SEC Comment Letter for Tintic Gold Mining CO (CIK 0001301839) — Jul 6, 2005
Tintic Gold Mining CO (CIK 0001301839)
Date: July 6, 2005 · CIK: 0001301839 · Accession: 0000000000-05-034257
AI Filing Summary & Sentiment
File numbers found in text: 333-119742
Letter
Mail Stop 3561 July 1, 2005 Mr. George P. Christopulos, President Tintic Gold Mining Company 3131 Teton Drive Salt Lake City, Utah 84109
Re: Tintic Gold Mining Company Registration Statement on Form SB-2 Amendment No. 2 filed May 27, 2005 File No. 333-119742
Dear Mr. Christopulos:
We have reviewed your filing and have the following comments. Where indicated, we think you should revise your document in response to these comments. If you disagree, we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary. Please be as detailed as necessary in your explanation. In some of our comments, we may ask you to provide us with supplemental information so we may better understand your disclosure. After reviewing this information, we may or may not raise additional comments.
Please understand that the purpose of our review process is to assist you in your compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing. We look forward to working with you in these respects. We welcome any questions you may have about our comments or on any other aspect of our review. Feel free to call us at the telephone numbers listed at the end of this letter.
General
1. For your property, provide the disclosures required by Industry Guide 7(b). In particular, provide: * The location and means of access to the property. * A map(s) showing the location of your property. * Any conditions that you must meet in order to obtain or retain title to the property. * A brief description of the rock formation and mineralization of existing or potential economic significance on the property. * A description of the present condition of the property. * A description of any work completed on the property. * A description of equipment and other infrastructure facilities. * The current state of exploration of the property. * The total cost of your property incurred to date and planned future costs. * The source of power that can be utilized at the property. * If applicable, provide a clear statement that the property is without known reserves and the proposed program is exploratory in nature. Refer to Industry Guide 7(b)(1)-(5) for specific guidance. Industry Guide 7 can be reviewed on the Internet at http://www.sec.gov/divisions/corpfin/forms/industry.htm#secguide7.
2. Insert a small-scale map showing the location and access to your property. Note that SEC`s EDGAR program now accepts digital maps, so please include these in any future amendments that are uploaded to EDGAR. It is relatively easy to include automatic links at the appropriate locations within the document to GIF or JPEG files, which will allow the figures and/or diagrams to appear in the right location when the document is viewed on the Internet. For more information, please consult the EDGAR manual, and if you need addition assistance, please call Filer Support at 202-551-8900. Otherwise, provide the map to the staff for our review.
3. The words "development" and "production" have very specific meanings under Industry Guide 7(a) (4), (see http://www.sec.gov/divisions/corpfin/forms/industry.htm#secguide7) . They reference the "development stage" when companies are engaged in preparing reserves for production, and "production stage" when companies are engaged in commercial-scale, profit-oriented extraction of minerals. If you do not have any "reserves," as defined by Guide 7, please remove the terms "develop," "development" or "production" throughout the document, and replace them, as needed, with the terms "explore" or "exploration." This includes the using of the terms in the Financial Statement head notes and footnotes see Instruction 1 to paragraph (a), Industry Guide 7.
Cover Page
4. Please relocate the preliminary prospectus language required by Item 501(a)(10) of Regulation S-B from the registration statement cover page to the prospectus cover page.
5. We note the statement that "[a]s an issuer, is acting as its own underwriter in distributing its common stock for the purpose of this distribution. Please disclose on the cover page and in the distribution section that Kiwa Bio-Tech is also an underwriter. Lastly, it would appear that Kiwa is distributing the shares, rather than Tintic Gold, since the prospectus summary indicates the shares being distributed are held by Kiwa. Please revise the disclosure throughout the prospectus to make this clear.
6. Please disclose how the amount of shares to be distributed to each shareholder will be determined. Will the shares be distributed on a pro-rata basis?
Outside Back Cover Page
7. Please include the disclosure required by Item 502(b) of Regulation S-B.
Prospectus Summary, page 1
8. Remove all references in the document that use the term "mining" or "mining operations," or any term that can imply mineral production, such as "operations." In particular, substitute the term "mineral exploration" for "mining operations."
