake further drilling and 20 engineering studies (i.e., development) to determine if that mineral deposit does in fact have commercial viability and if so, how the same can be extracted through an actual mining program. In short, there are three phases to mining: exploration, development, and extraction. Accordingly, if in fact we embark upon and undertake a successful exploration program, we will still be required to complete the second phase, namely, that of "developing" the claims in order to determine if it is commercially feasible to embark upon the final phase, namely, actual mineral extraction. We are unable to make any guarantees that: * we will be able to identify and negotiate an arrangement with a mining company within the next twelve to eighteen months, * our mining properties will be found attractive to a prospective mining company partner, * we will be able to attract sufficient outside funding or financing necessary to undertake and complete an exploration program, or * if commercial quantities of mineralization is found after an exploration program is carried out, that our properties would produce any saleable minerals or metals that would result in our receiving any income. While we believe that such opportunities can be investigated, reviewed and consummated for minimal costs, we cannot give any assurances that related costs will be minimal or that we can ultimately afford them or, that our officers, directors or significant shareholders will agree to continue to make the continued equity investments necessary to do so. We have no employees. Our officers and directors serve our company without receiving a salary. However, from time to time as appropriate, they may receive expense reimbursements and possible stock options. Though we have no formal written agreement in place, our office space and administrative support is provided by Mr. George Christopulos, our Chairman of the Board, President, and CEO out of his home. Other than those costs and expenses previously discussed, we do not plan on any significant expenditures for new projects of any sort within the next twelve to eighteen months. Tintic Gold Mining Company Ore Targets The following discusses certain specific exploration targets on our Claims that we believe would be suitable for exploration on our properties. We believe by identifying such targets, we have done significant work, in advance, on behalf of a potential or prospective mining partner or joint venturer. 1. Background The limited past development and production to date from our Claims is in part due to the fact that the stratigraphic (i.e., geology dealing with the earth's strata) and structural controls to ore formation were not well understood when the Emerald Mine was originally dug. The Emerald Mine exploration and most of the District's exploration and development work was completed (1880's to 1920's) before G. W. Crane ("Crane"), an engineer for U.S. Smelting and Refining, compiled the first district-wide mapping in 1930. U.S. Smelting and Refining owned and operated the Centennial-Eureka Mine, the largest producer of gold and copper in the District. After reaching an agreement with the numerous independent mine owners in the Main Tintic District, Crane was authorized to determine stratigraphic and structural controls to ore deposit formation by mapping each mine. For the first time in the District's history, but unfortunately after the District was into the end of its productive life, 21 ore controls on ore runs that crossed property boundaries were determined. Centurion Mines Corporation built on Crane's work in the early and mid 1990's, by having access to all of his underground mapping and sampling. Crane's ore controls were evaluated within the more newly developed understanding of the structural complexities of wrench fault systems. We believe that the combination of an understanding of the structural and stratigraphic controls to ore development in the Main Tintic District has allowed for the recent development of compelling exploration targets on our Tintic Gold claims group. The Emerald Mine exploration work intersected scattered weak mineralization on all levels of the mine but not in large enough quantities to contribute to significant development or production. Favorable gold values were reported on the 600 foot level of the mine and were documented and evaluated by G.W. Crane during his District-wide ore controls evaluation. Crane felt that this mineralization was evidence of the southerly continuation of the Centennial Ore Channel mined in the Grand Central and Centennial-Eureka Mines. Crane wrote in an internal report to U.S. Smelting and Refining: "The Emerald Mine happens to be at the extreme southern, or gold/ copper end of the Gemini or Centennial Channel, the largest producer of five major ore zones, and for this and other reasons, is due to become a producer of ore consisting of gold. On the same fissure, to which recent developments in the Emerald Mine have been directed, ore bodies on the lower levels of the Grand Central Mine have their principle values in gold and copper, indicating the trend in the direction of the Emerald" (G. Crane, March 28, 1933)." 2. Generalized Ore Targets on the Tintic Gold Claims The majority of all Tintic Main District ore is preferentially developed within only five of the numerous Paleozoic carbonate formations that are present. Of these units, a formation named the Ajax Formation has hosted most of the copper-gold production in the District. The Ajax Formation crops out extensively on the Tintic Gold claims group and is cut by intersecting faults which are known to be mineralized in the Emerald Mine workings and in the adjacent Grand Central, Mammoth and Centennial-Eureka Mines. The Ajax Formation on our claims is near vertical to steeply west dipping and lies on the western limb of the broad Tintic Syncline. The most persistently mineralized portion of the formation is the Emerald Unit which lies in the lower half of the 640 foot thick Ajax Formation. The Emerald is a medium grained grayish-white colored massive dolomite bed that lies about 100 to 180 feet above the base of the unit and averages about 30 feet thick. Ore mined in the deepest portions of the Grand Central (Grand Central Ore Channel) and Centennial-Eureka Mines (Oklahoma Stopes) which are located directly north of the Tintic Gold ground, is also hosted by the Ajax Formation. In those mines, however, the Ajax Formation dips about 45 degrees to the north and the bedding conformable ore is subhorizontal since they lie near the axial plane of the syncline at a mine depth of from 1,900 to 2,300 feet. We believe that the up dip extension of the mineralized Ajax host in the Grand Central and Centennial-Eureka Mines is the best exploration target on our Claims. The Ajax Formation -- especially the Emerald member --- is cross cut by the ore controlling, generally steeply west dipping, north trending sinistral faults, namely, the Iron Break Fissure (GC and CE Mines), the West Break Fissure (GC Mine), the West Mammoth Split Fault (Mammoth Mine), the Mammoth Fault (Mammoth Mine) and the Grand Central Fault (GC Mine). The sinistral or counterclockwise trending faults provide the conduits and structural preparation for potential ore development in the reactive and brittle carbonates that are present there. We believe that these faults in the Ajax Formation are especially good targets for ore development where they are 22 intersected by east-west faults. East West faults identified in our Claims include the 245 Fissure, the 247 Fissure, and several other unnamed faults that were cut in the Emerald Mine workings. These conclusions are based on Crane's mapping. 3. Specific Ore Targets on the Tintic Gold Mining Claims On the 600 Level (6,224 feet above mean sea level ("amsl")) of the Emerald Mine, southeast of the shaft (6,830 feet amsl), a winze was sunk on a vein of gold bearing quartz in the Ajax Formation. The vein is reported by G. Crane to assay up to 0.82 opt (ounces per ton) gold in the winze and small sublevel drift. Other portions of the vein assay up to 6 opt gold from his sampling. The vein lies on the intersection of the east-west striking 245 Fissure in the Emerald Mine and the sinistral, northeast striking Iron Break Fissure which carries 2 to 3 opt silver in the C-E Mine 1800 foot level drift (4,935 feet amsl). The Iron Break Fissure controls north trending ore deposition in the Opohonga Formation in the Grand Central Mine 1300 to 1800 foot levels (5,828 to 5,347 feet amsl) and in the large westerly trending Ajax Formation stopes on the 2000 to 2300 foot levels (5,147 to 4,845 feet amsl). Crane believed that this intersection and the gold-bearing quartz was the top of an irregular ore pipe that was 5 to 6 feet in diameter where exposed in the workings. He felt that additional prospecting should be conducted below this mineralization in the Ajax and Opex Formation carbonates. On the Emerald 600 Level (6,224 feet amsl), drifting on the level to the south of the quartz vein described above cut 0.26 opt gold and 0.82 opt gold approximately 350 feet and 950 feet away in the Ajax and underlying Opex Formations. The 0.26 value is in the lower Ajax formation probably on a fault but is not described. The 0.82 value is on a NNE striking 60 to 72 degree west dipping fault where it is cut by an East-West striking fault. Six opt gold was collected by Crane on the 600 Emerald Level where the same south drift in the Ajax Formation crosses into the underlying Opex Formation. We believe that these scattered gold values found by Crane deserve testing for potential bonanza grade mineralization in the receptive lower Ajax and underlying Opex Formation carbonates. We also believe that the 1300 foot long by 1000 foot wide exploration gap between the southwestern most stopes on the Grand Central Mine 2000 to 2300 foot levels (5,147 to 4,845 feet amsl) and the northern most drifts on the Emerald 700, 900 and 1000 foot levels (6,124, 5,924 & 5,824 feet amsl) should be evaluated. The NE trending steeply west dipping West Break (GC Mine), Iron Break Fissure (GC and C-E Mines), and West Mammoth Split (Mammoth Mine) should be tested, especially where they are cut by the steeply dipping E-W striking cross faults. We believe that the prime area for exploration and possible ore development in this exploration gap is at fault intersections which occur in the Ajax Formation as it dips towards the Grand Central stopes. Summary of Our Plan of Operation To summarize the exploration aspect of our business plan over the next 12 months, we believe our mining claim group should be mapped and sampled in detail. Surface mapping and sampling should be tied to Crane's existing underground mapping and sampling. Fault intersections in the Ajax and underlying Opex Formations should be targeted for drilling from the surface. Several fault intersection targets with surprisingly high gold assays already exist on the 600 Level of the Emerald Mine based upon Crane's underground mapping and sampling. 23 Because our ore targets are relatively small and previous work suggests a lack of low grade ore surrounding historic ore zones, targeting prospective zones from the surface may be difficult. Any anomalous metals encountered in surface drilling should be evaluated by follow-up drill testing. Ideally, drilling should be conducted from underground to ensure that delineated targets are adequately tested. The great expense of rehabilitating mine workings probably makes this prohibitive without initial encouragement based upon surface drilling. Any exploration program in the Tintic District should be willing to drill test each target in detail, before moving on to the next target. As stated repeatedly elsewhere herein, the most practical way for us to get the proposed exploration work done is to joint venture or partner with a mining company that has expertise in exploration and underground mining. To accomplish this we have now located, collected and evaluated all existing data previously compiled on the property (something we had NOT accomplished at the time we filed our original registration statement on Form SB-2), and we have also engaged Mr. Bruce Yeomans to give us an evaluation report that identifies specific targets for exploration, something we have also now accomplished. We believe all of this information will be highly useful and important to any mining company that we approach to partner or joint venture with us. 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 was attached as Ex. "10.1" to our original SB-2 filing. Our predecessor, Tintic-Utah, was incorporated on June 14, 1933 as a Utah corporation, and was, until the effective time of last year's merger discussed below, a mineral resource and exploration company. Under Industry Guide No. 7, it was classified as an exploration stage mining company. This is defined as company engaged in the search for mineral deposits (reserves) which are not in either the development or production stage. Unfortunately, Tintic-Utah did not engage in any mining exploration activities during the early 2000's, that is, at a time when it was both a "reporting company" with the Commission and also quoted on the OTC Bulletin Board for two reasons. First, the prices of precious metals were depressed and remained depressed during this period, a fact which did not provide an investment or other financing incentive or opportunity for mining exploration activities. Secondly, in approximately 2002, after having conducted various contamination testing in the area since 2000 and 2001, the Environmental Protection Agency (EPA) declared the nearby Eureka, Utah, area as a "Super-Fund" clean-up site. Because of potential "clean-up" liability for contamination, Tintic-Utah was to discover that mining companies were not interested in spending the money necessary to undertake any mining activities of any kind until the EPA had completed its "clean-up" operations and gone after or pursued alleged "polluters." In fact, to our knowledge, there was virtually no mining exploration or other mining activity in the Tintic Mining District between 2000 and 2004. To be sure, during this period, the Trixie Mine, the only operational mine at the time in the District, a mine operated by Chief Consolidated Mining, was closed down. This negative trend now appears to have changed. Precious metals prices have 24 substantially improved and, at the same time, we are informed that the EPA is completing its "clean-up" operations in Eureka, Utah; further, we are informed that it has finished going after or pursuing alleged "polluters" in the Eureka area. We believe these changes of events make the investment environment more friendly or suitable for mining exploration activities. In spite of its practical and other inabilities to conduct mining exploration activities on its mining properties during the early 2000's, 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 Kiwa, in exchange for its securities, as an operating company due to its experienced management and its potential for profitable growth. Prior to the merger transaction with Kiwa discussed below, George Christopulos, Hugh Coltharp and Jack Coombs, our existing directors and officers, served as the directors and officers of Tintic-Utah. The shares of common stock of Tintic-Utah, until the time of completion of the merger discussed below, traded on the OTC Bulletin Board under the symbol "TTGM." These shares now trade under the name of Kiwa and under the OTC Bulletin Board symbol "KWBT." Following the merger, stockholders of Kiwa became stockholders of Tintic-Utah. Selected executive officers and directors of Kiwa then became executive officers and directors of Tintic-Utah. Because Kiwa was in a totally different kind of business and did not want to own or engage in any 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. 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. The March 12, 2004 Merger or Reorganization with Kiwa 25 On March 12, 2004, pursuant to an Agreement and Plan of Merger (the "Merger Agreement") dated as of March 11, 2004, by and among Tintic Gold Mining Company, a Utah corporation ("Tintic-Utah"), TTGM Acquisition Corporation, a Utah corporation and wholly-owned subsidiary of Tintic-Utah ("Merger Sub"), and Kiwa Bio-Tech Products Group Ltd., a privately-held British Virgin Islands ("BVI") corporation ("Kiwa-BVI"), Merger Sub merged with and into Kiwa-BVI with Kiwa-BVI surviving as a wholly-owned subsidiary of Tintic-Utah (the "Merger"). Each share of Kiwa-BVI common stock was converted into 1.5445839 shares of Tintic-Utah's common stock, resulting in Tintic-Utah issuing an aggregate of 7,722,919 shares of its common stock to the former shareholders of Kiwa-BVI. Tintic-Utah also assumed Kiwa-BVI's outstanding stock options. The Merger resulted in a change of control of Tintic-Utah, with former Kiwa- BVI shareholders and optionees owning approximately 89% of Tintic-Utah's common stock on a fully diluted basis immediately following the closing of the Merger. A copy of the Merger Agreement is attached to our third amended registration statement on Form SB-2 as Exhibit "10.2" and is available for review on the Commission's Edgar database. The Merger Agreement sets forth the terms and conditions of the merger transaction between the two companies that closed on March 12, 2004. This agreement identifies a securities brokerage firm located in California known as West Park Capital, Inc., as a finder, agent or consultant in the transaction. The Merger Agreement came about after a lawyer in New York spoke with counsel to Tintic-Utah in late January or early February 2004; Tintic-Utah's counsel thereafter contacted and spoke with principals, agents or employees of West Park Capital, including counsel to Kiwa, namely, the Encino, California-based law firm of Stubbs, Alderton & Markiles, LLP. These discussions and negotiations with West Park Capital and Stubbs, Alderton & Markiles ultimately gave rise to, or resulted in, the Merger Agreement. Upon consummation of the Merger on March 12, 2004, Mr. Wei Li was appointed as Chief Executive Officer and Chairman of the Board of Directors of Tintic-Utah and Mr. Da-chang Ju was appointed as a director. Mr. George Christopulos resigned as Chief Executive Officer, President, Chief Financial Officer and Chairman of the Board. On or about March 27, 2004, upon compliance with Section 14(f) of the Securities Exchange Act of 1934, as amended, and Rule 14f-1 thereunder, Jack Coombs and Hugh Coltharp resigned from the Board of Directors and Lian-jun Luo, James Nian Zhan and Yun-long Zhang were appointed as directors. No agreements existed among present or former controlling stockholders of Tintic-Utah or present or former members of Kiwa-BVI with respect to the election of the members of Tintic-Utah or Kiwa's board of directors, and to our knowledge, no other agreements existed which might have resulted in a change of control of Tintic-Utah. On March 15, 2004, Tintic-Utah changed its corporate name from "Tintic Gold Mining Company," a Utah corporation, to "Kiwa Bio-tech Products Group Corporation" ("Kiwa"). From approximately April 16 through April 19, 2004, in separate, private transactions that took place over a month after the actual merger or change of control transaction had occurred, former principals and affiliates of Tintic- Utah, including two other stockholders, namely, George Christopulos, Hugh Coltharp, Jack Coombs, J. Michael Coombs and Reo Culter, received a total of $193,318.78 between the five of them for the private, negotiated sale of a large majority of their shares to third parties. In doing so, four of the five filed Form 4's with the Commission fully reporting these stock sale transactions. The fifth individual was not required to do so. In connection with these post-merger stock sale transactions, John B. Lowy, Esq., an attorney, and his firm, Olympic Capital, received a finder's or agent's fee of $50,000 from the sellers and 135,000 post-split shares of Kiwa from the buyers. 26 During the later part of 2004, Kiwa changed its domicile from Utah to that of Delaware. For more information in this regard, interested persons should look up and review Kiwa's public filings on the Securities and Exchange Commission's database known as EDGAR. Reasons for the Merger In early 2004, Tintic-Utah's management was presented with the opportunity to merge or reorganize with Kiwa Bio-Tech Products, Ltd. ("Kiwa-BVI"), a company engaged in the agri-products business in the People's Republic of China. At the time, Tintic-Utah was running out of capital. Upon review of Kiwa-BVI and its business activities and affairs, including its management's resumes, business plan, products and services, and industry niche, Tintic-Utah's management believed that a merger or business combination transaction with Kiwa-BVI would provide an opportunity to enhance Tintic-Utah's shareholder value. Tintic-Utah's management found many factors of the Kiwa business plan attractive, including but not limited to the following: Kiwa-BVI was represented as a development stage company that develops, manufactures, distributes and markets innovative, cost-effective and environmentally safe bio-technological products for agriculture, natural resources and environmental conservation. Kiwa-BVI's products were represented as designed to enhance the quality of human life by increasing the value, quality and productivity of crops and decreasing the negative environmental impact of chemicals and other wastes. In 2002, Kiwa-BVI and its predecessor entities chartered Kiwa Bio-Tech Product (Shandong) Co. Ltd. ("KIWA-SD"), a wholly-owned subsidiary organized under the laws of China, as its offshore manufacturing base to capitalize on low cost, high quality manufacturing advantages available in China. In October 2003, Kiwa-BVI completed Phase I construction of its state-of-the-art manufacturing facility. In November 2003, Kiwa-BVI began shipping its first commercial product, a bio-fertilizer, to the agricultural market in China. Kiwa-BVI was represented as working on existing product improvement and new product development while it continued its three-phase facility build-up. Effect of the Merger As a condition of the Merger, we, that is, Tintic-Nevada, were formed for the purpose of conveying Tintic-Utah's 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 is 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 our Claims. 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 is designed 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- 27 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 and 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 city limits 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. The Effect of Regulatory Changes on Holding Unpatented Mining Claims The U.S. Bureau of Land Management (BLM) promulgated new regulations in 1997 regarding hard rock unpatented mining claims (see 43 CFR 3809). Compliance with the 1997 regulations is both time-consuming and costly. Therefore, Tintic-Nevada does NOT intend to purchase or locate any unpatented claims, but instead, to concentrate its exploration activities on its own privately-held land and perhaps on land that, at some point in the future, it may decide to acquire, including but not limited to a Utah state mineral leasehold of some kind. Management believes that these BLM regulations will have little or no effect on our activities. Type of Property/ Exploration, Development and Production History Our three (3) patented 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, 28 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 had mineral production in the past, including the Centennial Eureka Mine to the north and west and the Grand Central Mine to the north and east. This does not mean, and we do NOT mean to imply or suggest in any respect, that because there may have been production on nearby properties, that our Claims have the same or similar geological formations or that we have the same probability of having any production in the future. In fact, historically, there has been little to no production from the scattered mines south and west of our Emerald Mine. 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. From the standpoint of the vertical range of the ore deposits in adjoining mines, the same locations for possible exploration work are indicated. For example, in the Centennial Eureka properties to the north, the ore bodies or mineralization occurred at the same level as in our Emerald Mine, namely, at an elevation of between 6,200 and 6,300 feet. In the Grand Central properties, also to the north, ore bodies or mineralization 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. The Emerald Mine is the largest historic 29 mine working on the Tintic Gold Mining Company's claims group. The shaft is located on the south end of the Emerald patented lode claim near the crest of a small ridge. The mine lies between two large tonnage, high grade historic mines, the Grand Central and the Mammoth Mines. The 1100 foot level is developed from a winze on the 1000 foot mine level. Only a small amount of ore - -- approximately 1,800 tons -- was historically produced from the mine. The grade of this ore is not known. The Emerald Shaft is about 1,900 feet south-southwest from Grand Central Mine shaft and approximately 2,000 feet west of the Mammoth Mine glory hole. The Emerald Shaft is collared in the highly productive Ajax Formation which hosts the bulk of copper-gold ore in the district and lies on strike from the Grand Central ore bodies in the same unit. The Emerald Mine is presently inaccessible and the shaft collar is partially blocked with debris and mine timbers. Several additional small shafts, declines, and pits on the claim group explore surface exposures of silicification and weak mineralization. These workings are also in the highly productive Ajax Formation and may represent "leakage" of mineralization along faults from unexploited ore developed at depth adjacent to the existing Emerald Mine underground workings. It is not anticipated that the opening up or rehabilitation of the old workings will be attempted at the present time or at any future time. Any possible exploration will be in the nature of surface assay sampling or testing and, if sufficient evidence is obtained, exploratory drilling may be considered. In such event, we will be subject to regulation by the Utah Division of Oil, Gas and Mining (DOGM). It should be again noted that the potential for pursuing an extensive permitting process in order to further drill the property is dependent on the price of gold and silver. The mineralization of interest is believed to be of the siliceous copper-gold- silver category. However, the possibility of this property attaining the status of a gold or silver producer will depend upon the results of any future exploration testing and drilling program engaged in by us. At the present time, this property has no known ore reserves. Accordingly, we cannot be considered a "development mining company." The objective of the proposed geological mapping and other work would be to determine what exploration program, if any, to pursue. It should be noted that although smelting facilities have historically been located within at least seventy (70) miles of the property, management believes that it would be premature and perhaps misleading to discuss milling and smelting contracts with ore purchasers inasmuch as we not only need to conduct exploratory work but no ore has been discovered and thus, no development plan or program exists. There is no assurance that ores, if they exist and if developed, could ever be sold, let alone sold for a profit. As to our Claims' exploration, development or production history, if any, the extent of exploration or even development on our mining properties is unknown. Management believes and is informed that approximately 1,800 tons of ore were once removed from our property. Our lack of precise knowledge as to what production or extraction occurred, when it occurred, what it sold for, what it was exactly, or was worth at the time it was extracted is understandable in that precious metals were first discovered in the Tintic Mining District area in 1870, 135 years ago. Nonetheless, the property does contain the Emerald Shaft or Mine which existing data and other information suggests is at least 1,000 feet deep. There are also other "prospecting pits" on the property. As stated above and in order to devise and implement an exploration plan or program of some kind on our properties, we have recently commissioned and obtained a preliminary evaluation report and a secondary, more complete or comprehensive report on the property which we will make available to any shareholder wanting a copy of either. 30 Our predecessor, Tintic-Utah, was incorporated on June 14, 1933, as a Utah corporation, and was, until the effective time of last year's merger discussed below, a mineral resource and exploration company. Under Industry Guide No. 7, it was classified as an exploration stage mining company. This is defined a company engaged in the search for mineral deposits (reserves) which are not in either the development or production stage. Unfortunately, Tintic-Utah did not engage in any mining exploration activities during the early 2000's, that is, at a time when it was both a "reporting company" with the Commission and also quoted on the OTC Bulletin Board for two reasons. First, the prices of precious metals were depressed and remained depressed during this period, a fact which did not provide an investment or other financing incentive or opportunity for mining exploration activities. Secondly, in approximately 2002, after having conducted various contamination testing in the area since 2000 and 2001, the Environmental Protection Agency (EPA) declared the nearby Eureka, Utah, area as a "Super-Fund" clean-up site. Because of potential "clean-up" liability for contamination, Tintic-Utah was to discover that mining companies were not interested in spending the money necessary to undertake any mining activities of any kind until the EPA had completed its "clean-up" operations and gone after or pursued alleged "polluters." In fact, to our knowledge, there virtually no mining exploration or other mining activity in the Tintic Mining District between 2000 and 2004. To be sure, during this period, the Trixie Mine, the only operational mine at the time in the District, a mine operated by Chief Consolidated Mining, was closed down. This negative trend now appears to have changed. Precious metals prices have substantially improved and, at the same time, we are informed that the EPA is completing its "clean-up" operations in Eurkea, Utah; further, we are informed that it has finished going after or pursuing alleged "polluters" in the Eureka area. We believe these changes of events make the investment environment more friendly or suitable for mining exploration activities. Exploration 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 its patented mining claims. Centurion carried out mapping and limited assay and sampling work on our properties starting in 1987 and its successor, Grand Central Mining, terminated its lease with Tintic-Utah in 1997. The assay and sampling results it provided to us has been, in turn, provided our geologist, Mr. Yeomans, who has incorporated that information into his reports to us. To the best knowledge, information and belief of current management, no more than 1,800 tons of ore production has ever come from our properties and we know little more than this. Prior to that time, our properties were inactive from World War II until 1987, when Centurion carried out limited exploration consisting mainly of geologic mapping and sampling. Centurion also performed some maintenance and rehabilitation work on our properties though it is not believed that Centurion did any maintenance or rehabilitation on the underground workings of the Emerald Mine. Centurion continued its activities until 1997. No additional work has been done on the properties since that time. Under Tintic-Utah's prior lease agreement with Centurion, Centurion was obligated to do a certain amount of assessment work every five (5) years. This was done and we possess copies of the assessment and sampling work carried out by Centurion and its successor. 