UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-K
 þ
    
    ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the Fiscal Year Ended December 31, 2008
 OR
 o
    
    TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
 For the Transition Period From  To
 Commission File Number: 001-01761
 CHIEF CONSOLIDATED MINING COMPANY
  ARIZONA
(State or Other Jurisdiction of 
Incorporation or Organization)
    
    87-0122295
(I.R.S. Employer Identification No.)
 15988 SILVER PASS ROAD, P.O. BOX 51, EUREKA, UTAH 84628
 (435) 433-6606
 Common Stock, par value $0.01
per share
 N/A
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  Large accelerated filer o
Accelerated filer o
Non-accelerated filer o(Do not check if a smaller reporting company)
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PART I
 Item 1. Business.
  Tintic Utah Metals, LLC
   Burgin Mine.
  1




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
    
    Advancing the Burgin Mine extension deposit through to a feasibility study;
    
    Further development of the concept to sell potable water from a
desalination plant fed by pumped water from the Burgin Mine;
    
    Investigation of the economic possibilities of producing and selling
halloysite (and other) clays from the Zuma and other areas; and
    
    Continued investigation and development of other exploration targets in
the claim block and adjacent areas.
 Chief Gold Mines
  Trixie Mine
 EPA Settlement
  2




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
    
    We agreed to use our best efforts to satisfy the judgment by seeking
indemnification or recovery from insurance policies. After deducting
recovery costs, 70% of all proceeds from insurance policies will be
paid to the United States. Until all claims are exhausted, we must
provide an annual report for five years listing insurance claims, the
action taken to recover the amounts, and any recovery obtained.
    
    We agreed to use our best efforts to sell property, other than
property upon which the repository, open cells, response action
structures, water source, and borrow source are located. Upon the
transfer of any property, we will pay the EPA 100% of net sales
proceeds up to $350,000 and then 50% thereafter. If the transfer is
less than the tax assessed value of the property or exceeds a total of
more than 1,000 acres, the EPA may require an independent appraisal
and may object to the transfer based on the sale price. If any
portion of the property is not sold by the fifth anniversary of this
decree, we agreed to auction the property to the highest bidder,
engaging a professional auctioneer, but we cannot hold a mortgage or
other security interest from any purchaser.
    
    We agreed for a five year period from the date of the Consent Decree
to reimburse the United States 15% of our net income in excess of $2
million during any calendar year. We also agreed to pay the U.S. 15%
of the net proceeds of the sale of Chief Consolidated Mining Company
or the sale of substantially all of its assets in excess of $2
million. We are required to present audited financial statements to
the EPA.
    
    We agreed to allow the EPA sole use of borrowed material (top soil,
fill and base material) that is free from contaminants, and to give
uninterrupted and continuous access to the borrowed source 24 hours a
day, 365 days a year.
    
    We agreed to allow the EPA an irrevocable right to access, construct,
operate, and close the repository and the property. We also granted
the EPA the right to access, construct, and operate the two open cells
on the property for the permanent disposal of waste material excavated
from the site.
    
    We agreed to allow the EPA to enter onto the property to construct and
maintain such response action structures as are necessary to implement
the response actions. The land will have an easement for the EPA to
inspect, maintain, and operate the structure. We also agreed to
provide storage space and water as needed.
  Employees
  Corporate Developments
 Special Meeting of Stockholders
 3




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
    
    The election of Richard R. Schreiber, Steven G. Park, and Peter D. Schreiber as directors of the Company;
    
    Amendment of the Articles of Incorporation:
 
    
    To increase the amount of authorized Common Stock to 100,000,000 shares,
    
    To reset the par value of the Common Stock and Convertible Common Stock from $0.50 par
value per share to par value $0.01 per share,
    
    To set the size of the Board of Directors at a range of one to seven members,
    
    To authorize the election of directors at a time prescribed by the Board of Directors, and
    
    To remove the requirement that only stockholders may act as directors;
 
    
    The approval and ratification of the prior sale of convertible debentures to the Dimeling, Schreiber and Park Reorganization Fund II, LP; and
    
    The approval and ratification of a non-qualified stock option to one of the Companys long-time mining consultants.
 Changes in Control
 
 Korea Zinc
  
    
    US$500,000 the later of three days following execution date of the agreement or after
regulatory approval; and
    
    a further US$500,000 on or before the six month anniversary
of the initial payment.
  
    
    a further US$2,000,000 on or before the second anniversary of the initial payment.
 4




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
    
    US$150,000 on or before November 23, 2008;
    
    a further US$350,000 on or before May 25, 2009;
    
    a further US$500,000 on or before November 23, 2009; and
    
    a further US$2,000,000 on or before November 23, 2010.
   Anglo American
 Item 1A. Risk Factors.
  Item 1B. Unresolved Staff Comments.
  Item 2. Properties
  Description of Land Holdings of our Subsidiaries
 Rights Held By Tintic Utah .
  5




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Property Owned By Chief Gold Mines .
   Central Standard Consolidated Mines .
  Other Land Rights in Utah and Juab Counties .
 Exploration of Our Mining Properties
  Property Description and Location .
 6




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7




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8




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Mineralization and Deposits in the Tintic District
 Description of Mined Ore-Bodies .
 Replacement Deposits.
 Replacement and Fissure Veins.
 Types of Ores in the Tintic District.
 Mineral Zoning.
 Modernization and Plan of Improvement
  9




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Consultant Recommendations for Phase One
 
    
    Advancing the Burgin extension deposit through to a bankable Feasibility Study.
    
    Further development of the concept to sell potable water from a desalination
plant fed by pumped water from the Burgin Mine.
    
    Investigation of the economic possibilities of producing and selling
halloysite (and other) clays from the Zuma and other areas.
    
