UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                              Washington, D. C. 20549

                                   FORM 10-KSB
                                   -----------

(X)  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934

     For the fiscal year ended December 31, 2002
                               -----------------

( )  TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934 (NO FEE REQUIRED)

           For the transition period from  ___________ to ___________

                    Commission File Number:  000-33167
                                             ---------

                          TINTIC GOLD MINING COMPANY
                          --------------------------
      (Exact name of small business issuer as specified in its charter)

                    UTAH                                87-0448400
                    ----                                ----------
(State or other jurisdiction of incorporation)    (I.R.S. EMPLOYER ID NO.)

              3131 Teton Drive
            Salt Lake City, Utah                        84109
            --------------------                        -----
  (Address of principal executive offices)           (Zip Code)

                             (801) 467-2021
                              -------------
               (Issuer's telephone number, including area code)

     Securities registered under Section 12(b) of the Exchange Act: None.

     Securities registered under Section 12(g) of the Exchange Act:

          Common Capital Voting Stock, $0.001 par value per share
          -------------------------------------------------------
                             (Title of Class)

     Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the Registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.

          (1) Yes [X]  No [ ]            (2) Yes [X]  No [ ]

     Check if there is no disclosure of delinquent filers in response to Item
405 of Regulation S-B is not contained in this form, and no disclosure will be
contained, to the best of the issuer's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-
KSB or any amendment to this Form 10-KSB.  [ ]
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     State issuer's revenues for its most recent fiscal year: $0.00

     State the aggregate market value of the voting and non-voting common
equity held by non-affiliates of the issuer.  The aggregate market value shall
be computed by reference to the price at which the common equity was sold, or
the average bid and asked process of such common equity, as of a specified
date within the past 60 days.

     On January 31, 2002, the Registrant's common stock became eligible for
trading on the OTC Bulletin Board, though there is no "established trading
market" for our securities.  As of the close of business on December 31, 2002,
the Registrant's fiscal year-end, the aggregate market value of the 188,844
shares of common voting stock held by non-affiliates was approximately
$33,048, based upon a $0.175 per share valuation of the Registrant's
securities by the Board of Directors.  On the date of this Annual Report, the
aggregate market value of the 188,844 shares of common voting stock held by
non-affiliates was valued by the Board of Directors at approximately
$18,884.

     Effective February 3, 2003, the Board of Directors of the Registrant
voted to reverse split the Registrant's outstanding common stock on a basis of
one for 10, resulting in a total of 415,956 post-split outstanding shares at
December 31, 2002, taking into account rounding up of fractional shares to the
nearest whole share and the effect of the exercise of certain options granted
to members of management pursuant to the Registrant's 2002 Stock Option Plan
that were exercised on February 3, 2003.  All computations herein take into
account this reverse split.

    (ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)

     Not applicable.

                   (APPLICABLE ONLY TO CORPORATE REGISTRANTS)

     State the number of shares outstanding of each of the Registrant's
classes of common equity, as of the last practicable date:

     March 31, 2003: 952,567 shares.

                      DOCUMENTS INCORPORATED BY REFERENCE

     To the extent it is permitted to do so, the Registrant seeks to
incorporate by reference certain disclosure items contained in its Form 10-SB
filed on EDGAR on September 19, 2001 and its Form 10-SB/A filed on EDGAR on
November 16, 2001, including certain exhibits filed therewith.  The specific
items of the Registrant's Form 10-SB and Form 10-SB/A registration statements,
or parts thereof, that the Registrant intends to incorporate by reference are
specifically referenced below.  To the extent items from a Form 10-SB
registration statement are not permitted to be incorporated into an Annual
Report by reference, these items are referred to below for the sole purpose of
providing the reader with a source for additional information on the
Registrant if he, she or it so desires.  See Part III, Item 13 below.

     Transitional Small Business Disclosure Format: Yes [X]; No [ ].
                                2
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                         NOTICE AND DISCLAIMER REGARDING
                           FORWARD-LOOKING STATEMENTS

     Certain matters discussed herein may be forward-looking statements that
involve significant risks and uncertainties.  These could include, for
example, any of the following: the timely development of existing or future
properties, reserves and projects; the impact of metals prices and metal
production volatility; changing market conditions; changes in the regulatory
environment; and other material risks that are or will be described from time
to time in the Registrant's filings with the Securities and Exchange
Commission ("Commission").  In this regard, reference is made to Exhibit 99
attached to and incorporated by reference into the Registrant's September 19,
2001, Form 10-SB on file with the Commission, an exhibit titled "Risk Factors"
and which lists and describes a several risk factors that the Registrant
believes are material to a person investing or considering investing in the
Registrant.

     In light of the significant risk factors involved with or facing the
Registrant, actual results may differ materially or considerably from those
projected, implied or suggested.  As a result, any forward-looking statements
expressed herein are deemed to represent the Registrant's judgment as of the
date of this filing.  The Registrant does NOT express any intent or obligation
to update any forward-looking statement because it is unable to give any
assurances regarding the likelihood that, or extent to which, any event
discussed in any such forward-looking statement may or may not occur or
otherwise bear materially upon the Registrant's future business, developments
or plans, or its financial condition and results of operations.
                                3
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                       TABLE OF CONTENTS
                                                                        PAGE

          Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . .5

                               PART I

ITEM 1.   Description of Business. . . . . . . . . . . . . . . . . . . . 10

ITEM 2.   Description of Property. . . . . . . . . . . . . . . . . . . . 17

ITEM 3.   Legal Proceedings. . . . . . . . . . . . . . . . . . . . . . . 22

ITEM 4.   Submission of Matters to a Vote of Security Holders . . . . . .23

                              PART II

ITEM 5.   Market for Common Equity and Related Stockholder Matters. . . .23

ITEM 6.   Management's Discussion and Analysis or Plan of Operation. . . 25

ITEM 7.   Financial Statements. . . . . . . . . . . . . . . . . . . . . .26

ITEM 8.   Changes In and Disagreements With Accountants on Accounting
          and Financial Disclosure. . . . . . . . . . . . . . . . . . . .27

                                   PART III

ITEM 9.   Directors, Executive Officers, Promoters and Control Persons;
          Compliance With Section 16(a) of the Exchange Act. . . . . . . 27

ITEM 10   Executive Compensation. . . . . . . . . . . . . . . . . . . . .29

ITEM 11.  Security Ownership of Certain Beneficial Owners and Management.30

ITEM 12.  Certain Relationships and Related Transactions. . . . . . . . .32

ITEM 13.  Exhibits and Reports on Form 8-K . . . . . . . . . . . . . . . 33

ITEM 14.  Controls and Procedures . . . . . . . . . . . . . . . . . . . .33

Signatures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34

Sarbanes-Oxley Section 302 Certifications . . . . . . . . . . . . . . . .35

Sarbanes-Oxley Section 906 Certification . . . . . . . . . . . . . . . . 37
                                    4
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     The Registrant, Tintic Gold Mining Company, a Utah corporation, includes
herein references to the "Company," "Tintic Gold," "Issuer," "we," "our" and
"us" and words of similar import.

                          RISK FACTORS

     Investment in Tintic Gold's securities should be considered highly
speculative.  The Company has no recent operating history and is subject to
all of the risks inherent in developing a business enterprise.  Reference is
again made to Exhibit 99 to the Company's Form 10-SB filed on September 19,
2001.  Such exhibit contains an extensive though non-exhaustive list of
possible risk factors facing both the Company and any person either investing
or interested in investing in or with the Company.

     The Company needs additional capital and has nominal revenues.  Non-arms
length transactions with related parties may occur in the future that may
involve conflicts of interest.  Furthermore, it should be carefully noted that
Tintic Gold does NOT anticipate paying any dividends on its common stock.

     In brief, the Company's securities involve a high degree of risk.  The
reader is cautioned, therefore, to carefully read this Annual Report for the
Company's fiscal year ended December 31, 2002 in its entirety and to seriously
consider all of the factors and financial data that are herein disclosed.  In
addition, an investor or potential investor is encouraged to review the
various risk factors disclosed in the Company's Form 10-SB and 10-SB/A
registration statements.  The following constitutes an effort to itemize
significant risk factors involving the Company and its business:

     1.  RECENT STATUS AS A NON-REPORTING, NON-TRADED PUBLIC COMPANY.
Between the 1960's and the end of 2001, no trading market existed for Tintic
Gold's common stock, other than for brief periods in the "pink sheets."  As a
result, the public is not familiar with the Company, its mining properties or
business plan.  Tintic Gold only recently obligated itself as a fully
reporting company with its submission of a Form 10SB/12G on September 19,
2001, Commission File Number: 000-33167; CIK No. 0001159275.  An amendment to
this Form 10-SB was filed on November 16, 2001.  This Form 10-SB registration
statement became effective on November 19, 2001.

     The uncertainty that the Issuer's business will be successful or that a
trading market for its securities will develop must be considered in light of
the potential difficulties, complications, problems, expenses and/or delays
frequently encountered in connection with any new business, not to mention a
mining exploration business, a business involving a great deal of expense and
regulation on the part of both state and federal government.

     These same factors may be compounded by even greater risks, particularly
those characteristic of a speculative industry like mining exploration, and
may be adversely affected by the competition in the industry, not to mention
the strict regulatory environment in which Tintic Gold operates and will
operate.

     2.        EXPLORATION STAGE COMPANY.  Mineral exploration (particularly
gold and silver), is highly speculative in nature, is frequently
nonproductive, and involves many risks, often greater than those involved in
the actual development or mining of mineralization.
                                5
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     Such risks may be considerable and may add unexpected expenditures or
delays in the Company's plans.  There can be no assurance that Tintic Gold's
mineral exploration activities, if and when undertaken, will be successful or
profitable.  Even if mineralization is discovered, it may take considerable
time and further expense to determine if that mineralization would have
commercial value.  Further, once a development plan were initiated to
determine the commercial content of any mineralization discovered, it may take
a number of years from the initial phase of development drilling until
production is possible, during which time the economic feasibility of the
entire effort may change.

     There can be no assurance that a determination of economic feasibility
will apply over time because such a determination would be based partly on
assumptions and factors that are subject to fluctuation and uncertainty, such
as, for example, metals prices, production costs, and the actual quantity and
grade of ore discovered on and within the Company's mining properties.

     3.        LACK OF SUFFICIENT CAPITAL TO CONTINUE INDEFINITELY AS A
REPORTING COMPANY.  Tintic Gold's management has reactivated the Company and
has voluntarily registered its common stock with the Commission to give its
current shareholders liquidity and to otherwise make Tintic Gold more
attractive to potential investors, including venture capitalists.  Management
also believes that being a reporting company under the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), could provide a prospective merger
or acquisition candidate with additional and more comprehensive information
concerning the Company.  In addition, management believes that "reporting"
status might also make the Company more attractive to an operating business
opportunity as a potential business combination candidate.

     The cost of becoming a reporting company has been fairly substantial and
the cost of continuing to file all necessary reports with the Commission and
obtain the necessary accountings will continue to drain the Company's capital
reserves.  As of December 31, 2002, the Issuer had approximately $19,500 in
cash on hand and based on management's willingness to advance the funds
necessary to maintain the Company's reporting obligations, management believes
that the Company will be able to maintain its reporting obligation for at
least the next 18 to 24 months.

     The Company can provide no assurance that it will obtain future capital,
or if so, that the amount raised or obtained will be sufficient to continue to
establish the Company as a going concern.

     4.       ACCUMULATED NET LOSS; NOMINAL WORKING CAPITAL.  Tintic Gold has
NOT commenced significant business operations.  The Company remains in the
exploration stage, but has not yet engaged in any exploration activities on
its properties.  Accumulated deficits and the potential for future deficits in
working capital are losses that are expected to continue into the foreseeable
future because the Company's operations are subject to numerous risks and
uncertainties associated with a mining exploration company, which has not yet
reached planned operations.

     5.   LACK OF REVENUE.  Tintic Gold needs additional capital because
currently, it has nominal revenues.  What revenues it has are from interest
income on cash balances in its money market account.  These are nominal and,
as expenses mount and continue, will be even less in the future.  Substantial
expenditures are required to explore for ore reserves through drilling and to
determine metallurgical processes to extract the mineralization from any ore,
once discovered.  Tintic Gold has not reached any of these stages.
                                6
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     The Company lacks any flow of revenue.  Currently, Tintic Gold does NOT
have royalty interests in any mining production or properties.  There is no
assurance that the Company will obtain any such royalty interests, or that if
so, it will receive any royalty payments, or that it will otherwise receive
adequate funding to be able to finance its desired exploration activities.

     While Tintic Gold intends to seek revenue sources on an on-going basis,
there can be no assurance that such sources can be found, or that if
available, that the terms of such financing will be commercially acceptable.
This lack of consistent revenue detrimentally affects the Company's plans and
progress simply because the Company needs additional capital to fund any
exploration operations and to acquire additional mineral properties, if
otherwise warranted or possible.

