SEC Comment Letter for Tintic Gold Mining CO (CIK 0001301839) — Nov 14, 2005
Tintic Gold Mining CO (CIK 0001301839)
Date: Nov. 14, 2005 · CIK: 0001301839 · Accession: 0000000000-05-057546
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File numbers found in text: 333-119742
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Mail Stop 3561
November 14, 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 October 3, 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. We note your response to our previous comment five. We note
the
statement on page 14 that "[t]he distribution will be effected by
giving each holder of Tintic-Utah common stock...certificates
representing (1) share of Tintic-Nevada common stock." We also
note
the now deleted disclosure from amendment 2, in Item 26 "Recent
Sales
of Unregistered Securities," that "Tintic-Utah then declared a
dividend of these shares pro rata to its shareholders of record as
of
March 5, 2004." We further note the disclosure on page 26, in the
"Effect of the Merger" subsection, that "[t]his 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." We also
refer
to the disclosure in section 1.4 of the distribution agreement
that
states, in part, that "[a]ll of the Tintic-Nevada shares....shall
be
deposited with and held by Cottonwood in escrow...with a list of
and
for the benefit of the stockholders of Tintic-Utah at the Record
Date, subject to Distribution, on satisfaction of the following
conditions:.... In the event that Tintic-Nevada...cannot
accomplish
or achieve the foregoing conditions...it shall notify Tintic-
Utah....
However, in such event, this agreement shall NOT become void or
voidable."
From your disclosure, it appears that the stock
dividend/distribution
or "spin-off" of the common stock of Tintic-Nevada has already
occurred. It appears that the stock dividend was affected last
year
and that the stock has been issued in certificate form in the name
of
the shareholders of Tintic-Utah. A registration statement cannot
register a distribution after its occurrence. Please advise us as
to
whether or not the Tintic-Utah shareholders currently have a legal
right to the shares in Tintic-Nevada. Also advise us whether or
not
you believe the distribution or spin-off has already occurred and
provide a detailed analysis supporting your belief. If you
believe
that the distribution or spin-off has occurred, please explain the
available exemption from registration that Tintic-Nevada relied
upon
when making the distribution or how it met the requirements of
Staff
Legal Bulletin No. 4. Please include a detailed analysis as to
the
facts relied upon to make the exemption available or how the
company
met each element of SLB No. 4. We may have further comment.
2. We reissue our previous comment one. 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.
3. We reissue our previous comment two. 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.
Prospectus Cover Page
4. Please include the IRS Employer Identification Number.
Cover Page
5. We reissue in part our previous comment five. 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. Please revise the
disclosure throughout the prospectus to make this clear.
Furthermore, in light of your supplemental response to our
previous
comment five, the statement that Tintic Gold is distributing
shares
of its common stock to these individuals does not appear correct.
Please revise.
6. We reissue our previous comment six. On the cover page of the
prospectus, please disclose how the amount of shares to be
distributed to each shareholder will be determined. It appears
that
the shares will be distributed on a pro-rata basis.
Outside Back Cover Page
7. We note your response to our previous comment seven and we
reissue
the comment. Please include the disclosure required by Item
502(b)
of Regulation S-B. Please review Rule 174 of the Securities Act
for
further explanation.
Prospectus Summary, page 1
8. We reissue our previous comment eight. 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, use the term "mineral exploration." We note the
reference to "mining exploration" in this section. We also note
references to mining claims. Please revise the prospectus
accordingly.
9. We note your response to our previous comment ten and we
reissue
the comment. 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." If
the
"mineral properties and related assets" were transferred, explain
why
Kiwa would pursue a business combination with a Tintic-Utah, a
company which generally has no assets. Please explain. Also
describe the "related assets."
10. We note your response to our previous comment 12 and we
reissue
the comment. We note the reference to "mineral properties." 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.
Summary Financial Data, page 3
11. Please revise to include summary financial data for all
periods
presented in the financial statements.
Risk Factors, page 3
12. The second and third paragraphs of this section simply
summarize
the risks that are discussed in this section. Please remove to
avoid
repetition.
13. On page 3, we note the statements that "[t]he 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 the risks involved in investing in
Tintic-
Nevada." You should discuss all material risks in this section.
Please revise your disclosure to clarify that you discuss all
material risks in this section.
14. 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
succinctly
state the risks.
15. The second paragraph in risk factor one, discussing the
anticipated reliance upon consultants and independent contractors,
should be a separate risk factor. Please revise accordingly.