    Continued investigation and development of other exploration targets in the
claim block and adjacent areas.
 Drilling Program.
  1.
    
    Twin old holes to provide drill campaign comparisons and statistical
analysis and to facilitate a N1 43-101 Resource estimate.2.
    
    Metallurgical samples to define concentrate characteristics and the
different metallurgy between the indicated Lead and Zinc dominant
zones.3.
    
    Geotechnical and hydrological data for mine planning and dewatering.4.
    
    Logging of ore-body structure5.
    
    Packer testing of rock permeability6.
    
    Installation of maintaining wells
  10




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11




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Scoping Study.
  Reclamation Plan.
 Current and Future Costs of Mining Projects
 Item 3. Legal Proceedings.
 Utah Labor Commission Administrative Proceeding .
 Royce Hackworth and Hackworth Drilling, Inc.
 Leonard Weitz
  12




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Item 4. Submission of Matters to a Vote of Security Holders.
  PART II
 Item 5.
    
    Market for Registrants Common Equity, Related Stockholder Matters
and Issuer Purchases of Equity Securities.
  High
    
    Low2008 Market PriceFourth Quarter
    
    $
    0.35
    
    
    $
    0.10Third Quarter
    
    $
    0.41
    
    
    $
    0.10Second Quarter
    
    $
    0.40
    
    
    $
    0.20First Quarter
    
    $
    0.60
    
    
    $
    0.102007 Market PriceFourth Quarter
    
    $
    0.50
    
    
    $
    0.10Third Quarter
    
    $
    0.45
    
    
    $
    0.25Second Quarter
    
    $
    0.50
    
    
    $
    0.30First Quarter
    
    $
    0.50
    
    
    $
    0.30
  Item 6. Selected Financial Data.
  Item 7. Managements Discussion and Analysis of Financial Condition and Results of Operation.
  Overview
   13




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Plan of Operation
        Item 7A. Quantitative and Qualitative Disclosures about Market Risk.
  Item 8. Financial Statements and Supplementary Data.
  14




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Item 9. Changes In and Disagreements with Accountants on Accounting and Financial Disclosure.
  Item 9A. Controls and Procedures.
 Managements Report On Internal Control Over Financial Reporting
   Remediation of Material Weakness
 Limitations on the Effectiveness of Internal Controls
  Changes in Internal Control Over Financial Reporting
 Item 9B. Other Information.
  15




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PART III
 Item 10. Directors, Executive Officers, and Corporate Governance.
 Directors and Executive Officers
 Name of Directors and
    
    
    
    
    
    Offices with the
    
    Term During WhichExecutive Officers
    
    Age
    
    Company
    
    Served in OfficeRobert C. Gardner
    
    
    67
    
    
    Director
    
    Director since March 2008Gordon Blankstein
    
    
    58
    
    
    Director. CEO
    
    Director since May 2008;
appointed CEO in August
2008Thomas E. Sawyer
    
    
    76
    
    
    Director
    
    Director since August 2008Manfred Schauer
    
    
    54
    
    
    Director
    
    Director since August 2008Ray Welt
    
    
    67
    
    
    Director
    
    Director since October 2008
  Robert C. Gardner
    
    Mr. Gardner is co-Chairman of the Board of Genco
Resources Ltd., a publicly traded (Toronto Stock
Exchange) company engaged in silver production in
Mexico. He is currently Chairman of the Board of Stealth
Energy Inc. (CNSX: SLH), a petroleum and natural gas
company (Aug 2007  present); and Principal of Gardner
& Associates Law Firm(Jan 1988  present). He was
previously Chairman of the Board of Bolero Resources
Corp. (TSX Venture: BRU), a mineral exploration
company(February 2006  March 2008) and Andover
Ventures, Inc. (TSX Venture: AUX), a precious and base metal
exploration and development company ( December 2006 
Sept 2008). Mr. Gardner is currently a Director of the following additional
publicly traded companies: Atlas Technology Group, Inc.
(OTCBB: ATYG), providing custom outsourced application
software support services (August 2005  present);
Kootenay Gold Inc. (CDNX: KTN.V), an emerging
exploration Company (June 2003  present); and Stealth
Energy Inc. (August 2007  present). He was previously
a director of Bolero Resources Corp. (February 2006 
March 2008).Gordon Blankstein
    
    Mr. Blankstein has been the
chairman and chief executive officer of
Andover Ventures Inc. (TSX Venture: AOX) since September
2008 and a director of Sunwest Ventures Ltd since 1986.
He also serves as a director for Digifonica
International Inc. (TSX Venture: DIL). Mr. Blankstein
has over 30 years experience in the capital markets and
has founded several startup companies. Mr. Blankstein
obtained a B.Sc. (Agri.) from the University of British
Columbia in 1973 and an MBA from the University of
British Columbia in 1976. Mr. Blankstein is the founder
and remains active in the Mountainview Conservation
Society.Thomas E. Sawyer
    
    Dr. Sawyer has been the chairman and chief executive
officer since 2002 of Sawyer Technologies, LLC, a
consulting service for international high net worth
entities and individuals. He is currently a Director of
Digifonica International Inc ((TSX Venture: DIL), a
telecommunications service provider (May 2007 
present).Manfred Schauer
    
    Mr. Schauer, privately owns and operates a consultancy
and advisory business based in Auckland, New Zealand. He
has an extensive background in banking/treasury and
investment banking. Mr. Schauer is currently a director
of Andover Ventures Inc, (TSX Venture: AOX), mineral exploration company.Ray Welt
    
    From 2005-2007, Mr. Welt was a director of of Rocketinfo
Inc. (OTCBB: RKTI), a real-time news and business
information aggregation and search engine system
company. Mr. Welt has a strong background in finance
having served as the chief financial officer of several
junior public companies and is well versed in the
preparation and presentation of financial information.
 16