     6.   REGULATORY AND ENVIRONMENTAL CONCERNS.  Environmental and other
government regulations at the federal, state and local level pertaining to the
Company's business and properties may include: (a) surface impact; (b) water
acquisition; (c) site access; (d) reclamation; (e) wildlife preservation; (f)
licenses and permits; and (g) maintaining the environment.  See Item 2 of this
Part I below titled "Description of Properties" which discusses risk factors
relative to the ownership and exploration of the Company's properties.

     7.   RETENTION AND ATTRACTION OF KEY PERSONNEL.  In addition to
funding, Tintic Gold's success will depend, in large part, on its ability to
retain and attract highly qualified personnel, and to provide them with
competitive compensation arrangements, equity participation and other
benefits.  There is no assurance that the Company will be successful in
retaining or attracting highly qualified individuals in key management
positions.

     8.   RELIANCE UPON DIRECTORS AND OFFICERS.  At present, Tintic Gold is
wholly dependent upon the personal efforts and abilities of its officers and
directors, persons who exercise control over its day-to-day affairs.  There
can be no assurance that the Company will succeed in its various plans and
endeavors, nor that its proposed operations will eventually prove to be
profitable.

     9.   INDEMNIFICATION OF OFFICERS AND DIRECTORS.  Tintic Gold's Articles
of Incorporation and Bylaws authorize it to indemnify any director, officer,
agent and/or employee against certain liabilities.  Further, the Company may
purchase and maintain insurance on behalf of any such persons whether or not
it would have the power to indemnify such person against the liability insured
against.  Indemnifying and/or insuring officers and directors from the
increasing liabilities and risks to which such individuals are exposed as a
result of their corporate acts and omissions could result in substantial
expenditures by the Issuer, while preventing or barring any recovery from such
individuals for the possible losses incurred by the Issuer as a result of
their actions.  At the same time, the Commission, including state regulatory
authorities, take the position that indemnification against securities
violations is against public policy as expressed in the 1933 Act, as amended,
and, therefore, any such indemnification is unenforceable with respect to any
claim, issue, question, or matter of liability touched upon by anything within
the purview of the federal securities laws and regulations.  The Company has
no plans to obtain any officer or director (D&O) liability insurance.  See
heading in Item 9 of Part III below titled "Director and Officer Liability
Limitation."
                                7
<PAGE>
     10.  NO DIVIDENDS.  Holders of the Company's common stock are entitled
to receive dividends when, as and if declared by the Board of Directors out of
funds legally available for that purpose.  To date, Tintic Gold has NOT paid
any cash dividends.  The Board does NOT intend to declare any dividends in the
foreseeable future, but instead intends to retain all earnings, if any, for
use in the Company's business operations.  Even if the Board desired to
declare any dividends, the Company's ability to do so would very likely be
restricted because the Company is seeking, or will be seeking, outside
financing and financing covenants tend to prohibit such declarations.

     11.  PREEMPTIVE RIGHTS, CUMULATIVE VOTING AND CONTROL.  In accordance
with the Company's Articles of Incorporation and the laws of Utah, there are
no preemptive rights in connection with Tintic Gold's common stock.  There can
be no assurance that Tintic Gold shareholders might not be further diluted in
their percentage ownership of the Company's common stock in the event that
additional shares are issued in the future.  Moreover, cumulative voting in
electing directors is NOT provided for.  Accordingly, the holder(s) of a
majority of the Company's outstanding shares, present in person or by proxy,
will be able to elect all of the Company's Directors.  See "Description of
Securities" heading at the end of Item 1, Part I below.

     12.      MARKET FOR COMMON STOCK.  On January 30, 2002, the Company
became eligible for listing on the OTC Bulletin Board ("OTCBB") administered
by the National Association of Securities Dealers, Inc. ("NASD").  The present
trading symbol assigned to its common capital stock is "TTGM.OB."  Since that
date, a limited or sporadic and low volume trading market has existed for the
Company's common capital stock.  Because the market price for shares of the
Company's common stock has been volatile and otherwise traded at a large
spread between the bid and asked prices, the Company anticipates that this
will continue to be the case.  To the knowledge of management, an isolated
trade in the Company's stock occurred in early December 2002 and it involved
200 shares at $4.00 per share.  No other trades have occurred at $4.00 per
share and no trades have occurred since.  Management is therefore not
presently aware of what the current market is for the Company's stock, if
anything.

     Stock markets generally experience extreme price and volume fluctuations
that can, and do, greatly affect the stock trading of "small capital"
companies such as Tintic Gold.  These fluctuations often are unrelated to the
operating performance of the company itself.  Further, factors such as changes
in economic and political conditions may adversely affect the market price of
the Company's common stock.  Reference is made to Part II, Item 1 of Issuer's
Form 10-SB registration statement, pp. 30-31 thereof, titled "Market Price of
and Dividends on Registrant's Common Equity and Other Shareholder Matters."

     13.  RISKS OF PENNY STOCKS.  The Company's common stock is considered
to be a "penny stock" because it meets one or more of the definitions in
Commission Rules 15g-2 through 15g-6, Rules made effective on July 15, 1992.
These include but are not limited to the following: (i) the stock trades at a
price less than five dollars ($5.00) per share; (ii) it is NOT traded on a
"recognized" national exchange; (iii) it is NOT quoted on the NASD's automated
quotation system (NASDAQ), or even if so, has a price less than five dollars
($5.00) per share; OR (iv) is issued by a company with net tangible assets
less than $2,000,000, if in business more than three years continuously, or
$5,000,000, if in business less than a continuous three years, or with average
revenues of less than $6,000,000 for the past three years.  The principal
result or effect of being designated a "penny stock" is that securities
broker-dealers cannot recommend the stock but must trade in it on an
unsolicited basis.  See paragraph 14 immediately below.
                                8
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    14.       BROKER-DEALER REQUIREMENTS MAY AFFECT TRADING AND LIQUIDITY.
Section 15(g) of the Securities Exchange Act of 1934, as amended, and Rule
15g-2 promulgated thereunder by the Commission require broker-dealers dealing
in penny stocks to provide potential investors with a document disclosing the
risks of penny stocks and to obtain a manually signed and dated written
receipt of the document before effecting any transaction in a penny stock for
the investor's account.

     Potential investors in the Company's common stock are urged to obtain and
read such disclosure carefully before purchasing any shares that are deemed to
be "penny stock."  Moreover, Commission Rule 15g-9 requires broker-dealers in
penny stocks to approve the account of any investor for transactions in such
stocks before selling any penny stock to that investor.  This procedure
requires the broker-dealer to (i) obtain from the investor information
concerning his or her financial situation, investment experience and
investment objectives; (ii) reasonably determine, based on that information,
that transactions in penny stocks are suitable for the investor and that the
investor has sufficient knowledge and experience as to be reasonably capable
of evaluating the risks of penny stock transactions; (iii) provide the
investor with a written statement setting forth the basis on which the broker-
dealer made the determination in (ii) above; and (iv) receive a signed and
dated copy of such statement from the investor, confirming that it accurately
reflects the investor's financial situation, investment experience and
investment objectives.  Compliance with these requirements may make it more
difficult for investors in the Company's common stock to resell their shares
to third parties or to otherwise dispose of them in the market or otherwise.

     15.      PUBLIC, NON-AFFILIATE SHAREHOLDERS WILL SUFFER THE GREATEST
LOSSES IF THE COMPANY IS UNSUCCESSFUL.  If Tintic Gold's future operations are
successful, present shareholders who are not affiliates of the Company would
realize benefits from Tintic Gold's growth.  However, if the Company's future
operations are unsuccessful, persons who purchase its securities in the market
or by means of a subsequent public or private offering likely will sustain a
severe or principal loss of their investment.

     16.       POTENTIAL FUTURE STOCK ISSUANCES; DILUTION.  It is not now
known, nor might it ever be known, what other stock issuances the Company
might find advisable or otherwise be required to undertake in the future,
issuances that would substantially dilute existing shareholders.  See headings
titled "Business of Issuer and Risks Associated Therewith," "Sources of
Business Opportunities and Risks Associated Therewith," "Evaluation and Risks
Associated Therewith," and "Form of Potential Acquisition, Merger or
Reorganization and Risks Associated Therewith," all on pp. 10-13 of Part I,
Item I of the Company's Form 10-SB registration statement titled "Description
of Business"; see also Part I, Item 2 of the Company's Form 10-SB titled
"Management's Discussion and Analysis or Plan of Operation," pp. 16-22
thereof, the contents of which are incorporated herein by reference.

     The potential impact or significance of any future stock issuance of
"restricted" shares is as follows: under Rule 144 a person (or persons whose
shares are aggregated) who has satisfied a one (1) year holding period, may
sell within any three month period, an amount of shares which does not exceed
the greater of one percent (1%) of the then outstanding shares of common
stock, or the average weekly trading volume during the four calendar weeks
prior to such sale.  Rule 144 also permits the sale of shares, under certain
circumstances, without any quantity limitation, by persons who are not
affiliates of the Issuer and who have beneficially owned the shares for a
minimum period of two (2) years.  Hence, the possible sale of the restricted
shares issued and outstanding may, in the future, dilute the percentage of
                                9
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free-trading shares held by a shareholder or subsequent purchaser of the
Company's securities in the market, and may have a depressive effect on the
price of the Issuer's securities.  Further, such sales, if substantial, might
also adversely affect the Issuer's ability to raise additional equity capital
in the future.

     In addition to the foregoing, a secondary public offering and consequent
public issuance of additional securities as a result thereof, would also have
a dilutive effect on the holdings of existing shareholders and would
otherwise, more than likely, have a depressive effect on the market price of
the Issuer's common stock.  At this time, the Company has NO plans to engage
in any public offering of its securities.

     17.       COMPETITIVE CONDITIONS IN THE INDUSTRY.  Mining exploration
companies compete to obtain favorable mining properties and to evaluate
exploration prospects.  Tintic Gold faces competition from certain other
similarly situated junior mining companies in connection with the acquisition
of properties capable of exploration.  This includes numerous other mining
companies either operating or who own properties within the Tintic Mining
District.

     However, the Company is unable to ascertain the exact number of
competitor mining exploration companies, or whether or when such competitors'
competitive positions could improve.  Thus, Tintic Gold may be unable to
acquire or develop attractive mining properties or investors on terms
acceptable to management.  Accordingly, there can be no assurance that such
competition, although customary in the mining industry, will not result in
delays, increased costs, or other types of adverse consequences affecting
Tintic Gold.  See heading titled "Competition" in Part I, Item 1 of the
Company's 10-SB registration statement titled "Description of Business," pp.
9-10 thereof.

     18.  MANAGEMENT'S RELATIVE LACK OF EXPERIENCE IN AND/OR WITH MINING.
No one currently serving as an officer or director of the Company is or has
ever been employed with a mining company; furthermore, none has ever been
employed in or with the mining industry in general.  Also, no director or
officer has an education or college or university degree in mining or geology
or a field related directly to mining.  Such persons therefore lack relative
experience in or with mining, including the mining of precious metals.  See
Item 9 of Part III below titled "Directors, Executive Officers, etc."


                                     PART I

ITEM 1.      DESCRIPTION OF BUSINESS

     Business Development.
     ---------------------

     On May 23, 2002, the Issuer filed a Form 8-K announcing the entering
into of a letter of intent with Zer Communications Ltd., an Israeli entity.
Though negotiations faltered during the third quarter and it appeared that the
transaction would not go forward, by the end of the fiscal year, negotiations
were continuing in regard to the completion of such letter of intent. As of
the date of this Annual Report, the Company is not involved in active
discussions with the Zer people and therefore, management does not know
whether or not the transaction will in fact ever be completed.
                                10
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     BACKGROUND.  TINTIC GOLD MINING COMPANY (the "Issuer" or "Company" or
"Tintic Gold"), incorporated on June 14, 1933, is a U.S. mineral resource and
exploration company chartered, since its inception, as a Utah corporation.  It
is classified or referred to as an exploration stage company.  Since the
Company reorganized itself in 2001, the Company has not yet commenced or
engaged in any exploration activities and has not yet reached or achieved
planned operations.

     Tintic Gold's patented mining claims are located within the historic
Tintic Mining District (organized on December 13, 1869) in Juab County, Utah.
These properties were part of a once-thriving mining district with worldwide
acclaim.  In 1979, the Tintic Mining District was listed in the National
Register of Historic Places.

     Tintic Gold is authorized to conduct business in Utah and has conducted
business in Utah since 1933.  It has also owned its existing patented mining
claims since 1933, properties that it acquired from the Emerald Mining
Company.  These properties are owned free and clear of any lien or encumbrance
other than the fact that a prior director from over 20 years ago, Mr. C. Chase
Hoffman, owns the surface rights and otherwise retains a 3% net smelter return
interest on any production.  For more information regarding the history of the
Company, reference is made to its Form 10-SB filed on EDGAR on September 19,
2001, a document containing a history of the Company and which further
attaches two geological reports on the Company's patented mining claims.