31 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. In order to be able to present a realistic exploration plan or program to a potential mining partner or venture capital partner or investor, we recently commissioned and obtained a preliminary evaluation report dated in December 2004 and a more comprehensive report dated in April 2005 that that we will make available to any shareholder who requests a copy. Among other things, these reports identify a work sequence to be undertaken in order to carry out a mining exploration program. The latter report specifically identifies exploration targets on our Claims, a task that we believe will work as a positive inducement to prospective mining partners interested in our Claims inasmuch as this is something they will not be required to spend money on themselves. 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. As set forth in Risk Factor No. 16 in the beginning of this prospectus, mining companies of all calibers compete to obtain favorable mining properties and to evaluate prospects for drilling, exploration, development, and mining. Naturally, we face competition from other similarly situated junior mining companies similarly interested in acquiring mineral properties worthy of exploration for favorable or prospective gold, silver, copper and other mineralization, companies that have substantially more capital or access to the capital markets than we do. This includes other mining companies either operating, or considering operating, in the Tintic Mining District or who own properties within the Tintic Mining District of Juab County, Utah, where our properties are located. 32 We are unable to ascertain the exact number of competitor companies, or whether or when such competitors' competitive positions could improve. Thus, we may be unable to acquire or explore other attractive mining properties on terms that are acceptable. Accordingly, such competition, although customary and typical in the mining industry, could result in delays, increased costs, or other types of adverse consequences affecting us. Business Offices and Administrative Support Mr. George Christopulos provides office space and the necessary administrative and clerical support for the corporate affairs of Tintic-Nevada without any cost to us. Research and Exploration Activities Other than the preliminary evaluation report and more comprehensive subsequent report we have commissioned and obtained, reports which provide us with an exploration work sequence on our claims, we have not incurred any material costs for research or exploration activities since our inception. We have only been in existence since March 8, 2004, and therefore our research and exploration costs to date have been minimal. The cost of these geologic reports and other costs related to research and exploration activities have to date totaled approximately $1,000. Compliance with Environmental Laws We do not believe that we will incur any material costs relating to efforts to comply with environmental laws or other governmental regulations. This is because, at this time, we do NOT have a specific exploration program that we intend to implement. Once we do, a myriad of state and governmental regulations will come into play and we will be required to comply with each and every one of them. Customer and Suppliers We do not provide any goods or services at this time. As such, we do not have any customers or suppliers. Government Regulation/Obtaining Necessary Permits to Conduct Exploration Activities As we currently have no exploratory operations, we do not believe we are subject to governmental regulations, which may relate to our business. At such time as we engage in exploration activities on our Claims, if we do (and no assurance can be given that we will), we must undergo an extensive state and federal permitting process. Operating and environmental permits will be required to be obtained from applicable regulatory bodies utilizing technical applications filed by us. Once we have obtained the necessary funding and financing to do so, we will identify external mining and geology consultants to assist it with preparing and filing permits with all applicable state and federal regulatory authorities. The rules and regulations of the Utah Department of Oil, Gas and Mining (DOGM) are complex relative to obtaining a permit for exploration or for conducting small mining operations (defined as involving less than 5 acres of total disturbance). The process is essentially as follows: The applicant first files a permit application with DOGM and, pursuant to a Memorandum of Understanding 33 (MOU) by and among the various state and federal agencies having competing regulatory authority, the application is reviewed on a coordinated basis by DOGM, the federal Bureau of Land Management (BLM), the U.S. Forest Service (USFS) and the Department of Environmental Quality (DEQ). The applicant is notified of any deficiencies in his application and is generally requested to submit additional information. If all of these agencies pass off on the application, the applicant is given a permit. If the applicant seeks to conduct a large scale mining operation (defined as in excess of a 5 acre disturbance), the process is more complex, detailed and extensive. For example, the regulatory review then involves an assessment of technical adequacy of the applicant's plans and more extensive environmental concerns are involved such as potential contamination of ground water. Once DOGM gives tentative approval of a large scale mining operation, notice must be provided to adjacent land owners, the county zoning authority, the Resource Development Coordinating Council (RDCC), and newspapers for publication. Public hearings are then called and held. Even if approval is obtained, the applicant must then provide adequate reclamation surety documents to ensure adequate reclamation upon completion of operations. In addition to the foregoing, DOGM has recently been required to seek an historical and archeological consultation/clearance from the Utah Division of State History. DOGM notifies this agency that it has received a new exploration or mining notice application and the Division of State History notifies DOGM within 15 days (exploration or small mining notice) or 30 days (large mining notice) if they believe a formal survey of the proposed area should be conducted by the applicant. This process applies to both private and state-owned land. If the area involved is federal ground, we are informed that the federal government does its own archeological clearance during its own NEPA/EA review process. The above permitting process is time consuming and expensive and we currently lack the resources and capital to initiate a permitting process relative to our Claims. At the same time, current management lacks the qualifications and other expertise necessary to engage in this process without the assistance of experts or mining company partners. Employees We have no employees and our current officers and directors serve without established compensation. No Present Agreements with any Consultant We currently have no agreement with any consultant. This does not mean that we will not explore the possibility of hiring or retaining a consultant(s) or other expert or professional in the future to assist us in our search for a mining partner, acquisition or funding candidate. As of the date of this prospectus, we have also been in no discussion with any such individual or company for such purpose. 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. 34 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 March 31, 2005, there were 1,509,643 common capital shares issued and outstanding, 1,009,643 of which are subject to this registration statement. The former and larger figure includes the 500,000 shares issued to our officers, directors and our counsel, Mr. J.M. Coombs, at a price of $0.05 per share, a stock issuance that raised us $25,000 in capital. Percent of Number of Shares of Ownership of Common Stock Common Stock Name of Beneficial Owner Beneficially* Owned Outstanding - ---------------------------- --------------------- ------------ George Christopulos 3131 Teton Drive Salt Lake City, Utah 84109 372,739(1) 24.7% Hugh Coltharp 1478 Roosevelt Avenue Salt Lake City, Utah 84105 107,361(2) 7.1% Jack Coombs 2581 East 1300 South Salt Lake City, Utah 84108 248,272(3) 16.4% John Michael Coombs 3098 South Highland Drive, Suite 323 Salt Lake City, Utah 84106-6001 342,212(4) 22.7% All 5% or more owners, all directors and all officers as a group (4 persons) 1,070,584 70.91% - ------------------------------- * 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. 35 (3) This figure includes 143,645 shares of "restricted" stock purchased in August 2004 by Mr. Coombs for cash in a private transaction with the Company at a price of $0.05 per share. (4) This figure includes 61,763 shares of "restricted" stock purchased in August 2004 by Mr. J.M. Coombs, a non-officer and non-director, for cash in a private transaction with the Company at a price of $0.05 per share. All of our directors serve until the next annual meeting of shareholders or until their resignations are tendered and duly accepted. Mr. CHRISTOPULOS, our chairman of the board, president, CEO, and chief financial officer, age 56, is currently employed by the Salt Lake County Assessor's office as a commercial real estate appraiser. Mr. Christopulos has had no other employment during the last 5 years. He received a B.S. degree in Accounting from the University of Utah in 1974, graduating cum laude. He was the chairman of the board and the president of Tintic-Utah between 1982 and March 12, 2004. He is NOT currently an officer, director or "control person" of any other "reporting company." The only other reporting company on which Mr. Christopulos has served is our predecessor, Tintic-Utah, and he served as its president and a director since approximately 1982 when his father, Plato Christopulos, Tintic-Utah's former president, passed away. Mr. COLTHARP, our secretary and a director, age 53, is a retired stockbroker, formerly of Potter Investment Company, a local stock brokerage firm, who currently buys, sells and restores antique cars. Other than his car restoration and collection business, Mr. Coltharp has had no other employment during the last 5 years. He served as a director of our predecessor company, Tintic-Utah, longer than any other director, having become a director in 1980. He is NOT currently an officer, director or "control person" of any other "reporting company." The only other "reporting company" on which Mr. Coltharp has served is our predecessor, Tintic-Utah. Mr. JACK COOMBS, our vice president and a director, age 78, is a retired Salt Lake City businessman and private investor. Mr. Coombs graduated from the University of Utah in 1950 with a B.S. degree in business administration. He has been involved with other exploratory mining companies in the past. Mr. Coombs served as an officer and director of a our predecessor company, Tintic- Utah since approximately 1981. Prior to 1995, he served as a director and officer of a company known as Vis Viva Corporation, now known as WideBand Corporation and which trades on the Pink Sheets under the symbol ZWBC.PK. Within the last year or so, WideBand Corporation filed a Form 15 with the Commission and ceased being a "reporting company." He is NOT currently an officer, director or "control person" of any other "reporting company." Mr. Coombs has no involvement with a "reporting company" known as Millenium Quest, Inc., other than as an original shareholder. Mr. J.M. COOMBS of Salt Lake City, Utah, age 50, is a member of the law firm of MABEY & COOMBS, L.C., and has acted as our legal counsel. Prior to its March 12, 2004 merger with Kiwa, he acted as legal counsel to our predecessor, Tintic-Utah, since 1994. He has been employed with the law firm of MABEY & COOMBS, L.C., for the last five years. Since May 1982, Mr. Coombs has had no other employment other than as a practicing attorney. He is not and never has served as an officer or director of us or our predecessor company, Tintic- Utah. Mr. J.M. Coombs served as an officer and director of a company known as Vis Viva Corporation between 1995 and approximately February 2000, a company that is no longer "reporting." (See previous paragraph.) He also served as an officer and director of a reporting company known as LipidViro Technologies, Inc., at a time when it was known as Anticline Uranium, Inc. Mr. J.M. Coombs is the son of director and officer, Jack Coombs. 36 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. In this regard, reference is made to Risk Factor No. 17 in the beginning of this prospectus, which discloses management's lack of technical training and experience with exploring for, starting, and/or operating a precious metals or other mine, a fact could have a negative impact on our operations, earnings and ultimate financial success. None of our directors, officers, or principal shareholders has been involved in any legal proceeding during the past five (5) years arising from any of the following events that would be material in evaluating the ability or integrity of any such person: (1) any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time; (2) any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses); (3) being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting that person's involvement in any type of business, securities or banking activities; and (4) being found by a court of competent jurisdiction (in a civil action), the Securities and Commission, or the Commodity Futures Trading Commission to have violated a federal or state securities, or commodities law and the judgment has not been reversed, suspended, or vacated. There are no employment agreements between the officers of Tintic-Nevada and us. Furthermore, we do not carry key-man insurance policies on any of our officers or directors. Mr. Christopulos, in his role as Chairman of the Board, President, CEO, and CFO will devote at least 15 to 20 hours per month to Tintic-Nevada. Messrs. Jack Coombs and Hugh Coltharp are expected to devote at least 10 hours of their time per month to Tintic-Nevada. This will of course depend upon what is going on with respect to the Company and its affairs, particularly any funding or partnership prospects. If more effort and time is needed on the part of our officers and directors, they are committed to devoting such time and energy as necessary to assist the Company in carrying out its business plan. 37 Compensation of Directors and Executive Officers We have paid no remuneration to our directors or officers, other than the fact that each bought shares of our stock recently at $0.05 per share in order to provide us with sufficient operating capital to file and complete the Spin-Off transaction and otherwise carry out the terms and conditions of the Distribution Agreement with Tintic-Utah. We do NOT have any contracts with or contractual arrangements for compensation of directors or officers. We also do NOT pay any monetary fees or other form of cash compensation for their services. Directors and officers are entitled to receive reimbursement of out- of-pocket expenses incurred by them on behalf of us. Because none of our officers or directors has received individual total annual salary and bonus in excess of $100,000 for any fiscal year, we have NOT included a table under this item describing such compensation as would otherwise be required. Such compensation, if it had occurred, would include the dollar value of base salaries and bonus awards, the number and value of stock options granted, and any other compensation, if any, none of which occurred. No Retirement, Pension or Profit Sharing Plans At present, directors and officers do NOT receive any award of options, warrants, or stock appreciation rights (SAR's) for their service. There are no retirement, pension, or profit sharing plans for the benefit of officers, directors or key employees as of the date of this filing. No Stock Incentive Plan We have NOT adopted a stock incentive plan to provide deferred stock incentives to key employees, if any, and directors of Tintic-Nevada and our subsidiaries, if any are created, who contribute significantly to our long- term performance and growth. This does not mean that we may not do so in the future. If one is established, the board will be authorized to amend and rescind any rules and regulations relating to any stock incentive plan as may be necessary for efficient administration of any such stock incentive plan. Any board action will require a majority vote of the members of the board. Three types of awards would likely be available under any stock incentive plan, if adopted: * nonqualified stock options or incentive stock, * stock appreciation rights and * restricted stock. No shares of Tintic-Nevada common stock have yet been reserved to be issued under any stock incentive plan. Restricted Stock The board may in its discretion award Tintic-Nevada common stock that is affected by some restrictions on transferability. This restricted stock issued as part of any stock incentive plan may not be sold, assigned, transferred, pledged, hypothecated or otherwise disposed of, except by the laws of descent and distribution, for a period of time as determined by the board, from the date on which the award is granted. Certificates for restricted stock will bear an appropriate legend referring to the restrictions. A holder of restricted stock may exercise all rights of ownership incident to his ownership including the right to vote and receive dividends, unless the board has imposed limitations. Currently 500,000 shares of our issued and outstanding stock are "restricted" and can only be transferred and subsequently sold in accordance with the requirements of Rule 144 of the General Rules and Regulations of the Commission or, if the shares are otherwise registered in some fashion with the Commission. Currently, we lack any funds to effectuate any such registration statement and therefore, we have no plans whatsoever at this time of doing so. If any such shares are therefore transferred or sold, it will be done in accordance with the strict requirements of Rule 144. 38 Certain Relationships and Related Transactions We have no formal conflict of interest policy in place regarding the possibility of our entering into transactions with affiliates. We lack such a policy because we believe it highly unlikely that we will acquire or do business with an entity in which members of our management have an ownership interest, directly or indirectly. Having said this, any possible related party transaction, if it did arise, would almost certainly be ratified by a disinterested board of directors and possibly, by the shareholders. Whatever would happen, management intends do whatever is necessary to fully and completely comply with Nevada corporate law. See, e.g., Nevada Revised Statutes (NRS) 78.140 titled "Restrictions on transactions involving interested directors or officers; compensation of directors". Nevada also has a statute titled "Combinations with Interested Stockholders." NRS 78.411 through 78.444, inclusive. In our Articles, and because we believe it unduly restrictive, we have opted-out of this latter provision as permissible under NRS 78.434. In addition to these provisions, we have also provided in our Articles, among other things, that a business transaction with or involving a director or officer shall not be void simply because such person is an officer or director of the Company. See our Articles of Incorporation in Exhibit 3.1 attached to our original registration statement. We believe that these measures give us more business flexibility without compromising our obligation to be fair to the stockholders. Nonetheless, as stated above, we find it highly doubtful that we will acquire or engage in business with any related entity or person. At the time of the merger transaction with Kiwa and our formation or organization in the State of Nevada, our officers or directors advanced us a total of $1,210 to cover our initial costs and expenses. This figure is represented on our financial statements as a payable and also, in an accounting footnote. Currently, we have no other indebtedness to management, other than possible out-of-pocket costs or expenses which would otherwise be reimbursed, none of which we are aware of at this time. We have had no transactions with any promoters, brokers or consultants and we currently have no agreements, whether written or oral, with any promoters, brokers or consultants. There is no affiliation between any of our officers and directors. Description of Tintic Gold Mining Company Capital Stock Authorized Capital Stock The certificate of incorporation in the State of Nevada grants Tintic-Nevada the authority to issue 50,000,000 shares of common capital stock, par value $.001 per share. As of the date of this prospectus, we had outstanding 1,509,643 shares of Tintic-Nevada common stock, 1,009,643 of which are being held by Cottonwood Stock Transfer pursuant to the distribution agreement. Holders of our common stock are entitled to receive dividends as the board of directors declares them and are entitled to cast one vote per share on all matters voted upon by stockholders. However, we have no present intention of paying any dividends. There is no cumulative voting for the election of directors and Tintic-Nevada common stock does not have any preemptive rights. Upon liquidation of Tintic-Nevada, holders of our common stock are entitled to share equally and ratably in any assets available for distribution to them, after payment or provision for liabilities and amounts owing with respect to any outstanding debts. 39 There is no public trading market at the present time for our common capital stock. None of our stock is subject to any outstanding options or warrants to purchase, or securities convertible into, common equity. What stock that is issued and outstanding and which could be sold under Rule 144 of the General Rules and Regulations of the Commission is discussed in the section below titled "Shares Eligible for Future Sale" and also in the section above titled "Restricted Stock." None of our equity is being offered to anyone pursuant to any employee benefit plan or dividend reinvestment plan (which is inapplicable regardless) and we have NO plans, at the present time, to adopt any such plans. 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 40 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 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 for the year ended December 31, 2004 and 2003 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 Nevada corporation, will file registration statements (including this one) and other documents and reports electronically through the Electronic Data Gathering, Analysis and Retrieval System ("EDGAR") which is publicly available through the Commission's Internet World Wide website, http://www.sec.gov. Index to financial statements December 31, 2004 Report of Independent Registered Public Accounting Firm F-1 Balance Sheet, December 31, 2004 F-2 Statements of Operations, for the years ended December 31, 2004 and 2003 and from inception of exploration stage on December 31, 1997 through December 31, 2003 F-3 Statement of Stockholders' Equity (Deficit), from inception of exploration stage on December 31, 1997 through December 31, 2004 F-4 Statements of Cash Flows, for the years ended December 31, 2004 and 2003 and from inception of exploration stage on December 31, 1997 through December 31, 2003 F-5 Notes to Financial Statements F-6 - F-11 June 30, 2005 Unaudited Condensed Balance Sheet, June 30, 2005 and December 31, 2004 F-2 Unaudited Condensed Statements of Operations, for the three and six months ended June 30, 2005 and 2004 and for the period from inception of exploration stage on December 31, 1997 through June 30, 2005 F-3 Unaudited Condensed Statements of Cash Flows, for the six months ended June 30, 2005 and 2004 and for the period from inception of exploration stage on December 31, 1997 through June 30, 2005 F-4 Notes to Unaudited Condensed Financial Statements F-5 - F-9 41 TINTIC GOLD MINING COMPANY [An Exploration Stage Company] FINANCIAL STATEMENTS December 31, 2004 TINTIC GOLD MINING COMPANY [An Exploration Stage Company] CONTENTS PAGE Report of Independent Registered Public Accounting Firm F-1 Balance Sheet, December 31, 2004 F-2 Statements of Operations, for the years ended December 31, 2004 and 2003 and from inception of exploration stage on December 31, 1997 through December 31, 2003 F-3 Statement of Stockholders' Equity (Deficit), from inception of exploration stage on December 31, 1997 through December 31, 2004 F-4 Statements of Cash Flows, for the years ended December 31, 2004 and 2003 and from inception of exploration stage on December 31, 1997 through December 31, 2003 F-5 Notes to Financial Statements F-6 - F-11 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Board of Directors TINTIC GOLD MINING COMPANY Salt Lake City, Utah We have audited the accompanying balance sheet of Tintic Gold Mining Company, a Nevada corporation, [an exploration stage company] at December 31, 2004, and the related statements of operations, stockholders' equity (deficit) and cash flows for the years ended December 31, 2004 and 2003 and for the period from inception on December 31, 1997 through December 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. The financial statements of Tintic Gold Mining Company, a Utah corporation ("former Parent") for the period from inception on December 31, 1997 through December 31, 2002 were audited by other auditors whose report included an explanatory paragraph expressing concern about the former Parent's ability to continue as a going concern. The financial statements as of December 31, 2002 reflect an accumulated deficit of $59,297. The other auditors' report has been furnished to us, and our opinion, insofar as it relates to the amounts for the period from inception on December 31, 1997 through December 31, 2002, is based solely on the report of the other auditors. We conducted our 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, based on our audit and the report of the other auditors, the financial statements referred to above present fairly, in all material respects, the financial position of Tintic Gold Mining Company [an exploration stage company] as of December 31, 2004, and the results of its operations and its cash flows for the years ended December 31, 2004 and 2003 and for the period from inception on December 31, 1997 through December 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. As described in Note 10 to the financial statements, Tintic Gold Mining Company has restated its financial statements for the year ended December 31, 2004 to include the prior operations of its former Parent from the Parent's inception of the exploration stage on December 31, 1997 through the date of the Company's spin-off. PRITCHETT, SILER & HARDY, P.C. Salt Lake City, Utah April 19, 2005, except for Note 10 as to which the date is September 23, 2005 F-1 TINTIC GOLD MINING COMPANY [An Exploration Stage Company] BALANCE SHEET ASSETS December 31, 2004 ___________ CURRENT ASSETS: Cash $ 20,731 ___________ Total Current Assets 20,731 ___________ $ 20,731 ___________ LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES: Accounts Payable 2,073 Related party advances 1,210 ___________ Total Current Liabilities 3,283 ___________ STOCKHOLDERS' EQUITY: (RESTATED) Common stock, $.001 par value, 50,000,000 shares authorized, 1,509,643 shares issued and outstanding 1,510 Capital in excess of par value 164,765 Deficit accumulated during the exploration stage (148,827) ___________ Total Stockholders' Equity 17,448 ___________ $ 20,731 ___________ 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 of exploration stage on December 31, For the Years Ended 1997, Through December 31, December 31, 2004 2003 2004 (Restated) Revenues $ - $ - $ - ---------- ---------- -------------- Total Revenues - - - Operating Expenses General & Administrative 7,552 20,250 81,506 Failed acquisition costs - 62,281 85,758 ---------- ---------- -------------- Total Expenses 7,552 82,531 167,264 ---------- ---------- -------------- Loss From Operations (7,552) (82,531) (167,264) ---------- ---------- -------------- Other Income: Interest income - 40 8,632 Interest expense - (44) (44) Gain on sale of securities - - 8,084 ---------- ---------- -------------- Total Other Income - (4) 16,672 ---------- ---------- -------------- Loss Before Income Taxes (7,552) (82,535) (150,592) Current Income Taxes (Benefit) - (557) (1,765) Deferred Income Taxes - - - ---------- ----------- -------------- Net Loss $ (7,552) $ (81,978) $ (148,827) ========== =========== ============== Loss per Share $ (0.01) $ (0.09) $ (0.32) ========== =========== ============== 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 (DEFICIT) FROM THE DATE OF INCEPTION OF EXPLORATION STAGE ON DECEMBER 31, 1997 THROUGH DECEMBER 31, 2004 (RESTATED) Unrealized Deficit Gains Accumulated (Losses) on Common Stock Capital in During the Available- Total ____________ Excess of Exploration For-Sale Stockholder's Shares Amount Par Value Stage Securities Equity _________ _________ _________ _________ _________ _____________ BALANCE, December 31, 1997 231,797 $ 232 $ 39,743 $ - $ - $ 39,975 Net Income for December 31, 1997 through December 31, 2000 - - - 11,007 - 11,007 Unrealized losses available-for- sale-securities, net of tax - - - - (278) (278) Stock issued for services in December 2001 at $.03 per share 50,006 50 14,950 - - 15,000 Net loss for the year ended