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Audit Committee
  Corporate Governance Committee
 Independent Consultants
      Section 16(a) Beneficial Ownership Reporting Compliance .
 Code of Ethics
 17




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Item 11. Executive Compensation
 Summary Compensation Table for 2008 and 2007
 Change inPension ValueandNon-Equity
    
    NonqualifiedName and
    
    
    
    
    
    
    
    
    
    
    
    
    
    Stock
    
    Option
    
    Incentive Plan
    
    Deferred
    
    All OtherPrincipal
    
    
    
    
    
    Salary
    
    Bonus
    
    Awards
    
    Awards
    
    Compensation
    
    Compensation
    
    Compensation
    
    TotalPosition
    
    Year
    
    ($)
    
    ($)
    
    ($)
    
    ($)
    
    ($)
    
    Earrings ($)
    
    ($)
    
    ($)(a)
    
    (b)
    
    (c)
    
    (d)
    
    (e)
    
    (f)
    
    (g)
    
    (h)
    
    (i)
    
    (j)Gordon Blankstein,
Principal Executive
Officer
    
    
    2008
    
    
    
    70,000
    
    
    
    
    
    
    
    75,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    145,0002007
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Richard R.
Schrieber, Former
Principal Executive
Officer
    
    
    2008
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2007
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Paul Eagland,
Former Principal
Financial Officer
    
    
    2008
    
    
    
    119,940
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    119,9402007
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
  18




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Outstanding Equity Awards at December 31, 2008
 Number ofSecuritiesUnderlyingUnexercised
    
    OptionOptions (#)
    
    Exercise
    
    OptionExercisable
    
    Price
    
    Expiration(a)
    
    (b)
    
    ($) (e)
    
    Date (f)Brian Mountford
Former Director
    
    
    4,000,000
    
    
    
    0.25
    
    
    
    15/11/2018
 Outstanding Equity Awards at Fiscal-Year End Table
  Director Compensation For 2008
 DirectorsFeesEarnedor Paid
    
    Option
    
    All Otherin Cash
    
    Awards
    
    Compensation
    
    TotalName
    
    ($)
    
    ($)
    
    ($)
    
    ($)(a)
    
    (b)
    
    (d)
    
    (g)
    
    (h)Brian Mountford (1)
    
    
    
    
    
    
    
    
    
    $
    72,000
    
    
    $
    72,000Ray Welt
    
    $
    3,970
    
    
    
    
    
    
    
    
    
    
    $
    3,970Alan Wright (2)
    
    $
    5,000
    
    
    
    
    
    
    
    
    
    
    $
    5,000
 
 (1)
    
    Mr. Mountford earned $72,000 of consultancy fees paid to his
consultancy company, Brian Mountford Associates, Ltd. during 2008
($6,000 per month). He was a Director of the Company from May 16,
2008 until September 17, 2008. Mr. Mountford received no fees in
respect of his role as a Director of the Company.(2)
    
    Resigned May 15, 2009. Equity Compensation Plans
 19




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Item 12.
    
    Security Ownership of Certain Beneficial Owners and Management
and Related Stockholder Matters.
  Amount and Nature of
    
    Percentage ofName of Beneficial Owners
    
    Beneficial Ownership
    
    Class(1)Five Percent Shareholders:Andover Ventures Inc. 890  999 West
Hastings Street, Vancouver, British
Columbia, Canada (2)
    
    
    33,874,901
    
    
    
    44.3
    %Brian Mountford (3)
    
    
    4,000,000
    
    
    
    5.2
    %Robert Blankstein (4)
    
    
    3,847,000
    
    
    
    5.0
    %Directors and Named Executive Officers:Gordon Blankstein (5)
    
    
    19,953,000
    
    
    
    19.5
    %Paul Eagland (6)
    
    
    1,400,000
    
    
    
    2.3
    %Dr. Thomas Sawyer
    
    
    200,000
    
    
    
    0.4
    %Manfred Schauer
    
    
    200,000
    
    
    
    0.4
    %Ray Welt
    
    
    200,000
    
    
    
    0.4
    %Owned by all directors and
officers as a group (6 persons)
    
    
    22,653,000
    
    
    
    36.2
    %
 
 (1)
    
    Based upon 6,477,242 shares of Convertible Common Stock, 46,035,456 shares of Common
Stock outstanding, 20,001,445 share purchase warrants outstanding and 4,000,000 share options as of
December 31, 2008. Holders of Convertible Common Stock and Common Stock share have voting rights.(2)
    
    Based upon 6,477,242 shares of Convertible Common Stock, 20,246,214 shares of Common
Stock outstanding, and 7,151,445 share purchase warrants outstanding as of December 31, 2008. Mr.
Gordon Blankstein serves as the chief executive officer of Andover and disclaims beneficial
ownership of these shares.(3)
    
    Includes non-qualified share purchase options to acquire 4,000,000 shares of Common Stock
exercisable over the next 60 days.(4)
    
    Robert Blankstein is the brother of Mr. Gordon Blankstein. He beneficially owns 2,173,500
shares of Common Stock and 1,673,500 share purchase warrants as at December 31, 2008.(5)
    
    Includes 2,260,000 shares of Common Stock and 2,260,000 share purchase warrants
beneficially owed by Mr. Blanksteins spouse, 2,260,000 shares of Common Stock and 2,260,000 share
purchase warrants beneficially owned by the Blankstein Family Trust and 2,246,500 shares of Common
Stock and 2,246,500 share purchase warrants beneficially owned by a Company controlled by Mr.
Blankstein. 3,460,000 shares of Common Stock and 2,960,000 share purchase warrants are directly
owned by Mr., Blankstein. Does not include shares held by Andover Ventures Inc.(6)
    