     Tintic Gold has not been involved in any bankruptcy, receivership or
similar proceeding; and, other than in the ordinary course of business, there
has been no material reclassification, consolidation, merger, or purchase or
sale of any significant amount of assets.  None of the Company's officers and
directors or majority shareholders has been involved, directly or indirectly,
in any bankruptcy or insolvency proceeding and none is involved in any
litigation that would have any direct or indirect impact or bearing on the
Company or its business.

     EXECUTIVE OFFICES.  Tintic Gold's executive or principal offices are
located at 3131 Teton Drive, Salt Lake City, Utah.

     SUBSIDIARIES AND RELATED COMPANIES.  As of December 31, 2002, Tintic Gold
did NOT have any subsidiaries or related companies or entities.  None of its
officers or directors currently serve on the board or otherwise act as
officers of any other company, partnership or limited liability company
engaged in mining or involved in the mining business.

     TRADING AND REPORTING HISTORY.  Tintic Gold's common stock may have been,
at one time, listed on the Intermountain Stock Exchange but, if so, management
believes that would have been prior to 1955.  During the 1960's and early
1980's it was listed for trading in the so-called "pink sheets."  Between the
early to mid-1980's and January 29, 2002, the Company was not listed in the
"pink sheets" nor was it listed on any exchange or any electronic inter-dealer
quotation medium or system of any kind.  On January 30, 2002, after having
filed a Form 10-SB registration statement with the Commission on September 19,
2002, and a Form 10-SB/A on November 16, 2001, the Company received notice
from the National Association of Securities Dealers, Inc. ("NASD"), that its
submission, through a Salt Lake City-based securities broker-dealer, would be
accepted and that it would be listed on the Over-the-Counter Bulletin Board
(OTCBB).  Accordingly, Tintic Gold, since January 30, 2002, has been listed on
the OTCBB and trades under the symbol TTCG.OB.  During the year there was not
an active market for the Company's stock.  In early to mid-2002, a few trades
in the Company's stock occurred at between $1.00 and $2.50.  To the knowledge
                                11
<PAGE>
of management, an isolated trade occurred in the Company's stock in early
December 2002 and it involved 200 shares at four dollars ($4.00) per share.
No other trades have occurred at $4.00 per share and no trades have occurred
since Management is therefore not presently aware of what the current market
is for the Company's stock, if anything.

     JOINT VENTURES.  The Company has neither entered into, nor participates
in, any joint venture arrangements nor does it have any plans to engage in any
joint venture with any person or party.

     RECENT CHANGES IN OWNERSHIP.  In consideration for services rendered the
Company during the 2002 fiscal year, the Company's officers, directors, and
their corporate counsel, have been authorized to receive a total of 134,153
shares of the Company's stock, only 25,000 of which are intended to be
registered on Form S-8.  These shares, while not physically issued, have been
recognized as issued and outstanding as of December 31, 2002.  Twenty five
thousand (25,000) of these shares were authorized to be issued pursuant to the
Company's 2002 Stock Option/Stock Issuance Plan.  These 25,000 shares were
authorized to be issued in consideration for general corporate services
rendered the Company in the ordinary course of its business throughout the
2002 year.  The remaining 109,153 shares, though earned in 2002, will be
deemed "restricted securities" issued pursuant to the section 4(2) exemption
from registration and will not be registered on Form S-8.  As opposed to the
25,000 shares issued under the 2002 Plan, these latter shares were authorized
to be issued pursuant to the Company's 2003 Stock Option/Stock Issuance Plan
recently adopted by the Company for fiscal 2003.  These shares were issued to
officers, directors and counsel for services rendered during 2002 towards the
Company's effort to complete an acquisition transaction with Zer
Communications, Ltd., an Israeli communications company discussed below.  See
subsections below titled "CURRENT DEVELOPMENTS" and "ADOPTION OF 2002 and 2003
STOCK OPTION/STOCK ISSUANCE PLANS."  See also Item 7 of Part II below, which
include the Company's financial statements for the year ended December 31,
2002 and Item 11 of Part III below titled "Security Ownership of Certain
Beneficial Owners and Management."

     PATENTS, TRADEMARKS, LICENSES, FRANCHISES.  Tintic Gold does NOT own any
patents, trademarks, licenses, franchises, or concessions, except for patented
mining claims granted by the government to private landowners.

     LONG-TERM GOAL AND OBJECTIVES.  Tintic Gold's long-term business goal is
focused on advancing the exploration of the mining properties it owns.  The
Company's intermediate objectives for funding and advancing this goal are two-
fold:  First, it seeks to re-establish itself as an active business
operation.
Accomplishing this preliminary goal has in part been met in that the Company
is now a fully "reporting company" and has obtained audited financial
statements.  To accomplish the second of these objectives, the Company will
seek to obtain capital funds, preferably from equity investment sources, if
possible, but also by participation in joint business arrangements.

     The Company has been focused on accomplishing the first of these
intermediate objectives.  Having completed that objective, management is now
better able to more specifically determine the necessary short-term plans and
strategies best suited to accomplishing the second of its intermediate
objectives.  This will require raising money and obtaining strategic alliances
or partnerships with others having greater capital resources.  Reference is
made to the Company's Form 10-SB registration statement filed with the
Commission on September 19, 2001, a document that further explains the
Company's plans and objectives in greater detail.
                                12
<PAGE>
     BUSINESS PLAN.  Management continues to develop its business plan, and if
justified, to resume mineral exploration and promotion of the Company's
mineral properties.  To finance these activities, the Company may seek to
receive funding through a joint venture of some kind or some other form of
business arrangement with a larger and better-capitalized mining company.

     The Company has the power and authority to entertain and negotiate with
potential merger candidates who are NOT engaged in the business of mineral
exploration and/or mining.  Management believes that the Company has the
flexibility to negotiate a merger or acquisition transaction with any type of
business or entity, provided that consummation of a transaction is ultimately
in the best interests of the Company and its stockholders.

     In the event that the Company does successfully acquire or merge with an
operating business opportunity, it is likely that the Company's present
shareholders will experience substantial dilution and there is the further
possibility of a change in control of the Company.

     Any target acquisition or merger candidate of the Company will become
subject to the same reporting requirements as the Company upon consummation of
any such business combination.  Thus, in the event that the Company
successfully completes an acquisition or merger with another operating
business, the resulting combined business must provide audited financial
statements for at least the two most recent fiscal years or, in the event that
the combined operating business has been in business less than two years,
audited financial statements will be required from the period of inception of
the target acquisition or merger candidate.  This type of information might
not be readily available to some types of business ventures, or otherwise too
expensive and time consuming, thereby rendering the possibility of a merger or
other acquisition transaction with such an entity unlikely.

     Depending upon future events and its ability to attract exploration
capital or funding, Tintic Gold will not be able to explore its properties on
its own.  At the same time, however, the Company does NOT, in any event,
foresee or otherwise contemplate expanding its mining exploration plans or
activities outside the State of Utah, let alone the United States of America.

     CURRENT DEVELOPMENTS.  Tintic Gold is a mining exploration stage company.
While it is an active Utah corporation in good standing with the State of
Utah, the Company has not reached planned operations.  As of December 31,
2002, the Company was involved in pursuing a potential reorganization or
acquisition transaction with an Israeli-based company called Zer
Communications, Ltd. ("Zer"), a recently formed or start up company engaged in
the voice mail technology business.  Zer holds several patents.  This
transaction has been "off and on" since May 2002, all as previously disclosed
in the Company's Form 10-QSB filings during 2002.  It is the negotiations and
work focused on closing this transaction that has generated the substantial
services rendered by officers, directors, consultants and counsel during both
2002 and 2003.  As of the date of this Annual Report, the status of the
potential transaction is uncertain and the Company has no way of predicting at
this time whether or not it will in fact close.

     During the pursuit of the transaction with Zer, the Company, during
2003, formed a wholly owned subsidiary in Nevada also named "Tintic Gold
Mining Company."  Pursuant to the creation of this wholly owned subsidiary, a
total of 281,803 shares of the subsidiary were issued to the Company.  The
purpose of creating a wholly owned subsidiary is to convey the Company's
mining properties to this wholly owned subsidiary in that Zer, upon
                                13
<PAGE>
consummation of the proposed stock-for-stock acquisition transaction with the
Company, would not own or hold such properties, let alone explore them.  The
Zer transaction has contemplated that in such event, the Nevada subsidiary
would indemnify and hold Zer and the Company harmless from and against any
environmental or contamination claims related to the Company's mining
properties.  The additional purpose of conveying the Company's mining claims
to a wholly owned Nevada subsidiary is for the purpose of maximizing
shareholder value by effectuating a future spin-off of the subsidiary's shares
to those shareholders of record of the Company as of February 3, 2003.  Thus,
in the event the Zer transaction closes, the Company will divest itself of the
281,803 shares held in the subsidiary and the Nevada subsidiary will
thereafter seek to file an appropriate registration statement with the
Commission registering the issuance and distribution of the 281,803 shares to
those shareholders of the Company, of record, on February 3, 2003.  This
event, if and when it occurs, if it does, will give all shareholders of record
of the Company as of February 3, 2003, the same number of shares in the
subsidiary that they held, on such date, in the Company.

     SEASONABILITY.  Tintic Gold's business is not seasonal in nature except
to the extent that weather conditions at certain times of the year may affect
access to its property.

     NUMBER OF EMPLOYEES.  At present, Tintic Gold does NOT have any
employees.  Should it succeed in obtaining sufficient working capital, the
Company may contract for the services of 1 or 2 part-time employees, and may
also enter into contractual arrangements with 1 or more consultants.  Tintic
Gold may or may not contract with additional employees or consultants from
time to time, depending upon the circumstances of its operations and whether
such a course of conduct is warranted.  Any consultants retained by the
Company shall be considered independent contractors who it is not anticipated
will be able to bind the Company in any way as an agent of the Company.

     ADOPTION OF 2002 AND 2003 STOCK OPTION/STOCK ISSUANCE PLANS.  In a
January 15, 2002, written consent of the directors, the Board of Directors
unanimously resolved to adopt a 2002 Stock Option/Stock Issuance Plan ("2002
Plan").  During the first part of 2003, also by unanimous written consent of
the directors, the Company similarly adopted a plan for 2003 substantially
similar in its terms to the 2002 Plan ("2003 Plan").  See also Item 10 in Part
III below titled "Executive Compensation."  These Plans allow for the issuance
of stock for compensation and incentive purposes to officers, directors,
employees and consultants under both qualified and non-qualified plans or
programs.

     Under the 2002 Plan, a total of 100,000 shares were entitled to be
issued.  As of the Company's year end, 25,000 shares were issued under this
2002 Plan.  Under the 2003 Plan, a total of 645,764 shares are entitled to be
issued.  As of the Company's year-end, 109,153 shares were authorized to be
issued under the 2003 Plan for services rendered relative to the proposed Zer
transaction.  Because these Plans speak for themselves, reference is made to
the 2002 Plan, a copy of which was attached to the Company's last Annual
Report.  The 2003 Plan, which is similar in terms, except with respect to the
number of shares entitled to be issued, to the 2002 Plan, is attached to this
Annual Report as Exhibit 10.  These Plans were adopted with a view to
eventually filing S-8 registration statements with the Commission pursuant to
which shares authorized to be issued under either or both Plans could be
registered under such form, an event which would not only dilute existing
shareholders but which might also have a depressive effect on the market price
of the Company's stock.  This is because stock registered pursuant to S-8 is
                                14
<PAGE>
or can be "free-trading" depending upon whether it is issued to affiliates of
the Company or not. This said, the 109,153 shares issued under the 2003 plan
for services rendered in 2002 will NOT be registered on Form S-8 but will
instead be issued as "restricted securities" pursuant to the Section 4(2)
exemption.

     In addition to the foregoing, subsequent to the reporting period, during
February 2003 a total of 536,611 additional shares were issued to officers,
directors, counsel, and a consultant for services rendered in 2003 in
connection with the proposed Zer transaction.  These shares have been
authorized to be issued under the 2003 Plan.  It is also contemplated that
55,556 of these additional shares, shares issued to a consultant, will be
registered on Form S-8.

     The above issuances under the 2002 and 2003 Plans results in a total of
952,567 shares issued and outstanding before consummation of any transaction
with Zer and its stockholders.  These issuances also give management, counsel,
and certain consultants ownership of approximately 70% of the Company's then-
issued and outstanding shares prior to consummation of any proposed
transaction with Zer.  This should be considered in light of the fact that the
Company's shareholders of record on February 3, 2003 will be in the exact same
position with the Nevada subsidiary, and they shall have the same
proportionate ownership interest in the Company's mining properties as they
had before any transaction with Zer and its stockholders was ever known or
contemplated.  See Item 7 of Part II below; see also Item 11 of Part III below
titled "Security Ownership of Certain Beneficial Owners and Management."