December 31, 2001 - - - (35,530) - (35,530) Unrealized losses available-for- sale-securities, net of tax - - - - 278 278 _________ _________ _________ _________ _________ _____________ BALANCE, December 31, 2001 281,803 282 54,693 (24,523) - 30,452 Stock issued for services in December, 2002 at $.175 per share 134,153 134 23,343 - - 23,477 Net loss for the year ended December 31, 2002 - - - (34,774) - (34,774) _________ _________ _________ _________ _________ _____________ BALANCE, December 31, 2002 415,956 416 78,036 (59,297) - 19,155 Stock issued for services in February, 2003 at $.10 per share 536,611 537 53,124 - - 53,661 Stock issued for services in December, 2003 at $.10 per share 57,076 57 5,651 - - 5,708 Net loss for the year ended December 31, 2003 - - - (81,978) - (81,978) _________ _________ _________ _________ _________ _____________ BALANCE, December 31, 2003 1,009,643 $ 1,010 $ 136,811 $(141,275)$ - $ (3,454) Issuance of 500,000 shares of Common Stock for $25,000 or $.05 per share, August 2004 500,000 500 24,500 - - 25,000 Related party debt forgiveness recorded as capital contribution - - 3,454 - - 3,454 Net loss for the year ended December 31, 2004 - - - (7,552) - (7,552) _________ _________ _________ _________ _________ _____________ BALANCE, December 31, 2004 1,509,643 $ 1,510 $ 164,765 $(148,827)$ - $ 17,448 ========= ========= ========= ========= ========= ============= The accompanying notes are an integral part of this financial statement. F-4 TINTIC GOLD MINING COMPANY [An Exploration Stage Company] STATEMENTS OF CASH FLOWS From inception of For the exploration stage Year Ended on December 31, December 31, 1997, Through ______________________ December 31, 2004 2003 2004 ______________________ _____________ (Restated) Cash Flows From Operating Activities: Net loss $ (7,552) $ (81,978)$ (148,827) Adjustments to reconcile net loss to net cash used by operating activities: Non-cash stock issued for services rendered - 59,369 97,846 Loss from sale of securities - - (8,086) Gain on settlement of debt 3,454 - 3,454 Change in assets and liabilities: Decrease in income tax receivable - - - Increase (decrease) in accounts payable (672) 2,301 1,929 (Decrease) in income taxes payable - - (565) Increase in accrued interest payable - 44 44 ___________ ___________ _____________ Net Cash (Used) by Operating Activities (4,770) (20,264) (54,205) ___________ ___________ _____________ Cash Flows From Investing Activities: Purchase of securities - - (7,609) Proceeds from sale of securities - - 23,962 ___________ ___________ _____________ Net Cash Provided by Investing Activities - - 16,353 ___________ ___________ _____________ Cash Flows From Financing Activities: Proceeds from note payable - related party (2,291) 3,501 1,210 Proceeds from sale of common stock 25,000 - 25,000 ___________ ___________ _____________ Net Cash Provided by Financing Activities 22,709 3,501 26,210 ___________ ___________ _____________ Net Increase (Decrease) in Cash 17,939 (16,763) (11,642) Cash at Beginning of Period 2,792 19,555 32,373 ___________ ___________ _____________ Cash at End of Period $ 20,731 $ 2,792 $ 20,731 ___________ ___________ _____________ Supplemental Disclosures of Cash Flow Information: Cash paid during the periods for: Interest $ - $ - $ - Income taxes $ - $ 100 $ 3,565 Supplemental Schedule of Noncash Investing and Financing Activities: For the year ended December 31, 2004 In March 2004, the Company issued 1,009,643 shares of common stock to acquire mining claims from its former Parent. The shares are being held in escrow for future distribution to the shareholders of parent upon completion of a SEC registration for the shares. For the year ended December 31, 2003: During 2003, the Parent issued 593,687 shares of common stock for services rendered valued at $59,369 or $.10 per share. The accompanying notes are an integral part of these financial statements. F-5 TINTIC GOLD MINING COMPANY [An Exploration Stage Company] NOTES TO FINANCIAL STATEMENTS NOTE 1 - 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). The Company was founded for the purpose of continuing the exploration of the mining claims of its former Parent. On March 12, 2004 as part of an acquisition agreement, Parent acquired KIWA Bio-Tech Products Group Corporation ("KIWA"). Following the organization of the Company, Parent transferred all of its mining claims to the Company in exchange for 1,009,643 shares of the Company's common stock. The mining claims include three patented mining claims known as the Emerald, Ruby and Diamond Lode Mining Claims located in the central portion of the Tintic Mining District, Juab County, Utah. Parent placed the Company's shares into 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. Financial Statement Presentation - The accompanying financial statements include the prior operations of the Parent from its inception of exploration stage activities on December 31, 1997 through the spin-off of the Company, and include the accounts of the Company from its date of incorporation to the date of the financial statements. 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. 151, "Inventory Costs - an amendment of ARB No. 43, Chapter 4", SFAS No. 152, "Accounting for Real Estate Time-Sharing Transactions - an amendment of FASB Statements No. 66 and 67", SFAS No. 153, "Exchanges of Nonmonetary Assets - an amendment of APB Opinion No. 29", and SFAS No. 123 (revised 2004), "Share-Based Payment", were recently issued. SFAS No. 151, 152, 153 and 123 (revised 2004) 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. 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 December 2003, the Parent issued 57,076 shares of common stock for services rendered valued at $5,708 or $.10 per share. In February 2003, the Parent issued 536,611 shares of common stock to members of the board of directors, the Company's legal counsel and shareholders for services rendered valued at $53,661 or $.10 per share. F-7 TINTIC GOLD MINING COMPANY [An Exploration Stage Company] NOTES TO FINANCIAL STATEMENTS NOTE 3 - CAPITAL STOCK CONTINUED In December 2002, the Parent issued 134,153 shares of common stock for services rendered valued at $23,477 or $.175 per share. In December 2001, the Parent issued 50,006 shares of common stock for services rendered valued at $15,000 or $.30 per share. Stock Split On January 17, 2003, Parent's board of directors approved a one share for ten shares reverse stock split. The financial statements have been retroactively restated for the effects of the reverse split for all periods presented. NOTE 4 - RELATED PARTY TRANSACTIONS Related Party Advances - During the year ended December 31, 2004, the officers and shareholders of the Company advanced the Company $1,210. The advances bear no interest and are due on demand. On September 30, 2003, the Parent issued a note payable to a group of shareholders for proceeds of $3,501. The note is callable on October 1, 2006 and accrues interest at a rate of five percent. The note does not require regular payments of principle and interest. The note may be paid at anytime without penalty. For the year ended December 31, 2003 interest of $44 was accrued but not paid. In connection with the recapitalization of the Company, the debt and related interest was forgiven and recorded as a contribution to capital. Management Compensation - For the years ended December 31, 2004 and 2003, 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-8 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 December 31, 2004 an unused operating loss carryforward of approximately $7,600 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 $1,100 as of December 31, 2004, with an offsetting valuation allowance of the same amount. F-9 TINTIC GOLD MINING COMPANY [An Exploration Stage Company] NOTES TO FINANCIAL STATEMENTS NOTE 7 - LOSS PER SHARE The following data shows the amounts used in computing loss per share: From inception of For the exploration stage Year Ended on December 31, December 31, 1997, Through ______________________ December 31, 2004 2003 2004 ______________________ _____________ Loss from operations available to common shareholders (numerator)$ (7,552) $ (81,978)$ (148,827) _________ ___________ _____________ Weighted average number of common shares outstanding used in loss per share for the period (denominator) 1,195,435 884,939 464,634 __________ ___________ _____________ Dilutive loss per share was not presented, as the Company had no common stock equivalent shares for all periods presented that would affect the computation of diluted loss per share. NOTE 8 - COMMITMENTS AND CONTINGENCIES Former Officer - During 1980, a former president of Parent entered into an agreement with Parent whereby he settled a note due from Parent and relinquished his direct control of Parent. Among other consideration, Parent conveyed to the former president a 3% net smelter return on any ores sold from its historical patented mining claims held, plus surface rights. Parent retained rights to enter and exit the property for exploration and mining activity. In March 2004, the Company issued 1,009,643 shares of common stock for the mining claims of Parent [See Note 2]. Environmental In 2002 the Utah Department of Environmental Quality conducted soil sampling in the town of Mammoth, Utah, in an area adjacent to the Company's mining claims. Those samples indicate elevated contaminated metals levels. The nearby Mammoth mine had significant workings and production in the past, while the Company's properties have only had a small amount of ore produced. The source of the elevated contaminants is unclear. No claims have been made against the Company nor has anyone asserted that the Company is a responsible party. The Environmental Protection Agency has listed Eureka, Utah, as a "superfund" clean-up site. While the Company's properties are in the same overall mining district as Eureka, Utah, the Company does not expect the Eureka, Utah, superfund cleanup project will expand to include either the Mammoth area or the Company's properties. The Company is not aware of any state or federal agency's plan or intention to do any environmental cleanup or other work to or with any property located in or near Mammoth or the Company's properties. F-10 TINTIC GOLD MINING COMPANY [An Exploration Stage Company] NOTES TO FINANCIAL STATEMENTS NOTE 9 SUBSEQUENT EVENT Upon registration of the Company's shares with the U.S. Securities and Exchange Commission, the shares of the Company placed in escrow by Parent will be distributed to the stockholders of Parent as of the record date, March 5, 2004. NOTE 10 RESTATEMENT The Company has restated its financial statements for the year ended December 31, 2004 in response to a comment letter from the SEC dated July 1, 2005, requiring us to include the prior operations of our former Parent in our financial statements. Accordingly, the accompanying financial statements include the prior operations of our former Parent from its inception of the exploration stage on December 31, 1997 through the date of our spin-off. At December 31, 2004, this restatement had no effect on total assets or total liabilities. The following table highlights the significant areas of change from those previously reported: Year Ended December 31, 2004 _________________________________________ As previously Reported Restated December 31, December 31, 2004 2004 Change ____________ ____________ ____________ Total assets $ 20,731 $ 20,731 $ - ____________ ____________ ____________ Net income (loss) $ (7,552) $ (7,552) $ - ____________ ____________ ____________ Basic earnings per share $ (0.01) $ (0.01) $ - ____________ ____________ ____________ Capital in excess of par value $ 23,490 $ 164,765 $ 141,275 ____________ ____________ ____________ Deficit accumulated during the exploration stage $ (7,552) $ (148,827) $ (141,275) ____________ ____________ ____________ F-11 TINTIC GOLD MINING COMPANY [An Exploration Stage Company] UNAUDITED CONDENSED FINANCIAL STATEMENTS June 30, 2005 TINTIC GOLD MINING COMPANY [An Exploration Stage Company] CONTENTS PAGE Unaudited Condensed Balance Sheet, June 30, 2005 and December 31, 2004 F-2 Unaudited Condensed Statements of Operations, for the three and six months ended June 30, 2005 and 2004 and for the period from inception of exploration stage on December 31, 1997 through June 30, 2005 F-3 Unaudited Condensed Statements of Cash Flows, for the six months ended June 30, 2005 and 2004 and for the period from inception of exploration stage on December 31, 1997 through June 30, 2005 F-4 Notes to Unaudited Condensed Financial Statements F-5 - F-9 TINTIC GOLD MINING COMPANY (An Exploration Stage Company) CONDENSED BALANCE SHEETS (Unaudited) June 30, December 31, 2005 2004 ASSETS Current Assets Cash and cash equivalents $ 18,083 $ 20,731 ---------- ----------- Total Current Assets 18,083 20,731 ---------- ----------- Total Assets $ 18,083 $ 20,731 ========== =========== LIABILIITIES AND STOCKHOLDER'S EQUITY Current Liabilites Accounts payable $ 2,700 $ 2,073 Related party advances 1,210 1,210 ---------- ----------- Total Current Liabilities 3,910 3,283 Stockholders' Equity Common Stock - $0.001 par value; 50,000,000 shares autorized; 1,509,643 shares issued and outstanding 1,510 1,510 Additional paid-in capital 164,765 164,765 Deficit accumulated during the exploration stage (152,102) (148,827) ---------- ----------- Total Stockholder's Equity 14,173 17,448 ---------- ----------- Total Liabilities and Stockholders' Equity $ 18,083 $ 20,731 ========== =========== See accompanying notes to unaudited condensed financial statements. F-2 TINTIC GOLD MINING COMPANY (An Exploration Stage Company) CONDENSED STATEMENTS OF OPERATIONS (Unaudited) From inception of exploration stage on For the Three For the Six December 31, 1997 Months Ended Months Ended Through June 30, June 30, June 30, 2005 2005 2004 2005 2004 Revenues $ - $ - $ - $ - $ - --------- ------- -------- ------- ----------- Total Revenues - - - - - Expenses General & Administrative 3,025 48 3,275 553 84,781 Failed acquisition costs - - - - 85,758 --------- ------- -------- ------- ----------- Total Expenses 3,025 48 3,275 553 170,539 Loss From Operations (3,025) (48) (3,275) (553) (170,539) Other Income Interest Income - - - - 8,632 Interest Expense - - - - (44) Gain on Sale of Securities - - - - 8,084 --------- ------- -------- ------- ----------- Total Other Income - - - - 16,672 --------- ------- -------- ------- ----------- Loss Before Income Taxes (3,025) (48) (3,275) (553) (153,867) Current Tax Expense - - - - 1,765 Deferred Tax Expense - - - - - --------- ------- -------- ------- ----------- Net Loss $ (3,025) $ (48) $ (3,275) $ (553) $ (152,102) ========= ======= ======== ======= =========== Basic Loss per Share$ (0.00) $ (0.00) $ (0.00) $ (0.00) $ (0.28) ========= ======= ======== ======= =========== Weighted Average Common Shares Used In Per Share Calculations 1,509,643 1,009,643 1,509,643 1,009,643 533,716 ========= ========= ========= ========= =========== See accompanying notes to unaudited condensed financial statements. F-3 TINTIC GOLD MINING COMPANY (An Exploration Stage Company) CONDENSED STATEMENTS OF CASH FLOWS (Unaudited) From inception of exploration stage on For the Six Months December 31, 1997 Ended June 30, Through 2005 2004 June 30, 2005 Cash flows used in operating activities: Net income (loss) $ (3,275) $ (553) $ (152,102) Adjustments to reconcile net loss to cash used in operating activities Non-cash stock issued for services rendered - - 97,846 Loss from sale of securities - - (8,086) Gain on settlement of debt - - 3,454 Changes in operating assets and liabilities: Decrease in income tax receivable - - - Increase in accounts payable 627 - 2,556 (Decrease) in income taxes payable - - (565) Increase in accrued interest payable - - 44 -------- --------- ----------- Net cash used in operating activities (2,648) (553) (56,853) Cash flows from investing activities: Purchase of securities - - (7,609) Proceeds from sale of securities - - 23,962 -------- --------- ----------- Net Cash provided by investing activities - - 16,353 Cash flows from financing activities: Proceeds from the issuance of common stock - - 25,000 Advances from stockholders - 1,185 1,210 -------- --------- ----------- Net Cash provided by financing activities - 1,185 26,210 -------- --------- ----------- Net increase in cash (2,648) 632 (14,290) Cash and cash equivalents at beginning of period 20,731 - 32,373 -------- --------- ----------- Cash and cash equivalents at end of period $ 18,083 $ 632 $ 18,083 ======== ========= =========== See accompanying notes to unaudited condensed financial statements. F-4 TINTIC GOLD MINING COMPANY (An Exploration Stage Company) NOTES TO CONDENSED FINANCIAL STATEMENTS (Unaudited) 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). The Company was founded for the purpose of continuing the exploration of the mining claims of its former Parent. On March 12, 2004 as part of an acquisition agreement, Parent acquired KIWA Bio-Tech Products Group Corporation ("KIWA"). Following the organization of the Company, Parent transferred all of its mining claims to the Company in exchange for 1,009,643 of the Company's common stock. The mining claims include three patented mining claims known as the Emerald, Ruby and Diamond Lode Mining Claims located in the central portion of the Tintic Mining District, Juab County, Utah. Parent placed the Company's shares into escrow for the benefit of Parent's pre-acquisition shareholders. Following the successful registration of the shares with the U.S. Securities and Exchange Commission, the escrow agent will 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. Financial Statement Presentation - The accompanying financial statements include the prior operations of the Parent from its inception of exploration stage activities on December 31, 1997 through the spin-off of the Company, and include the accounts of the Company from its date of incorporation to the date of the financial statements. Condensed Financial Statements. The accompanying financial statements have been prepared by the Company without audit. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations and cash flows at June 30, 2005 and 2004 and for the periods then ended have been made. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles in the United States of America have been condensed or omitted. It is suggested that these condensed financial statements be read in conjunction with the financial statements and notes thereto included in the Company's December 31, 2004 audited financial statements. The results of operations for the periods ended June 30, 2005 and 2004 are not necessarily indicative of the operating results for the full year. 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". F-5 TINTIC GOLD MINING COMPANY (An Exploration Stage Company) NOTES TO CONDENSED FINANCIAL STATEMENTS (Unaudited) NOTE 1 SUMMARY OF SIGNIFICANT ACCOUTING POLICIES (Continued) Income Taxes. The Company accounts for income taxes in accordance with Statement of Financial Accounting Standards ("SFAS") No. 109, "Accounting for Income Taxes." This statement requires an asset and liability approach for income taxes (See Note 6). Earnings (Loss) Per Share. The computation of earnings (loss) per share is based on the weighted average number of shares outstanding during the period presented in accordance with Statement of Financial Accounting Standards ("SFAS") No. 128, "Earnings (Loss) Per Share" (See Note 7). Accounting Estimates. The preparation of financial statements in conformity with generally accepted accounting principles in the United States of America requires management to make estimates and assumptions that effect the reported amounts of assets and liabilities, the disclosures of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimated. Recently Enacted Accounting Standards. Statement of Financial Accounting Standards ("SFAS") No. 151, "Inventory Costs", SFAS No. 151, "Inventory Costs an Amendment of ARB No. 43, Chapter 4", SFAS No. 152, "Accounting for Real Estate Time-Sharing Transactions an amendment of FASB Statements No. 66 and 67", SFAS No. 153, "Exchanges of Nonmonetary Assets an amendment of APB Opionion No. 29", and SFAS No. 123 (revised 2004), "Share-Based Payment", and SFAS No. 154 "Accounting Changes and Error Corrections a replacement of APB Opinion No. 20 and FASB Statement No. 3", were recently issued. SFAS No. 151, 152, 153, 123 (revised 2004) and 154 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. 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 purposes. NOTE 3 COMMON 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. F-6 TINTIC GOLD MINING COMPANY (An Exploration Stage Company) NOTES TO CONDENSED FINANCIAL STATEMENTS (Unaudited) NOTE 4 RELATED PARTY TRANSACTIONS Related Party Advances. For the period January 1, through June 30, 2005, the officers and shareholders of the Company advanced the Company $0. The advances bear no interest and are due on demand. Management Compensation. For the period from January 1, 2005 through June 30, 2005, the Company did not pay any compensation to any officer or director of the Company. Office Space. The Company has not had a need to rent office space. An officer of the Company is allowing the Company to use his address, as needed, at no expense to the Company. NOTE 5 GOING CONCERN The accompanying financial statements have been prepared in conformity with generally accepted accounting principles in the United States of America, which contemplate continuation of the Company as a going concern. However, the Company was only recently formed and has not yet been successful in establishing profitable operations. These factors raise substantial doubt about the ability of the Company to continue as a going concern. In this regard, management is proposing to raise any necessary additional funds not provided by operations through loans or through additional sales of its common stock or through a possible business combination. There is no assurance that the Company will be successful in raising this additional capital or 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" which requires the Company to provide a net deferred tax asset/liability equal to the expected future tax benefit/expense of the temporary reporting differences between book and tax accounting methods and any available operating loss or tax credit carryforwards. The Company has available at June 30, 2005 an unused operating loss carryforward of approximately $10,800 which may be applied against future taxable income and which expires in various years through 2025. 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 $1,600 and $1,100 as of June 30, 2005 and December 31, 2004, respectfully with an offsetting valuation allowance of the same amount, resulting in a change in the valuation allowance of approximately $500 during the six months ended June 30, 2005. F-7 TINTIC GOLD MINING COMPANY (An Exploration Stage Company) NOTES TO CONDENSED FINANCIAL STATEMENTS (Unaudited) NOTE 7 LOSS PER SHARE The following data show the amounts used in computing loss per share: From inception of exploration stage on For the Three For the Six December 31, 1997 Months Ended Months Ended Through June 30, June 30, June 30, 2005 2005 2004 2005 2004 (Loss) from continuing operations available to common stockholders (numerator) $ (3,025) $ (48) $(3,275) $ (553) $ (152,102) -------- -------- ------- ------ ---------- Weighted average number of common shares outstanding used in earnings per share during the period (denominator) 1,509,643 1,009,643 1,509,643 1,009,643 533,716 --------- --------- --------- --------- ------- Dilutive loss per share were not presented, as the Company had no common equivalent shares for all periods presented that would effect the computation of diluted earnings (loss) per share. NOTE 8 COMMITMENTS & CONTINGENCIES Former Officer. During 1980, a former president of Parent entered into an agreement with Parent whereby he settled a note due from Parent and relinquished his direct control of Parent. Among other consideration, Parent conveyed to the former president a 3% net smelter return on any ores sold from its historical patented mining claims held, plus surface rights. Parent retained rights to enter and exit the property for exploration and mining activity. In March 2004, the Company issued 1,009,643 shares of common stock for the mining claims of Parent (See Note 2). Environmental. In 2002, the Utah Department of Environmental Quality conducted soil sampling in the town of Mammoth, Utah, in an area adjacent to the Company's mining claims. Those samples indicate elevated contaminated metals levels. The nearby Mammoth mine had significant workings and production in the past, while the Company's properties have only had a small amount of ore produced. The source of the elevated contaminants is unclear. No claims have been made against the Company nor has anyone asserted that the Company is a responsible party. The Environmental Protection Agency has listed Eureka, Utah, as a "superfund" clean-up site. While the Company's properties are in the same overall mining district as Eureka, Utah, the Company does not expect the F-8 TINTIC GOLD MINING COMPANY (An Exploration Stage Company) NOTES TO CONDENSED FINANCIAL STATEMENTS (Unaudited) NOTE 8 COMMITMENTS & CONTINGENCIES (Continued) 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 the 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 our initial Form SB-2 and incorporated in this document by reference as Exhibits 3.1 and 3.2, respectively. Though officers and directors are accountable to us as fiduciaries, which means that officers and directors are required to exercise good faith and integrity in handling company affairs, purchasers of the securities registered hereby should be on notice that they may have a more limited right of action as a result of these various indemnification provisions than they might otherwise have. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to officers, directors and controlling persons of the Company pursuant to the foregoing provisions, or otherwise, the Company has been advised that in the opinion of the United States Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. Tintic-Nevada does not have any directors' or officers' liability insurance nor does it have any plans to obtain any. ITEM 25. Other Expenses of Issuance and Distribution The estimated expenses payable by Tintic-Nevada in connection with the issuance and distribution of the securities being registered are as follows: SEC Registration Fee*........................................ $ 00 Legal Fees and Expenses*.......................................... $8,000 Accounting Fees and Expenses*.............................. $3,000 Financial Printing*.......................................... $ 500 Transfer Agent Fees*......................................... $2,000 Blue Sky Fees and Expenses*.................................. $1,000 Miscellaneous*............................................... $ 500 ---------- ---------- TOTAL........................................................ $15,000 ========== - ------------------ * Estimated. ITEM 26. RECENT SALES OF UNREGISTERED SECURITIES On or about March 12, 2004, Tintic-Nevada issued a restricted certificate for 1,009,643 shares in the name of "Tintic Gold Mining Company" a Utah corporation and previously Tintic-Nevada's parent corporation. This stock issuance was done in consideration for the conveyance, from our former parent, of the mining claims we currently own. This transaction was done solely by and between us and our parent corporation and therefore, it did NOT involve a public offering of securities. Because it was an unregistered stock issuance, the transaction was undertaken in reliance on a specific exemption from federal and state registration, specifically, the section 4(2) or private placement exemption and the corollary state law exemption provided under state law. During August 2004, in an effort to raise the working capital necessary to carry out our duties and obligations under the Distribution Agreement, we issued 500,000 "restricted" shares of common stock to our officers and directors and another stockholder (a total of four persons) in consideration for $25,000 in cash. This was a private transaction with such 4 individuals, 3 of whom are affiliated directly with us as part of management. The stock was sold at five (5) cents per share, a price which management determined was the fair value of such shares. This stock issuance has raised $25,000 for us and thus allowed us to undertake this registration statement and the consequent distribution of shares, all in order to carry out our obligations under the Distribution Agreement. This stock issuance, as in the case of the issuance of the 1,009,643 shares issued by us in March 2004, was done in reliance on the private placement exemption from registration contained in Section 4(2) of the Securities Act of 1933 and the corollary state law exemption. ITEM 27. Exhibits and Financial Statement Schedules Exhibit No. Description of Document - ----------- ----------------------- 1.1 Distribution Agreement* 3.1 Articles of Incorporation* 3.2 By-Laws* 4.1 Form of or Specimen Common Stock Certificate* 5.1 Opinion of Mabey & Coombs, L.C.* 5.2 Amended Opinion of Mabey & Coombs, L.C. 10.1 Special Warranty Deed* 10.2 March 12, 2004 Plan and Agreement of Merger By and between Kiwa and Tintic-Utah 23.1 Consent of Pritchett Siler & Hardy** 23.2 Consent of Mabey & Coombs, L.C.* 23.3 Consent of Bruce Yeomans** 23.4 Consent of Pritchett Siler & Hardy 23.5 Consent of Mabey & Coombs, L.C. 23.6 Consent of Bruce Yeomans - --------------- *Filed previously with our initial Form SB-2 Registration Statement. **Filed with our first amended Form SB-2 Registration Statement. 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 undersigned, thereunto duly authorized, in the city of Salt Lake City, State of Utah, on the 22nd day of September, 2005. TINTIC GOLD MINING COMPANY By:/s/GEORGE P. CHRISTOPULOS - ------------------------- GEORGE P. CHRISTOPULOS, Chairman of the Board, Principal or Chief Executive Officer (CEO), Principal or Chief Financial Officer (CFO), Controller or Principal Accounting Officer, and President By:/s/Hugh N. Coltharp - ------------------------- HUGH N. COLTHARP, Director and Secretary In accordance with the requirements of the Securities Act of 1933, as amended, this registration statement was signed by the following persons in the capacities and on the dates stated: /s/George P. Christopulos /s/Hugh N. Coltharp ---------------------- ---------------- George P. Christopulos Hugh N. Coltharp Chairman of the Board, CEO, President, Secretary and Director Chief Financial Officer, and Principal Accounting Officer September 30, 2005 September 30, 2005 EX-5 3 ex5-2.txt AMENDED OPINION OF MABEY & COOMBS, L.C. Exhibits 5.2 and 23.5 LETTERHEAD OF MABEY & COOMBS, L.C. September 22, 2005 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.) and Consent to Use of Name in Registration Statement Ladies and Gentlemen: In our capacity as counsel for Tintic Gold Mining Company, a Nevada corporation (formerly a subsidiary of 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"), in exchange for all of its right, title and interest, in and to its three (3) patented mining claims located in Juab County, Utah, 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 original 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. 