    Includes 700,000 shares of common stock and 700,000 share purchase warrants. 10




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Item 13. Certain Relationships and Related Transactions, and Director Independence.
  
    
    the amounts involved exceeded or will exceed $120,000 or 1% of the
average of our total assets at year-end for the last two fiscal years;
and
    
    a director, executive officer, holder of more than 5% of our Common
Stock or Convertible Common Stock or any member of their immediate
family had or will have a direct or indirect material interest.
 Director Independence
   Item 14 Principal Accounting Fees and Services.
 Audit Fees
 21




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Audit-Related Fees
 Tax Fees
 All Other Fees
 Pre-Approval Policies and Procedures
 Item 15. Exhibits, Financial Statement Schedules.
 EXHIBIT NO.
    
    DESCRIPTION3.1
    
    Articles of Incorporation, as
amended [Incorporated by
reference to Exhibit A to the
Companys Schedule 14A Proxy
Statement filed on December 17,
1999 (SEC File No. 001-01761)].3.1A
    
    Amendment to Articles of Incorporation, as amended [Incorporated by reference to Appendix A
to the Companys Schedule 14A Proxy Statement filed on December 14, 2007 (SEC File No.
001-01761)].3.2
    
    Amended and Restated By-laws [Incorporated by reference to Exhibit
3.2 to the Companys Form 10-KSB/A filed on September 5, 2007 (SEC
File No. 001-01761)].10.1
    
    The Operating Agreement of Tintic Utah LLC dated as of July 17, 1996
by and among the Company, Akiko Resources (Utah) Inc. and KZ Utah,
Inc. [Incorporated by reference to Exhibit 10B, marked as ''Exhibit
A, to the Companys Form 10-KSB filed on April 2, 1997 (SEC File
No. 001-01761].[Unable to Locate]10.2
    
    The First Amendment to Operating Agreement dated as of March 11, 1997
by and among the Company, Akiko Resources (Utah) Inc. and KZ Utah,
Inc. [Incorporated by reference to Exhibit 10B, marked as ''Exhibit
A, to the Companys Form 10-KSB filed on April 2, 1997, (SEC File
No. 001-01761].[Unable to Locate]10.3
    
    Second Amendment to Operating Agreement dated as of November 10, 1997
by and between the Company and KZ Utah, Inc [Incorporated by
reference to Exhibit 10D, filed as Exhibit A, to the Companys Form
10-K report filed on March 30, 1998 (SEC File No. 001-01761)].10.4
    
    Third Amendment to Operating Agreement dated as of October 1, 1998
by and between the Company and KZ Utah, Inc [Incorporated by
reference to Exhibit 10D, filed as Exhibit A, to the Companys Form
10-KSB report filed on April 15, 1999 (SEC File No. 001-01761)].10.5
    
    Fourth Amendment to Operating Agreement dated as of September 9,
1999 by and between the Company and KZ Utah, Inc [Incorporated by
reference to Exhibit 10E, filed as Exhibit A, to the Companys Form
10-KSB report filed on March 30, 2000 (SEC File No. 001-01761)].
 22




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EXHIBIT NO.
    
    DESCRIPTION10.6
    
    Fifth Amendment to the Operating Agreement dated as of January 1,
2001 [Incorporated by reference to Exhibit F, filed as Exhibit A,
Form 10-QSB filed on August 14, 2001].10.7
    
    The Articles of Organization of Tintic Utah LLC is incorporated by
reference to an exhibit to Form 10-KSB filed on April 2, 1997.10.8
    
    Stock Purchase Agreement dated as of November 19, 1999 between the
Company and Dimeling, Schreiber & Park [Incorporated by reference to
the Companys Form 8-K report filed on November 30, 1999 (SEC File
No. 001-01761)].10.9
    
    Registration Rights Agreement dated as of November 19, 1999 between
the Company and Dimeling, Schreiber & Park [Incorporated by
reference to the Companys Form 8-K report filed on November 30,
1999 (SEC File No. 001-01761)].10.10
    
    Form of Warrant issued to Dimeling, Schreiber & Park by the Company
dated as of November 19, 1999 [Incorporated by reference to the
Companys Form 8-K report filed on November 30, 1999 (SEC File No.
001-01761)].10.11
    
    EPA Consent Decree [Incorporated by reference to Exhibit 10.11 to
the Companys Form 10-KSB/A filed on September 5, 2007 (SEC File No.
001-01761)].10.12
    
    Debenture Purchase Agreement Between the Company & Dimeling,
Schreiber & Park as of December 15, 2005 [Incorporated by reference
to Exhibit 10.12 the Companys Form 10-KSB/A filed on September 5,
2007 (SEC File No. 001-01761)].10.13
    
    Escrow Agreement Between the Company and Pepper Hamilton LLP as of
December 16, 2005 [Incorporated by reference to Exhibit 10.13 to the
Companys Form 10-KSB/A filed on September 5, 2007 (SEC File No.
001-01761)].10.14
    
    Chief Consolidated Mining Company Prospect and Retrospect, dated as
of November 2005 [Incorporated by reference to Exhibit 10.14 to the
Companys Form 10-KSB/A filed on September 5, 2007 (SEC File No.
001-01761)].10.15
    
    Genco Resources Ltd. Stock Purchase Agreement, dated as of
March 7, 2008 [Incorporated by reference to the Schedule 13D/A filed on March 13, 2008 (SEC File No. 005-36578)].10.16
    
    Form of 2008 Warrant Agreement
[Incorporated by reference to Exhibit 10.16 to the
Companys Form 10-Q for the quarter ended March 31,
2008 filed on August 7, 2009 (SEC File No. 001-01761).]21.1
    