9. Please provide the definition of "exploration stage corporation" set forth in Guide 7(a)(4)(i) to the Securities Act Industry Guides. Provide similar disclosure under the subheading "General" in the Business section.
10. We note the statement "[b]ecause these assets were not integral or related to its [Kiwa`s] then current business, Kiwa . . . decided . . . 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." Please explain why Kiwa entered into a business combination with Tintic-Utah if Tintic- Utah had no assets.
11. Please disclose the location of the mineral claim.
12. We note the references to "the property." It appears that the company`s only right to the property consists of mineral claims. Please revise throughout the registration statement to clarify that this "property" is simply mineral claims.
13. Please include a summary financial table.
Risk Factors, page 2
14. Please highlight the risk factor subheadings through numbering, bold type, underlining or in another clear manner.
15. Early in this section, you should indicate that you are an exploration stage company and that there is no assurance that a commercially viable mineral deposit exists on any of your properties, and that further exploration will be required before a final evaluation as to the economic and legal feasibility is determined. See Industry Guide 7(a)(4).
16. In risk factor two, please explain the statement "we have no other source of income at this time." It appears that the company has no source of income at this time. Please describe the financial support made by officers and directors as funding.
17. In risk factor three, please explain the statement that "[c]onsequently, we may not realize any revenues and corresponding earnings to the extent we may have otherwise received had we had greater control of the exploration process."
18. Within the risk factors on page three, in the eighth paragraph, you tend to focus on aspects that relate to projects in the "mining stage" as defined by Industry Guide 7. Rather than including discussions related to mining operations that will not apply to you unless and until you have an operating mine, include in one new risk factor a concise discussion that makes clear that you have no ongoing mining operations of any kind. Then briefly discuss risks that would apply if you ever commenced actual mining operations. However, if your business approach does not include entry into the mine management business, please delete any risk factor or other disclosure that could suggest otherwise.
19. Please remove the next to last paragraph on page 3.
20. The eighth risk factor discusses several risks to the company. Each risk factor should focus on only one risk. Please revise.
21. It is unclear why the disclosure regarding the Commission`s position on indemnification is in the Risk Factors section. Please move to a separate section. See Item 510 of Regulation S-B.
Risk Factors Related to Our Mining Assets, page 5
22. Please add a risk factor that addresses the fact that the probability of an individual prospect ever having "reserves" that meet the requirements of Industry Guide 7 is extremely remote, in all probability your properties do not contain any reserves, and any funds spent on exploration will probably be lost.
23. Please revise your risk factor subheadings to state the material risk to potential investors. In this regard, your headings should disclose the consequences to the investor or to the company, should the risk materialize. For example, most of your subheadings merely state facts or describe uncertainties and do not adequately reflect the risks that follow. Please revise your subheadings to state succinctly the risks. In addition, please revise the risk factor narratives to state succinctly the risks.
24. Risk factor one presently focuses on the need for additional capital, which is already discussed in the first set of risk factors, in risk factor two. Please remove or revise to avoid the repetition.
25. In risk factor two, please describe the risk of an absence of mining activity.
26. In risk factor five, we note the risk of the topographical effect on exploration. In the Business section, please describe the topographical effect on all previous exploration performed on the property.
27. Please add a risk factor discussing the going concern raised by the independent auditor`s report.
The Distribution, page 7
28. Please describe whether Tintic-Utah shareholders will have the ability not to participate in the distribution of the shares of common stock of Tintic Gold Mining Company of Nevada ("Tintic- Nevada").
Manner of Effecting the Distribution, page 7
29. Please name those individuals who will be distributing the shares in this offering and disclose the exemption from registration as a broker that will be relied upon. We may have further comment.
30. Please explain the rights of those shareholders that are not being mailed the prospectus or stock certificates. Please describe whether the company will attempt to notify these shareholders and how they will be notified. Clarify what will happen to the stock certificates for these individuals with undeliverable addresses. Disclose the number of shareholders that fall into this category. Please provide us with an analysis as to the basis for this action regarding the shareholders whose addresses are unknown.