333-119742) under the Securities Act of 1933 (the "Registration Statement") filed on or about October 14, 2004. We have also participated in the preparation and filing of the original Registration Statement and all amended Registration Statements. Based upon the foregoing and upon our examination of originals (or copies certified to our satisfaction) of the Company's Articles of Incorporation, its Organizational Minutes, any Waivers of Notice of the Organization Meeting, all Ratifications of the Organizational Meeting, all subsequent minutes of the meetings of the board of directors and any Consents of Directors to Corporate Action, all correspondence by and between the Company and its stock transfer agent, Cottonwood Stock Transfer, the Distribution Agreement as well as the minutes and consents authorizing execution of the Distribution Agreement, all closing documents relative to the merger transaction by and between Tintic- Utah and Kiwa Bio-Tech Products Corp., some of which include the requisite corporate authorization on the part of Tintic-Utah to enter into and otherwise execute the Distribution Agreement, various officers' 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, none of which we have any reason to doubt, 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 and its Constitution; (2) The Company has taken all requisite corporate action and all action required by the laws of the State of Nevada and its Constitution with respect to the authorization, issuance and sale of the Company Common Stock, to be distributed pursuant to terms and conditions of the Distribution Agreement and the subsequent Registration Statement, as amended; (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, as amended, 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 any amendments thereto, and to the references to our firm in the prospectus. Yours very truly, /s/Mabey & Coombs, L.C. --------------------------- MABEY & COOMBS, L.C. EX-10 4 ex10-2.txt PLAN AND AGREEMENT OF MERGER Execution Copy AGREEMENT AND PLAN OF MERGER THIS AGREEMENT AND PLAN OF MERGER ("Agreement") made this 11th day of March, 2004 by and among TINTIC GOLD MINING COMPANY, a Utah corporation ("Parent"), TTGM ACQUISITION CORPORATION, a Utah corporation ("Sub"), and KIWA BIO-TECH PRODUCTS GROUP LTD., an international business company organized under the laws of the British Virgin Islands (the "Company"). Recitals: A. The respective Boards of Directors of Parent, Sub and the Company have determined that a merger of Sub with and into the Company (the "Merger"), upon the terms and subject to the conditions set forth in this Agreement, would be fair and in the best interests of their company and their respective shareholders, and such Boards of Directors have approved such Merger, pursuant to which the shares of the Company ("Company Shares") issued and outstanding immediately prior to the Effective Time of the Merger (as defined in Section 1.4), other than Dissenting Shares (as defined in Section 2.1.4), will be converted into the right to receive Common Stock of Parent ("Parent Common Stock"). B. Parent, Sub and the Company desire to make certain representations, warranties, covenants and agreements in connection with the Merger and also to prescribe various conditions to the Merger. C. For federal income tax purposes, the parties intend that the Merger shall qualify as a reorganization under Section 368(a)(1)(A) of the Internal Revenue Code of 1986, as amended (the "Code"), by reason of Section 368(a)(2)(E) of the Code. Agreement: NOW, THEREFORE, in consideration of the representations, warranties, covenants and agreements contained in this Agreement, the parties agree as follows: 1. THE MERGER. 1.1 The Merger. Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with the Utah Revised Business Corporation Act (the "Utah Statutes") and the British Virgin Islands International Business Companies Act (Cap. 291) (the "BVI Statutes"), Sub shall be merged with and into the Company at the Effective Time of the Merger, Sub and the Company being the constituent companies for the purposes of the BVI Statutes. At the Effective Time of the Merger, the separate existence of Sub shall cease, and the Company shall continue as the surviving corporation (the "Surviving Corporation") and shall continue under the name Kiwa Bio-Tech Products Group Ltd. 1.2 Voting. The Company has 5,000,000 voting shares in issue, which are owned and held by the persons and entities set forth on Schedule 3.1.3 of the Company Disclosure Schedules (as hereinafter defined), and Sub has 1,000 voting shares issued and outstanding, which are held by Parent. The holders of the Company Shares and the stock of Sub are each entitled to vote on the Merger as a single class. 1.3 Closing. Unless this Agreement shall have been terminated and the transactions herein contemplated shall have been abandoned pursuant to Section 7.1 and subject to the satisfaction or waiver of the conditions set forth in Section 6, the closing of the Merger (the "Closing") will take place at 10:00 a.m. on the business day after satisfaction of the conditions set forth in Section 6 (or as soon as practicable thereafter following satisfaction or waiver of the conditions set forth in Section 6) (the "Closing Date"), at the offices of Stubbs Alderton & Markiles, LLP, unless another date, time or place is agreed to in writing by the parties hereto. 1.4 Effective Time of Merger. As soon as practicable following the satisfaction or waiver of the conditions set forth in Section 6, the parties shall file articles of merger (the "Articles of Merger") executed in accordance with the relevant provisions of the Utah Statutes and the BVI Statutes and shall make all other filings or recordings required under the Utah Statues and BVI Statutes. The Merger shall become effective at such time as the Articles of Merger are duly filed with the Department of Commerce of the State of Utah and the Registry of Corporate Affairs of the British Virgin Islands, respectively, or at such other time as is permissible in accordance with the Utah Statues and BVI Statutes and as Parent and the Company shall agree should be specified in the Articles of Merger (the time the Merger becomes effective being the "Effective Time of the Merger"). The parties shall use reasonable efforts to have the Closing Date and the Effective Time of the Merger to be the same day. 1.5 Effects of the Merger. The Merger shall have the effects set forth in the applicable provisions of the Utah Statutes and BVI Statutes. 1.6 Memorandum and Articles of Association; Purposes. 1.6.1 The Memorandum of Association of the Company in effect immediately prior to the Effective Time of the Merger shall be the Memorandum of Association of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable law. 1.6.2 The Articles of Association of the Company in effect at the Effective Time of the Merger shall be the Articles of Association of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable law. 1.6.3 The purposes of the Surviving Corporation and the total number of its authorized capital stock shall be as set forth in the Memorandum and Articles of Association of the Company in effect immediately prior to the Effective Time of the Merger until such time as such purposes and such number may be amended as provided in the Memorandum and Articles of Association of the Surviving Corporation and by applicable law. 1.7 Directors. The directors of the Company at the Effective Time of the Merger shall be the directors of the Surviving Corporation, until the earlier of their resignation or removal or until their respective successors are duly elected and qualified, as the case may be. 1.8 Officers. The officers of the Company at the Effective Time of the Merger shall be the officers of the Surviving Corporation, until the earlier of their resignation or removal or until their respective successors are duly elected and qualified, as the case may be. 1.9 Member/Shareholder Approval. This Agreement and the Articles of Merger shall be submitted to the members or shareholders, as applicable, of each of the constituent companies (being the Company and Sub) for their approval by appropriate resolution of such members or shareholders. 2. EFFECT OF THE MERGER ON THE CAPITAL STOCK OF THE CONSTITUENT CORPORATIONS. 2.1 Effect on Capital Stock. As of the Effective Time of the Merger, by virtue of the Merger and without any action on the part of the holders of Company Shares or any shares of capital stock of Sub: 2.1.1 Common Stock of Sub. Each share of common stock of Sub issued and outstanding immediately prior to the Effective Time of the Merger shall be converted into one share of the Surviving Corporation and shall be the only issued and outstanding shares of the Surviving Corporation. 2.1.2 Cancellation of Parent-Owned Company Shares. Each Company Share that is owned by Parent, Sub or any other subsidiary (as defined in Section 9.2) of Parent shall automatically be cancelled and retired and shall cease to exist, and no Parent Common Stock or other consideration shall be delivered or deliverable in exchange therefor. 2.1.3 Conversion of Company Shares. Except as otherwise provided herein, each issued and outstanding Company Share shall be converted into fully paid and nonassessable shares of Parent Common Stock in accordance with the Exchange Ratio described in Section 2.2 (the "Merger Consideration"). The Merger Consideration shall be deposited by Parent with the Exchange Agent (as described below) further to Section 2.4 herein. 2.1.4 Dissenting Shares. Notwithstanding anything in this Agreement to the contrary, Company Shares issued and outstanding immediately prior to the Effective Time of the Merger held by a holder (if any) who has the right to dissent from the Merger and demand payment for and an appraisal of such shares in accordance with the BVI Statutes ("Dissenting Shares") shall not be converted into a right to receive Merger Consideration unless such holder fails to dissent in accordance with the requirements of the BVI Statutes. If such holder fails to dissent in accordance with the requirements of the BVI Statutes, each such share of such holder shall be treated as a share that had been converted as of the Effective Time of the Merger into the right to receive Merger Consideration in accordance with this Section 2.1. The Company shall give prompt notice to Parent of any dissention, and Parent shall have the right to participate in all negotiations and proceedings with respect to such demands. The Company shall not, except with the prior written consent of Parent, make any payment with respect to, or settle or offer to settle, any such demands, except as required by the BVI Statutes or a court order. 2.1.5 Cancellation and Retirement of Company Shares. As of the Effective Time of the Merger, all Company Shares issued and outstanding immediately prior to the Effective Time of the Merger, shall no longer be outstanding and shall automatically be cancelled and retired and shall cease to exist, and each holder of a certificate representing any such Company Shares shall cease to have any rights with respect thereto, except the right to receive the applicable Merger Consideration to be issued in consideration therefor. 2.2 Exchange Ratio. The "Exchange Ratio" is as follows: Each Company Share shall be converted into 1.5445839 shares of Parent Common Stock in the Merger, an Exchange Ratio of Company Shares to Parent Common Stock of 1:1.5445839. The Merger Consideration shall be distributable by the Exchange Agent effective as of the Effective Time of the Merger in accordance with the provisions of Section 2.4.1 herein. No fractional Parent Common Stock shall be issued in the Merger. If the product of the number of shares a Company shareholder holds immediately prior to the Closing multiplied by the exchange ratio would result in the issuance of a fractional share of Parent Common Stock, that product will be rounded down to the nearest whole number of shares of Parent Common Stock if it is equal to or less than the fraction of one-half (.5) of one Parent Common Stock or round up to the nearest whole number of shares of Parent Common Stock if the said product is greater than the fraction of one-half (.5) of one Parent Common Stock. 2.3 Stock Options; Warrants. 2.3.1 Assumption. At the Effective Time of the Merger, all options to purchase Company Shares then outstanding and all warrants to purchase Company Shares then outstanding, in each case whether vested or unvested, shall be assumed by Parent in accordance with Section 2.3.2 hereof. 2.3.2 Stock Options and Warrants. At the Effective Time of the Merger, each outstanding option to purchase Company Shares (each, a "Company Stock Option") and all outstanding warrants to purchase Company Shares (each, a "Company Warrant") then outstanding, in each case whether or not vested, shall by virtue of the Merger be assumed by Parent. Each Company Stock Option and Company Warrant so assumed by Parent under this Agreement will continue to have, and be subject to, the same terms and conditions of such options immediately prior to the Effective Time of the Merger (including, without limitation, any repurchase rights or vesting provisions and provisions regarding the acceleration of vesting on certain transactions), except that (i) each Company Stock Option and Company Warrant will be exercisable (or will become exercisable in accordance with its terms) for that number of whole shares of Parent Common Stock equal to the product of the number of Company Shares that were issuable upon exercise of such Company Stock Option or Company Warrant immediately prior to the Effective Time of the Merger multiplied by the Exchange Ratio, rounded down to the nearest whole number of shares of Parent Common Stock if the said product is equal to or less than the fraction of one-half (.5) of one Parent Common Stock or rounded up to the nearest whole number of shares of Parent Common Stock if the said product is greater than the fraction of one-half (.5) of one Parent Common Stock, and (ii) the per share exercise price for the shares of Parent Common Stock issuable upon exercise of such assumed Company Stock Option and Company Warrant will be equal to the quotient determined by dividing the exercise price per Company Share at which such Company Stock Option and Company Warrant was exercisable immediately prior to the Effective Time of the Merger by the Exchange Ratio, rounded up to the nearest whole cent. Parent shall comply with the terms of all such Company Stock Options and Company Warrants and use its best efforts to ensure, to the extent required by, and subject to the provisions of, the Company's stock incentive plans and permitted under the Code or other relevant laws and regulations that any Company Stock Option that qualified for tax treatment under Section 424(b) of the Code prior to the Effective Time of the Merger continue to so qualify after the Effective Time of the Merger. Parent shall take all corporate actions necessary to reserve for issuance a sufficient number of shares of Parent Common Stock for delivery upon exercise of all Company Stock Options and Company Warrants on the terms set forth in this Section 2.3.2. 2.4 Exchange of Certificates. 2.4.1 Exchange Agent. As soon as reasonably practicable as of or after the Effective Time of the Merger, but in no event later than the second (2nd) business day following the Effective Time of the Merger, Parent shall deposit the Initial Deposit with Leonard W. Burningham, Esq. (the "Exchange Agent"), for the benefit of the holders of Company Shares, for exchange in accordance with this Section 2. 2.4.2 Exchange Procedures. As soon as practicable after the Effective Time of the Merger, each holder of an outstanding certificate or certificates which prior thereto represented Company Shares (each, a "Shareholder") shall, upon surrender to the Exchange Agent of such certificate or certificates (or a lost stock affidavit and indemnity in form reasonably satisfactory to the Exchange Agent) and acceptance thereof by the Exchange Agent, be entitled to a certificate or certificates representing the number of shares of Parent Common Stock into which the aggregate number of Company Shares previously represented by such certificate or certificates surrendered shall have been converted pursuant to this Agreement. The Exchange Agent shall accept such certificates (or a lost stock affidavit and indemnity in lieu thereof) upon compliance with such reasonable terms and conditions as the Exchange Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. After the Effective Time of the Merger, there shall be no further transfer on the records of the Company or its transfer agent of certificates representing Company Shares and if such certificates are presented to the Company for transfer, they shall be cancelled against delivery of certificates for Parent Common Stock as hereinabove provided. If any certificate for such Parent Common Stock is to be issued in a name other than that in which the certificate for Company Shares surrendered for exchange is registered, it shall be a condition of such exchange that the certificate so surrendered shall be properly endorsed, with signature guaranteed, or otherwise in proper form for transfer and that the person (as defined in Section 9.2) requesting such exchange shall pay to Parent or its transfer agent any transfer or other taxes or other costs required by reason of the issuance of certificates for such Parent Common Stock in a name other than that of the registered holder of the certificate surrendered, or establish to the satisfaction of Parent or its transfer agent that all taxes have been paid. Until surrendered as contemplated by this Section 2.4.2, each certificate for Company Shares shall be deemed at any time after the Effective Time of the Merger to represent only the right to receive upon such surrender the Merger Consideration as contemplated by Section 2.1. 2.4.3 Distributions with Respect to Unexchanged Shares. No dividends or other distributions with respect to Parent Common Stock with a record date after the Effective Time of the Merger shall be paid to the holder of any unsurrendered certificate for Company Shares with respect to the shares of Parent Common Stock represented thereby until the surrender of such certificate in accordance with this Section 2. 2.4.4 No Further Ownership Rights in Company Shares. All shares of Parent Common Stock issued upon the surrender for exchange of certificates representing Company Shares in accordance with the terms of this Section 2 shall be deemed to have been issued (and paid) in full satisfaction of all rights pertaining to the Company Shares theretofore represented by such certificates. 2.4.5 No Liability. None of Parent, Sub, the Company or the Exchange Agent shall be liable to any person in respect of any shares of Parent Common Stock (or dividends or distributions with respect thereto) delivered to a public official pursuant to any applicable abandoned property, escheat or similar law. If any certificates representing Company Shares shall not have been surrendered prior to December 31, 2004, any such shares, dividends or distributions in respect of such certificate shall, to the extent permitted by applicable law, become the property of the Surviving Corporation, free and clear of all claims or interests of any person previously entitled thereto. 3. REPRESENTATIONS AND WARRANTIES. 3.1 Representations and Warranties of the Company. Except as set forth in the disclosure schedule delivered by the Company to Parent at the time of execution of this Agreement (the "Company Disclosure Schedule"), or a certain schedule comprising the Company Disclosure Schedule, the Company represents and warrants to Parent and Sub as follows: 3.1.1 Organization, Standing and Corporate Power. The Company is duly organized, validly existing and in good standing under the laws of the British Virgin Islands and has the requisite corporate power and authority to carry on its business as now being conducted. The Company is duly qualified or licensed to do business and is in good standing in each jurisdiction in which the nature of its business or the ownership or leasing of its properties makes such qualification or licensing necessary, other than in such jurisdictions where the failure to be so qualified or licensed (individually or in the aggregate) would not have a material adverse effect (as defined in Section 9.2) with respect to the Company. 3.1.2 Subsidiaries. The only direct or indirect subsidiaries of the Company are listed in the Company Disclosure Schedule (the "Company Subsidiaries"). All the outstanding shares of capital stock of each such Company Subsidiary which is a corporation have been validly issued and are fully paid and nonassessable and, except as set forth in the Company Disclosure Schedule, are owned (of record and beneficially) by the Company, free and clear of all liens or encumbrances. Except for the capital stock of its subsidiaries, which are corporations, the Company does not own, directly or indirectly, any capital stock or other ownership interest in any corporation, partnership, business association, joint venture or other entity. 3.1.3 Capital Structure. The authorized share capital of the Company consists of 5,000,000 Company Shares. There are 5,000,000 Company Shares issued and outstanding. Except as set forth above, no shares or other equity securities of the Company are issued, reserved for issuance or outstanding. All outstanding shares of the Company are duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights. There are no outstanding bonds, debentures, notes or other indebtedness or other securities of the Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders of the Company may vote. The Company Disclosure Schedule sets forth the outstanding capitalization of the Company. Except as set forth above, there are no outstanding securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which the Company is a party or by which it is bound obligating the Company to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares or other equity or voting securities of the Company or obligating the Company to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. Other than the Company Stock Options and Company Warrants, there are no outstanding contractual obligations, commitments, understandings or arrangements of the Company to repurchase, redeem or otherwise acquire or make any payment in respect of any shares of the Company. There are no agreements or arrangements pursuant to which the Company is or could be required to register Company Shares or other securities under the Securities Act of 1933, as amended (the "Securities Act"), or other agreements or arrangements with or among any security holders of the Company with respect to securities of the Company. 3.1.4 Authority; Noncontravention. The Company has the requisite corporate and other power and authority to enter into this Agreement and to consummate the Merger. The execution and delivery of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of the Company. This Agreement has been duly executed and delivered by the Company and constitutes a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms. The execution and delivery of this Agreement do not, and the consummation of the transactions contemplated by this Agreement and compliance with the provisions hereof will not, conflict with, or result in any breach or violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of or "put" right with respect to any obligation or to loss of a material benefit under, or result in the creation of any lien upon any of the properties or assets of the Company under, (i) the Memorandum of Association or Articles of Association of the Company, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to the Company, its properties or assets, or (iii) subject to the governmental filings and other matters referred to in the following sentence, any judgment, order, decree, statute, law, ordinance, rule, regulation or arbitration award applicable to the Company, its properties or assets, other than, in the case of clauses (ii) and (iii), any such conflicts, breaches, violations, defaults, rights, losses or liens that individually or in the aggregate could not have a material adverse effect with respect to the Company or could not prevent, hinder or materially delay the ability of Company to consummate the transactions contemplated by this Agreement. No consent, approval, order or authorization of, or registration, declaration or filing with, or notice to, any federal, state or local government or any court, administrative agency or commission or other governmental authority, agency, domestic or foreign (a "Governmental Entity"), is required by or with respect to the Company in connection with the execution and delivery of this Agreement by the Company or the consummation by the Company of the transactions contemplated hereby, except, with respect to this Agreement, for the filing of the Articles of Merger with the Department of Commerce of the State of Utah and the Registry of Corporate Affairs of the British Virgin Islands. 3.1.5 Absence of Certain Changes or Events. Since December 31, 2003, the Company has conducted its business only in the ordinary course consistent with past practice, and there is not and has not been: (i) any material adverse change with respect to the Company; (ii) any condition, event or occurrence which individually or in the aggregate could reasonably be expected to have a material adverse effect or give rise to a material adverse change with respect to the Company; (iii) any event which, if it had taken place following the execution of this Agreement, would not have been permitted by Section 4.1 without prior consent of Parent; or (iv) any condition, event or occurrence which could reasonably be expected to prevent, hinder or materially delay the ability of the Company to consummate the transactions contemplated by this Agreement. 3.1.6 Litigation; Labor Matters; Compliance with Laws. (a) There is no suit, action or proceeding or investigation pending or, to the knowledge of the Company, threatened against or affecting the Company or any basis for any such suit, action, proceeding or investigation that, individually or in the aggregate, could reasonably be expected to have a material adverse effect with respect to the Company or prevent, hinder or materially delay the ability of the Company to consummate the transactions contemplated by this Agreement, nor is there any judgment, decree, injunction, rule or order of any Governmental Entity or arbitrator outstanding against the Company having, or which, insofar as reasonably could be foreseen by the Company, in the future could have, any such effect. (b) The Company is not a party to, or bound by, any collective bargaining agreement, contract or other agreement or understanding with a labor union or labor organization, nor is it the subject of any proceeding asserting that it has committed an unfair labor practice or seeking to compel it to bargain with any labor organization as to wages or conditions of employment nor is there any strike, work stoppage or other labor dispute involving it pending or, to its knowledge, threatened, any of which could have a material adverse effect with respect to the Company. (c) The conduct of the business of the Company complies in all material respects with all statutes, laws, regulations, ordinances, rules, judgments, orders, decrees or arbitration awards applicable thereto. 3.1.7 Benefit Plans. The Company is not a party to any collective bargaining agreement or any bonus, pension, profit sharing, deferred compensation, incentive compensation, stock ownership, stock purchase, phantom stock, retirement, vacation, severance, disability, death benefit, hospitalization, medical or other plan, arrangement or understanding (whether or not legally binding) under which the Company currently has an obligation to provide benefits to any current or former employee, officer or director of the Company (collectively, "Benefit Plans"). 3.1.8 Certain Employee Payments. The Company is not a party to any employment agreement which could result in the payment to any current, former or future director or employee of the Company of any money or other property or rights or accelerate or provide any other rights or benefits to any such employee or director as a result of the transactions contemplated by this Agreement, whether or not (i) such payment, acceleration or provision would constitute a "parachute payment" (within the meaning of Section 280G of the Code), or (ii) some other subsequent action or event would be required to cause such payment, acceleration or provision to be triggered. 3.1.9 Tax Returns and Tax Payments. The Company has timely filed all Tax Returns required to be filed by it, has paid all Taxes shown thereon to be due and has provided adequate reserves in its financial statements for any Taxes that have not been paid, whether or not shown as being due on any returns. No claim for unpaid Taxes has been made or become a lien against the property of the Company or is being asserted against the Company, no audit or examination of any Tax Return of the Company is being conducted by a tax authority, and no extension of the statute of limitations on the assessment of any Taxes has been granted by the Company and is currently in effect. As used herein, "Taxes" means all taxes of any kind, including, without limitation, those on or measured by or referred to as income, gross receipts, sales, use, ad valorem, franchise, profits, license, withholding, payroll, employment, excise, severance, stamp, occupation, premium value added, property or windfall profits taxes, customs, duties or similar fees, assessments or charges of any kind whatsoever, together with any interest and any penalties, additions to tax or additional amounts imposed by any governmental authority, domestic or foreign. As used herein, "Tax Return" means any federal, state, local or foreign return, report, information return or other document (including any related or supporting information) filed or required to be filed with any Governmental Entity in connection with the determination, assessment or collection of any Taxes or the administration of any laws, regulations or administrative requirements relating to any Taxes. 