    Subsidiary List [Incorporated by reference to Exhibit 21.1 to the Companys Form 10-KSB/A filed on September 5, 2007 (SEC File No. 001-01761)].31.1
    
    Certification by Chief Executive Officer pursuant to Rule 13a-14(a)/15d-14(a) (filed herewith).31.2
    
    Certification by Chief Financial Officer pursuant to Rule 13a-14(a)/15d-14(a) (filed herewith).32
    
    Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith).
 23




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CHIEF CONSOLIDATED MINING COMPANY AND SUBSIDIARIES
TABLE OF CONTENTS
 PageReport of Independent Registered Public Accounting Firm
    
    F-1Consolidated Balance Sheets as of December 31, 2008 and 2007
    
    F-2Consolidated Statements of Operations for the Years Ended December 31, 2008 and 2007
    
    F-3Consolidated Statements of Cash Flows for the Years Ended December 31, 2008 and 2007
    
    F-4Consolidated Statements of Stockholders Deficit for the Years Ended December 31, 2007 and 2008
    
    F-5Notes to Consolidated Financial Statements
    
    F-6




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Hansen,
Barnett & Maxwell, p.c.A Professional Corporation
    
    Registered with the Public CompanyCERTIFIED PUBLIC ACCOUNTANTS
    
    Accounting Oversight Board5 Triad Center, Suite 750Salt Lake City, UT 84180-1128
Phone: (801) 532-2200
Fax: (801) 532-7944
    
    (BAKER TILLY LOGO)A Member of the Forum of Firmswww.hbmcpas.com
 
 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
     HANSEN, BARNETT & MAXWELL, P.C.
 
 F-1




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CHIEF CONSOLIDATED MINING COMPANY AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
 December 31,
    
    
    December 31,2008
    
    
    2007ASSETSCash
    
    $
    606,017
    
    
    $
    129,003Related party loans receivable
    
    
    241,545
    
    
    
    Other current assets
    
    
    20,000
    
    
    
    15,471Total current assets
    
    
    867,562
    
    
    
    144,474Land and mining claims
    
    
    950,000
    
    
    
    950,000Buildings, machinery and equipment, net
    
    
    100,000
    
    
    
    150,000Reclamation funds on deposit
    
    
    488,300
    
    
    
    488,300Total assets
    
    $
    2,405,862
    
    
    $
    1,732,774LIABILITIES AND STOCKHOLDERS DEFICITCurrent liabilitiesBank overdraft
    
    $
    18,458
    
    
    $
    Accounts payable
    
    
    214,314
    
    
    
    654,277Related party payable
    
    
    49,109
    
    
    
    391,351Accrued interest payable
    
    
    
    
    
    
    408,219Accrued liabilities
    
    
    232,180
    
    
    
    110,286Korea Zinc purchase option obligation
    
    
    850,000
    
    
    
    Accrued convertible common stock dividends
    
    
    106,331
    
    
    
    862,109Total current liabilities
    
    
    1,470,392
    
    
    
    2,426,242Long-term liabilitiesConvertible debentures
    
    
    
    
    
    
    2,500,000Reclamation obligation
    
    
    533,576
    
    
    
    518,036EPA settlement obligation
    
    
    60,000,000
    
    
    
    60,000,000Total long-term liabilities
    
    
    60,533,576
    
    
    
    63,018,036Minority interest in consolidated subsidiaries
    
    
    24,727
    
    
    
    24,727Shareholders deficitPreferred stock, $0.50 par value; 1,500,000 shares authorized;
10,899 shares outstanding; liquidation preference of $5,450
    
    
    5,450
    
    
    
    5,450Convertible common stock, $0.01 par value; 30,000,000 shares
authorized; 6,477,242 and 4,060,000 shares
outstanding, respectively
    
    
    64,772
    
    
    
    40,600Common stock, $0.01 par value; 100,000,000 shares authorized;
46,035,456 and 10,635,507 shares outstanding,
respectively
    
    
    460,355
    
    
    
    106,355Additional paid-in capital
    
    
    41,035,157
    
    
    
    34,292,748Subscription receivable
    
    
    (70,000
    )
    
    
    Accumulated deficit
    
    
    (101,118,567
    )
    
    
    (98,181,384
    )Total stockholders deficit
    
    
    (59,622,833
    )
    
    
    (63,736,231
    )Total liabilities and stockholders deficit
    
    $
    2,405,862
    
    
    $
    1,732,774
  F-2




---



##### 



CHIEF CONSOLIDATED MINING COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
 For the Years Ended December2008
    
    
    2007Operating expensesGeneral and administrative
    
    $
    2,228,537
    
    
    $
    934,314Mining properties operating and exploration costs
    
    
    48,671
    
    
    
    9,511Depreciation and depletion
    
    
    50,000
    
    
    
    50,000Accretion of reclamation obligation
    
    
    15,540
    
    
    
    15,088Total operating expenses
    
    
    2,342,748
    
    
    
    1,008,913Other income (expense)Impairment expense
    
    $
    (1,000,000
    )
    
    $
    Interest income
    
    
    2,735
    
    
    
    25,932Interest expense
    
    
    (16,986
    )
    
    
    (208,219
    )Gain on forgiveness of debt
    
    
    566,185
    
    
    
    24,777Other income / (expense)
    
    
    105
    
    
    
    (14,693
    )Total Other income (expense)
    
    
    (447,961
    )
    
    
    (172,203
    )Net loss
    
    
    (2,790,709
    )
    
    
    (1,181,116
    )Convertible common stock dividends
    
    
    (146,474
    )
    