31. The statement that the current outstanding common shares are "fully paid and non-assessable" is a legal conclusion that you are not qualified to make. Either attribute this statement to counsel that made such legal conclusion in your legality opinion and that consented to being named in this section, or delete it.
Indemnification and Insurance, page 9
32. We note the indemnification of Kiwa relating to "any claims arising out of this prospectus or the registration statement." Please include immediately after this disclosure the Commission`s position on indemnification, from Item 512.
Rights of Kiwa Shareholders Before and After the Distribution, page 9
33. Please describe the dilution that recently occurred.
Management`s Plan of Operation, page 11
34. Please describe the company`s plan of operation for the next twelve months as required by Item 303(a) of Regulation S-B. Provide details of your specific plan of operation, including detailed milestones, the anticipated time frame for beginning and completing each milestone, the estimated expenses associated with each milestone and the expected sources of such funding. Please explain how the company intends to meet each of the milestones if it cannot receive funding. Also include those milestones which do not require funding. See Item 303(a)(1) of Regulation S-B.
35. Discuss the phased nature of the exploration process, and the place in the process your current exploration activities occupy. Disclose that you will make a decision whether to proceed with each successive phase of the exploration program upon completion of the previous phase and upon analysis of the results of that program.
36. Make it clear to investors that even if you complete your current exploration program and it is successful in identifying a mineral deposit, you will have to spend substantial funds on further drilling and engineering studies before you will know if your have a commercially viable mineral deposit, a reserve.
37. Please describe the milestones and day to day operations that will be carried out by management.
Plan of Operation for the Next Twelve to Eighteen Months, page 11
38. This revised section utilizes a significant amount of technical terminology that the average investor probably is not familiar with. Revise your filing to define technical words through the context of the discussion as much as possible. Provide definitions to the glossary for words that cannot be adequately defined in the text. Include in a glossary only those geologic or technical terms not understood by the average investor that cannot be defined in the text.
39. We note the disclosure in risk factor two that "[o]ur current officers and directors have agreed to satisfy our cash operating requirement only over the next three (3) years." Please disclose the material terms of this arrangement. Disclose how the term of three years was determined, state whether this covers general operating expenses or is limited to the specific costs of complying with the reporting obligations of the Exchange Act, state whether there is a limit on the amount that may be advanced, and state whether the advance is a loan or contribution to capital. If a loan, please state the interest rate and due date. The agreement should be filed as an exhibit. We may have further comment.
40. Disclose the cash on hand as of the most recent practicable date.
41. We note the statement that "[a]s a result, we do not believe there will be the need to raise additional capital . . . other than through our officers and directors." Please describe whether the company will pursue other possible funding sources such as selling stock or issuing debt in order to implement the plan of operation or any part of the mineral exploration. If not, please explain why.
42. Please provide us supplementally with Mr. Yeomans` revised and more extensive report of April 24, 2005.
43. On page 14, we note the statement "the next steps or sequence of events necessary to attract a mining partner and otherwise implement a mining exploration program are: . . ." Please explain what funds will be necessary to implement all stages of exploration. We also note that the company has management in place to begin to implement an exploration program. Please revise to include which steps management will implement and the time frame of beginning and completing the steps. Also include the sources of funding for each step.
44. On page 14, we note the disclosure that "[o]ur plan to contract with a mining company includes: . . ." Please describe whether management will investigate and negotiate the contract with mining companies. Please include the anticipated time frame.
Business, page 15
Corporate History, page 15
45. On page 16, in the second paragraph, we note the statement that "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." Please describe whether Tintic-Utah received any funding in connection with the business combination with Kiwa.