3.1.10 Environmental Matters. The Company is in compliance in all material respects with all applicable Environmental Laws. "Environmental Laws" means all applicable federal, state, local or foreign statutes, rules, regulations, ordinances, orders, decrees and common law relating in any manner to contamination, pollution or protection of human health or the environment, and similar state laws. 3.1.11 Contracts and Commitments. The Company Disclosure Schedule contains a true, complete and accurate list of each of the following written, and to the Company's knowledge, oral, contracts, agreements, understandings or other obligations to which the Company is a party or by which any of its assets or properties are bound (together the "Company Contracts"): (a) all rental or use agreements, contracts, covenants or obligations which may involve the payment by or to the Company of more than $25,000; (b) any contract, agreement, commitment or obligation to make any capital expenditures in excess of $25,000; (c) contracts, agreements, commitments or other obligations with any person containing any provision or covenant limiting the ability of the Company to engage in any line of business or to compete with or to obtain products or services from any person or limiting the ability of any person to compete with or to provide products or services to, or obtain products or services from, the Company, or covering indemnification of another person other than in the ordinary course of business; (d) any profit-sharing or similar contract, agreement, understanding or obligation with any person; (e) contracts, agreements, commitments or other obligations with respect to the purchase or sale by or to the Company of any product, equipment, facility, or similar item that by their respective terms do not expire or terminate or are not terminable by the Company, without penalty, premium or other liability within 30 days or may involve the payment by or to the Company of more than $25,000; (f) contracts, agreements, commitments or other obligations to provide services or facilities by or to the Company or to or by another person which is not terminable by the Company within 30 days without penalty, premium or other liability or involving payment by Company or the other person of more than $25,000; (g) all other contracts, agreements, commitments or other obligations whether or not made in the ordinary course of business which may involve the expenditure by the Company of funds in excess of $25,000 per commitment (or under a group of similar commitments), or are otherwise material to the Company; or (h) all other contracts, agreements, commitments, or other obligations of any kind that involve or relate to any shareholder, officer, director, employee or consultant of the Company or any affiliate (as defined in Section 9.2) or relative thereof. 3.1.12 Company Contract Defaults. The Company is not, or has not, received any notice or has any knowledge that any other party is, in default in any respect under any Company Contract; and there has not occurred any event that with the lapse of time or the giving of notice or both would constitute such a material default. 3.1.13 Properties. The Company has good, clear and marketable title to all the tangible properties and tangible assets reflected in the Company's latest balance sheet as being owned by the Company or acquired after the date thereof which are, individually or in the aggregate, material to the Company's business (except properties sold or otherwise disposed of since the date thereof in the ordinary course of business), free and clear of all material liens. 3.1.14 Intellectual Property Rights. (a) For purposes of this Agreement, "Intellectual Property" means shall mean any and all United States and foreign: (i) patent registrations and patent applications (including all reissues, divisions, continuations, continuations-in-part, extensions and reexaminations) and all rights therein and all improvements to the inventions disclosed in each such registration, patent or application, (ii) trademarks, service marks, trade dress, trade names and corporate names, whether or not registered, including but not limited to all common law rights, and registrations and applications for registration thereof, (iii) copyrights (including but not limited to copyrights on designs) (registered or otherwise) and registrations and applications for registration thereof, (iv) computer software, including, without limitation, source code, operating systems and specifications, data, data bases, files, documentation and other materials related thereto, data and documentation, (v) trade secrets and confidential technical and business information (including but not limited to formulas, compositions, and inventions reduced to practice, whether or not patentable), (vi) confidential technology (including know-how and show-how), manufacturing and production processes and techniques, research and development information, drawings, specifications, designs, plans, proposals, technical data, copyrightable works, financial, marketing and business data, pricing and cost information, business and marketing plans and customer and supplier lists and information, (vii) any right arising under any law providing protection to industrial or other designs, (viii) all rights to obtain and rights to apply for patents, and to register trademarks and copyrights, and (ix) all rights to sue or recover and retain damages and costs and attorneys fees for present and past infringement of any of the foregoing. (b) The Company owns, or is licensed or otherwise has the valid rights to use, all Intellectual Property used in the conduct of its business. The Company Disclosure Schedule contains an accurate and complete list of all material (i) Intellectual Property owned by the Company, (ii) Intellectual Property licensed to the Company, including a list of all agreements related thereto, (iii) licenses granted by the Company to others to use the Company's Intellectual Property, including a list of all agreements related thereto (in each case excluding licenses available in consumer retail stores or subject to "shrink-wrap" license agreements) (collectively, the "Company Intellectual Property"). The Company owns all right, title and interest in and to the Intellectual Property owned by it, free and clear of any liens or encumbrances. The Company has the sole and exclusive right to use the Company Intellectual Property licensed to it, and the consummation of the transaction contemplated hereby will not alter or impair any such rights. No claims have been asserted by any person challenging or questioning the validity or effectiveness of any licenses or agreements related to the Intellectual Property licensed by, or licensed to, the Company, and to the knowledge of the Company, there is no valid basis for any such claim. To the knowledge of the Company, the use by the Company of any Intellectual Property owned or licensed to it does not violate or infringe the rights of any person. To the knowledge of the Company, neither the Company nor any other person is in default under any license or other agreement relating to any Company Intellectual Property, and all such licenses and agreements are valid, in full force and effect and enforceable. The Company has taken reasonable steps to safeguard and maintain the secrecy and confidentiality of, and its proprietary rights in, the Company Intellectual Property. No present or former employee or consultant of the Company owns or has any proprietary, financial or other interest, direct or indirect (other than through ownership of Company Shares), in whole or in part, in any Company Intellectual Property. 3.1.15 Transactions with Related Parties. The Company is not a party to any contract, lease, license, commitment or arrangement, written or oral, which, were the Company a "registrant" under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), would be required to be disclosed pursuant to Item 404(a) or (c) of Regulation S-K as promulgated by the Securities and Exchange Commission (the "SEC"), and there are no loans outstanding to or from any person specified in Item 404(a) of Regulation S-K from or to the Company. 3.1.16 No Guaranties. None of the obligations or liabilities of the Company incurred in connection with the operation of its business is guaranteed by or subject to a similar contingent obligation of any other person. The Company has not guaranteed or become subject to a similar contingent obligation in respect of the obligations or liabilities of any other person. There are no outstanding letters of credit, surety bonds or similar instruments of the Company or any of its affiliates. 3.1.17 Insurance. The Company is insured by insurers of recognized financial responsibility against such losses and risks and in such amounts as are prudent and customary in the businesses in which the Company is engaged. The Company does not have any reason to believe that it will not be able to renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue its business without a significant increase in cost. 3.1.18 Records. The books of account, corporate records and minute books of the Company are complete and correct in all material respects. 3.1.19 No Brokers or Finders. Other than its engagement of WestPark Capital, Inc., the Company has not, and its affiliates, officers, directors or employees have not, employed any broker or finder or incurred any liability for any brokerage or finder's fee or commissions or similar payment in connection with any of the transactions contemplated hereby. 3.1.20 Investment Representations. (a) For the purpose of this Section 3.1.20, the term "Parent Common Stock" shall include any securities into which the Parent Common Stock may be exchanged or converted. (b) The Company has informed each of the Shareholders (i) that the shares of Parent Common Stock to be issued to such Shareholder pursuant to this Agreement have not been registered for sale under any federal or state securities laws and that such shares of Parent Common Stock are being offered and sold to such Stockholder pursuant to an exemption from registration provided under Regulation S and/or Section 4(2) of the Securities Act, (ii) that such Shareholder is acquiring such shares of Parent Common Stock for such Shareholder's own account for investment purposes and without a view to any distribution thereof, and (iii) that such Shareholder must bear the economic risk of the investment in such shares of Parent Common Stock for an indefinite period of time as such shares of Parent Common Stock cannot be sold unless subsequently registered under such laws or unless an exemption from registration is available. (c) Each of the Shareholders is either: (i) is an "accredited investor" within the meaning of Rule 501 of Regulation D under the Securities Act; or (ii) (A) is not a "U.S. person" within the meaning of Rule 901 of Regulation S under the Securities Act, (B) is not acquiring the Parent Common Stock for the account of or benefit of any U.S. person, and (C) is not a U.S. person who purchased securities in a transaction that did not require registration under the Securities Act. (d) Each Shareholder will resell the Parent Common Stock acquired pursuant hereto only in accordance with the provisions of this Regulation S under the Securities Act (if applicable), pursuant to registration under the Securities Act or pursuant to an available exemption from registration. (e) Each Shareholder described in Section 3.1.20(c)(ii) above will refrain from engaging in hedging transactions with regard to the Parent Common Stock acquired pursuant hereto unless in compliance with the Securities Act. (f) The Company agrees that the certificates evidencing the shares of Parent Common Stock shall bear substantially the following legend: "THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"). THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED EXCEPT IN ACCORDANCE WITH [REGULATION S UNDER THE ACT,] PURSUANT TO A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES UNDER THE ACT OR AN EXEMPTION FROM REGISTRATION UNDER THE ACT. [HEDGING TRANSACTIONS INVOLVING THESE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE ACT]." (g) With respect to any shares of Parent Common Stock issued pursuant hereto in reliance on the exemption from registration under the Securities Act provided by Regulation S under the Securities Act, Parent shall refuse to register any transfer of such Parent Common Stock not made in accordance with the provisions of such Regulation S, pursuant to registration under the Securities Act, or pursuant to an available exemption from registration. 3.1.21 Tax Reporting. Consistent with the intent of the parties hereto, the Company shall treat, and cause its affiliates to so treat, the Merger as a reorganization under Section 368(a)(1)(A) by reason of Section 368(a)(2)(E) with respect to all Tax Returns, to the extent consistent with law. 3.1.22 Board Recommendation. The Board of Directors of the Company has unanimously determined that the terms of the Merger are fair to and in the best interests of the shareholders of the Company and recommended that the holders of the Company Shares approve the Merger. 3.1.23 Required Company Vote. The affirmative vote of the holders of a majority of the Company Shares is the only vote of the holders of any class or series of the Company's securities necessary to approve the Merger (the "Company Shareholder Approval"). 3.2 Representations and Warranties of Parent and Sub. Except as set forth in the disclosure schedule delivered by Parent to the Company at the time of execution of this Agreement (the "Parent Disclosure Schedule"), Parent and Sub represent and warrant to the Company as follows: 3.2.1 Organization, Standing and Corporate Power. Each of Parent, Sub and the other Parent Subsidiaries (as defined in Section 3.2.2) is (or at Closing will be) duly organized, validly existing and in good standing under the laws of its State of organization, and has the requisite corporate power and authority to carry on its business as now being conducted. Each of Parent, Sub and the other Parent Subsidiaries is duly qualified or licensed to do business and is in good standing in each jurisdiction in which the nature of its business or the ownership or leasing of its properties makes such qualification or licensing necessary, other than in such jurisdictions where the failure to be so qualified or licensed (individually or in the aggregate) would not have a material adverse effect with respect to Parent. 3.2.2 Subsidiaries. The only direct or indirect subsidiaries of Parent are listed in the Parent Disclosure Schedule (together with Sub, the "Parent Subsidiaries"). All the outstanding shares of capital stock of each such Parent Subsidiary which is a corporation have been validly issued and are fully paid and nonassessable and, except as set forth in the Parent Disclosure Schedule, are owned (of record and beneficially) by Parent, free and clear of all lien or encumbrances of any kind. Except for the capital stock of its subsidiaries, which are corporations, Parent does not own, directly or indirectly, any capital stock or other ownership interest in any corporation, partnership, business association, joint venture or other entity. 3.2.3 Capital Structure. The authorized capital stock of Parent consists of 50,000,000 shares of Parent Common Stock, $0.001 par value, of which 1,009,643 shares of Parent Common Stock shall be issued and outstanding immediately prior to the Effective Time of the Merger and no shares of Parent Common Stock are issuable upon the exercise of outstanding warrants, convertible notes, options and otherwise. Except as set forth above, no shares of capital stock or other equity securities of Parent are issued, reserved for issuance or outstanding. All outstanding shares of capital stock of Parent are, and all shares which may be issued pursuant to this Agreement will be, when issued, duly authorized, validly issued, fully paid and nonassessable and, not subject to preemptive rights, and issued in compliance with all applicable state and federal laws concerning the issuance of securities. There are no outstanding bonds, debentures, notes or other indebtedness or other securities of Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders of Parent may vote. Except as set forth above, there are no outstanding securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which Parent or any of its subsidiaries is a party or by which any of them is bound obligating Parent or any its subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity securities of Parent or any of its subsidiaries or obligating Parent or any of its subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity securities of Parent or any of its subsidiaries or obligating Parent or any of its subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. There are no outstanding contractual obligations, commitments, understandings or arrangements of Parent or any of its subsidiaries to repurchase, redeem or otherwise acquire or make any payment in respect of any shares of capital stock of Parent or any of its subsidiaries. There are no agreements or arrangements pursuant to which Parent is or could be required to register shares of Parent Common Stock or other securities under the Securities Act or other agreements or arrangements with or among any securityholders of Parent with respect to securities of Parent. The authorized capital stock of Sub consists of 1,000 shares of common stock, of which 1,000 shares have been validly issued, are fully paid and nonassessable, were issued in compliance with all applicable state and federal laws concerning the issuance of securities, and are owned by Parent, free and clear of any lien. 3.2.4 Authority; Noncontravention. Parent and Sub have all requisite corporate authority to enter into this Agreement and to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement by Parent and Sub and the consummation by Parent and Sub of the transactions contemplated by this Agreement have been (or at Closing will have been) duly authorized by all necessary corporate action on the part of Parent and Sub. This Agreement has been duly executed and delivered by and constitutes a valid and binding obligation of each of Parent and Sub, enforceable against each such party in accordance with its terms. The execution and delivery of this Agreement do not, and the consummation of the transactions contemplated by this Agreement and compliance with the provisions of this Agreement will not, conflict with, or result in any breach or violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of or "put" right with respect to any obligation or to loss of a material benefit under, or result in the creation of any lien upon any of the properties or assets of Parent or any of its subsidiaries under, (i) the articles of incorporation or bylaws of Parent or Sub or the comparable charter or organizational documents of any other subsidiary of Parent, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to Parent, Sub or any other subsidiary of Parent or their respective properties or assets, or (iii) subject to the governmental filings and other matters referred to in the following sentence, any judgment, order, decree, statute, law, ordinance, rule, regulation or arbitration award applicable to Parent, Sub or any other subsidiary of Parent or their respective properties or assets, other than, in the case of clauses (ii) and (iii), any such conflicts, breaches, violations, defaults, rights, losses or liens that individually or in the aggregate could not have a material adverse effect with respect to Parent or could not prevent, hinder or materially delay the ability of Parent to consummate the transactions contemplated by this Agreement. No consent, approval, order or authorization of, or registration, declaration or filing with, or notice to, any Governmental Entity is required by or with respect to Parent, Sub or any other subsidiary of Parent in connection with the execution and delivery of this Agreement by Parent or Sub or the consummation by Parent or Sub, as the case may be, of any of the transactions contemplated by this Agreement, except for the filing of the Articles of Merger with the Department of Commerce of the State of Utah and the Registry of Corporate Affairs of the British Virgin Islands, as required, and such other consents, approvals, orders, authorizations, registrations, declarations, filings or notices as may be required under the "blue sky" laws of various states. 3.2.5 SEC Documents; Undisclosed Liabilities. Parent has filed all reports, schedules, forms, statements and other documents as required by the SEC in a timely basis (or has received a valid extension of such time of filing and has filed any such reports or other documents prior to the expiration of any such extension), and Parent has delivered or made available to the Company all reports, schedules, forms, statements and other documents filed with the SEC (collectively, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the "Parent SEC Documents"). As of their respective dates, the Parent SEC Documents complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent SEC documents, and none of the Parent SEC Documents (including any and all consolidated financial statements included therein) as of such date contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except to the extent revised or superseded by a subsequent filing with the SEC (a copy of which has been provided to the Company prior to the date of this Agreement), none of the Parent SEC Documents contains any untrue statement of a material fact or omits to state any material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of Parent included in such Parent SEC Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles in the United States ("GAAP") (except, in the case of unaudited consolidated quarterly statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly and accurately present the consolidated financial position of Parent and its consolidated subsidiaries as of the dates thereof and the consolidated results of operations and changes in cash flows for the periods then ended (subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments as determined by Parent's independent accountants). Except as set forth in the Parent SEC Documents, at the date of the most recent audited financial statements of Parent included in the Parent SEC Documents, neither Parent nor any of its subsidiaries had, and since such date neither Parent nor any of such subsidiaries has incurred, any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) which, individually or in the aggregate, could reasonably be expected to have a material adverse effect with respect to Parent. 3.2.6 Absence of Certain Changes or Events. Except as disclosed in the Parent SEC Documents, since the date of the most recent financial statements included in the Parent SEC Documents, Parent has conducted its business only in the ordinary course consistent with past practice in light of its current business circumstances, and there is not and has not been: (i) any material adverse change with respect to Parent; (ii) any condition, event or occurrence which, individually or in the aggregate, could reasonably be expected to have a material adverse effect or give rise to a material adverse change with respect to Parent; (iii) any event which, if it had taken place following the execution of this Agreement, would not have been permitted by Section 4.1 without the prior consent of the Company; or (iv) any condition, event or occurrence which could reasonably be expected to prevent, hinder or materially delay the ability of Parent to consummate the transactions contemplated by this Agreement. 3.2.7 Interim Operations of Sub. Sub was formed in March 2004 solely for the purpose of engaging in the transactions contemplated hereby, has (or will have) engaged in no other business activities and has (or will have) conducted its operations only as contemplated hereby. 3.2.8 Litigation; Labor Matters; Compliance with Laws. (a) There is no suit, action or proceeding or investigation pending or, to the knowledge of Parent, threatened against or affecting Parent or any basis for any such suit, action, proceeding or investigation that, individually or in the aggregate, could reasonably be expected to have a material adverse effect with respect to Parent or prevent, hinder or materially delay the ability of Parent to consummate the transactions contemplated by this Agreement, nor is there any judgment, decree, injunction, rule or order of any Governmental Entity or arbitrator outstanding against Parent having, or which, insofar as reasonably could be foreseen by Parent, in the future could have, any such effect. (b) Parent is not a party to, or bound by, any collective bargaining agreement, contract or other agreement or understanding with a labor union or labor organization, nor is it the subject of any proceeding asserting that it has committed an unfair labor practice or seeking to compel it to bargain with any labor organization as to wages or conditions of employment nor is there any strike, work stoppage or other labor dispute involving it pending or, to its knowledge, threatened, any of which could have a material adverse effect with respect to Parent. (c) The conduct of the business of Parent complies in all material respects with all statutes, laws, regulations, ordinances, rules, judgments, orders, decrees or arbitration awards applicable thereto. 3.2.9 Benefit Plans. Parent is not a party to any Benefit Plan under which Parent currently has an obligation to provide benefits to any current or former employee, officer or director of Parent. 3.2.10 Certain Employee Payments. Parent is not a party to any employment agreement which could result in the payment to any current, former or future director or employee of Parent of any money or other property or rights or accelerate or provide any other rights or benefits to any such employee or director as a result of the transactions contemplated by this Agreement, whether or not (i) such payment, acceleration or provision would constitute a "parachute payment" (within the meaning of Section 280G of the Code), or (ii) some other subsequent action or event would be required to cause such payment, acceleration or provision to be triggered. 3.2.11 Tax Returns and Tax Payments. Parent has timely filed all Tax Returns required to be filed by it, has paid all Taxes shown thereon to be due and has provided adequate reserves in its financial statements for any Taxes that have not been paid, whether or not shown as being due on any returns. No claim for unpaid Taxes has been made or become a lien against the property of Parent or is being asserted against Parent, no audit or examination of any Tax Return of Parent is being conducted by a tax authority, and no extension of the statute of limitations on the assessment of any Taxes has been granted by Parent and is currently in effect. 3.2.12 Environmental Matters. Parent is in compliance in all material respects with all applicable Environmental Laws. No material expenditures are or will be required in order for Parent to comply with any applicable Environmental Law. No Hazardous Materials are used or have been used, stored, or disposed of by Parent or by any other person on any property owned, leased or used by Parent. Parent has not received any written or oral notice, report or other information regarding any actual or alleged violation of Environmental Laws or any liabilities, including any investigatory, remedial or corrective liabilities, relating to Parent, its sub-surface mineral rights, or its facilities arising under Environmental Laws. Neither Parent nor any of its predecessors or affiliates has, either expressly or by operation of law, assumed or undertaken any liability, including any obligation for corrective or remedial action, of any other person relating to Environmental Laws. Without limiting the foregoing, Parent does not have any liabilities for clean-up, remediation or other liabilities under Environmental Laws arising out of or in connection with its exploration, production or other mining activities. For purposes of this Agreement, "Hazardous Materials" means (a) petroleum and petroleum products, heavy metals, radioactive materials, asbestos in any form that is or could become friable, urea formaldehyde foam insulation, transformers or other equipment that contain polychlorinated biphenyls, and radon gas, (b) any other chemicals, materials or substances defined as or included in the definition of "hazardous substances," "hazardous wastes," "restricted hazardous wastes," "toxic substances," "toxic pollutants," "contaminants" or "pollutants", or words of similar import, under any applicable Environmental Law, and (c) any other chemical, material or substances exposure to which is regulated by any Governmental Entity. 3.2.13 Contracts and Commitments. The Parent Disclosure Schedule contains a true, complete and accurate list of each of the following written, and to Parent's knowledge, oral, contracts, agreements, understandings or other obligations to which Parent is a party or by which any of its assets or properties are bound (together the "Parent Contracts"): (a) all rental or use agreements, contracts, covenants or obligations which may involve the payment by or to Parent of more than $25,000; (b) any contract, agreement, commitment or obligation to make any capital expenditures in excess of $25,000; (c) contracts, agreements, commitments or other obligations with any person containing any provision or covenant limiting the ability of Parent to engage in any line of business or to compete with or to obtain products or services from any person or limiting the ability of any person to compete with or to provide products or services to, or obtain products or services from, Parent, or covering indemnification of another person other than in the ordinary course of business; (d) any profit-sharing or similar contract, agreement, understanding or obligation with any person; (e) contracts, agreements, commitments or other obligations with respect to the purchase or sale by or to Parent of any product, equipment, facility, or similar item that by their respective terms do not expire or terminate or are not terminable by Parent, without penalty, premium or other liability within 30 days or may involve the payment by or to Parent of more than $25,000; (f) contracts, agreements, commitments or other obligations to provide services or facilities by or to Parent or to or by another person which is not terminable by Parent within 30 days without penalty, premium or other liability or involving payment by Parent or the other person of more than $25,000; (g) all other contracts, agreements, commitments or other obligations whether or not made in the ordinary course of business which may involve the expenditure by Parent of funds in excess of $25,000 per commitment (or under a group of similar commitments), or are otherwise material to Parent; or (h) all other contracts, agreements, commitments, or other obligations of any kind that involve or relate to any shareholder, officer, director, employee or consultant of Parent or any affiliate or relative thereof. 