    
    (167,688
    )Loss attributable to common stockholders
    
    $
    (2,937,183
    )
    
    $
    (1,348,804
    )Basic and diluted loss per common share
    
    $
    (0.12
    )
    
    $
    (0.13
    )Basic and diluted weighted-average common shares
outstanding
    
    
    24,435,269
    
    
    
    10,635,507
  F-3




---



##### 



CHIEF CONSOLIDATED MINING COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
 For the Years Ended December 31,2008
    
    
    2007Cash Flows from Operating ActivitiesNet loss
    
    $
    (2,790,709
    )
    
    $
    (1,181,116
    )Adjustments to reconcile net loss to net cash used in
operating activities:Accretion of reclamation obligation
    
    
    15,540
    
    
    
    15,088Gain on forgiveness of debt
    
    
    (566,185
    )
    
    
    (24,777
    )Impairment expense
    
    
    1,000,000Stock-based compensation expense
    
    
    599,454
    
    
    
    Depreciation and depletion
    
    
    50,000
    
    
    
    50,000Changes in operating assets and liabilities:Other current assets
    
    
    340,471
    
    
    
    20,249Accounts payable
    
    
    83,396
    
    
    
    90,716Related party payable
    
    
    49,109
    
    
    
    11,046Accrued interest payable
    
    
    16,986
    
    
    
    208,219Accrued liabilities
    
    
    121,894
    
    
    
    Net Cash Used in Operating Activities
    
    
    (1,080,044
    )
    
    
    (810,575
    )Cash Flows from Financing ActivitiesProceeds from Issuance of Common Stock
    
    
    1,780,145
    
    
    
    Related Party Loan
    
    
    (241,545
    )
    
    
    Increase in bank overdraft
    
    
    18,458
    
    
    
    Net Cash Provided by Financing Activities
    
    
    1,557,058
    
    
    
    Net Change in Cash
    
    
    477,014
    
    
    
    (810,575
    )Cash at Beginning of Year
    
    
    129,003
    
    
    
    939,578Cash at End of Year
    
    $
    606,017
    
    
    $
    129,003Supplemental Schedule of Noncash Investing and Financing ActivitiesCommon stock issued for services provided
    
    $
    348,487
    
    
    $
    Common stock issued on conversion of debenture
    
    
    2,500,000
    
    
    
    Common stock issued on conversion of debenture interest
    
    
    425,206
    
    
    
    Common stock issued in settlement of accrued
convertible dividends
    
    
    902,252
    
    
    
    Common stock and 1,500,000 warrants issued for payment
on Companys behalf
    
    
    150,000
    
    
    
    Common stock issued for Directors and officers services
    
    
    345,000
    
    
    
    Convertible common stock dividends accrued
    
    
    146,474
    
    
    
    167,688
  F-4




---



##### 



CHIEF CONSOLIDATED MINING COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS DEFICIT
FOR THE YEARS ENDED DECEMBER 31, 2008 AND 2007
 StockPreferred stock
    
    
    Convertible common stock
    
    
    Common stock
    
    
    Additional paid-
    
    
    Subscription
    
    
    purchase
    
    
    Accumulated
    
    
    Total StockholdersShares
    
    
    Amount
    
    
    Shares
    
    
    Amount
    
    
    Shares
    
    
    Amount
    
    
    in capital
    
    
    receivable
    
    
    rights
    
    
    deficit
    
    
    deficit)Balance 
December
31, 2006
    
    
    10,899
    
    
    $
    5,450
    
    
    
    4,060,000
    
    
    $
    40,600
    
    
    
    10,635,507
    
    
    $
    106,355
    
    
    $
    30,971,001
    
    
    $
    
    
    
    $
    3,321,747
    
    
    $
    (96,832,580
    )
    
    $
    (62,387,427
    )Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,181,116
    )
    
    
    (1,181,116
    )Expiration
of stock
purchase
rights
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,321,747
    
    
    
    
    
    
    
    (3,321,747
    )
    
    
    
    
    
    
    Convertible
common
stock
dividends
accrued
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (167,888
    )
    
    
    (167,888
    )Balance 
December
31, 2007
    
    
    10,899
    
    
    
    5,450
    
    
    
    4,060,000
    
    
    
    40,600
    
    
    
    10,635,507
    
    
    
    106,355
    
    
    
    34,292,748
    
    
    
    
    
    
    
    
    
    
    
    (98,181,384
    )
    
    
    (63,736,231
    )Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (2,790,709
    )
    
    
    (2,790,709
    )Correction
to prior
year
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,735
    
    
    
    37
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    37Conversion
of
debentures
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    10,000,000
    
    
    
    100,000
    
    
    
    2,400,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,500,000Issuance of
common
stock for
convertible
debenture
interest
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,700,822
    
    
    
    17,008
    
    
    
    408,198
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    425,206Issuance of
convertible
stock in
settlement
of
convertible
stock
dividend
    
    
    
    
    
    
    
    
    
    
    2,417,242
    
    
    
    24,172
    
    
    
    
    
    
    
    
    
    
    
    878,080
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    902,252Issuance of
common
stock upon
conversion
of payables
to relates
parties
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,393,947
    
    
    
    13,940
    
    
    
    334,547
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    348,487Issuance of
common
stock and
20,001,445
warrants
for cash
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    18,501,445
    
    
    
    185,015
    
    
    
    1,665,130
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,850,145Issuance of
common
stock and
1,500,000
warrants
for payment
on
Companys
behalf
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,500,000
    
    
    
    15,000
    
    
    
    135,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    150,000Issuance of
common
stock for
services
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,300,000
    
    
    
    23,000
    
    
    
    322,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    345,000Stock based
compensation
expense
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    599,454
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    599,454Subscription
receivable
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (70,000
    )
    