46. Please remove the reference to Kiwa`s form 10-SB. Form SB-2 does not allow for incorporation by reference.
47. On page 17, you make that statement that the surface rights have been severed from the mineral estate and th
Show Raw Text
<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
Mail Stop 3561
July 1, 2005
Mr. George P. Christopulos, President
Tintic Gold Mining Company
3131 Teton Drive
Salt Lake City, Utah 84109
Re: Tintic Gold Mining Company
Registration Statement on Form SB-2
Amendment No. 2 filed May 27, 2005
File No. 333-119742
Dear Mr. Christopulos:
We have reviewed your filing and have the following
comments.
Where indicated, we think you should revise your document in
response
to these comments. If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary. Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
supplemental information so we may better understand your
disclosure.
After reviewing this information, we may or may not raise
additional
comments.
Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects. We welcome
any questions you may have about our comments or on any other
aspect
of our review. Feel free to call us at the telephone numbers
listed
at the end of this letter.
General
1. For your property, provide the disclosures required by Industry
Guide 7(b). In particular, provide:
* The location and means of access to the property.
* A map(s) showing the location of your property.
* Any conditions that you must meet in order to obtain or retain
title to the property.
* A brief description of the rock formation and mineralization of
existing or potential economic significance on the property.
* A description of the present condition of the property.
* A description of any work completed on the property.
* A description of equipment and other infrastructure facilities.
* The current state of exploration of the property.
* The total cost of your property incurred to date and planned
future
costs.
* The source of power that can be utilized at the property.
* If applicable, provide a clear statement that the property is
without known reserves and the proposed program is exploratory in
nature.
Refer to Industry Guide 7(b)(1)-(5) for specific guidance.
Industry
Guide 7 can be reviewed on the Internet at
http://www.sec.gov/divisions/corpfin/forms/industry.htm#secguide7.
2. Insert a small-scale map showing the location and access to
your
property. Note that SEC`s EDGAR program now accepts digital maps,
so
please include these in any future amendments that are uploaded to
EDGAR. It is relatively easy to include automatic links at the
appropriate locations within the document to GIF or JPEG files,
which
will allow the figures and/or diagrams to appear in the right
location when the document is viewed on the Internet. For more
information, please consult the EDGAR manual, and if you need
addition assistance, please call Filer Support at 202-551-8900.
Otherwise, provide the map to the staff for our review.
3. The words "development" and "production" have very specific
meanings under Industry Guide 7(a) (4), (see
http://www.sec.gov/divisions/corpfin/forms/industry.htm#secguide7)
.
They reference the "development stage" when companies are engaged
in
preparing reserves for production, and "production stage" when
companies are engaged in commercial-scale, profit-oriented
extraction
of minerals. If you do not have any "reserves," as defined by
Guide
7, please remove the terms "develop," "development" or
"production"
throughout the document, and replace them, as needed, with the
terms
"explore" or "exploration." This includes the using of the terms
in
the Financial Statement head notes and footnotes see Instruction 1
to
paragraph (a), Industry Guide 7.
Cover Page
4. Please relocate the preliminary prospectus language required by
Item 501(a)(10) of Regulation S-B from the registration statement
cover page to the prospectus cover page.
5. We note the statement that "[a]s an issuer, is acting as its
own
underwriter in distributing its common stock for the purpose of
this
distribution. Please disclose on the cover page and in the
distribution section that Kiwa Bio-Tech is also an underwriter.
Lastly, it would appear that Kiwa is distributing the shares,
rather
than Tintic Gold, since the prospectus summary indicates the
shares
being distributed are held by Kiwa. Please revise the disclosure
throughout the prospectus to make this clear.
6. Please disclose how the amount of shares to be distributed to
each
shareholder will be determined. Will the shares be distributed on
a
pro-rata basis?
Outside Back Cover Page
7. Please include the disclosure required by Item 502(b) of
Regulation S-B.
Prospectus Summary, page 1
8. Remove all references in the document that use the term
"mining"
or "mining operations," or any term that can imply mineral
production, such as "operations." In particular, substitute the
term
"mineral exploration" for "mining operations."
9. Please provide the definition of "exploration stage
corporation"
set forth in Guide 7(a)(4)(i) to the Securities Act Industry
Guides.
Provide similar disclosure under the subheading "General" in the
Business section.