     The issuances of a total of 670,764 shares under the 2002 and 2003 Plans,
only 134,153 shares of which are considered issued and outstanding for fiscal
2002, were issued at a value of $0.175 per share.  As a result, this total
stock issuance for 2002 resulted in a charge to operations of $23,477.  The
536,611 shares issued for services rendered to date during 2003 were issued at
a value of $0.10 per share.  This issuance will result in a charge to
operations during 2003 of $53,661.  The valuations were determined by the
Board to be the fair value of the stock issued.

This discussion is not to ignore that any board member, officer, employee or
consultant who ultimately acquires shares under either Plan will be required
to either register such shares or have an exemption from registration in the
event that he or she seeks to offer, sell or otherwise dispose of them after
receipt thereof.

     GOVERNMENT REGULATION OF ENVIRONMENTAL CONCERNS.  In the event that
Tintic Gold undertakes a mining exploration program, the Company must comply
with various federal, state and local provisions that regulate the discharge
of materials into the environment and which further govern the conduct of
mining activities for the protection of the environment.  To its knowledge,
the Company was in full compliance with these environmental regulations during
fiscal 2002 and intends to continue to fully comply in fiscal 2003 and beyond.

     To management's best knowledge, information and belief, Tintic Gold is
neither listed on any known environmental cleanup roster, nor is Tintic Gold's
property listed on or within any "Superfund" site.  The Company is aware,
through local newspaper articles, that the federal Environmental Protection
Agency (EPA) has listed the Eureka, Utah, area (an area within the Tintic
Mining District) as a Superfund site and that it is otherwise concerned about
possible lead contamination of Eureka, Utah inhabitants, but the Company's
properties are located near another town, Mammoth, Utah.  While the Company
                                15
<PAGE>
understands that a state agency has, within the last year or so, taken soil
samples on or near the town of Mammoth, Tintic Gold has received no notice
that the EPA or any corollary state agency intends to do any environmental
clean-up or other work to or with any property located in or near the town of
Mammoth, let alone Tintic's own properties.  See Item 3 of Part 1 below titled
"Legal Proceedings."

     In the event that Tintic undertakes a mining exploration program on its
properties and in order to fulfill environmental compliance obligations,
Tintic Gold must be aware of and attend to the complex requirements of both
state and federal laws encompassing matters affecting land, mineral rights
and/or the surface under which mining exploration activities are proposed.
Such compliance would likely materially affect Tintic Gold's capital
expenditures, earnings and competitive position in the following general
areas:

     1) surface impact, 2) water acquisition, 3) site access, 4) reclamation,
5) wildlife preservation, and 6) permit and license qualification.  To date,
compliance has not had a material financial effect or other impact on Tintic
Gold because its activities have not had a material and significant impact on
the environment.

     In the event Company becomes active in exploring its properties,
compliance with environmental regulations could substantially impact or drain
whatever capital resources Tintic would have.  Such future compliance could
include performing feasibility studies on the surface impact of the Company's
proposed operations; minimizing surface impact, water treatment and
protection; reclamation activities including rehabilitation of various sites;
and on-going efforts at alleviating the exploration impact on wildlife.
Moreover, governmental agencies may require permits or bonds from year to year
to ensure the Company's compliance with applicable regulations.

     During fiscal 2002, Tintic Gold did not engage in any activity that would
have required, and no governmental agency required, it to obtain any permits
or bonds, or otherwise cause the Company to expend any funds to comply with
any material environmental regulation.  Moreover, the Company does not
anticipate that any reclamation bonding will be required during fiscal 2003,
or in the reasonably foreseeable future.

     Tintic Gold does NOT anticipate any material capital expenditures for
environmental control facilities during fiscal 2003.  The cost of future
compliance affecting the Company's mineral properties will depend upon the
extent and type of exploration and testing that the Company decides to
undertake or has the financing to undertake.

     There can be no assurance, however, that Tintic Gold will be able to
comply with all requirements imposed on any such future development, or that
it will be able to economically operate or pursue exploration activities under
future regulatory provisions.

     DESCRIPTION OF SECURITIES; COMMON STOCK AND DIVIDENDS.  The authorized
capital stock of the Company consists of 10,000,000 shares of common stock,
$0.001 par value, of which a total of 415,956 were issued and are outstanding
as of the Company's fiscal year-end, December 31, 2002.  The holders of the
Company's common stock are entitled to receive such lawful dividends as may be
declared by the Board of Directors.  As of this date, no such dividends have
been declared nor does management believe it likely that dividends will be
declared in the near or distant future.  There are no redemption or sinking
fund provisions applicable to any shares of common stock.  All outstanding
shares of common stock are fully paid and non-assessable.
                                16
<PAGE>
     VOTING RIGHTS.  Stockholders are entitled to one vote on all matters to
be voted upon for each share of common stock held.  The shares do not have the
right to cumulative voting for directors, meaning that holders of more than 50
percent of the shares voting for the election of directors can elect all of
the directors if they choose to do so.

     LIQUIDATION RIGHTS.  In the event of liquidation, dissolution or winding
up of the Company, holders of common stock shall be entitled to receive pro
rata all of the remaining assets of the Company that are available and
distributable to the shareholders after first satisfying claims of creditors
and anyone else having rights that are superior to those of the stockholders.

     PREEMPTIVE RIGHTS.  Stockholders do NOT have a preemptive right, by
statute or under the Company's Articles of Incorporation or Bylaws, to acquire
the Company's unissued shares of common stock.  See Risk Factor No. 11 at the
beginning of this document.

     TRANSFER AGENT.  Fidelity Stock Transfer Company is the transfer agent
for the Company's common stock.  Its address is 1800 South West Temple Street,
Suite 302, Salt Lake City, Utah 84115, and its telephone number is (801)484-
7222.

ITEM 2.     DESCRIPTION OF PROPERTY

     Tintic Gold's property consists of three (3) patented mining claims
located in the Tintic Mining District, Juab County, Utah, about a quarter or
half a mile from the town of Mammoth, Utah, approximately 90 miles south of
Salt Lake City. For a more comprehensive description of the Company's
property, reference is made to the heading titled "Description of Property"
comprising Item 3, Part I, pp. 22-25 of the Company's Form 10-SB filed on
EDGAR on September 19, 2001.

     FORM OF OWNERSHIP.  Tintic Gold does not hold "unpatented" mining
claims.  (An unpatented mining claim is a parcel of property located on
federal lands that the U.S. government continues to own, though it has granted
the private party claimholder the right to explore and mine the claim.)
Instead, the Company owns patented mining claims. (A "patented" mining claim
is land originally held as unpatented, to which the private-party claimholder
has been conveyed fee simple title by the U.S. government, after meeting the
federal patenting requirements.)  The important distinction or difference in
the type of mineral interest it represents is that the patent gives the
claimholder full and complete ownership, outright, of the land on which the
claim is located.  In this case, however, the surface rights are owned by a
former officer and director named C. Chase Hoffman.  Such rights were conveyed
to Mr. Hoffman in 1980 in consideration for money Mr. Hoffman had advanced the
Company over the years.  See the heading titled "Description of Property"
comprising Item 3, Part I, pp. 22-25 of the Company's Form 10-SB filed on
EDGAR on September 19, 2001.  Mr. Hoffman also retains a 3% net smelter return
royalty interest in the event of any mineral production on the property.

     THE EFFECT OF REGULATORY CHANGES ON HOLDING UNPATENTED MINING CLAIMS.
The U.S. Bureau of Land Management (BLM) promulgated new regulations in 1997
regarding hardrock unpatented mining claims (see 43 CFR 3809).  Compliance
with the 1997 regulations is both time-consuming and costly.  Therefore,
Tintic Gold does NOT intend to purchase or locate any unpatented claims, but
instead, to concentrate its exploration activities on its own privately-held
land and perhaps on land that, at some point in the future, it may decide to
acquire, including but not limited to a Utah state mineral leasehold of some
kind.  Management believes that these BLM regulations will have little or no
effect on the Company's activities.
                                17
<PAGE>
     TYPE OF PROPERTY/MINING AND PRODUCTION HISTORY.  The Company's three (3)
patented mining claims are lode claims.  (Such claims contain deposits of
minerals, in this case, gold, silver, copper and lead, in solid rock.  A
placer claim, on the other hand, is a deposit of sand and gravel containing
valuable minerals.)

     Tintic Gold's property, which the Company has owned since 1933, lies
within the Central portion of the Main Tintic Mining District, Juab County,
Utah, approximately 90 miles south of Salt Lake City.  The property is bounded
on the north and east by the Centennial Eureka, Grand Central, and Mammoth
mines, and on the south and west by the Empire Mines property.  The property
consists of three (3) patented lode mining claims known as the Emerald, Ruby
and Diamond Lode Mining Claims.  These claims embrace a portion of Sections 19
and 30, Township 10 South, Range 2 West and Sections 24 and 25, Township 10
South, Range 3 West, Salt Lake Base and Meridian, bearing Mineral Survey
Number 188, and together designated as Lot No. 224, more particularly
described in the patent recorded at Book 60, Page 406, of the records of Juab
County, Utah.  These properties comprise an area of approximately 44.43
acres.  These claims cover an area 3,000 feet north-south and 550 to 900 feet
east-west.

     Structurally, these properties lie along the west flank of the northward
plunging asymmetric trough of the Tintic syncline.  Beds strike approximately
due north and dip steeply to the east.  Surface exposures show the predominant
rock type to be Ajax Dolomite of Cambrian Age.  The central portion of the
property is cut by the trace of the northeast striking Emerald-Grand Central
fault.  The east-west striking Sioux-Ajax fault zone is inferred to cut
through the property and could intersect the northeast structure within the
boundaries of the property.  Due to soil cover, their exact position cannot be
readily determined.

     Some of the property's nearest neighbors have been large producers of
high-grade ore, including the Centennial Eureka on the north and east, the
Mammoth on the east, and the Empire Mines on the south and west.

     The property is located on the outcrop of the Ajax limestone.  This has
been one of the most favorable ore-bearing formations of the Main Tintic
Mining District.

     Because of general geological conditions, the Tintic Gold property has
three favorable prospects.  One is in deeper development in the northern part
of the property; two, in a mineralized vein near the main shaft on the 1,000
level; and three, above the 600 level on the southern end of the property.

     From the standpoint of the vertical range of the ore deposits in
adjoining mines, the same locations for possible development work are
indicated.  In the Centennial Eureka and Grand Central properties to the
north, the ore bodies occurred several hundred feet lower than the 700 level
of the Tintic Gold, while in the Mammoth Mine, to the east, an ore channel
came to the surface.

     There are several prominent fissures in the Tintic Gold property.
Fissures north of the shaft show calcite and oxidized iron.  This suggests
possibilities for improved mineralization at depth.  Close to the shaft an
east-west cross fissure reportedly carries substantial values in lead from the
200 to 1,000 levels in workings presently inaccessible.  This fissure should
be prospected for intersections and at greater depth.  South of the shaft are
two main north-south fissures.  One known as the Diamond fissure shows
jasperoid quartz.
                                18
<PAGE>
     A spur line of the Union Pacific Railroad with loading ramps lies less
than two miles to the northeast.

     The property has been developed by numerous shallow shafts, surface
workings, and a one and one-half compartment shaft sunk one thousand feet
deep, with levels driven at the 400, 500, 600, 700 and 1,000 foot levels.
This shaft is known as the Emerald Mine or Shaft.  At present, all of the
existing underground workings are inaccessible.  No ore minerals of commercial
grade are believed to have been encountered in the old workings and no ores
having significant value are believed to have been produced from the property
directly.  It is not anticipated that the opening up or rehabilitation of the
old workings will be attempted at the present time or at any future time.  Any
exploration will be in the nature of surface assay sampling or testing and, if
sufficient evidence is obtained, exploratory drilling may be considered.  In
such event, the Company will be subject to regulation by the Utah Division of
Oil, Gas and Mining (DOGM).  See "Government Regulation" section above.  It
should be again noted that the potential for pursuing an extensive permitting
process in order to further drill the property is dependent on the price of
gold and silver.

     The mineralization of interest is believed to be of the siliceous copper-
gold-silver category.  However, the possibility of this property attaining the
status of a gold or silver producer will depend upon the results of any future
exploration testing and drilling program engaged in by the Company.  At the
present time, this property has no known ore reserves.  The objective of the
proposed geological mapping and other work would be to determine what
exploration program, if any, to pursue.

     It should be noted that although smelting facilities have historically
been located within at least seventy (70) miles of the property, management
believes that it would be premature and perhaps misleading to discuss milling
and smelting contracts with ore purchasers inasmuch as the Company not only
needs to conduct exploratory work but no ore has been discovered and thus, no
development plan or program exists.  There is no assurance that ores, if they
exist and if developed, could ever be sold, let alone sold for a profit.

     For further information regarding the gold, silver and other mining
potential of the property, including its specific geology, reference is made
to two (2) geology reports attached to the Company's Form 10-SB registration
statement. The first report attached thereto as Exhibit 10(iii) is dated March
24, 1939 and authored by geologist J.J. Beeson and titled "Report on the
Property of the Tintic Gold Mining Company in the Tintic Mining District Near
Mammoth, Utah."  The second report, dated April 15, 1975, is in the form of a
letter to Golden Spike Oil & Mining Co. and is attached thereto as Exhibit
10(iv).  Geological engineer Murray C. Godbe, III, authors this latter
report.