    
    
    
    
    
    
    
    
    
    (70,000
    )Convertible
common
stock
dividends
accrued
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (146,474
    )
    
    
    (146,474
    )Balance 
December
31, 2008
    
    
    10,899
    
    
    $
    5,450
    
    
    
    6,477,242
    
    
    $
    64,772
    
    
    
    46,035,456
    
    
    $
    460,355
    
    
    $
    41,035,157
    
    
    $
    (70,000
    )
    
    $
    
    
    
    $
    (101,118,567
    )
    
    $
    (59,622,833
    )
  F-5




---



##### 



CHIEF CONSOLIDATED MINING COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 NOTE 1  NATURE OF OPERATIONS SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
  Accounting Basis 
 Use of Estimates
 Principles of Consolidation
 Business Conditions
   F-6




---



##### 



CHIEF CONSOLIDATED MINING COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 NOTE 1  NATURE OF OPERATIONS SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
    Land and Mining Claims
 Buildings, Machinery and Equipment
 Impairment of Long-Lived Assets Accounting for the Impairment of
Long-Lived Assets and for Long-Lived Assets to be Disposed Of
 F-7




---



##### 



CHIEF CONSOLIDATED MINING COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 NOTE 1  NATURE OF OPERATIONS SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 Related Party Loans Receivable
 Reclamation Costs Obligation
 Income Taxes Accounting for Income
Taxes
 Fair Value of Financial Instruments
 EPA settlement obligation Environmental Remediation Liabilities Accounting for Contingencies
 Basic and Diluted Loss Per Common Share
   F-8




---



##### 



CHIEF CONSOLIDATED MINING COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 NOTE 1  NATURE OF OPERATIONS SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 Stock-Based Employee Compensation Share-Based Payment
  Recent accounting pronouncements  New Accounting Policies Fair Value Measurement
 The Fair Value Option for Financial Assets and
Financial Liabilities, including an amendment of FASB Statement No. 115
 Accounting for
Uncertainty in Income Taxes  an interpretation of FASB Statement No. 109
 F-9




---



##### 



CHIEF CONSOLIDATED MINING COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 NOTE 1  NATURE OF OPERATIONS SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 Recent accounting pronouncements  Business Combinations
 Disclosures about Derivative Instruments and
Hedging Activities  an amendment of FASB Statement No. 133
 Determination of the Useful
Life of Intangible Assets Goodwill and Other Intangible Assets Business Combinations
 Accounting for Convertible Debt
Instruments That May Be Settled in Cash upon Conversion (Including Partial Cash Settlement) Accounting for Convertible Debt and Debt Issued with Stock Purchase Warrants
 F-10




---



##### 



CHIEF CONSOLIDATED MINING COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 NOTE 2  INVESTMENTS IN SUBSIDIARIES
 Tintic Utah Metals Joint Venture
     Central Standard Consolidated Mines .
 NOTE 3  CAPITALIZATION
  Convertible Common Stock
 F-11




---



##### 



CHIEF CONSOLIDATED MINING COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 NOTE 3  CAPITALIZATION (CONTINUED)
    Preferred Stock
 Stock Purchase Rights
 Common Stock
     F-12




---



##### 



CHIEF CONSOLIDATED MINING COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 NOTE 4  STOCK OPTIONS
 Nonqualified Stock Options
   Weighted
    
    
    AverageCommon
    
    
    Average
    
    
    Remaining
    
    
    Range ofShares
    
    
    Exercise Price
    
    
    Life (Years)
    
    
    Exercise PricesBalance, December 31, 2006
    
    
    170,000
    
    
    $
    2.77
    
    
    
    5.43
    
    
    $
    2.19 -  $3.00Balance, December 31, 2007
    
    
    170,000
    
    
    
    2.77
    
    
    
    3.43
    
    
    $
    2.19 -  $3.00Issued
    
    
    4,000,000
    
    
    
    0.25
    
    
    
    9.88
    
    
    $
    0.25Expired
    
    
    (120,000
    )
    
    
    2.95
    
    
    
    3.37
    
    
    $
    2.90 -  $3.00Balance, December 31, 2008
    
    
    4,050,000
    
    
    $
    0.28
    
    
    
    9.78
    
    
    $
    0.25 -  $2.44
 Warrants
 NOTE 5  INCOME TAXES
  2008
    
    
    2007Tax at federal statutory
rate  34%
    
    $
    (831,541
    )
    
    $
    (401,579
    )State benefit, net of federal
tax
    
    
    (80,708
    )
    
    
    (38,977
    )Expiration of operating loss
carryforwards
    
    
    288,329
    
    
    
    67,513Change in valuation allowance
    
    
    623,920
    
    
    
    373,043Net tax expense
    
    $
    
    
    
    $
    
 F-13




---



##### 



CHIEF CONSOLIDATED MINING COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 NOTE 5  INCOME TAXES (CONTINUED)
  2008
    
    
    2007EPA settlement
obligation
    
    $
    22,380,000
    
    
    $
    22,380,000Reclamation obligation
    
    
    199,024
    
    
    
    193,227Mine exploration costs
    
    
    1,228,500
    
    
    
    1,638,000Land and mining claims
    
    
    610,074
    
    
    
    610,074Buildings and equipment
    
    
    
    
    
    
    58,712Impairment loss on
equity investment
    
    
    48,994
    
    
    
    48,994Stock-based compensation
    
    
    281,278
    
    
    
    57,682Operating loss
carryforwards
    
    
    10,380,631
    
    
    
    9,517,891Total deferred tax assets
    
    
    35,128,501
    
    
    
    34,504,580Valuation allowance
    
    
    (35,128,501
    )
    