10. We note the statement "[b]ecause these assets were not
integral
or related to its [Kiwa`s] then current business, Kiwa . . .
decided
. . . 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." Please explain why
Kiwa
entered into a business combination with Tintic-Utah if Tintic-
Utah
had no assets.
11. Please disclose the location of the mineral claim.
12. We note the references to "the property." It appears that the
company`s only right to the property consists of mineral claims.
Please revise throughout the registration statement to clarify
that
this "property" is simply mineral claims.
13. Please include a summary financial table.
Risk Factors, page 2
14. Please highlight the risk factor subheadings through
numbering,
bold type, underlining or in another clear manner.
15. Early in this section, you should indicate that you are an
exploration stage company and that there is no assurance that a
commercially viable mineral deposit exists on any of your
properties,
and that further exploration will be required before a final
evaluation as to the economic and legal feasibility is determined.
See Industry Guide 7(a)(4).
16. In risk factor two, please explain the statement "we have no
other source of income at this time." It appears that the company
has no source of income at this time. Please describe the
financial
support made by officers and directors as funding.
17. In risk factor three, please explain the statement that
"[c]onsequently, we may not realize any revenues and corresponding
earnings to the extent we may have otherwise received had we had
greater control of the exploration process."
18. Within the risk factors on page three, in the eighth
paragraph,
you tend to focus on aspects that relate to projects in the
"mining
stage" as defined by Industry Guide 7. Rather than including
discussions related to mining operations that will not apply to
you
unless and until you have an operating mine, include in one new
risk
factor a concise discussion that makes clear that you have no
ongoing
mining operations of any kind. Then briefly discuss risks that
would
apply if you ever commenced actual mining operations. However, if
your business approach does not include entry into the mine
management business, please delete any risk factor or other
disclosure that could suggest otherwise.
19. Please remove the next to last paragraph on page 3.
20. The eighth risk factor discusses several risks to the company.
Each risk factor should focus on only one risk. Please revise.
21. It is unclear why the disclosure regarding the Commission`s
position on indemnification is in the Risk Factors section.
Please
move to a separate section. See Item 510 of Regulation S-B.
Risk Factors Related to Our Mining Assets, page 5
22. Please add a risk factor that addresses the fact that the
probability of an individual prospect ever having "reserves" that
meet the requirements of Industry Guide 7 is extremely remote, in
all
probability your properties do not contain any reserves, and any
funds spent on exploration will probably be lost.
23. Please revise your risk factor subheadings to state the
material
risk to potential investors. In this regard, your headings should
disclose the consequences to the investor or to the company,
should
the risk materialize. For example, most of your subheadings
merely
state facts or describe uncertainties and do not adequately
reflect
the risks that follow. Please revise your subheadings to state
succinctly the risks. In addition, please revise the risk factor
narratives to state succinctly the risks.
24. Risk factor one presently focuses on the need for additional
capital, which is already discussed in the first set of risk
factors,
in risk factor two. Please remove or revise to avoid the
repetition.
25. In risk factor two, please describe the risk of an absence of
mining activity.
26. In risk factor five, we note the risk of the topographical
effect
on exploration. In the Business section, please describe the
topographical effect on all previous exploration performed on the
property.
27. Please add a risk factor discussing the going concern raised
by
the independent auditor`s report.
The Distribution, page 7
28. Please describe whether Tintic-Utah shareholders will have the
ability not to participate in the distribution of the shares of
common stock of Tintic Gold Mining Company of Nevada ("Tintic-
Nevada").
Manner of Effecting the Distribution, page 7
29. Please name those individuals who will be distributing the
shares
in this offering and disclose the exemption from registration as a
broker that will be relied upon. We may have further comment.
30. Please explain the rights of those shareholders that are not
being mailed the prospectus or stock certificates. Please
describe
whether the company will attempt to notify these shareholders and
how
they will be notified. Clarify what will happen to the stock
certificates for these individuals with undeliverable addresses.
Disclose the number of shareholders that fall into this category.
Please provide us with an analysis as to the basis for this action
regarding the shareholders whose addresses are unknown.