     As to the property's mining and production history, the extent of
exploration on the Company's mining properties is not known.  Management
believes and is informed that no production ever occurred.  This lack of
knowledge makes sense in that precious metals were first discovered in the
Tintic Mining District area in 1870, over 130 years ago.  Nonetheless, the
property does contain the Emerald Shaft or Mine which existing data and other
information suggests is at least 1,000 feet deep.  There are also other
"prospecting pits" on the property.
                                19
<PAGE>
     EXPLORATION, DEVELOPMENT AND REHABILITATION WORK.  There has been no
exploration or other mining activity on Tintic Gold's properties since the
1930's and 1940's, except perhaps briefly before World War II.  Only a limited
amount of exploration or development work has been conducted on the Company's
properties since World War II.  ("Exploration" is the work involved in
searching for ore.  "Development" is the construction and other work necessary
to be carried out for the purpose of extracting ore from the deposit or
mine.)  See the 1939 and 1975 Geology Reports attached, respectively, as Exs.
10(iii) and 10(iv) to the Company's Form 10-SB filed with the Commission on
September 19, 2001.
     In the late 1980's, Centurion Mines Corporation ("Centurion"), later to
be known and now known as Grand Central Mining Company, negotiated a five-year
lease with the Company to explore and possibly develop its patented mining
claims.

     Centurion carried out limited mineral exploration work on the Tintic Gold
properties, but terminated this lease in 1997.  To the best knowledge,
information and belief of current management, no ore production has come from
the Company's properties.  Prior to that time, Tintic Gold's properties were
inactive from World War II until 1987, when Centurion carried out limited
exploration consisting mainly of geologic mapping and sampling.  Centurion
also performed some maintenance and rehabilitation work on the Tintic Gold
properties though it is not believed that Centurion did any maintenance or
rehabilitation on the underground workings of the Emerald Mine.  Centurion
continued its activities until 1997.  No additional work has been done on the
properties since that time.  Under the Company's lease agreement with
Centurion, Centurion was obligated to do a certain amount of assessment work
every five (5) years.  This was done and the Company possesses copies of the
assessment work carried out by Centurion and its successor.

     FUTURE PLANS FOR EXPLORATION AND DEVELOPMENT WORK.  To date, management
has NOT applied for exploration permits for work on any of its patented mining
claims.  However, during 2003 and into 2004, the Company may consider
conducting geological mapping, geochemical sampling, and geophysical surveys,
but only if sufficient funds are available for such purpose, and if all goes
well and the Company has sufficient capital, to possibly file applications for
permits that would permit exploratory sampling or drilling to be carried out.
Tintic Gold's management has not yet determined whether the Company will
actually carry out drilling exploratory operations.  This will depend on
sources of and the availability of funds, not to mention the prices of gold
and silver.  Accordingly, no assurance can be given that exploration will in
fact be either undertaken or carried out.

                   RISK FACTORS RELATED TO COMPANY'S PROPERTY

     1.        REALIZATION OF INVESTMENTS IN MINERAL PROPERTIES AND ADDITIONAL
CAPITAL NEEDS.  The ultimate realization of Tintic Gold's investment in
mineral properties is dependent upon, among other factors, the existence of
economically recoverable reserves, the ability of the Company to obtain
financing or make other arrangements for exploration, and the profitability of
prospective production, once such occurs, if this fact is ever established.
There presently exists substantial uncertainty concerning these and other
matters and no assurances can be made regarding the Company's expectation of
acquiring sufficient funds to finance any exploration operations throughout
fiscal 2003, 2004 and beyond.

     Tintic Gold does NOT have sufficient capital to implement a full-fledged
business development plan or finance its intended operations, let alone to
explore its mineral properties.  There can be no assurance that the Company
will ever be successful in obtaining the required funds to finance its long-
term capital needs.
                                20
<PAGE>
     2.        ABSENCE OF RECENT MINING ACTIVITY.  There has been no
significant mining activities on the Company's properties recently, except
for limited assessment and exploration work during the late 1980's and early
to mid-1990's.  After Centurion Mines Corporation and its successor, Grand
Central Mining, no other mining company or entity has made any offer to
purchase, lease, or engage in any other transaction, such as a joint venture,
with respect to Tintic Gold's property.  Although the Company incurs only
nominal expense to preserve its ownership and maintain its property, it
presently receives no revenue or other income for that purpose.

     3.        UNCERTAINTY OF DEMAND FOR TINTIC-TYPE, OXIDIZED ORE.  Due to
the development of modern hydrometallurgical processes, the absence of
suitable smelters, and the availability of more cost-effective techniques, it
is uncertain what the future level of demand will be for the type of oxidized
mineralization present in the vicinity of the Company's properties.  Also, the
amount it could cost to reopen and finance an exploration operation is likely
to be dependent upon several factors.  These include: acceptable price levels
of the relevant metals; milling and smelting availability; fluctuations in
market demand over time; extent of competition with other companies;
availability of acceptable construction costs; availability of acceptable
labor costs; feasibility of obtaining economical housing facilities;
manageable equipment costs; realistic capital costs; and the acceptability of
other price and cost variables.

     4.        RELIANCE UPON ESTIMATES AND ASSUMPTIONS.  Exploration stage
mining companies use the evaluation work of professional geologists,
geophysicists, and engineers to make estimates in determining whether to
acquire an interest in property, or to commence exploration work.  These
estimates generally rely on scientific and economic assumptions, and in some
instances may not be correct.  The economic viability of a property cannot be
determined until extensive exploration and development work has been
conducted and a comprehensive feasibility study performed.  This work could
result in the expenditure of substantial amounts of money on a property before
it even can be determined whether or not the property contains economically
recoverable mineralization.  No feasibility studies have been performed on
Tintic Gold's properties because considerable exploration work remains to be
done.  Moreover, market prices of minerals produced are subject to
fluctuation, which may adversely affect the economic viability of properties
on which expenditures have been made.  The Company is not able to presently
determine whether or not, or the extent to which, such risks may adversely
affect its strategy and business plan.

     5.        UNCERTAINTY OF TOPOGRAPHICAL EFFECT ON EXPLORATION.  The
Company's properties are located in mountainous terrain.  Because the surface
of the land has a topographic relief, any ruggedness in the overlying area
could affect the location of drilling sites and shafts, as well as the
construction of industrial facilities.  It also could require that additional
exploration or drilling on the property be accessed below ground.  These
outcomes are uncertain at present, and the Company cannot provide assurances
that they will not have a materially adverse effect on the ability of the
Company or a business partner to conduct mining activities.

     6.        UNCERTAIN CONDITION OF MINE WORKINGS.  Other than the Emerald
Shaft or Mine which contains an old headframe, there are no other surface mine
shafts or usable headframes on the Company's property.  Moreover, the
                                21
<PAGE>
underground workings have been inactive for many years due to the absence of
significant exploration activities on Tintic Gold's properties since the
1930's.  Considerable cost would be incurred to recondition shafts, drifts,
tunnels, winces and other workings, to the extent they exist, as well as to
re-equip hoisting bases and framework.  It is uncertain whether and to what
extent the workings themselves, as well as any rehabilitation of them, could
expose the Company to environmental and safety concerns.  If so, remediating
these concerns could require expending an uncertain amount of funds to render
the workings safe, acceptable, and environmentally sound.  No assurance can be
made that the Company will have sufficient capital to absorb these costs and
expenses.

ITEM 3.       LEGAL PROCEEDINGS.

     Tintic Gold is not aware of any pending legal proceeding contemplated by
a governmental authority, or concerning the Company's business or properties.
As of the date of this filing, Tintic Gold is NOT a party to any legal
proceeding, either as plaintiff or defendant.  The Company's financial
statements, as set forth in Item 7 of Part II below have therefore NOT been
adjusted to reflect any material uncertainty regarding exposure to liability
in legal proceedings.

     To management's best knowledge, information and belief, Tintic Gold is
neither listed on any known environmental cleanup roster or otherwise listed
on or within any designated "Superfund" site.  The Company is aware, however,
through local newspaper articles that the federal Environmental Protection
Agency (EPA) has declared the town of Eureka, Utah, as a Superfund site for
lead contamination, an area several miles from the Company's properties,
inasmuch as the Company's properties are located near the town of Mammoth,
Utah, not Eureka.  The Company has received no actual or direct notice or
knowledge of these events and knows nothing further in this regard.  See the
subheading under Item 1 of Part I above titled "Government Regulation of
Environmental Concerns."  Within the last year, the Utah Department of Air
Quality undertook soil sampling in and around the town of Mammoth, Utah, an
area near the Company's properties.  The Company is informed that some of
these samples showed elevated levels of contaminants.  The Company has
received no notice that these findings have any impact or other bearing on the
Company's mining properties and management does NOT believe that the Company's
properties can, or will, be considered a source of any such alleged
contamination.

     MEASURES TAKEN BY THE COMPANY DURING THE FISCAL YEAR TO INSULATE THE
COMPANY AGAINST FUTURE LIABILITY.  In the fall of 2001 and in an effort to
insulate the Company from future liability, the Company hired an environmental
engineer named Bruce Yeomans of B. Yeomans Consulting, Inc., who constructed a
six foot high chain link fence, with four 30-foot runs, around the Emerald
Shaft or Mine located on the property.  The fence was also stranded with
barbed wire along the upper edge.  This was done to mark the Shaft and
otherwise prevent intruders and trespassers from getting injured by possibly
falling into the mine shaft, a shaft which existing data suggests is at least
1,000 feet deep.  The shaft had been partially collapsed around the collar and
campers appeared to have lit bonfires adjacent to the open shaft on the flat
topped dump around it.  After this fence was built, a "dangerous/no
trespassing" sign was posted on it.  In a further effort to insulate the
Company from and against future liability, this work was also photographed.
In addition, Mr. Yeomans further erected a 12 foot long, three stranded, 4
foot high barbed wire fence across the access road to the Emerald Shaft at the
                                22
<PAGE>
approximate eastern boundary of the property.  This was to done to further
discourage intruders and trespassers, the large majority of whom are hikers
and campers in the summer and snow-mobilers in the
winter.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS AND REPORTS TO
         SHAREHOLDERS.

     Other than a one-page report or letter sent to the shareholders on
February 1, 2002 announcing the effectiveness of the Company's Form 10-SB
registration statement and further announcing the Company's subsequent
qualification for listing on the OTCBB, the Company did not submit any report,
proxy statement or information statement to security holders during the fiscal
year.  A copy of this one-page letter to the shareholders was attached to last
year's Annual Report.  The Issuer's existing Articles of Incorporation relieve
it of the obligation of calling and holding an annual meeting each and every
year unless something material with respect to the Issuer and its business
occurs that would necessitate or require such.

     The Issuer is subject to the information reporting requirements of the
Securities Exchange Act of 1934 (the "Exchange Act"), and, in accordance
therewith, files reports and other information with the Commission.  Reports
and other information filed by the Issuer with the Commission can be inspected
and copied at the Commission's Public Reference Library, Room 1024, Judiciary
Plaza, 450 Fifth Street N.W., Washington, D.C. 20549.  Copies of such material
can be obtained from the Public Reference Section of the Commission at
prescribed rates.  An interested person may also obtain information about the
operation of the Public Reference Room by calling the Commission at 1-800-SEC-
0330.

     Inasmuch as the Company is an electronic filer, and the Commission
maintains an Internet site that contains reports, proxy and information
statements, and other information regarding issuers that file electronically
with the Commission, an interested person may access this material
electronically by means of the Commission's home page on the Internet at
www.sec.gov.com.  To facilitate such access, the Company's CIK number is
001159275.  This will enable a person to locate the Company's original, Form
10-SB on EDGAR, a filing mistakenly filed under the name "Tintic Gold Mining
Company" instead of "Tintic Gold Mining Company."

     As of the date of this filing, Tintic Gold has not yet established its
own web address or web page nor does it have any plans, at present, to do so.

                            Part II

ITEM 5.   MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

     The Company's common stock is quoted on the OTC Bulletin Board of the
NASD under the symbol "TTGM.OB"; however, the market for shares of the
Company's common stock is extremely limited and has traded, during the 2002
year, at a significant spread between the bid and asked prices.  No assurance
can be given that the present limited market for the Company's common stock
will continue or will be maintained, and the potential sale of the Company's
common stock pursuant to Rule 144 of the Commission by officers and directors
may have a substantial adverse impact on any such public market.  See Item 11
of this Annual Report.
                                23
<PAGE>
     The high and low closing bid prices for shares of common stock of the
Company for each quarter within the 2002 fiscal year are as follows.  Such
information is not presented for the last two fiscal years in that prior to
January 2002, there was no public market for the Company's securities.