    
    (34,504,580
    )Net deferred tax asset
    
    $
    
    
    
    $
    
  Year of Expiration
    
    Amount2009
    
    $
    930,0002010
    
    
    1,284,0002011
    
    
    1,038,0002012
    
    
    648,0002018
    
    
    992,0002019
    
    
    1,085,0002020
    
    
    2,161,0002021
    
    
    3,457,0002022
    
    
    2,765,0002023
    
    
    1,745,0002024
    
    
    1,854,0002025
    
    
    2,267,0002026
    
    
    1,796,0002027
    
    
    2,721,0002028
    
    
    3,086,000$
    27,829,000
 F-14




---



##### 



CHIEF CONSOLIDATED MINING COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 NOTE 5  INCOME TAXES (CONTINUED)
  NOTE 6  RELATED PARTY TRANSACTIONS
    NOTE 7  ASSET RETIREMENT OBLIGATIONS
 Reclamation of Mines
  F-15




---



##### 



CHIEF CONSOLIDATED MINING COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 NOTE 7  ASSET RETIREMENT OBLIGATIONS (CONTINUED)
  Balance, December 31, 2006
    
    $
    502,948Accretion expense
    
    
    15,088Balance, December 31, 2007
    
    
    518,036Accretion expense
    
    
    15,540Balance, December 31, 2008
    
    $
    533,576
 NOTE 8  CONVERTIBLE DEBENTURES
   NOTE 9  LAND, MINING CLAIMS, AND PROPERTY AND EQUIPMENT
  2008
    
    
    2007Land and mining claims
    
    $
    950,000
    
    
    $
    950,000Mill
    
    $
    250,000
    
    
    $
    250,000Machinery and equipment
    
    
    335,778
    
    
    
    335,778Total buildings, machinery and equipment
    
    
    585,778
    
    
    
    585,778Less: Accumulated depreciation
    
    
    (485,778
    )
    
    
    (435,778
    )Net buildings, machinery and equipment
    
    $
    100,000
    
    
    $
    150,000
  F-16




---



##### 



CHIEF CONSOLIDATED MINING COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 NOTE 10  OTHER COMMITMENTS AND CONTINGENCIES
    Environmental Protection Agency Settlement
   1.
    
    The Company agrees to use its best efforts to satisfy the judgment by
seeking indemnification or recovery from insurance policies. After
deducting recovery costs, 70% of all proceeds from insurance policies
shall be paid to the United States. Until all claims are exhausted,
the Company must provide a report to the United States each year for
five years listing insurance claims, the action the Company is taking
to recover the amounts, and any recovery obtained.
 F-17




---



##### 



CHIEF CONSOLIDATED MINING COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 NOTE 10  OTHER COMMITMENTS AND CONTINGENCIES (CONTINUED)
 2.
    
    The Company agrees to use its best efforts to sell property comprising
approximately 6,000 acres, most of which is located north of Highway 6
in both Utah County and Juab County, Utah. Upon the transfer of any
such property, the Company shall pay the EPA 100% of net sales
proceeds up to $350,000, and then 50% thereafter. If the transfer is
less than the tax assessed value of the property or exceeds a total of
more than 1,000 acres, the EPA may require an independent appraisal
and may object to the transfer based on the sale price. If any portion
of such property is not sold by the fifth anniversary of this decree,
the Company agrees to auction the property to the highest bidder,
engaging a professional auctioneer. The Company cannot hold a mortgage
or other security interest from any purchaser.3.
    
    The Company agrees, for a five year period from the date of the
consent decree, to reimburse the United States 15% of its net income
in excess of $2 million during any calendar year. The Company also
agrees to pay the US 15% of the net proceeds of the sale of Chief
Consolidated Mining Company or the sale of substantially all of its
assets in excess of $2 million. The Company will be required to
present audited financial statements to the EPA.4.
    
    The Company agrees to allow the EPA sole use of borrowed material (top
soil, fill and base material) that is free from contaminants. The
Company agrees to give uninterrupted and continuous access to the
borrowed source 24 hours a day, 365 days a year. The Company shall
allow the EPA to use and improve the borrowed source as is necessary
to fulfill its purposes.6.
    
    The Company agrees to allow the EPA to enter onto the property to
construct and maintain such response action structures as are
necessary to implement the response actions. The land will have an
easement for the EPA to inspect, maintain, and operate the structure.7.
    
    The Company agrees to provide storage space and water as needed.8.
    
    The Company agrees to allow additional access as needed for various purposes as needed.
   NOTE 11  ACCRUED LIABILITIES
  2008
    
    
    2007Property taxes accrual
    
    $
    55,790
    
    
    $
    Professional fees accrual
    
    
    64,403
    
    
    
    Other accruals
    
    
    111,987
    
    
    
    110,286$
    232,180
    
    
    $
    110,286
 F-18




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CHIEF CONSOLIDATED MINING COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 NOTE 12  EXTINGUISHMENT OF LIABILITIES
  NOTE 13  SUBSEQUENT EVENTS
  F-19




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##### 



SIGNATURES
  CHIEF CONSOLIDATED MINING COMPANYDated:  July 30, 2009
    By:
    /S/ GORDON BLANKSTEINGordon Blankstein, Chairman and
Chief Executive Officer(Principal Executive Officer)Dated:  July 30, 2009
    By:
    /S/ JEFF BATESJeff Bates (Principal Financial Officer)  Dated: July 30, 2009Ray Welt, DirectorDated:  July 30, 2009
    /S/ THOMAS SAWYERThomas Sawyer, DirectorDated:  July 30, 2009
    /S/ ROBERT GARDNERRobert Gardner, Director/S/ MANFRED SCHAUERDated:  July 30, 2009
    Manfred Schauer, Director