3.2.14 Parent Contract Defaults. Parent is not, or has not, received any notice or has any knowledge that any other party is, in default in any respect under any Parent Contract; and there has not occurred any event that with the lapse of time or the giving of notice or both would constitute such a material default. 3.2.15 Properties. Parent has good, clear and marketable title to all the tangible properties and tangible assets reflected in the Parent's latest balance sheet included in the Parent SEC Documents (the "Parent Balance Sheet") as being owned by Parent or acquired after the date thereof which are, individually or in the aggregate, material to Parent's business (except properties sold or otherwise disposed of since the date thereof in the ordinary course of business), free and clear of all liens or encumbrances of any kind. 3.2.16 Intellectual Property Rights. Parent owns, or is licensed or otherwise has the valid rights to use, all Intellectual Property used in the conduct of its business. The Parent Disclosure Schedule contains an accurate and complete list of all material (i) Intellectual Property owned by the Parent, (ii) Intellectual Property licensed to Parent, including a list of all agreements related thereto, (iii) licenses granted by Parent to others to use Parent's Intellectual Property, including a list of all agreements related thereto (in each case excluding licenses available in consumer retail stores or subject to "shrink-wrap" license agreements) (collectively, the "Parent Intellectual Property"). Parent owns all right, title and interest in and to the Intellectual Property owned by it, free and clear of any liens or encumbrances. Parent has the sole and exclusive right to use the Parent Intellectual Property licensed to it, and the consummation of the transaction contemplated hereby will not alter or impair any such rights. No claims have been asserted by any person challenging or questioning the validity or effectiveness of any licenses or agreements related to the Intellectual Property licensed by, or licensed to, Parent, and to the knowledge of Parent, there is no valid basis for any such claim. To the knowledge of Parent, the use by Parent of any Intellectual Property owned or licensed to it does not violate or infringe the rights of any person. To the knowledge of Parent, neither Parent nor any other person is in default under any license or other agreement relating to any Parent Intellectual Property, and all such licenses and agreements are valid, in full force and effect and enforceable. Parent has taken reasonable steps to safeguard and maintain the secrecy and confidentiality of, and its proprietary rights in, the Parent Intellectual Property. No present or former employee or consultant of Parent owns or has any proprietary, financial or other interest, direct or indirect (other than through ownership of Parent Common Stock), in whole or in part, in any Parent Intellectual Property. 3.2.17 Transactions with Related Parties. Other than as described in the Parent SEC Documents, Parent is not a party to any contract, lease, license, commitment or arrangement, written or oral, which would be required to be disclosed pursuant to Item 404(a) or (c) of Regulation S-K as promulgated by the SEC, and there are no loans outstanding to or from any person specified in Item 404(a) of Regulation S-K from or to the Company. 3.2.18 No Guaranties. None of the obligations or liabilities of Parent incurred in connection with the operation of its business is guaranteed by or subject to a similar contingent obligation of any other person. Parent has not guaranteed or become subject to a similar contingent obligation in respect of the obligations or liabilities of any other person. There are no outstanding letters of credit, surety bonds or similar instruments of Parent or any of its affiliates. 3.2.19 Insurance. Parent is insured by insurers of recognized financial responsibility against such losses and risks and in such amounts as are prudent and customary in the businesses in which Parent is engaged. Parent does not have any reason to believe that it will not be able to renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue its business without a significant increase in cost. 3.2.20 Records. The books of account, corporate records and minute books of Parent are complete and correct in all material respects. Complete and accurate copies of all such books of account, corporate records and minute books and of the stock register of Parent have been provided to the Comapny. 3.2.21 No Brokers or Finders. Parent has not, and its affiliates, officers, directors or employees have not, employed any broker or finder or incurred any liability for any brokerage or finder's fee or commissions or similar payment in connection with any of the transactions contemplated hereby. 3.2.22 Tax Reporting. Consistent with the intent of the parties hereto, Parent shall treat, and cause its affiliates to so treat, the Merger as a reorganization under Section 368(a)(1)(A) by reason of Section 368(a)(2)(E) with respect to all Tax Returns, to the extent consistent with law. 3.2.23 Sarbanes-Oxley; Internal Accounting Controls. Parent is in material compliance with all provisions of the Sarbanes-Oxley Act of 2002 which are applicable to it. Parent and the Parent Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management's general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management's general or specific authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Parent has established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for Parent and designed such disclosure controls and procedures to ensure that material information relating to Parent, including its subsidiaries, is made known to the certifying officers by others within those entities, particularly during the period in which Parent's most recently filed periodic report under the Exchange Act, as the case may be, is being prepared. Parent's certifying officers have evaluated the effectiveness of Parent's controls and procedures as of the date prior to the filing date of the most recently filed periodic report under the Exchange Act (such date, the "Evaluation Date"). Parent presented in its most recently filed periodic report under the Exchange Act the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Since the Evaluation Date, there have been no significant changes in Parent's internal controls (as such term is defined in Item 307(b) of Regulation S-K under the Exchange Act) or, to Parent's knowledge, in other factors that could significantly affect Parent's internal controls. 3.2.24 Application of Takeover Protections. Parent and its Board of Directors have taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under Parent's Articles of Incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Company or the Shareholders as a result of the transaction contemplated by this Agreement, including without limitation Parent's issuance of the Parent Common Stock pursuant hereto. 3.2.25 Private Placement. Assuming the accuracy of the representations and warranties set forth in Section 3.1.20, no registration under the Securities Act is required for the offer and issuance of the Parent Common Stock by Parent to the Shareholders of the Company at the Effective Time of the Merger as contemplated hereby. 3.2.26 No Integrated Offering. Assuming the accuracy of the representations and warranties set forth in Section 3.1.20, neither Parent, nor any of its affiliates, nor any person acting on its or their behalf has, directly or indirectly, made any offers or sales of any security or solicited any offers to buy any security, under circumstances that would cause the issuance of the Parent Common Stock pursuant to this Agreement to be integrated with prior offerings by Parent for purposes of the Securities Act. 3.2.27 Registration Rights. No person has any right to cause Parent to effect the registration under the Securities Act of any securities of Parent. 3.2.28 Spin-Off of Mining Interests. The contemplated contribution of Parent's mining rights and interests to its Nevada subsidiary and the distribution of the capital stock of such subsidiary to Parent's shareholders immediately subsequent to the Effective Time of the Merger (the "Spin-Off") will not result in any Tax obligations or liabilities of Parent or other adverse Tax consequences with respect to Parent. The Spin-Off will be concluded by Parent in compliance with the Securities Act and all applicable securities laws of any Governmental Entity. The Distribution Agreement, dated on or about March 5, 2004, by and among Parent; Tintic Gold Mining Company, a Nevada corporation and wholly-owned subsidiary of Parent; and George P. Christopulos, Hugh N. Coltharp and Jack R. Coombs (the "Distribution Agreement") has been duly executed by all persons which are parties thereto and constitutes the valid and binding obligation of each person a party thereto, enforceable in accordance with its terms. For avoidance of doubt, the Shareholders of the Company shall not participate in the Spin-Off and their respective shares of Parent Common Stock to be issued under the Agreement as Merger Consideration shall not be entitled to receive any dividend related to the Spin-Off. 3.2.29 Board Recommendation. The Board of Directors of Parent has unanimously determined that the terms of the Merger are fair to and in the best interests of the shareholders of Parent. 4. COVENANTS RELATING TO CONDUCT OF BUSINESS PRIOR TO MERGER. 4.1 Conduct of Company and Parent. Except as expressly permitted by this Agreement, between the date of this Agreement and the Effective Time of the Merger, each of Parent and the Company shall conduct its business only in the ordinary course in substantially the same manner as heretofore conducted, and use all its reasonable efforts to preserve intact its present business organization and employees and to preserve the goodwill of persons with which it has business relations. Without limiting the generality of the foregoing, except as otherwise expressly provided in this Agreement, between the date of this Agreement and the Effective Time of the Merger, each of Parent and the Company shall pay accounts payable and pay and perform other obligations of its business when they become due and payable in the ordinary course of business consistent with past practice, or when required to be performed, as the case may be, and shall (unless otherwise mutually agreed to in writing): 4.1.1 not amend or alter its memorandum or articles of incorporation, bylaws, or similar charter documents; 4.1.2 not engage in any transaction, except in the normal and ordinary course of business, or create or suffer to exist any lien or other encumbrance upon any of its assets or which will not be discharged in full prior to the Effective Time of the Merger; 4.1.3 not sell, assign or otherwise transfer any of its assets, or cancel or compromise any debts or claims relating to their assets, other than for fair value, in the ordinary course of business, and consistent with past practice; 4.1.4 not fail to use reasonable efforts to preserve intact its present business organizations, keep available the services of their employees and preserve its material relationships with customers, suppliers, licensors, licensees, distributors and others, to the end that its good will and on-going business not be impaired prior to the Effective Time of the Merger; 4.1.5 except for matters related to complaints by former employees related to wages, not suffer or permit any material adverse change to occur with respect to Company and Parent or their business or assets; 4.1.6 not organize any subsidiary or acquire any capital stock or other equity securities of any person or any equity or ownership interest in any business, other than in connection with the Spin-Off and as contemplated by the Distribution Agreement; 4.1.7 not enter into any instrument which would constitute a Company Contract or Parent Contract, as applicable, or enter into any material amendment, supplement or waiver in respect of any such Company Contract or Parent Contract; 4.1.8 not incur any severance pay obligation by reason of this Agreement or the transactions contemplated hereby; 4.1.9 not grant or extend any power of attorney other than in the ordinary course of business which does not affect a material part of its business; 4.1.10 keep in full force and effect insurance comparable in amount and scope of coverage to insurance now carried by it; 4.1.11 not make any material change with respect to their business in accounting or bookkeeping methods, principles or practices, except as required by GAAP. 4.1.12 promptly advise the other party in writing of any material adverse effect with respect to it; or 4.1.13 agree or otherwise commit, whether in writing or otherwise, to do, or take any action or omit to take any action that would result in, any of the foregoing. 5. ADDITIONAL AGREEMENTS. 5.1 Shareholders Meetings. The Company shall, as promptly as practicable following the execution of this Agreement, call, give notice of, convene and hold a meeting of its shareholders for the purpose of approving this Agreement and the transactions contemplated by this Agreement or obtain the unanimous written consent of its shareholders (if legally permitted) for the same aforementioned purpose. Sub shall, as promptly as practicable following the execution of this Agreement, call, give notice of, convene and hold a meeting of its shareholders for the purpose of approving this Agreement and the transactions contemplated by this Agreement or obtain the unanimous written consent of its shareholders (if legally permitted) for the same aforementioned purpose. 5.2 Access to Information; Confidentiality. 5.2.1 The Company shall, and shall cause its officers, employees, counsel, financial advisors and other representatives to, afford to Parent and its representatives reasonable access during normal business hours during the period prior to the Effective Time of the Merger to its properties, books, contracts, commitments, personnel and records and, during such period, the Company shall, and shall cause its officers, employees and representatives to, furnish promptly to Parent all information concerning its business, properties, financial condition, operations and personnel as such other party may from time to time reasonably request. For the purposes of determining the accuracy of the representations and warranties of the Company set forth herein and compliance by the Company of its obligations hereunder, during the period prior to the Effective Time of the Merger, Parent shall provide the Company and its representatives with reasonable access during normal business hours to its properties, books, contracts, commitments, personnel and records as may be necessary to enable the Company to confirm the accuracy of the representations and warranties of Parent set forth herein and compliance by Parent and Sub of their obligations hereunder, and, during such period, Parent shall, and shall cause its subsidiaries, officers, employees and representatives to, furnish promptly to the Company upon its request (i) a copy of each report, schedule, registration statement and other document filed by it during such period pursuant to the requirements of federal or state securities laws and (ii) all other information concerning its business, properties, financial condition, operations and personnel as such other party may from time to time reasonably request. Except as required by law, each of the Company, Sub, and Parent will hold, and will cause its respective directors, officers, employees, accountants, counsel, financial advisors and other representatives and affiliates to hold, any nonpublic information in confidence. 5.2.2 No investigation pursuant to this Section 5.2 shall affect any representations or warranties of the parties herein or the conditions to the obligations of the parties hereto. 5.3 Best Efforts. Upon the terms and subject to the conditions set forth in this Agreement, each of the parties agrees to use its best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement. Parent, Sub and the Company will use their best efforts and cooperate with one another (i) in promptly determining whether any filings are required to be made or consents, approvals, waivers, permits or authorizations are required to be obtained (or, which if not obtained, would result in an event of default, termination or acceleration of any agreement or any put right under any agreement) under any applicable law or regulation or from any Governmental Entities or third parties, including parties to loan agreements or other debt instruments and including such consents, approvals, waivers, permits or authorizations as may be required to transfer the assets and related liabilities of the Company to the Surviving Corporation in the Merger, in connection with the transactions contemplated by this Agreement, and (ii) in promptly making any such filings, in furnishing information required in connection therewith and in timely seeking to obtain any such consents, approvals, permits or authorizations. Parent and the Company shall mutually cooperate in order to facilitate the achievement of the benefits reasonably anticipated from the Merger. 5.4 Public Announcements. Parent and Sub, on the one hand, and the Company, on the other hand, will consult with each other before issuing, and provide each other the reasonable opportunity to review and comment upon, any press release or other public statements with respect to the transactions contemplated by this Agreement. The parties agree that the initial press release or releases to be issued with respect to the transactions contemplated by this Agreement shall be mutually agreed upon prior to the issuance thereof. Notwithstanding the foregoing, Company may disclose the contemplated Merger in letters to the Company's optionees for purposes of fulfilling the Company's obligations under any stock option or incentive plan of the Company. 5.5 Amending Schedules. From time to time prior to the Closing, the Company and Parent shall promptly supplement or amend the Company Disclosure Schedules or Parent Disclosure Schedules, as applicable, hereto with respect to any matter arising after the date of this Agreement which, if existing or occurring at the date of this Agreement, would have been required to have been set forth in the Company Disclosure Schedules or Parent Disclosure Schedules, as applicable. Such supplement or amendment shall have the effect of curing any related misrepresentation or breach of warranty made in connection with the transactions contemplated by this Agreement; provided, however, each party shall have a commercially reasonable period of time following receipt of any supplemented or amended Company Disclosure Schedules or Parent Disclosure Schedules, as applicable, to elect (i) to terminate this Agreement without any further liability to any other party hereunder, or (ii) in such non-amending party's sole discretion, to elect to waive such breach and consummate the transactions contemplated by this Agreement. 5.6 Expenses. All costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such expenses, and Parent shall pay and discharge all of its costs and expenses on or prior to the Effective Time of the Merger. 5.7 Directors and Officers. On or prior to the Effective Date, Parent shall take each of the following actions: 5.7.1 Parent shall have obtained and provided the Company with copies of written resignations from each of its directors and officers, which resignations shall be effective: (i) with respect to all officers of Parent and one director of Parent, at the Effective Time of the Merger, and (ii) with respect to the remaining directors, on the date which is ten (10) days following filing with the Securities and Exchange Commission and transmission to all shareholders of Parent of an information statement meeting the requirements of Rule 14f-1 under the Exchange Act (such date is referred to herein as the "Board Transition Date"). 5.7.2 Parent shall have taken all action to cause Wei Li and Da-chang Ju to be elected to its Board of Directors effective as of the Effective Date of the Merger and for James Nian Zhan, Lian-jun Luo and Yun- long Zhang to be elected to its Board of Directors effective as of the Board Transition Date. 5.7.3 Parent shall have appointed each of following individuals to the office set forth opposite such individual's name, effective as of the Effective Date of the Merger: Name Title Wei Li Chairman of the Board & Chief Executive Officer Lian-jun Luo Chief Financial Officer James Nian Zhan Secretary 5.8 Post-Closing Conduct of Business. Except as expressly permitted by this Agreement, between the Closing and the Board Transition Date, Parent shall conduct the combined business of Parent and the Company only in the ordinary course in substantially the same manner as heretofore conducted, and use all its reasonable efforts to preserve intact the combined business organization and employees and to preserve the goodwill of persons with which it has business relations. Without limiting the generality of the foregoing, except as otherwise expressly provided in this Agreement or consented to in writing by each of the directors appointed to Parent's Board of Directors at the Effective Time of the Merger pursuant to Section 5.7.2, between the Closing and the Board Transition Date, Parent shall: 5.8.1 not amend or alter its articles of incorporation or bylaws, except as provided in Section 5.9 below; 5.8.2 not engage in any transaction, except in the normal and ordinary course of business, or create or suffer to exist any lien or other encumbrance upon any of its assets; 5.8.3 not sell, assign or otherwise transfer any of its assets, or cancel or compromise any debts or claims relating to their assets, other than for fair value, in the ordinary course of business; 5.8.4 not fail to use reasonable efforts to preserve intact its present business organizations, keep available the services of their employees and preserve its material relationships with customers, suppliers, licensors, licensees, distributors and others, to the end that its good will and on-going business not be impaired prior to the Board Transition Date; 5.8.5 not suffer or permit any material adverse change to occur with respect to Parent or its business or assets; 5.8.6 not organize any subsidiary or acquire any capital stock or other equity securities of any person or any equity or ownership interest in any business, other than in connection with the Spin-Off and as contemplated by the Distribution Agreement; 5.8.7 not enter into any instrument which would constitute a Parent Contract, as applicable, or enter into any material amendment, supplement or waiver in respect of any such Parent Contract; 5.8.8 not grant or extend any power of attorney other than in the ordinary course of business which does not affect a material part of its business; 5.8.9 not make any material change with respect to its business in accounting or bookkeeping methods, principles or practices, except as required by GAAP; 5.8.10 not issue any note, bond, or other debt security or created, incurred, assumed, or guaranteed any liability for borrowed money or capitalized lease contract; 5.8.11 not declare, set aside, or paid any dividend or made any distribution with respect to its equity securities (whether in cash or in kind) or redeemed, purchased, or otherwise acquired any of its equity securities, except as provided in Section 5.9; or 5.8.12 agree or otherwise commit, whether in writing or otherwise, to do, or take any action or omit to take any action that would result in, any of the foregoing. 5.9 Stock Split; Name Change. Following the Effective Date of the Merger, Parent and the Company shall cause the Board of Directors to approve: (i) a four-for-one forward stock split with respect to the Parent Common Stock (such that each holder of Parent Common Stock will receive three (3) additional shares of Parent Common Stock for every share of Parent Common Stock held on the record date of the stock split), and (ii) a change the corporate name of Parent to such name as shall be directed by the Company. 5.10 No Solicitation. Except as previously agreed to in writing by the other party, neither Company nor Parent shall authorize or permit any of its officers, directors, agents, representatives, or advisors to (a) solicit, initiate or encourage or take any action to facilitate the submission of inquiries, proposals or offers from any person relating to any matter concerning any merger, consolidation, business combination, recapitalization or similar transaction involving Company or Parent, respectively, other than the transaction contemplated by this Agreement or any other transaction the consummation of which would or could reasonably be expected to impede, interfere with, prevent or delay the Merger or which would or could be expected to dilute the benefits to the Company of the transactions contemplated hereby. The Company or Parent will immediately cease and cause to be terminated any existing activities, discussions and negotiations with any parties conducted heretofore with respect to any of the foregoing. 6. CONDITIONS PRECEDENT. 6.1 Conditions to Each Party's Obligation to Effect the Merger. The respective obligation of each party to effect the Merger is subject to the satisfaction or waiver on or prior to the Closing Date of the following conditions: 6.1.1 Shareholder Approval. Each of the Company Shareholder Approval and the approval of Sub's shareholders shall have been obtained. 6.1.2 OTCBB Clearance. The shares of Parent Common Stock shall have been cleared for quotation on the Over-the-Counter Bulletin Board. 6.1.3 No Injunctions or Restraints. No temporary restraining order, preliminary or permanent injunction or other order issued by any court of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Merger shall be in effect. 6.1.4 No Dissent. Holders of no more than five percent (5%) of the Company Shares shall have dissented to the Merger. 6.2 Conditions to Obligations of Parent and Sub. The obligations of Parent and Sub to effect the Merger are further subject to the following conditions: 6.2.1 Representations and Warranties. The representations and warranties of the Company set forth in this Agreement shall be true and correct in all material respects, in each case as of the date of this Agreement and as of the Closing Date as though made on and as of the Closing Date, unless made as of another date, in which case they shall be true and correct in all material respects as of such date. Parent shall have received a certificate signed on behalf of the Company by the President or Chief Executive Officer of the Company to such effect. 6.2.2 Performance of Obligations of the Company. The Company shall have performed the obligations required to be performed by it under this Agreement at or prior to the Closing Date (except for such failures to perform as have not had or could not reasonably be expected, either individually or in the aggregate, to have a material adverse effect with respect to the Company or adversely affect the ability of the Company to consummate the transactions herein contemplated or perform its obligations hereunder), and Parent shall have received a certificate signed on behalf of the Company by the President or Chief Executive Officer of the Company to such effect. 6.2.3 Consents, etc. Parent shall have received evidence, in form and substance reasonably satisfactory to it, that such licenses, permits, consents, approvals, authorizations, qualifications and orders of governmental authorities and other third parties as necessary in connection with the transactions contemplated hereby have been obtained. 6.2.4 No Litigation. There shall not be pending or threatened by any Governmental Entity any suit, action or proceeding (or by any other person any suit, action or proceeding which has a reasonable likelihood of success), (i) challenging or seeking to restrain or prohibit the consummation of the Merger or any of the other transactions contemplated by this Agreement or seeking to obtain from Parent or any of its subsidiaries any damages that are material in relation to Parent and its subsidiaries taken as a whole, (ii) seeking to prohibit or limit the ownership or operation by the Company, Parent or any of its subsidiaries of any material portion of the business or assets of the Company, Parent or any of its subsidiaries, or to dispose of or hold separate any material portion of the business or assets of the Company, Parent or any of its subsidiaries, as a result of the Merger or any of the other transactions contemplated by this Agreement, (iii) seeking to impose limitations on the ability of Parent or Sub to acquire or hold, or exercise full rights of ownership of, any Company Shares or Common Stock of the Surviving Corporation, including, without limitation, the right to vote the Company Shares or Common Stock of the Surviving Corporation on all matters properly presented to the shareholders of the Company or the Surviving Corporation, respectively, or (iv) seeking to prohibit Parent or any of its subsidiaries from effectively controlling in any material respect the business or operations of the Company. 6.2.5 Legal Opinion. Parent shall have received the legal opinion of counsel to the Company, in substantially the form of Exhibit Ahereto. 6.2.6 Secretary's Certificate. Parent shall have received a certificate of the Secretary or Assistant Secretary of the Company certifying (i) a true and complete copy of the resolutions duly and validly adopted by the Board of Directors of the Company evidencing the authorization of the execution and delivery of this Agreement, (ii) the names and signatures of the officers of the Company authorized to sign this Agreement and the other documents to be delivered hereunder and (iii) a true and complete copy of the Memorandum of Association and Articles of Association of the Company. 6.3 Conditions to Obligation of the Company. The obligation of the Company to effect the Merger is further subject to the following conditions: 6.3.1 Representations and Warranties. The representations and warranties of Parent and Sub set forth in this Agreement shall be true and correct in all material respects, in each case as of the date of this Agreement and as of the Closing Date as though made on and as of the Closing Date, unless made as of another date, in which case they shall be true and correct in all material respects as of such date. The Company shall have received a certificate signed on behalf of Parent by the President or Chief Executive Officer of Parent to such effect. 