                                        Bid
Quarter ending:             High                Low
---------------             ----                ---

March 30, 2002               $1.00             $0.50

June 30, 2002                $1.00             $0.50

September 30, 2002           $1.00             $0.50

December 31, 2002            $1.00             $0.50


     The foregoing bid prices were obtained from the Company's observations of
the nominal trading activity in its stock during the fiscal year and do not
necessarily reflect actual transactions, retail markups, mark downs or
commissions.  While in early December 2002, 200 shares of the Company's stock
actually sold at $4.00 per share, this was NOT a bid price.  Regardless of the
price where an isolated trade may have occurred, to management's best
knowledge, information and belief, the Company's stock was never bid, during
the year, above $1.00 per share.

     No assurance can be given that any "established public market" will
develop in the common stock of the Company, regardless of whether the Company
is successful in completing an acquisition, reorganization or merger deemed by
management to be beneficial for the Company, or if any such market does
develop, that it will continue or be sustained for any period of time.

     As of December 31, 2002, there were three hundred fifty four (354)
shareholders of record of Tintic Gold's common shares.  The Issuer has not
paid any dividends on its common shares since its inception and does not
anticipate that dividends will be paid at any time in the immediate future.

     SECURITIES ISSUANCES/RECENT SALES OF UNREGISTERED SECURITIES.  See RISK
FACTOR No. 16 above titled "Potential for Future Stock Issuances; Dilution."
The Company issued 134,153 common shares for services during of 2002.  The
Board determined that the shares issued were valued at $23,477. The identity
of each recipient of these shares and the amounts each such person received
are set forth in Part III, Item 11 below titled "Security Ownership of Certain
Beneficial Owners and Management," the contents of which are incorporated in
this paragraph by reference.  As explained in the subheading above titled
RECENT CHANGES IN OWNERSHIP of Item 1, Part I of this document, at least
25,000 of the shares issued for services rendered in 2002 will be registered
with the Commission on Form S-8.  These shares were issued for general
services rendered in the ordinary course of the Company's business conducted
throughout the year.  The remaining 109,153 shares, though earned in 2002,
will be deemed "restricted securities" and will be issued to officers,
directors and counsel pursuant to the section 4(2) exemption from
registration.  These shares were issued for services rendered in connection
with the proposed Zer transaction.  It is not anticipated that these latter
shares will be registered on Form S-8.  The section 4(2) statutory provision
under the Securities Act of 1933 provides an exemption from securities
registration for shares issued in a private transaction and not involving a
public offering.  Such issuance is similarly exempt under a corollary
provision of the Utah Uniform Securities Act.  Shares issued for services that
                                24
<PAGE>
are not registered are typically issued pursuant to the Section 4(2) exemption
and corollary state law provisions.


ITEM 6.   MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.

     The Company's discussion hereunder is based on certain reasonable
expectations concerning the mining industry, the demand for precious metals,
and the sources and potentials for obtaining financial capital, all of which
involve "forward-looking statements."  The Company does not intend to forecast
what may or may not occur in the future, nor will the Company predict that any
particular event may or may not occur.  Management emphasizes that it can
neither control nor predict many of these risks and uncertainties.

     Because Commission regulations for small business issuers do not require
as much disclosure as would otherwise be required, this item is not as
extensive as it might otherwise be.  The Company fits within the small
business category because, among other reasons, the Company had nominal
revenues from operations during the fiscal year.

Plan of Operation

     The Company's goal and ultimate objective is to generate recurring cash
flow by establishing long-term business opportunities.  The uncertainty of
future events, however, presently limits Tintic Gold's ability to provide any
assurances regarding its ability to implement such a plan, raise financial
resources, or undertake these or any other business activities.

     During the next twelve to eighteen months, and assuming that the Company
does NOT complete the proposed acquisition transaction with Zer
Communications, Ltd., the Company will actively seek out and investigate
possible business opportunities with the intent to acquire or merge with one
or more business ventures.  This includes but is not limited to doing what it
believes is necessary to further explore its mining properties, properties
that it believes may be valuable.  Because the Company lacks substantial cash
and other capital resources, it may be necessary for the officers and
directors to either advance funds to the Company or to accrue expenses until
such time as a successful business combination or consolidation can be made.

     Management no longer believes that the Company can satisfy its minimal
cash requirements from current cash on hand to continue required business
operations.  These operations include costs and fees necessary to maintain the
Company's compliance and filing obligations with the Commission as a
"reporting company."  Instead, if the proposed transaction with Zer does NOT
close at some time in the near or immediate future, the Company's officers and
directors will need to advance the Company the necessary funds to fulfill and
continue its reporting obligations.  The Company does NOT have sufficient
other funds of its own to finance any mining exploration operations, or to
make any capital improvements to its properties.

     If and when the funds are available for such purpose, management believes
that further exploration on the Company's patented mining claims may be
warranted, even though they cover a relatively small number of acres for the
following reasons: First, to the best knowledge of current management, the
basic geology and other reports and information concerning the property show
that the property has good potential for mining.  Second, to the best
knowledge of current management, there has been limited comprehensive
exploration, to date, of the property's mineralization other than by means of
what exploration has been done in the Emerald Mine.  Third, worldwide and in
                                25
<PAGE>
the U.S., major ore bodies have been found on property encompassing fewer
acres than that which Tintic Gold encompasses.  Consider, for purposes of
comparison only, the El Indio deposit in Peru and the Orphan Mine in Arizona,
each of which is approximately 20 acres.

     Should the Company be unable to raise a significant amount of additional
working capital in the next eighteen months, it more than likely would not
have sufficient funds, or access to sufficient funds, for exploration work.
As a result, Tintic Gold's plan of operation depends largely on its ability to
cultivate financial resources and business arrangements with investors and
larger and better-capitalized mining or exploration companies.

     Management intends to hold expenses to a minimum and to obtain expert or
other services on a contingency basis when possible.  The Company's directors
and officers hope to defer payment of any additional compensation or
remuneration until such time as an acquisition or merger of some kind can be
accomplished, if any.  At present, no such additional compensation or
remuneration is owed.  During 2003, the Company engaged the services of a
consultant who has already rendered substantial services to the Company during
2003 in connection with the proposed Zer transaction.  In this regard, such
consultant received 55,556 shares under the Company's 2003 Plan, shares that
have not yet been physically issued but which will be physically issued at
such time as the Company registers such shares on Form S-8.

     As of December 31, 2002, the Company made no arrangements or definitive
agreements to use outside advisors or consultants or to raise any capital.  As
stated elsewhere herein, in the event the Company does need to raise capital,
most likely the only method available to the Company would be the private sale
of its securities.  Because of the Company's current nominal operations, it is
unlikely that it could make a public sale of securities or be able to borrow
any significant sum from either a commercial or private lender.  Once again,
there can be no assurance that the Company will be able to obtain additional
funding when and if needed, or that such funding, if available, can be
obtained on terms acceptable to the Company.

     Because the Company's current cash situation is low, management has
expressed a willingness to advance the Company the funds necessary to maintain
its reporting obligations for at least the next 18 to 24 months.

     The Company does not intend to use or hire any employees, with the
possible exception of part-time clerical assistance on an as-needed basis.
Outside advisors or consultants will be used only if they can be obtained for
minimal cost or on a deferred payment basis.  Management is confident that it
will be able to operate in this manner and to continue its search for business
opportunities during the next eighteen months.

     The Company's business plan is directed primarily toward seeking out
business opportunities and also pursuing the eventual and possible exploration
of its patented mining claims.  The mineral interests and rights with respect
to these claims are believed to represent durable value for exploration as
Tintic Gold owns these patented mining claims in fee simple.
                                26
<PAGE>
ITEM 7.       FINANCIAL STATEMENTS.

                    TINTIC GOLD MINING COMPANY
                  (An Exploration Stage Company)


                        TABLE OF CONTENTS

                                                                         Page

  Report of Independent Certified Public Accountants                     F-1

  Balance Sheets - December 31, 2002 Pro Forma (Unaudited) and
     December 31, 2002 and 2001                                          F-2

  Statements of Operations for the Years Ended December 31, 2002
     and 2001 and for the Period from December 31, 1997 (Date of
     Inception of the Exploration Stage) through December 31, 2002       F-3

  Statements of Stockholders' Equity for the Period from December 31,
     1997 through December 31, 2000 and for the Years Ended December 31,
     2001 and 2002                                                       F-4

  Statements of Cash Flows for the Years Ended December 31, 2002,
     and 2001 and for the Period from December 31, 1997 (Date of
     Inception of the Exploration Stage) through December 31, 2002       F-5

  Notes to the Financial Statements                                      F-6



<PAGE>
       HANSEN, BARNETT & MAXWELL
      A Professional Corporation
     CERTIFIED PUBLIC ACCOUNTANTS

                                                           (801) 532-2200
                                                         Fax (801) 532-7944
                                                     5 Triad Center, Suite 750
                                                    Salt Lake City, Utah 84180
                                                           www.hbmcpas.com


            REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

To the Board of Directors and Stockholders
Tintic Gold Mining Company

We have audited the accompanying balance sheets of Tintic Gold Mining Company
(an exploration stage company) as of December 31, 2002 and 2001, and the
related statements of operations, stockholders' equity and cash flows for the
years then ended, and for the period from December 31, 1997 (date of inception
of the exploration stage) through December 31, 2002. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

We conducted our audits in accordance with auditing standards generally
accepted in the United States of America. Those standards require that we plan
and perform the audits to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Tintic Gold Mining Company as
of December 31, 2002 and 2001, and the results of its operations and cash
flows for the years then ended, and for the period December 31, 1997 (date of
inception of the exploration stage) through December 31, 2002 in conformity
with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 1 to the
financial statements, the Company has suffered recurring losses from
operations. During the year ended December 31, 2002 and 2001, the Company has
no revenue sources, had net losses of $34,774 and $35,530, used $10,305 and
$22,196 of cash in operating activities, respectively. These matters raise
substantial doubt about the Company's ability to continue as a going concern.
Management's plans in regard to these matters are also described in Note 1.
The financial statements do not include any adjustments relating to the
recoverability and classification of asset carrying amounts or the amount and
classification of liabilities that might result should the Company be unable
to continue as a going concern.


                                  HANSEN, BARNETT & MAXWELL
Salt Lake City, Utah
March 20, 2003

                               F-1
<PAGE>
<TABLE>
                    TINTIC GOLD MINING COMPANY
                  (An Exploration Stage Company)
                          BALANCE SHEETS
<CAPTION>
                                    December 31,
                                       2002         December 31, December 31,
                                    Pro Forma-
                                      Note 2            2002          2001
                                    (Unaudited)
<S>                                 <C>              <C>          <C>
                              ASSETS

Current Assets
         Cash                         $  19,555        $  19,555   $   29,860
         Income tax refund receivable         -                -        3,876
                                      ---------        ---------   ----------
            Total Current Assets         19,555           19,555       33,736
                                      ---------        ---------   ----------
Total Assets                          $  19,555        $  19,555   $   33,736
                                      =========        =========   ==========

               LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities
         Accounts payable             $     400        $     400   $    3,284
                                      ---------        ---------   ----------
            Total Current Liabilities       400              400        3,284
                                      ---------        ---------   ----------

Commitments and Contingencies-Note 7

Stockholders' Equity
         Common Stock - $0.001 par
         value; 10,000,000 shares
         authorized; shares
         outstanding 952,567 pro forma
         415,956 at December 31, 2002
         and 281,803 at December 31,
         2001                               953              416          282
         Additional paid-in capital     130,158           78,036       54,693
         Deficit accumulated from
         December 31, 1997, date of
         quasi-reorganization)         (111,956)         (59,297)     (24,523)
                                      ---------        ---------   ----------
            Total Stockholders' Equity   19,155           19,155       30,452
                                      ---------        ---------   ----------
Total Liabilities and Stockholders'
Equity                                $  19,155        $  19,155   $   33,736
                                      =========        =========   ==========
</TABLE>
The accompanying notes are an integral part of these financial statements.
                               F-2
<PAGE>
<TABLE>
                    TINTIC GOLD MINING COMPANY
                  (An Exploration Stage Company)
                     STATEMENTS OF OPERATIONS

<CAPTION>
                                                           For the Period From
                                                            December 31, 1997
                                 For the Years           (Date of Inception of
                                 Ended December 31,     the Exploration Stage)
                                  2002         2001  Through December 31, 2002
<S>                               <C>        <C>          <C>
Income
  Interest and dividend income     $     340  $  1,670     $     8,592
  Gain (loss) on sale of marketable
  securities                               -      (604)          8,084
                                   ---------  --------     -----------
         Total Income                    340     1,066          16,676

General and Administrative Expenses  (35,114)  (40,472)        (77,181)
                                   ---------  --------     -----------
Loss Before Income Taxes             (34,774)  (39,406)        (60,505)