16. In risk factor two, we note the statement that "we have no
immediate plans or ability to implement and carry out any
exploration
activity." Please reconcile this statement with the disclosure in
the plan of operation section. Also, please remove the references
to
other risk factors in risk factor two. Each risk factor should
only
discuss one risk.
17. Each risk factor should only discuss one risk. Risk factor
four
discusses numerous risks of mineral exploration. Please revise so
that this and all risk factors discuss only one risk.
18. Risk factors five and six both discuss the need for additional
capital and should be combined.
19. In risk factor six, we note the statement that "[n]o assurance
can be given that the necessary financing to undertake and
implement
an exploration program on our Claims will be obtained." Please
describe the different methods the company may implement to obtain
the necessary capital and describe the risks involving these
different methods.
20. Risk factors 8, 10, 11, 12, 14, 16 are generic risks and
should
be removed. Also, remove the last paragraph of risk factor 13,
discussing penny stocks.
21. The discussion of Rule 144 in risk factor 15, does not relate
to
the risk discussed in the risk factor, potential future stock
issuances and the potential for dilution. Please remove.
22. Risk factors 9 and 21 both appear to discuss your dependence
on
management. Please combine into one risk factor.
Risk Factors Related to Our Mining Claim Assets, page 11
23. Risk factor one appears to reflect the same risk discussed in
the
prior risk factors section. Please remove.
The Distribution, page 14
Manner of Effecting the Distribution, page 14
24. We reissue our previous comment 29. Please name the officer
of
the company that distributed the Tintic-Nevada shares to
Cottonwood
Stock Transfer and/or the Tintic-Utah shareholders. Please
disclose
the exemption from registration as a broker that was or will be
relied upon. We may have further comment.
Management`s Plan of Operation for the Next Twelve to Eighteen
Months, page 18
25. We reissue our previous comments 34 and 35. Disclose in
greater
detail your plan of operations, setting forth detailed milestones.
Your discussion of your plan of operations should focus on the
phased
nature of the exploration process. Discuss when you plan to
commence
each phase and when you expect to complete each phase. State the
estimated expenses associated with each phase/milestone. Also,
discuss your plan of operations if your funding is limited or if
you
are unable to raise any funding. 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 result of that program.
26. We note that the company does not intend to engage in any
public
or private offering of its stock. It appears that the company`s
business plan is based upon the company finding a partner or joint
venturer to implement its business plan. In light of the
importance
of this step in the business plan, please describe in detail how
the
company will actively seek out and investigate potential
partnerships
and joint venturers. Please describe the specific steps that
management will undertake to implement this part of the business
plan. See Item 303(a) of Regulation S-B.
27. We reissue prior comment 38. Please revise this section to
either define or remove technical words.
28. We note the disclosure that officers and directors have agreed
to
make an investment in the company necessary to complete the work
sequence identified in this section. Please reconcile this with
the
statement that there is not a contractual obligation to provide
this
financing. Please explain the nature of the agreement and state
whether it is legally binding. We may have further comment.
29. Please describe the milestones and day to day operations that
will be carried out by management.
30. Discuss in greater detail the activities to be undertaken in
the
third work sequence, collecting and analyzing additional surface
rock
samples. Describe in detail other exploration activities to be
conducted on the mineral claim.
31. We reissue in part our previous comment 40. Please disclose
in
this section the cash on hand as of the most recent practicable
date.
32. Explain the basis for your belief 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" or remove.
33. We reissue in part our previous comment 41. 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.
34. We reissue in part our previous comment 43. 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.
35. We reissue in part our previous comment 44. Please describe
whether management will investigate and negotiate the contract
with
mining companies. Please include the anticipated time frame.
Specific Ore Targets Of The Tin Tic Mining Claims, Page 22
36. The first paragraph of this section indicated the vein assay
was
up to 0.82 OPT. This selective reporting of favorable results is
not
balanced or meaningful. It also does not serve to inform
investors,
particularly if the high values are from selected samples or
outlying
samples. As a general checklist, when reporting the results of
sampling and chemical analyses:
* Disclose only weighed-average sample analyses associated with a
measured length or a substantial volume.
* Eliminate all analyses from "grab" or "dump" samples, unless the
sample is of a substantial and disclosed weight.
* Eliminate all disclosure of the highest values or grades of
sample
sets.
* Eliminate grades disclosed as "up to" or "as high as."
* Eliminate statements