31. The statement that the current outstanding common shares are
"fully paid and non-assessable" is a legal conclusion that you are
not qualified to make. Either attribute this statement to counsel
that made such legal conclusion in your legality opinion and that
consented to being named in this section, or delete it.
Indemnification and Insurance, page 9
32. We note the indemnification of Kiwa relating to "any claims
arising out of this prospectus or the registration statement."
Please include immediately after this disclosure the Commission`s
position on indemnification, from Item 512.
Rights of Kiwa Shareholders Before and After the Distribution,
page 9
33. Please describe the dilution that recently occurred.
Management`s Plan of Operation, page 11
34. Please describe the company`s plan of operation for the next
twelve months as required by Item 303(a) of Regulation S-B.
Provide
details of your specific plan of operation, including detailed
milestones, the anticipated time frame for beginning and
completing
each milestone, the estimated expenses associated with each
milestone
and the expected sources of such funding. Please explain how the
company intends to meet each of the milestones if it cannot
receive
funding. Also include those milestones which do not require
funding.
See Item 303(a)(1) of Regulation S-B.
35. Discuss the phased nature of the exploration process, and the
place in the process your current exploration activities occupy.
Disclose that you will make a decision whether to proceed with
each
successive phase of the exploration program upon completion of the
previous phase and upon analysis of the results of that program.
36. Make it clear to investors that even if you complete your
current
exploration program and it is successful in identifying a mineral
deposit, you will have to spend substantial funds on further
drilling
and engineering studies before you will know if your have a
commercially viable mineral deposit, a reserve.
37. Please describe the milestones and day to day operations that
will be carried out by management.
Plan of Operation for the Next Twelve to Eighteen Months, page 11
38. This revised section utilizes a significant amount of
technical
terminology that the average investor probably is not familiar
with.
Revise your filing to define technical words through the context
of
the discussion as much as possible. Provide definitions to the
glossary for words that cannot be adequately defined in the text.
Include in a glossary only those geologic or technical terms not
understood by the average investor that cannot be defined in the
text.
39. We note the disclosure in risk factor two that "[o]ur current
officers and directors have agreed to satisfy our cash operating
requirement only over the next three (3) years." Please disclose
the
material terms of this arrangement. Disclose how the term of
three
years was determined, state whether this covers general operating
expenses or is limited to the specific costs of complying with the
reporting obligations of the Exchange Act, state whether there is
a
limit on the amount that may be advanced, and state whether the
advance is a loan or contribution to capital. If a loan, please
state the interest rate and due date. The agreement should be
filed
as an exhibit. We may have further comment.
40. Disclose the cash on hand as of the most recent practicable
date.
41. We note the statement that "[a]s a result, we do not believe
there will be the need to raise additional capital . . . other
than
through our officers and directors." Please describe whether the
company will pursue other possible funding sources such as selling
stock or issuing debt in order to implement the plan of operation
or
any part of the mineral exploration. If not, please explain why.
42. Please provide us supplementally with Mr. Yeomans` revised and
more extensive report of April 24, 2005.
43. On page 14, we note the statement "the next steps or sequence
of
events necessary to attract a mining partner and otherwise
implement
a mining exploration program are: . . ." Please explain what
funds
will be necessary to implement all stages of exploration. We also
note that the company has management in place to begin to
implement
an exploration program. Please revise to include which steps
management will implement and the time frame of beginning and
completing the steps. Also include the sources of funding for
each
step.
44. On page 14, we note the disclosure that "[o]ur plan to
contract
with a mining company includes: . . ." Please describe whether
management will investigate and negotiate the contract with mining
companies. Please include the anticipated time frame.
Business, page 15
Corporate History, page 15
45. On page 16, in the second paragraph, we note the statement
that
"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." Please describe whether
Tintic-Utah received any funding in connection with the business
combination with Kiwa.
46. Please remove the reference to Kiwa`s form 10-SB. Form SB-2
does
not allow for incorporation by reference.
47. On page 17, you make that statement that the surface rights
have
been severed from the mineral estate and th