Benefit from Income Taxes                  -     3,876           1,208
                                   ---------  --------     -----------
Net Loss                           $ (34,774) $(35,530)    $   (59,297)
                                   =========  ========     ===========
Basic Earnings (Loss) Per Share    $   (0.12) $  (0.15)
                                   =========  ========
Weighted-average common shares
outstanding                          281,803   231,797
                                   =========  ========
Supplemental pro forma loss
(unaudited)                        $ (87,433)
                                   =========

Basic supplemental pro forma loss
per common share (unaudited)       $   (0.09)
                                   =========
Supplmental pro forma weighted-
average common shares outstanding
(unaudited)                          952,567
                                   =========
</TABLE>
The accompanying notes are an integral part of these financial statements.
                               F-3
<PAGE>
<TABLE>
                    TINTIC GOLD MINING COMPANY
                  (An Exploration Stage Company)
                STATEMENTS OF STOCKHOLDERS' EQUITY
<CAPTION>
                                                               Additional
                                           Common Stock          Paid-In
                                        Shares     Amount        Capital
<S>                               <C>           <C>          <C>
Balance - December 31, 1997
  (Date of Inception of the
  Exploration Stage)                    231,797    $     232   $  39,743

Net Income for December 31, 1997
  through December 31, 2000                   -            -           -

Unrealized losses on available-
  for-sale securities, net of tax             -            -           -
                                      ---------    ---------   ---------
Balance - December 31, 2000             231,797          232      39,743

Stock issued for services in
December 2001 at $0.30 per share         50,006           50      14,950

Net loss                                      -            -           -

Unrealized gains on available-
  for-sale securities, net of tax             -            -           -

Comprehensive loss                            -            -           -
                                      ---------   ----------   ---------
Balance December 30, 2001               281,803          282      54,693
                                      ---------   ----------   ---------
Stock issued for services December
31, 2002, $0.175 per share              134,153          134      23,343

Net loss                                      -            -           -
                                      ---------   ----------   ---------
Balance December 31, 2002               415,956   $      416   $  78,036
                                      =========   ==========   =========
</TABLE>
CONTINUED
<TABLE>

                    TINTIC GOLD MINING COMPANY
                  (An Exploration Stage Company)
           STATEMENTS OF STOCKHOLDERS' EQUITY (CONTINUED)
<CAPTION>

                                                    Unrealized
                                    Deficit       Gains (Losses)
                                 Accumulated       on Available-     Total
                                   During the        for-Sale    Stockholders'
                               Exploration Stage    Securities      Equity
<S>                                <C>           <C>            <C>
Balance-December 31, 1997
  (Date of Inception of the
  Exploration Stage)                $        -    $          -   $     39,975

Net Income for December 31, 1997
  through December 31, 2000             11,007               -         11,007

Unrealized losses on available-
  for-sale securities, net of tax            -            (278)          (278)
                                    ----------    ------------   ------------
Balance-December 31, 2000               11,007            (278)        50,704

Stock issued for services in
December 2001 at $0.30 per share             -               -         15,000

Net loss                               (35,530)              -        (35,530)

Unrealized gains on available-
  for-sale securities, net of tax            -             278            278

Comprehensive loss                           -               -        (35,252)
                                    ----------   -------------   ------------
Balance December 30, 2001              (24,523)              -         30,452

Stock issued for services December
31, 2002, $0.175 per share                   -               -         23,477

Net loss                               (34,774)              -        (34,774)
                                    ----------   -------------   ------------
Balance December 31, 2002           $  (59,297)  $           -   $     19,155
                                    ==========   =============   ============
</TABLE>
The accompanying notes are an integral part of these financial statements.
                               F-4
<PAGE>
<TABLE>
                    TINTIC GOLD MINING COMPANY
                  (An Exploration Stage Company)
                     STATEMENTS OF CASH FLOWS

<CAPTION>

                                                             For the Period
                                                           From December 31,
                                                             1997 (Date of
                                                             Inception of the
                                           For the Years    Exploration Stage)
                                         Ended December 31,  Through December
                                          2002       2001        31, 2002
<S>                                  <C>          <C>       <C>
Cash Flows From Operating Activities
  Net loss                            $  (34,774)  $ (35,530) $ (59,297)
  Adjustments to reconcile net loss
  to net cash used in operating
  activities:
    Stock issued for services             23,477      15,000     15,000
    Loss (gain) from sale securities           -         604     (8,086)
  Changes in operating assets and
  liabilities:
    Income tax refund receivable           3,876      (3,876)         -
    Accounts payable                      (2,884)      2,484        300
    Deferred income taxes                      -         135          -
    Income taxes payable                       -      (1,013)      (565)
                                      ----------    --------  ---------
Net Cash Used In Operating Activities    (10,305)    (22,196)   (29,171)
                                      ----------    --------  ---------
Cash Flows From Investing Activities:
    Purchase of available-for-sale
    securities                                 -           -     (7,609)
    Proceeds from sale of available-for-
    sale securities                            -       7,005     23,962
                                      ----------   ---------   --------
Net Cash Provided by Investing
Activities                                     -       7,005     16,353
                                      ----------   ---------   --------
Net Decrease in Cash                     (10,305)    (15,191)   (12,818)

Cash at Beginning of Period               29,860       45,051    32,373
                                      ----------   ---------   --------
Cash at End of Period                 $   19,555   $  29,860   $ 19,555
                                      ==========   =========   ========

Supplemental Disclosures of Cash Flow Information:
  Cash paid during the period for
  income taxes                        $      100   $   1,113   $  3,465
                                      ==========   =========   ========
</TABLE>
The accompanying notes are an integral part of these financial statements.
                               F-5
<PAGE>
                    TINTIC GOLD MINING COMPANY
                  (An Exploration Stage Company)
                  NOTES TO FINANCIAL STATEMENTS

NOTE 1 -- ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

History and Nature of Business   Tintic Gold Mining Company (the "Company")
was incorporated in the State of Utah on June 14, 1933.  The Company was
incorporated for the purpose of mining, milling, ore reducing, and smelting.
At the time of its incorporation, the Company acquired certain patented mining
claims from the Emerald Mining Company, which mining claims the Company
continues to own. These mining claims are located in the Tintic Mining
District of Juab County, Utah. Prior to December 31, 1997, the Company was
dormant.  The Company is considered an exploration stage company; however, the
Company does not have any current mining exploration, development or
production activities on its existing properties.  The Company intends to
develop its existing properties in the future and to acquire additional mining
properties that contain potential exploration and development.

Quasi-Reorganization   On June 21, 2001, a majority of the shareholders of the
Company approved a quasi-reorganization of the Company, retroactive to
December 31, 1997. On June 21, 2001, the Company amended its articles of
incorporation to reduce the par value per share from $0.10 to $0.001. As a
result of the quasi-reorganization, the common stock of the Company was
written down to its par value of $0.001 per share, the accumulated deficit of
$191,797 was eliminated, and additional paid-in capital was adjusted to
reflect the difference between the historical cost of existing assets and
liabilities as of December 31, 1997.  The financial statements have been
restated for all periods presented to reflect the change in par value per
share.

Business Condition   As shown in the accompanying financial statements, the
Company incurred losses of $34,774 and $35,530 and used cash in operations of
$10,305 and $22,196 during the years ended December 31, 2002 and 2001,
respectively.  General and administrative expenses have continued to be a
significant drain on the Company's resources and have consisted of activities
to raise additional financing and to locate a merger candidate.  However, no
additional financing has been raised as of December 31, 2002 or subsequently.
For the period from December 31, 1997 (date of inception of the exploration
stage) through December 31, 2002, income has been generated solely from
interest and dividends earned on cash, cash equivalents and available-for-sale
securities and from net gains on the sale of marketable securities.
Management anticipates that only nominal capital will be needed to maintain
its corporate status and additional financing necessary will not likely be
required from outside sources for that purpose.  The Company's ability to
reach planned operations is dependent upon its ability to obtain additional
debt or equity financing, to generate sufficient cash flow from mining
operations, and ultimately to attain profitable operations.

Use of Estimates   The preparation of financial statements in conformity with
accounting principles generally accepted in the United States of America
requires management to make estimates and assumptions that affect certain
reported amounts and disclosures.  Actual results could differ from those
estimates.

Stock-Based Compensation   Compensation or services that are received in
exchange for the issuance of common stock is recognized based on the fair
value of the services received or the fair value of the common stock issued,
which ever is more reliably measured.

Basic Loss Per Share   Basic loss per common share is computed by dividing net
loss by the weighted-average number of common shares outstanding during the
period.
                               F-6
<PAGE>
                    TINTIC GOLD MINING COMPANY
                  (An Exploration Stage Company)
                  NOTES TO FINANCIAL STATEMENTS

NOTE 2 -- UNAUDITED PRO FORMA STOCKHOLDER'S EQUITY

On February 3, 2003, the Company issued 536,611 shares of common stock to
members of the board of directors, the Company's legal counsel and
shareholders for services rendered during the first two months of 2003.  There
was no valued market trades upon which a fair value of the shares issued could
be measured; therefore, the board of directors determined that the fair value
of the stock issued was $53,661 or $0.10 per share. The accompanying unaudited
pro forma balance sheet presents the effect of the February 3, 2003 issuance
as if it had occurred on December 31, 2002. The supplemental pro forma
information included in the accompanying statement of operations for the year
ended December 31, 2002 reflects the effects of the February 3, 2003 issuance
as if it had occurred on January 1, 2002.

NOTE 3 -- LOSS ON SALE OF MARKETABLE SECURITIES AND OTHER COMPREHENSIVE INCOME
Marketable equity securities are classified as available-for-sale and are
stated at fair value. During the year ended December 31, 2001, all marketable
securities held by the Company were sold.  Proceeds from sales of securities
and the resulting gross realized gains and losses were as follows:


                                                For the Years Ended
                                                     December 31,
                                                2002           2001
  Proceeds from sales of securities           $    -      $  7,005
                                              ======      ========
  Gross realized losses                       $    -      $   (604)
                                              ======      ========

Other comprehensive income during the year ended December 31, 2001 consisted
of the change in net unrealized holding gain on securities available for sale
and their related income tax benefit as follows:

                                      Before-Tax      Tax      Net-of-Tax
                                        Amount      Benefit      Amount

For the Year Ended December 31, 2001
  Unrealized net holding losses       $     (260)  $     50    $    (210)
  Reclassification adjustment for net
  holding gains included in net loss
  from operations                            604       (116)         488
                                      ----------   --------    ---------
       Other Comprehensive Income     $      344   $    (66)   $     278
                                      ==========   ========    =========

NOTE 4 -- INCOME TAXES

Deferred income taxes are recognized for operating loss carryforwards as
follows:

                                                        December 31,
                                                  2002            2001

  Operating loss carryforwards                $    9,967    $    3,273
  Valuation allowance                             (9,967)       (3,273)
                                              ----------    ----------
  Total Deferred Tax Asset                    $        -    $        -
                                              ==========    ==========
                               F-7
<PAGE>
                    TINTIC GOLD MINING COMPANY
                  (An Exploration Stage Company)
                  NOTES TO FINANCIAL STATEMENTS

The components of the tax benefit from income taxes were as follows:
                                                        For the Years Ended
                                                            December 31,
                                                        2002          2001
    Current - Federal                                $      -     $  (3,445)
            - State                                         -          (431)
                                                     --------     ---------
   Benefit from Income Taxes                         $      -     $  (3,876)
                                                     ========     =========

The following is a reconciliation of income tax expense to the amount computed
using the federal statutory rate:
                                                        For the Years Ended
                                                            December 31,
                                                         2002         2001
Tax at federal statutory rate (15%)                     $(5,216)  $ (5,911)
State income taxes, net of federal benefit               (1,148)    (1,675)
Adjustment to prior years' tax                              715        437
Change in valuation allowance                             5,979      3,273
                                                        -------   --------
Benefit from Income Taxes                               $     -   $ (3,876)
                                                        =======   ========

The Company has available net operating loss carryforwards of $48,061 and
expiring through 2022. During 2001 and 2002, the Company utilized $22,367 and
$3,713 in net operating loss carry back, respectively.

NOTE 5 -- COMMON STOCK

On January 17, 2003, the board of directors approved a one share for ten
shares reverse stock split.  The total number of shares outstanding
immediately following the reverse stock split was 281,803.  The financial
statements have been retroactivity restated for the effects of the reverse
stock split for all periods presented.

Members of the board of directors, the Company's legal counsel and
shareholders performed services during 2002 for which the Company issued
134,153 shares of common stock on February 3, 2003.  There was no valued
market trades upon which fair value of the shares issued could be measured;
therefore, the board of directors determined that fair value of the stock
issued and the services rendered was $23,477, or $0.175 per share.