6.3.2 Performance of Obligations of Parent and Sub. Parent and Sub shall have performed the obligations required to be performed by them under this Agreement at or prior to the Closing Date (except for such failures to perform as have not had or could not reasonably be expected, either individually or in the aggregate, to have a material adverse effect with respect to Parent or adversely affect the ability of Parent to consummate the transactions herein contemplated or perform its obligations hereunder), and the Company shall have received a certificate signed on behalf of Parent by the President or Chief Executive Officer of Parent to such effect. 6.3.3 No Litigation. There shall not be pending or threatened any suit, action or proceeding before any court, Governmental Entity or authority (i) pertaining to the transactions contemplated by this Agreement or (ii) seeking to prohibit or limit the ownership or operation by the Company, Parent or any of its subsidiaries, or to dispose of or hold separate any material portion of the business or assets of the Company, Parent or of its any subsidiaries. 6.3.4 Consents, etc. Company shall have received evidence, in form and substance reasonably satisfactory to it, that such licenses, permits, consents, approvals, authorizations, qualifications and orders of governmental authorities and other third parties as necessary in connection with the transactions contemplated hereby have been obtained. 6.3.5 Filing of Merger Agreement. Parent shall have filed or will promptly file after the Closing Date in the office of the Department of Commerce of the State of Utah or other office of each jurisdiction in which such filings are required for the Merger to become effective. 6.3.6 Resignations. Parent shall deliver to the Company written resignations of all of the officers of Parent and evidence of election of those new directors and officers as further described in Section 5.7herein, subject to compliance with Rule 14f-1 of the Exchange Act. 6.3.7 Legal Opinion. The Company shall have received the legal opinion of counsel to Parent, in substantially the form of Exhibit Bhereto. 6.3.8 Good Standing Certificates. The Company shall have received certificates of the Department of Commerce of the State of Utah with respect to Parent and of each state in which Parent is qualified to do business as a foreign corporation as of a recent date, showing Parent to be validly existing and in good standing in the State of Utah and qualified to do business and in good standing in such other states as a foreign corporation, as the case may be. 6.3.9 Secretary's Certificate. The Company shall have received certificates of the Secretary or Assistant Secretary of Parent and Sub certifying (i) a true and complete copy of the resolutions duly and validly adopted by the Board of Directors of Parent or Sub, as applicable, evidencing the authorization of the execution and delivery of this Agreement, (ii) the names and signatures of the officers of Parent and Sub, as applicable, authorized to sign this Agreement and the other documents to be delivered hereunder and (iii) a true and complete copy of the articles of incorporation and bylaws of each of Parent and Sub. 6.3.10 Spin-Off. The Spin-Off shall be completed by Parent in accordance with the Distribution Agreement and without any adverse Tax consequences and in full compliance with all applicable securities laws. 6.3.11 Indebtedness. All indebtedness of Parent shall have been repaid, otherwise satisfied in full or cancelled. 6.3.12 Accrued Fees. All accrued fees of Parent's professional advisors, including without limitation all legal and accounting fees incurred by Parent in connection with the preparation, negotiation, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby and all accounting fees incurred in connection with the audit of Parent's financial statements for the year ended December 31, 2003 (the "Professional Fees"), shall have been paid and satisfied in full. 6.3.13 8-K. Parent shall file a Form 8-K with the SEC within fifteen days of the closing of the Merger and a subsequent Form 8-K within 60 days thereafter containing audited financial statements of the Company as required by Item 310 of Regulation S-B. 7. TERMINATION, AMENDMENT AND WAIVER. 7.1 Termination. This Agreement may be terminated and abandoned at any time prior to the Effective Time of the Merger: 7.1.1 by mutual written consent of Parent and the Company; 7.1.2 by either Parent or the Company if any Governmental Entity shall have issued an order, decree or ruling or taken any other action permanently enjoining, restraining or otherwise prohibiting the Merger and such order, decree, ruling or other action shall have become final and nonappealable; 7.1.3 by either Parent or the Company if the Merger shall not have been consummated on or before March 26, 2004 (other than as a result of the failure of the party seeking to terminate this Agreement to perform its obligations under this Agreement required to be performed at or prior to the Effective Time of the Merger); 7.1.4 by Parent, if a material adverse change shall have occurred relative to the Company or if the Company willfully fails to perform in any material respect any of its material obligations under this Agreement; or 7.1.5 by the Company, if a material adverse change shall have occurred relative to Parent or Sub or if Parent or Sub willfully fails to perform in any material respect any of their respective obligations under this Agreement. 7.2 Effect of Termination. In the event of termination of this Agreement by either the Company or Parent as provided in Section 7.1, this Agreement shall forthwith become void and have no effect, without any liability or obligation on the part of Parent, Sub or the Company, other than the provisions of the last sentence of Section 5.2.1, Section 7.6 and this Section 7.2. Nothing contained in this Section shall relieve any party for any breach of the representations, warranties, covenants or agreements set forth in this Agreement. 7.3 Amendment. This Agreement may not be amended except by an instrument in writing signed on behalf of each of the parties. 7.4 Extension; Waiver. At any time prior to the Effective Time of the Merger, the parties may (a) extend the time for the performance of any of the obligations or other acts of the other parties, (b) waive any inaccuracies in the representations and warranties contained in this Agreement or in any document delivered pursuant to this Agreement, or (c) waive compliance with any of the agreements or conditions contained in this Agreement. Any agreement on the part of a party to any such extension or waiver shall be valid only if set forth in an instrument in writing signed on behalf of such party. The failure of any party to this Agreement to assert any of its rights under this Agreement or otherwise shall not constitute a waiver of such rights. 7.5 Procedure for Termination, Amendment, Extension or Waiver. A termination of this Agreement pursuant to Section 7.1, an amendment of this Agreement pursuant to Section 7.3 or an extension or waiver of this Agreement pursuant to Section 7.4 shall, in order to be effective, require in the case of Parent, Sub or the Company, action by its Board of Directors. 7.6 Return of Documents. In the event of termination of this Agreement for any reason, Parent and Company will return to the other party all of the other party's documents, work papers, and other materials (including copies) relating to the transactions contemplated in this Agreement, whether obtained before or after execution of this Agreement. Parent and Company will not use any information so obtained from the other party for any purpose and will take all reasonable steps to have such other party's information kept confidential. 8. INDEMNIFICATION AND RELATED MATTERS. 8.1 Survival. All representations, warranties, covenants and agreements of Parent and Sub contained in this Agreement or in any certificate delivered pursuant to this Agreement shall survive the Closing for the time period set forth in Section 8.2 notwithstanding any investigation conducted with respect thereto. The representations and warranties of the Company contained in this Agreement or in any certificate delivered pursuant to this Agreement shall not survive the Closing. 8.2 Time Limitations. Neither Parent nor Sub, on the one hand, nor the Company, on the other hand, shall have any liability (for indemnification or otherwise) with respect to any representation or warranty, or agreement to be performed and complied with prior to the Effective Time of the Merger, unless on or before the six-month anniversary of the Effective Time of the Merger (the "Claims Deadline"), the indemnifying party is given notice of a claim with respect thereto, in accordance with Section 8.7, specifying the factual basis therefor in reasonable detail to the extent then known by the party claiming indemnification hereunder. 8.3 Indemnification. 8.3.1 By Parent. Parent shall indemnify and hold harmless the Company, each of the Shareholders and their respective officers, directors, agents and representatives (the "Company Indemnified Parties"), and shall reimburse the Company Indemnified Parties for, any loss, liability, claim, damage, expense (including, but not limited to, costs of investigation and defense and reasonable attorneys' fees) or diminution of value (collectively, "Damages") arising from or in connection with (a) any inaccuracy, in any material respect, in any of the representations and warranties of Parent or Sub in this Agreement or in any certificate delivered by Parent or Sub to the Company pursuant to this Agreement, or any actions, omissions or statements of fact inconsistent with any such representation or warranty, (b) any failure by Parent or Sub to perform or comply in any material respect with any agreement in this Agreement, (c) any claim by any person for brokerage for finder's fees or commissions or similar payments based upon any agreement or understanding alleged to have been made by any such person with Parent or Sub (or any person acting on their behalf) in connection with any of the transactions contemplated by this Agreement, (d) Taxes attributable to any transaction or event occurring on or prior to the Closing, including without limitation Taxes attributable to the Spin-Off, to the extent such liabilities exceed the amount of the reserve for Taxes accrued on the Parent Balance Sheet, (e) any claim by any person relating to or arising out of any liabilities reflected on the Parent Balance Sheet or with respect to Professional Fees arising thereafter, or (f) any litigation, action, claim, proceeding or investigation by any third party relating to or arising out of the business or operations of Parent, or the actions of Parent or any holder of Parent capital stock prior to the Effective Time of the Merger. 8.3.2 By the Company. The Company shall indemnify and hold harmless Parent and its officers, directors, agents and representatives (the "Parent Indemnified Parties"), and shall reimburse the Parent Indemnified Parties for, any Damages arising from or in connection with (a) any inaccuracy, in any material respect, in any of the representations and warranties of the Company in this Agreement or in any certificate delivered by the Company to Parent pursuant to this Agreement, or any actions, omissions or statements of fact inconsistent with any such representation or warranty, or (b) any failure by the Company to perform or comply in any material respect with any agreement in this Agreement. 8.4 Sole Remedy. Other than claims based on fraud or for specific performance, injunctive or other equitable relief, the indemnity provided in this Section 8 shall be the sole and exclusive remedy of the parties hereto at law or equity for any matter covered by Section 8.3. 8.5 Notice of Claims. 8.5.1 If, at any time on or prior to the Claims Deadline, either the Company Indemnified Parties or the Parent Indemnified Parties, as the case may be (each, an "Indemnitee"), shall assert a claim against the other (the "Indemnifying Party") for indemnification pursuant to Section 8, such Indemnitee shall submit to the Indemnifying Party a written claim in good faith signed by an authorized officer of Parent or the Company or the requisite number of Shareholders under Section 8.7, as applicable, stating: (i) that an Indemnitee incurred or reasonably believes it may incur Damages and the reasonable estimate of the amount of any such Damages; (ii) in reasonable detail, the facts alleged as the basis for such claim and the section or sections of this Agreement alleged as the basis or bases for the claim; and (iii) if the Damages have actually been incurred, the number of additional shares of Parent Common Stock to which the Shareholders or Parent Shareholders (as defined in Section 8.6.2), as applicable, are entitled with respect to such Damages, which shall be determined as provided in Section 8.6below. If the claim is for Damages which the Indemnitee reasonably believes may be incurred or are otherwise unliquidated, the written claim of the applicable Indemnitee shall state the reasonable estimate of such Damages, in which event a claim shall be deemed to have been asserted under this Section 8in the amount of such estimated Damages, but no distribution of additional shares of Parent Common Stock pursuant to Section 8.6 below shall be made until such Damages have actually been incurred. 8.5.2 In the event that any action, suit or proceeding is brought against any Indemnitee with respect to which an Indemnifying Party may have liability under Section 8, the Indemnifying Party shall have the right, at its cost and expense, to defend such action, suit or proceeding in the name and on behalf of the Indemnitee; provided, however, that an Indemnitee shall have the right to retain its own counsel, with fees and expenses paid by the Indemnifying Party, if representation of the Indemnitee by counsel retained by Indemnifying Party would be inappropriate because of actual or potential differing interests between Indemnitee and the Indemnifying Party. In connection with any action, suit or proceeding subject to Section 8, the parties agree to render to each other such assistance as may reasonably be required in order to ensure proper and adequate defense of such action, suit or proceeding. No Indemnifying Party shall, without the prior written consent of the applicable Indemnitee, which consent shall not be unreasonably withheld or delayed, settle or compromise any claim or demand if such settlement or compromise does not include an irrevocable and unconditional release of such Indemnitee for any liability arising out of such claim or demand. 8.6 Payment of Damages. 8.6.1 By Parent. In the event that a Company Indemnified Party shall be entitled to indemnification pursuant to this Section 8 for actual Damages incurred by them, Parent shall, within thirty (30) days after the final determination of the amount of such Damages, issue to the Shareholders that number of additional shares of Parent Common Stock in an aggregate amount equal to the quotient obtained by dividing (x) the amount of such Damages by (y) the Fair Market Value (as defined below) per share of the Parent Common Stock as of the date of the submission of the notice of claim to Parent pursuant to Section 8.5. Such shares of Parent Common Stock shall be issued to the Shareholders pro rata, in proportion to the number of share of Parent Common Stock issued (or issuable) to the Shareholders at the Effective Time of the Merger. 8.6.2 By Company. In the event that a Parent Indemnified Party shall be entitled to indemnification pursuant to this Section 8 for actual Damages incurred by them, Parent shall, within thirty (30) days after the final determination of the amount of such Damages, issue to the shareholders of Parent immediately prior the Effective Time of the Merger (the "Parent Shareholders") that number of additional shares of Parent Common Stock in an aggregate amount equal to the quotient obtained by dividing (x) the amount of such Damages by (y) the Fair Market Value (as defined below) per share of the Parent Common Stock as of the date of the submission of the notice of claim to the Company pursuant to Section 8.5. Such shares of Parent Common Stock shall be issued to the Parent Shareholders pro rata, in proportion to the number of share of Parent Common Stock held by the Parent Shareholders immediately prior to the Effective Time of the Merger. 8.6.3 Fair Market Value. For purposes of this Agreement, "Fair Market Value" shall mean, with respect to a share of Parent Common Stock on any date, the average of the daily closing prices for the ten (10) consecutive trading days prior to such date. The closing price for each day shall be the last sales price or in case no sale takes place on such day, the average of the closing high bid and low asked prices, in either case (a) as officially quoted by the NASD Over-the-Counter Bulletin Board, Nasdaq SmallCap Market or the Nasdaq National Market or such other market on which the Parent Common Stock is then principally listed for trading, or (c) if there exists no principal United States market for the Parent Common Stock, then as reasonably determined by the Board of Directors of Parent. 8.7 Third Party Beneficiaries. The Parties acknowledge and agree that each of the Shareholders are direct beneficiaries with respect to the provisions of this Section 8 and may enforce each of its provisions as if such Shareholders were a party to this Agreement, provided, however, that no action, claim, notification or other writing of the Shareholders pursuant to this Section 8 shall be valid and binding upon Parent or have any force or effect unless such action, claim, notification or writing is executed by Shareholders, or their duly appointed proxies, holding a majority of the outstanding Company Shares immediately prior to the Effective Time of the Merger. 9. GENERAL PROVISIONS. 9.1 Notices. All notices, requests, claims, demands and other communications under this Agreement shall be in writing and shall be deemed given if delivered personally or sent by facsimile, electronic mail, or overnight courier (providing proof of delivery) to the parties at the following addresses (or at such other address for a party as shall be specified by like notice): if to Parent, to: Tintic Gold Mining Company 3131 Teton Drive Salt Lake, UT 84109 Attn: George Christopulos Fax: (801) 468-2249 with a copy to (which shall not constitute notice): Leonard W. Burningham, Esq. 455 East 500 South, Suite 205 Salt Lake City, UT 84111 Fax: 801-355-7126 if to the Company, to: Kiwa Bio-Tech Products Group Ltd. 17700 Castleton St., Suite #589 City of Industry, CA 91748 Attn: Wei Li Fax: (626) 965-9877 with a copy to (which shall not constitute notice): Stubbs Alderton & Markiles, LLP 15821 Ventura Blvd., Suite 525 Encino, CA 91436 Attn: V. Joseph Stubbs, Esq. Fax: (818) 474-8607 9.2 Definitions. For purposes of this Agreement: 9.2.1 an "affiliate" of any person means another person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such first person; 9.2.2 "material adverse change" or "material adverse effect" means, when used in connection with the Company or Parent, any change or effect that either individually or in the aggregate with all other such changes or effects is materially adverse to the business, assets, properties, condition (financial or otherwise) or results of operations of such party and its subsidiaries taken as a whole; 9.2.3 "person" means an individual, corporation, partnership, limited liability company, joint venture, association, trust, unincorporated organization or other entity; and 9.2.4 a "subsidiary" of any person means another person, an amount of the voting securities, other voting ownership or voting partnership interests of which is sufficient to elect at least a majority of its board of Directors or other governing body (or, if there are no such voting interests, fifty percent (50%) or more of the equity interests of which) is owned directly or indirectly by such first person. 9.3 Interpretation. When a reference is made in this Agreement to a Section, Exhibit or Schedule, such reference shall be to a Section of, or an Exhibit or Schedule to, this Agreement unless otherwise indicated. The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Whenever the words "include", "includes" or "including" are used in this Agreement, they shall be deemed to be followed by the words "without limitation". 9.4 Entire Agreement; No Third-Party Beneficiaries. This Agreement and the other agreements referred to herein constitute the entire agreement, and supersede all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter of this Agreement. This Agreement is not intended to confer upon any person other than the parties any rights or remedies. 9.5 Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of California, regardless of the laws that might otherwise govern under applicable principles of conflicts of laws thereof. 9.6 Assignment. Neither this Agreement nor any of the rights, interests or obligations under this Agreement shall be assigned, in whole or in part, by operation of law or otherwise by any of the parties without the prior written consent of the other parties. Subject to the preceding sentence, this Agreement will be binding upon, inure to the benefit of, and be enforceable by, the parties and their respective successors and assigns. 9.7 Enforcement. The parties agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement in any court of the United States located in the State of California or the State of Utah, this being in addition to any other remedy to which they are entitled at law or in equity. In addition, each of the parties hereto (a) consents to submit itself to the personal jurisdiction of any court sitting in Los Angeles County, California or Salt Lake County, Utah in the event any dispute arises out of this Agreement or any of the transactions contemplated by this Agreement to the extent such courts would have subject matter jurisdiction with respect to such dispute and (b) agrees that it will not attempt to deny or defeat such personal jurisdiction or venue by motion or other request for leave from any such court. 9.8 Severability. Whenever possible, each provision or portion of any provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable law but if any provision or portion of any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability will not affect any other provision or portion of any provision in such jurisdiction, and this Agreement will be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision or portion of any provision had never been contained herein. 9.9 Counterparts. This Agreement may be executed in one or more identical counterparts, all of which shall be considered one and the same instrument and shall become effective when one or more such counterparts shall have been executed by each of the parties and delivered to the other parties. [Signature pages follow.] IN WITNESS WHEREOF, the undersigned have caused their duly authorized officers to execute this Agreement as of the date first above written. TINTIC GOLD MINING COMPANY By:/s/George Christopulos Name: George Christopulos Title: President TTGM ACQUISITION CORPORATION By:/s/George Christopulos Name: George Christopulos Title: President KIWA BIO-TECH PRODUCTS GROUP LTD. By:/s/Wei Li Name: Wei Li Title: Chief Executive Officer Exhibit A Form of Legal Opinion of Company Counsel [To be put in standard form of Company's counsel] The following opinions to be rendered by BVI counsel: 1. The Company is validly existing as an international business company in good standing under the laws of the British Virgin Islands. The Company has corporate power to enter into the Merger Agreement. 2. The execution and delivery of the Merger Agreement by the Company and the performance of its obligations thereunder have been duly authorized by all necessary corporate action on the part of the Company. The following opinions to be rendered by Stubbs Alderton & Markiles, LLP: 3. The Merger Agreement has been duly and validly executed and delivered by the Company. The Merger Agreement constitutes the valid and binding obligation of the Company, enforceable against it in accordance with its terms. 4. The execution and delivery of the Merger Agreement by the Company do not, and the performance of its obligations thereunder will not, (a) result in any violation of any law, rule or regulation; (b) result in any violation of any order, writ, judgment or decree known to us; or (c) result in a violation of the Articles of Association of the Company. 5. No authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body (each, a "Filing") is required under any applicable law for the due execution and delivery of the Merger Agreement by the Company and performance of its obligations thereunder except for (a) such Filings as have been obtained or made; (b) the filing of a certificate of merger with the British Virgin Islands [and other applicable agencies]; and (c) Filings required under Federal and state securities laws as contemplated by the Merger Agreement. 6. The Company is not a party to any adversarial action, suit, or proceeding pending or threatened overtly by a written communication, at law or in equity, or before any Federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality, which action, suit or proceeding seeks either to enjoin the transactions contemplated by the Agreement. 7. The authorized capital stock of the Company consists of ________ shares of common stock, par value $_____ per share, and ________ shares of preferred stock, par value $______ per share. Immediately prior to the Closing, there were 5,000,000 shares of common stock of the Company and no shares of preferred stock of the Company, issued and outstanding. Exhibit B Form of Opinion of Parent Counsel [To be put in standard form of Parent's counsel] 1. Each of Parent and Sub is validly existing as a corporation in good standing under the laws of its state of incorporation. Each of Parent and Sub has corporate power to enter into the Merger Agreement. 2. The execution and delivery of the Merger Agreement by each of Parent and Sub and the performance of their respective obligations thereunder have been duly authorized by all necessary corporate action on the part of Parent or Sub, as applicable. 3. The Merger Agreement has been duly and validly executed and delivered by each of Parent and Sub. The Merger Agreement constitutes the valid and binding obligation of each of Parent and Sub, enforceable against each of Parent and Sub in accordance with its terms. 4. The execution and delivery of the Merger Agreement by each of Parent and Sub do not, and the performance of their respective obligations thereunder will not, (a) result in any violation of any law, rule or regulation; (b) result in any violation of any order, writ, judgment or decree; or (c) result in a violation of the Articles of Incorporation or Bylaws of either Parent or Sub. 5. No authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body (each, a "Filing") is required under any applicable law for the due execution and delivery of the Merger Agreement by Parent and Sub and performance of their respective obligations thereunder except for (a) such Filings as have been obtained or made; (b) the filing of a certificate of merger with the British Virgin Islands [and other applicable agencies]; and (c) Filings required under Federal and state securities laws as contemplated by the Merger Agreement. 6. Neither Parent nor Sub is a party to any adversarial action, suit, or proceeding pending or threatened overtly by a written communication, at law or in equity, or before any Federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality, which action, suit or proceeding seeks either to enjoin the transactions contemplated by the Agreement. 7. The issuance of the Parent Common Stock to the shareholders of the Company in accordance with the Merger Agreement will be exempt from registration under the Securities Act of 1933, as amended. 8. The authorized capital stock of Parent consists of ________ shares of common stock, par value $_____ per share, and ________ shares of preferred stock, par value $______ per share. Immediately prior to the Closing, there were ______ shares of Parent Common Stock and no shares of preferred stock of Parent, issued and outstanding. The authorized capital stock of Sub consists of ________ shares of common stock, par value $_____ per share. Immediately prior to the Closing, there were ______ shares of common stock of Sub and no shares of preferred stock of Sub, issued and outstanding. 9. The shares of Parent Common Stock to be issued pursuant to the Merger Agreement have been duly authorized and, when issued in accordance with the terms of the Merger Agreement, will be validly issued, fully paid and non-assessable, and will not be issued in violation of any preemptive rights granted under Parent's Articles of Incorporation, Bylaws, under the corporate laws of the State of the Parent's incorporation, or under any agreement to which Parent is a party. EX-23 5 ex23-4.txt CONSENT OF PRITCHETT, SILER & HARDY Exhibit 23.4 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the use in the Prospectus constituting part of this Amendment No. 3 to the Registration Statement on Form SB-2 for Tintic Gold Mining Company, of our report dated April 19, 2005, except for Note 10 as to which the date is September 23, 2005, relating to the December 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". PRITCHETT, SILER & HARDY, P.C. Salt Lake City, Utah September 29, 2005 EX-23 6 ex23-6.txt CONSENT OF BRUCE YEOMANS CONSENT OF BRUCE YEOMANS I consent to the use in this amended registration statement on Form SB- 2/A-3 of my name and my services as an expert and consultant to Tintic Gold Mining Company, a Nevada corporation Dated this 15th day of August, 2005. /s/Bruce Yeomans Bruce Yeomans CORRESP 7 filename7.txt MABEY & COOMBS, L.C. Attorneys at Law 3098 South Highland Drive, Suite 323 Salt Lake City, Utah 84106-6001 Phone (801) 467-2021 Fax (801) 467-3256 JOHN MICHAEL COOMBS writer's direct line 467-2779 writer's e-mail: jmcoombs@sisna.com September 22, 2005 VIA EXPRESS MAIL S. Thomas Kluck, II, Staff Attorney SECURITIES AND EXCHANGE COMMISSION Division of Corporation Finance 450 Fifth Street, N.W. Washington, D.C. 20549-0405 Mail Stop 3561 Re: Tintic Gold Mining Company's response to July 1, 2005 Commission comment letter relative to Tintic Gold's May 27, 2005 second amended Form SB-2/A-2, File No. 333-119742 Dear Mr. Kluck: Tintic Gold has received the Commission's comment letter dated July 1, 2005 containing 73 comments to Tintic Gold Mining Company's ("Tintic Gold" or "Company") second amended Form SB-2/A-2 filing referenced above. Our third amended Form SB-2/A-3 filed simultaneously on Edgar with this letter has been revised in accordance with such July 1 comment letter. Our separate and supplementary comments or responses, in addition to the changes we have made in the document, are set forth and explained below. RESPONSE TO EACH OF THE COMMISSION'S 73 COMMENTS General Comments to Form SB-2/A-2 1. We are and have been aware of Industry Guide No. 7 and we have complied with this comment. 2. As set forth in the last sentence of this comment, we are mailing the Commission a map. Industry Guide No. 7, specifically, subparagraph (c)(1), does NOT require furnishing a map to the Commission, let alone Edgarizing one, unless one has proven (measured) reserves or probable (indicated) reserves in a report. Based on the reports we have available to us, we have no such reserves and therefore, Industry Guide No. 7 does not require us to Edgarize a map to attach as an exhibit to our registration statement. We also do not believe that going to the cost and expense of Edgarizing a map of an area that the large majority of people know nothing about is the least meaningful. (If they do know the area, they will know where the claims are located because of its references to the Mammoth Mine and the town of Mammoth, which is about 1/4 of a mile away.) If a shareholder or investor wants a map, they can call or write us a letter and we will be happy to mail them a real one. Our professional Edgarizer, who has been Edgarizing since Edgarizing began, has also never Edgarized a map. We do not believe the law requires us to Edgarize a map and file it as an exhibit. This is an expense that we believe is simply unnecessary under the circumstances. If we were a large mining company with some kind of "reserves," that would be different. 3. We are familiar with Industry Guide No. 7 and we were familiar with it when we submitted our original registration statement on Form SB-2, including the differences between the 3 types of mining companies or mining entities. Having said this, however, we do not believe it is as simple as that. This is because our mining claims did at one time have 1,800 tons of production (as we disclose in the registration statement) and the extensive mining shafts on the property, though old, do evidence development, if not outright production. Nonetheless, to the extent we did not adequately distinguish between exploration, development and production, the latter two concepts of which are inapplicable to us at this stage, based on what information we currently possess about our properties, we have made the necessary modifications or changes. A search of the words "develop," "development," and "production" should demonstrate that we have complied with this comment. See also response to comment no. 8 below. Cover Page 4. We are not certain that we understand all of this comment in that Item 501(a)(10) of Regulation S-B applies to a prospectus used BEFORE the effective date of a registration statement. We have no desire or other intention of sending out a prospectus, let alone anyone's stock certificates, before our registration statement is effective. In other words, Item 501(a)(10) applies if amendments will be made. We do not envision that. Please explain if our understanding is incorrect or if the Commission thinks we should send out the prospectus before the SB-2/A-3 is deemed effective. Having said this, there is disclosure in our SB-2/A-3 right out of Item 501(a)(10) located above the prospectus heading and we have relocated it as preliminary prospectus language as this comment asks. 5. We have not complied with this comment only because it is our belief and understanding that Kiwa is NOT an "underwriter." The Commission must appreciate the facts in order to share this view. The stock certificate of Tintic-Nevada issued to Tintic-Utah in exchange for transfer and conveyance of the mining claims to Tintic-Nevada was signed over and signature guaranteed by Tintic-Utah as part of the Plan of Distribution and the Plan and Agreement of Merger by and between Tintic-Utah and Kiwa, the latter of which is now attached as an exhibit to our SB-2/A-3. The certificate, once signed over, was physically delivered to Cottonwood Stock Transfer who is currently holding the certificate representing the shares, effectively as a trustee, for the benefit of the March 5, 2004, shareholders of Tintic-Utah. The certificate is in negotiable form and Kiwa has no claim or right in or to it in any fashion whatsoever. We no longer have contact with Kiwa or its principals for the simple reason that we have no reason to. Kiwa is NOT involved in the distribution transaction subject hereof and they are NOT making any distribution of our shares. We and our transfer agent are going to make the distribution once our registration statement is declared or deemed effective. Once again, contrary to the assumption in the comment that Kiwa is holding the shares, the fact is that it is NOT and it never has. Accordingly, we see no reason to incorrectly disclose or claim in our registration statement that Kiwa is an "underwriter." It is not. We might add that nothing in the Plan of Distribution or the agreements between the parties suggests that it would be, or serve as, an "underwriter." We have clarified in this Summary that we are making the distribution. 6. The answer is "yes" and we have complied with the comment. The number of shares to be distributed are the same number of shares as were in fact issued and outstanding on the record date of the stock dividend, namely, March 5, 2004. This is pro rata as of March 5, 2004, the record date for determining those entitled to the stock dividend and subsequent distribution. We have made changes necessary to clarify this. Outside Back Cover Page 7. We are not sure that we understand this comment in that Item 502 (b) titled Dealer Prospectus Delivery Obligation only applies when a "dealer" is involved in the offering, or, in our case, the distribution. We are not a "dealer" and we are not using a "dealer" to make the distribution. We therefore have not complied with this comment only because we don't understand its relevance or applicability to our situation. Prospectus Summary, page 1 8. We have complied with this comment. See our answer to comment no. 3 above. Once again, our information is that at one time 1,800 tons of ore were in fact extracted or removed from our mineral Claims. Accordingly, while 9the Claims may have been in actual production at some time in the distant past and while we are now in the exploration stage, we have distinguished between what was done in the late 1800's or early 1900's on our Claims and what we are doing, or trying to achieve, now. Please note that a search of the phrase "mining operations" or "mineral operations" will not be found in the revised document unless those words are used in an entirely different context. 9. We have complied with this comment. 10. This comment misconstrues what has been said and meant. The mining claim assets owned by Tintic-Utah prior to the March 12, 2004 closing of the merger transaction were NOT "integral to or related to Kiwa's business," it not being in the mining business. Since Kiwa didn't want to worry about mining assets or any EPA-type liability that may have resulted in the future from owning mining properties in a once-very-active mining district (particularly when the EPA had declared the nearby Eureka area about 3 miles away as a Super-Fund Site), Kiwa decided that, as part of the merger transaction, it would divest itself of these assets. No one ever said and no one believes that those assets are, or ever were, of no value. 11. We have complied with this comment. 12. While we understand this comment, the fact is that there is no disclosure in our registration statement concerning an effort, on our part, to exploit the surface rights of our mineral claims, for example, by condominium development (particularly in the desolate area of Mammoth, Utah), and therefore, we do not believe this comment is justified or necessary. However, in the interests of accommodating the Commission's concerns, we have complied with this comment by pointing out in the Summary that we only have the mineral rights and not any surface rights (though mining law gives one the unfettered right to access one's mineral claims via the surface regardless). 13. We have complied with this comment. Risk Factors, page 2 14 through 20. Since the Commission wants us, in Comments 14 and 19, to create subheadings and otherwise title and separate out each Risk Factor and because we believe all of these comments are well-taken, we have completely re-written this entire section. In doing so, we have complied with Comments 14 through 20. Risk Factors Related to Our Mining Assets, page 5 21. We have complied with this comment by creating a new risk factor no. 7. 22. We have tried to comply with this comment though we disagree with it. Stating in the headings the words "uncertainty" is an obvious risk and the obvious result is that if the uncertainty in question is encountered, it will be more costly to the Company. If we are to include actual "consequences" in describing each of these risk factors, we believe the headings will be far too wordy though we have tried to comply with this comment where we believe such clarification or expansion can be accomplished. 23. We have complied with this comment by re-wording the risk factor and stating it as the risk of lack of significant mineralization on the Claims, or the lack of commercial quantities of mineralization, in the event that we engage in a mining exploration program. 24. We have complied with this comment. 25. Unfortunately, we cannot "describe the topographical effect on all previous exploration performed on the property" in this or any other section of the registration statement because we were not involved when previous exploration occurred, that is, between 80 and 100 years ago. We just don't know and we don't feel comfortable about guessing on this topic. Having said this, all this concept means is that if the property is inaccessible or hard to get to in one way or another, it will be more costly to set up drilling equipment and otherwise explore it. 26. We have complied with this comment by including such a risk factor relative to the Company as a whole. See Risk Factor No. 20 mentioned in the general Risk Factors section above. The Distribution, page 7 27. We have complied with this comment. Manner of Effecting the Distribution, page 7 28. We do not know how to comply with this comment. Our transfer agent, Cottonwood Stock Transfer, is making the actual distribution of the shares, as they should inasmuch as they are essentially holding the shares as a trustee. There are no individuals involved in the distribution and certainly no brokers. Because no brokers are involved we do not understand why this comment seeks to have us disclose which "broker's exemption" we are relying on. We are not relying on a broker's exemption. On the other hand, because we are acting as our own "underwriter" in connection with the distribution, we do not need a "broker's exemption." 29. We have already answered the question posed by this comment in the section further below titled "Unclaimed or Abandoned Stock Resulting from the Distribution." Accordingly, reference is made to such section. Because of its applicability, we have also added a cross-reference to it in this section. In an effort to further answer the questions posed by this comment, both Utah and Nevada have statutes that relieve a stock transfer agent (and issuer) from continually mailing out communications to shareholders if the mailings come back. Under these statutes, the stock transfer agent is lawfully entitled to take a shareholder's address off the list. Tintic-Utah has done mailings for years to shareholders that have been returned in the mail. If and when the transfer agent removes the bad address from the list is something the transfer agent does in the ordinary course of its business. A person's address thus gets deleted from the list, though his or her name remains forever on the list. We have tried, over the years, to locate such shareholders but some of them have, or had, old addresses such as "Mr. John Doe, Podunk, Utah." Such addresses are simply "no good" in today's day and age using zip codes, etc. To our knowledge, only approximately 55 shareholders have good addresses. The remainder have been marked by the transfer agent as having bad addresses and no mailings are now made to such persons, all as permissible under both Nevada and Utah law. 30. We have complied with this comment and deleted the subject language though we disagree with it because we believe it is contrary to Nevada law. For example, stock is no longer "assessable" unless such is expressly provided for in a company's Articles of Incorporation. As such, it is fully paid for as a matter of law when issued, unless of course, a company issues it on the basis of a promissory note or something of that nature, an eventuality which is not at issue here. While this may be a "legal conclusion," we believe it is an obvious one. With this deletion the sentence now reads: "Holders of shares of Tintic-Nevada common stock will not be entitled to preemptive rights." (Under Nevada law, if a corporation wants pre-emptive rights they must be included in its Articles of Incorporation. Such a provision is NOT included in Tintic-Nevada's Articles.) Indemnification and Insurance, page 9 31. We have located the subject language in Item 512(e), included it, and thus complied with this comment. At the same time, we would like to say that since Kiwa has had no hand whatsoever in our efforts to distribute our securities by means of this SB-2/A, we do not know how Kiwa or any of its officers or directors could be liable to anyone under the '33 Act. Rights of Kiwa Shareholders Before and After the Distribution, page 9 32. We have complied with this comment though the same information is provided in Item 26 below this section, titled "Recent Sales of Unregistered Securities." Management's Plan of Operation, page 11 33. We have complied with this comment and made substantial revisions to this section. Our Plan of Operation and the expenses associated with each step are better stated than in our previous SB-2/A. The source of funding for our Plan of Operation will be from the cash on hand and additional funding by our officers and directors as necessary. The focus of our business plan is to contact various mining company partners or joint venturers with expertise in exploratory mining and to use the report of Mr. Bruce Yeomans to generate interest in that regard. 34. We have complied with this comment and made substantial revisions to this section. However, we must also say that we cannot comply with this comment fully because we do NOT intend to carry out mining exploration activities ourselves. While we have identified our work sequences that we do intend to carry out ourselves, not to mention likely exploration targets, the phased nature of the exploration process will be determined once we find a joint venture partner with experience in mining exploration, if we can eventually locate one. This is explained in our disclosure where we state "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." 35. We have complied with this comment and inserted such a paragraph in our Plan of Operations section. 36. We believe we have already complied with this comment in our revisions to our Plan of Operation. Nothing more need be said. What we intend to do, day-to-day, is either obvious and self-explanatory or irrelevant simply because we are not the kind of business or company that has "day-to- day" operations per se. To be sure, we have NO employees, no formal office facilities for which we pay rent, and no income at the present time. Plan of Operation for the Next Twelve to Eighteen Months, page 11 37. We have complied with this comment such as defining "stratigraphic," etc. But those that were difficult to define, we just deleted to make this geological information more readable and simple. We could always delete this information but since it is informative nonetheless and geologic descriptions are also required by Industry Guide 7, if known, we believe it is better to merely simplify it. 38. This comment is moot in that we have revised our Risk Factors section substantially. Reference is made to new Risk Factor No. 23. There will not be "loans" from any officers or directors but equity investments as necessary to maintain our working capital. We currently have about $18,000 cash on hand. This is sufficient money to maintain reporting status for some time and also to achieve the specific Work Sequences that we have identified our Plan of Operations section. 39. We complied with this comment by mentioning $18,000 in several places in the document. That is approximately the amount of money we currently have on-hand. 40. In our revisions to this section, we have deleted the language in issue, thereby making this comment moot. See response to comment no. 38 above, a similar comment. 41. We are sending the Commission a hard copy of this last report with the hard copy of this cover letter and with the red-lined version of our third amended registration statement. 42. In our revisions to this section, we have complied with this comment. The language referred to was a little confusing and we believe we have clarified it. We have, and shall have, the capital to complete our designated Work Sequences, we just won't have, and don't have, the capital or mining expertise to embark on a mining exploration program. 43. We have complied with this comment in our revisions. After we have completed our Work Sequences one through five, we will be in a position to contact mining companies that we believe will be interested in joint venturing or partnering with us to explore the Claims. We really aren't in a position to approach such persons until these Work Sequences are completed. Otherwise, a mining company likely wouldn't take us seriously. We have no time frame on this and to expect us to come up with one would be pure speculation and guess work, something that we do not believe is the least proper to be included in a registration statement. Business, page 15 Corporate History, page 15 44. Tintic-Utah did not receive any funding in connection with the business combination with Kiwa, other than what funding Kiwa or its shareholders brought in, and so there is nothing to disclose in response to this comment. 45. We do not believe that simply referring to a document that is filed on Edgar so the reader can learn more about something is "incorporating by reference." But in the interests of accommodating the Commission and not arguing about the matter, we have deleted the reference as the comment asks. 46. There is no such agreement with Mr. Hoffman and one is not necessary. People with mineral rights have the unfettered right to obtain access to the property for mining purposes. Mr. Hoffman cannot deny us access to the property in any way to the extent we need access for mining purposes. In fact, Mr. Hoffman could not even build anything on the property if it were to interfere in any way with our right to exploit our mineral properties. If so, we would have the right to tear it down. This is black letter mining law. Accordingly, there is no risk factor to add. The March 12, 2004 Merger or Reorganization with Kiwa, page 17 47. We have complied with this comment by modifying the disclosure in this section and, among other things, attaching to our third amended SB-2/A-3, a copy of the March 12, 2004, Plan and Agreement of Merger by and between Kiwa and Tintic-Utah as a new exhibit. This agreement speaks to those issues raised by the Commission in this comment. This agreement was also attached as an exhibit to an 8-K filed by Kiwa on Edgar on March 29, 2004. As we indicate in our revisions to this section, from the period of April 16, 2004 through approximately April 19, 2004, in separate transactions that took place over a month after the actual merger transaction had occurred, former principals and affiliates, including two other stockholders of Tintic- Utah, privately negotiated the sale of the large majority of their Tintic-Utah shares to third parties. Four of these individuals filed Form 4's with the Commission fully reporting these transactions. The fifth individual was not required to do so. Reference is made to such Form 4's which are available on Edgar. These transactions involved sales of "restricted" and "control" shares from both affiliates and non-affiliates; those shares sold by affiliates were indicated as such to Tintic-Utah's stock transfer agent and no legal opinions to the contrary were ever issued or given by any of the sellers or Tintic- Utah. We have not attached copies of these stock purchase agreements to our amended registration statement because they occurred long after the merger had closed and were thus not in connection with the actual merger transaction. In our revision to this section, we also identify a finder or agent in connection with these post-merger stock sale transactions, a finder or agent who had no written agreement with the buyers or sellers relative to the services he performed for them and from whom he received compensation. We believe these revisions, and particularly our attachment of the Plan and Agreement of Merger as an exhibit, satisfy the disclosure required by Item 101(a) of Form S-B. Effect of the Merger, page 18 48. We have complied with this comment by rehabilitating some of the inaccurate verbiage that was in this paragraph. Type of Property/Mining and Production History, page 19 49. With all due respect, we disagree with this comment. We can explain. We do not mention other mining activity in the immediate vicinity that is in any way misleading. To the contrary, Mr. Yeomans' report and the work of geologist Crane as summarized in the registration statement opine that some of geologic formations on our properties trail off into the Grand Central and Centennial Eureka and therefore, mentioning these other properties only makes sense. No reference is made to any production that ever came from these other properties. There is nothing here that constitutes a misleading discussion or comparison by any stretch of the imagination. Secondly, if one reads where other properties are mentioned, it is in the context of giving the reader an idea of where our Claims are located. One cannot criticize us for not describing were the properties are located (and thus we are supposed to Edgarize a map, see comment no. 2 above) and simultaneously expect us to remove what descriptions there that are make knowing where the properties are located possible in the first place. 50. We have complied with this comment as best as we can. Reference is made to our response to comment no. 3 above. The problem with simply deleting any reference to "ore" is that "ore" was in fact removed from our Claims at one time, though we lack more specific information in that regard at this time. It therefore isn't accurate to just matter-of-factly or blanketly delete all references to "ore" or "reserves." We wish it were that simple but it is not. 51. We have complied with this comment though we believe that no harm is achieved by referencing these deceased mining geologists' work, particularly in a situation where, as here, little recent work has been done in the area and where all we and others have to rely on is this work and the more thorough work of geologist, Crane. Exploration, Development and Rehabilitation Work, page 22 52. We have complied with this comment. The work Centurion did consisted of sampling and limited assay work. Future Plans for Exploration, page 23 53. We have complied with this comment and removed the subject report. Competitive Position, page 23 54. We have complied with this comment by elaborating on a discussion of "competitive business conditions." At the same time, we believe we have already addressed this comment in newly added Risk Factor No. 16. Research and Development Activities, page 23 55. We have complied with this comment. Government Regulation, page 24 56. We have complied with this comment and added extensive discussion of the mining permitting process in Utah. No Present Agreements with any Consultants, page 24 57. We have complied with this comment. We have had NO discussions with any such person as of the date of this letter. Management and Principal Shareholders of Tintic Gold Mining Company, page 24 Directors, Executive Officers, Promoters and Control Persons, page 24 58. We have complied with this comment. 59. We have complied with this comment; however, because Mr. J.M. Coombs is NOT an officer or director of Tintic-Nevada, Rule 401(a) of Regulation S-B does NOT require, to our reading, the extensive personal disclosure about him as sought in this comment. Nonetheless, in the interests of getting our registration statement cleared, we have included such disclosure regardless. In further or supplemental response to this comment, Mr. J.M. Coombs, during the last 23 years or so, has had no other employment than as a practicing attorney. He has never been "employed" by Vis Viva Corporation, Valley High Mining Co., North Beck Joint Venture, Anticline Uranium, Inc., or any other company. 60. We have complied with this comment. In addition to our revisions in response to this comment, we would like to supplementally respond by disclosing to the Commission that Millenium Quest, Inc., was originally known, in the early 1980's, as Teracom, Inc. Mr. Jack Coombs purchased investment stock in it at that time and never served as an officer or director of such company (at least to his recollection). Later, in the late 1980's or early 1990's, Teracom engaged in a merger transaction with a New York company known as Dix Hills Equities Group, Inc. The merger transaction was a failure in that the Dix Hills' principals had represented in writing that, as a condition to closing, they would raise an additional $1.75 million in funds post- closing but they never did. As a result, former management, that is, the Teracom management, engaged the services of Mr. J.M. Coombs outside counsel who had NOT been involved in the merger transaction to sue Dix Hills' management in Utah federal district court and rescind the merger transaction. Accordingly, Mr. J.M. Coombs sued Dix Hills management on behalf of Teracom's shareholders, alleging Rule 10b-5 securities fraud, among other claims and causes of action. The case was eventually settled and control of the company was returned to Teracom management. To his knowledge, Mr. J.M. Coombs does not own, and never has owned, any stock in Teracom, Dix Hills or Millenium Quest, Inc., and other than his representation of the plaintiff corporation in such lawsuit against Dix Hills' management, he has had no involvement with the company or its management. 61. Contrary to this comment, this information is already disclosed in the last paragraph of this section. We have, however, elaborated on this disclosure to make it clearer. In addition, we have disclosed it in newly added Risk Factor No. 22. 62. We have added a new Risk Factor No. 17 which addresses this comment and also, in this section, we have not only mentioned this risk factor but we have, at the same time, cross-referenced the reader to Risk Factor No. 17. Certain Relationships and Related Transactions, page 27 63. Soon after the merger transaction with Kiwa, the officers and directors of Tintic-Nevada advanced $1,210 to cover initial costs and expenses incurred by the Company. This figure is represented as a payable on Tintic- Nevada's financial statements and a note thereto. Other than this amount, Tintic-Nevada is not currently indebted to any of its officers or directors, or any shareholders, in any way (other than out-of-pocket costs that might be owed an officer, for example, for photocopying costs). We have complied with this comment by adding language that states or explains the foregoing. 64. We have had no transactions of any kind with any promoters, consultants or brokers, etc.; we have complied with this comment by adding language stating the same. Other 65. We have complied with this comment by supplying the information required by Item 201(a)(1) and (2) of Regulation S-B in the section titled "Restricted Stock" immediately preceding the section titled "Certain Relationships and Related Transactions" and also in the section titled "Description of Tintic Gold Mining Company Capital Stock." We believe these additions fully address the comment. See also the section titled "Shares Eligible for Future Sale," which we believe already, to a large degree, satisfies this comment. Financial Statements General 66. The financial statements have been revised to include the operations of the predecessor parent company from its reentrance into the exploration stage. The footnote disclosures have also been updated to explain the financial statement presentation. Other Regulatory 67. The financial statements have been updated through the interim period ended June 30, 2005. We have also included a currently signed letter of consent from our independent auditors. Part II Recent Sale of Unregistered Securities 68. The section asks that the issuer explain all "recent sales of unregistered securities." The 1,009,643 "restricted" shares issued by us in March 2004 to our then-parent company in exchange for its mining claim properties was a sale of "unregistered securities." While these shares are subject to the distribution/spin-off, the fact is that they were still initially issued as unregistered securities and therefore, in the interests of full disclosure, we mentioned this stock issuance as well as the subsequent, August 2004 issuance of 500,000 "restricted" shares for $25,000 in cash. We have revised this section (by deleting the superfluous reference to the distribution/spin-off) to make it clear that we have had but two transactions in the last year and half involving the sale of unregistered securities. 69. We have complied with this comment. Reference is made to the revisions to this section. Exhibits 70 through 72. We have complied with each of these comments. Signatures 73. We have complied with this comment. Closing Information We have attempted in good faith to address and incorporate each the Commission's comments. We believe that our third amended Form SB-2/A-3 is a substantial improvement over our May 27 version and we would hope that the Commission would agree with us and "clear" our third amended registration statement. As per the end the Commission's July 1 comment letter, this response letter is also being filed on EDGAR. Finally, along with a hard, signed copy of this letter that we are mailing to you via Express Mail, we will also be enclosing a red-lined version of the third amended registration statement changes, and a full copy of Mr. Yeoman's final report, which includes several maps. If you have any additional questions or comments after receiving these documents, please don't hesitate to let us know at your earliest convenience. Very truly yours, MABEY & COOMBS, L.C. /s/John Michael Coombs John Michael Coombs Attorneys for Tintic Gold Mining Co. Enclosures -----END PRIVACY-ENHANCED MESSAGE-----