In December 2001, the Company issued 50,006 shares of common stock to three
members of the board of directors, and to the Company's legal counsel for
services performed during 2001.  There was no valued market trades upon which
a fair value of the shares issued could be measured; therefore, the board of
directors determined that the fair value of the stock issued and the services
rendered was $15,000, or $0.30 per share.
                               F-8
<PAGE>
                    TINTIC GOLD MINING COMPANY
                  (An Exploration Stage Company)
                  NOTES TO FINANCIAL STATEMENTS


NOTE 6 -- STOCK AWARD AND OPTION PLANS

The Company has approved two stock option and stock award plans and has issued
fully vested common stock during 2001, 2002 and subsequently during 2003 under
both plans as well as outside of the plans as described here and in Note 5.
The Company has not granted any stock options under these plans.

On January 15, 2002, the board of directors approved and adopted the "2002
Stock Option/Stock Issuance Plan" (the "2002 Plan") with a maximum of 100,000
shares of common stock reserved for issuance under the Plan. The 2002 Plan
provides for both the direct award and sale of shares and for the grant of
options to purchase shares. Under the Plan, the board of directors determines
which eligible persons are to receive incentive options or non-statutory
grants or stock issuances in accordance with the Plan. The board of directors
also determine the exercise price per share of options granted. The option
terms shall not exceed ten years from the option grant date.  Of the 134,153
common shares issued as described in Note 5, 25,000 common shares were awarded
under the 2002 Plan.

During February 2003, the board of directors adopted the 2003 Stock
Option/Stock Issuance Plan (the "2003 Plan"): a plan that is substantially
similar to the 2002 Plan. The 2003 Plan provides for the issuance of a maximum
of 645,764 shares of common stock. On February 3, 2003, all 645,764 common
shares available under the Plan were issued; 109,153 common shares were issued
for services received during 2002 and 536,611 shares were issued for services
received in 2003.

NOTE 7   COMMITMENTS AND CONTINGENCIES

Within the last year, the Utah Department of Environmental Quality has
conducted soil sampling in the town of Mammoth, Utah, in an area adjacent to
the Company's mining claims.  Those samples indicate elevated contaminated
metals levels.  The nearby Mammoth mine had significant workings and
production in the past, while the Company's properties have never been
worked.  The source of the elevated contaminants is unclear.  No claims have
been made against the Company nor has anyone asserted that the Company is a
responsible party. The Environmental Protection Agency has listed Eureka,
Utah, as a "superfund" clean-up site.  While the Company's properties are in
the same overall mining district as Eureka, Utah, the Company does not expect
the Eureka, Utah, superfund cleanup project will expand to include either the
Mammoth area or the Company's properties.  The Company is also not aware of
any state or federal agency's plan or intention to do any environmental clean-
up or other work to or with any property located in or near Mammoth or the
Company's properties.

During 1980, a former president of the Company entered into an agreement with
the Company whereby he settled a note due from the Company and relinquished
his direct control of the Company. Among other consideration, the Company
conveyed to the former president a 3% net smelter return on any ores sold from
its historical patented mining claims held, plus surface rights. The Company
retained rights to enter and exit the property for exploration and mining
activity.
                               F-9
<PAGE>
                    TINTIC GOLD MINING COMPANY
                  (An Exploration Stage Company)
                  NOTES TO FINANCIAL STATEMENTS


NOTE 8 -- SUBSEQUENT EVENT

As described in Note 2   Unaudited Pro Forma Stockholder's Equity, on February
3, 2003, the Company issued 536,611 shares of common stock at $0.10 to members
of the board of directors, the Company's legal counsel and shareholders for
services performed during 2003.

As described in Note 5   Common Stock, on February 3, 2003, the Company issued
134,153 shares of common stock at $0.175 to board of directors, the Company's
legal counsel and shareholders for services preformed during 2002.

On February 3, 2003 the Company formed Tintic Gold Mining Company (Tintic
Nevada), a wholly-owned Nevada corporation. The Company has subscribed to
281,803 common shares of Tintic Nevada, but has not yet consummated the
subscription transaction.
                               F-10
<PAGE>
ITEM 8.       CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.

     None.

                            Part III

ITEM 9.   DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT.

     DIRECTORS.  According to Article VI of the Company's Restated Articles of
Incorporation, a copy of which is attached as Exhibit 3.1(iv) to the Company's
Form 10-SB registration statement, the Company shall be managed by a board of
directors of a minimum of three (3) persons.  Each director shall hold not
less than 100 shares of stock of the Company in order to be eligible to hold
the office of director.

     Under the Company's Articles and Bylaws, the directors are elected to
serve until the next annual shareholders' meeting or until their respective
successors are elected and qualify.  Interim replacements for vacancies on the
Board of Directors are appointed by the remaining, incumbent directors.  No
director that was appointed or elected during any of the past five fiscal
years has declined to serve, and none has been found unable or unfit to serve,
the only exception being Mr. Ernest Muth, a former officer and director who
voluntarily chose to resign from the Board and as the Company's vice president
on December 20, 2001.  See the Form 8-K filed by the Company on or about
December 28, 2002.

     EXECUTIVE OFFICERS.  The Company's officers hold office until the meeting
of the Board of Directors immediately following the next annual shareholders'
meeting or until removal by the Board of Directors.  Tintic Gold's Bylaws
specify that its officers shall be a president, one or more vice presidents, a
secretary and a treasurer.  Interim replacements for officers that have
resigned or been terminated are appointed by the Board of Directors.  The
following sets forth pertinent information about each of Tintic Gold's
directors and executive officers:

     The current directors and officers of Tintic Gold are as follows:

Name                        Age       Position
------------------        -------     -----------------------------------
George Christopulos           53      President, Chief Executive Officer,
                                      Director (Chairman of the Board)

Hugh Coltharp                 51      Secretary/Treasurer and Director

Jack Coombs                   76      Director and Vice President


     Mr. CHRISTOPULOS is currently employed by the Salt Lake County Assessor's
office as a commercial real estate appraiser.  He received a B.S. degree in
Accounting from the University of Utah in 1974, graduating cum laude.  He has
been the chairman of the board and the president of the Company since 1982.
He is NOT currently an officer, director or "control person" of any other
"reporting company."
                                27
<PAGE>
     Mr. COLTHARP is a retired stockbroker, formerly of Potter Investment
Company, a local stock brokerage firm, who currently buys, sells and restores
antique cars.  He has been a director of the Company longer than any other
director, having become a director in 1980.  He is NOT currently an officer,
director or "control person" of any other "reporting company."

     Mr. COOMBS is a retired Salt Lake City businessman and private investor.
Mr. Coombs graduated from the University of Utah in 1950 with a B.S. degree in
business administration.  He has been involved with other exploratory mining
companies in the past.  Mr. Coombs served as an officer and director of a
company known as Vis Viva Corporation, a "reporting company" now known as
WideBand Corporation and which trades on the OTC Bulletin Board under the
symbol ZWBC.OB.  He is NOT currently an officer, director or "control person"
of any other "reporting company."

     The Company does not believe that any of its officers or directors come
within the definition of a "promoter" as defined in Rule 405 of the General
Rules and Regulations of the Commission, 17 CFR Section 230.405.

     The Company denies that any person other than those persons identified
above "controls", or has the power to "control," the Company as contemplated
in the "control person" provisions of both state and federal securities laws
and as the word "control" is further defined in Rule 405.

     No officer or director has been involved, directly or indirectly, in any
bankruptcy or insolvency proceeding of any kind.  None is currently involved
in any litigation nor has any been involved in any litigation that would have
a bearing on any such person's fitness or other ability to act and serve as a
director or officer of the Company.

     No arrangement or understanding exists between or among any of the
directors or executive officers and any other person pursuant to which any
director was elected, or any executive officer was appointed.  None of the
Company's directors or officers are currently directors or officers of any
other company registered under the Securities Exchange Act of 1934.

     Each director and executive officer intends to devote such amount of time
as that person's responsibilities require, but none of them work full time for
the Company.  Also, no family relationship exists among any of the named
directors and executive officers.  None of the directors or officers has ever
been employed by a mining company and none has any college or university
degree involving or relating to mining.

     None of the Company's directors, officers, or principal shareholders has
been involved in any legal proceeding during the past five (5) years arising
from any of the following events that would be material in evaluating the
ability or integrity of any such person: (1) any bankruptcy petition filed by
or against any business of which such person was a general partner or
executive officer either at the time of the bankruptcy or within two years
prior to that time; (2) any conviction in a criminal proceeding or being
subject to a pending criminal proceeding (excluding traffic violations and
other minor offenses); (3) being subject to any order, judgment, or decree,
not subsequently reversed, suspended or vacated, of any court of competent
jurisdiction, permanently or temporarily enjoining, barring, suspending or
otherwise limiting that person's involvement in any type of business,
securities or banking activities; and (4) being found by a court of competent
jurisdiction (in a civil action), the Commission, or the Commodity Futures
Trading Commission to have violated a federal or state securities, or
commodities law and the judgment has not been reversed, suspended, or vacated.
                                28
<PAGE>
     BOARD MEETINGS.  Pursuant to Utah law, the Board of Directors conducted
all of its business and approved all corporate action during fiscal 2002 by
the unanimous consent of all its members, in the absence of formal Board
meetings.

     STANDING AUDIT AND COMPENSATION COMMITTEES; NO OTHER COMMITTEES.  The
Board of Directors has not established Compensation or Audit Committees.  At
present, the Board does not have a nominating committee, or any other Board
committees.  Under the Stock Option/Stock Issuance Plan that the Company
adopted by the Company and discussed in its last Annual Report on Form 10-KSB,
the Board must nominate and appoint a Committee and a Plan Administrator to
oversee and administer the Plan.  To date, the Board has not done such.

     COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT OF 1934.
Section 16(a) of the Securities and Exchange Act of 1934 requires officers,
directors, and persons who own more than ten percent (10%) of the Issuer's
common stock to file initial reports of beneficial ownership and to report
changes in such ownership with the Commission and the NASD.  These persons are
also required to furnish the Company with copies of all Section 16(a) forms
they file.  These requirements commenced upon the effective date of the
Company's registration statement which was November 19, 2001.  Therefore, as
of the date of this Annual Report on Form 10-KSB, these persons have been
subject to the requirements of Section 16(a).  Tintic Gold has informed these
persons of their obligations under Section 16(a).  Further, the Company has
set up a procedure whereby periodically it will (i) notify these persons of
their Section 16(a) obligations; (ii) review the copies of Forms 3, 4, and 5
that these persons furnish to the Company; (iii) request written
representations from them that no other transactions were required; and (iv)
make a determination that the pertinent officers, directors and principal
shareholders have complied with all applicable Section 16(a) requirements
during the fiscal year.

The Company's officers and directors intend to timely file Form 4's reporting
their increased holdings as disclosed elsewhere in this document.

     DIRECTOR AND OFFICER LIABILITY LIMITATION.  The Company's Restated
Articles of Incorporation and Bylaws, both of which were exhibits to the
Company's registration statement on Form 10-SB, limit the personal liability
of directors, officers and the Company's shareholders to the full extent
allowed by Utah law.  This is a risk factor that an investor or potential
investor should consider because it means that a disgruntled or injured
investor's remedies may not be as significant or meaningful as might otherwise
be the case in the absence of these statutory and common law protections.  See
also Risk Factor No. 9 in the beginning of this document above titled
"Indemnification of Officers and Directors."

ITEM 10.   EXECUTIVE COMPENSATION

     COMPENSATION OF EXECUTIVE OFFICERS AND DIRECTORS.  Because Tintic Gold's
officers and directors are the same persons, the Company is discussing both
categories of persons together under this disclosure item.  This includes
those persons referred to under Item 402 of Regulation S-B as "Named Executive
Officers."

     Other than as set forth in the Company's 2002 and 2003 Stock Option/Stock
Issuance Plans("Plans") discussed in detail above, the Company does NOT have
any contracts with or contractual arrangements for compensation of directors
or officers.  The Company also does NOT pay any monetary fees or other form of
cash compensation for their services.  Directors and officers are entitled to
                                29
<PAGE>
receive reimbursement of out-of-pocket expenses incurred by them on behalf of
the Company.  Because none of the Company's officers or directors, during any
of the last three (3) fiscal years, received individual total annual salary
and bonus in excess of $100,000 for any fiscal year, the Company has NOT
included a table under this item describing such compensation as would
otherwise be required.  Such compensation, if it had occurred, would include
the dollar value of base salaries and bonus awards, the number and value of
stock options granted, and any other compensation, if any, none of which
occurred other than those 134,153 shares issued to officers, directors and
counsel for services rendered by them during the fiscal year ended December
31, 2002.

     Because the Company has just only recently incorporated a subsidiary in
the State of Nevada with the same name, no officer or director simultaneously
served during the fiscal year or any of the prior two (2) fiscal years as an
officer or director of any subsidiary.  As a result, there is no compensation
received by any such person from a subsidiary to disclose.

     ADOPTION OF A 2002 AND 2003 STOCK OPTION/STOCK ISSUANCE PLANS.  Reference
is made to the subsection in Item 1, Part 1 above titled "ADOPTION OF 2002 AND
2003 STOCK OPTION/STOCK ISSUANCE PLANS."

     NO RETIREMENT, PENSION OR PROFIT SHARING PLANS.  At present, directors
and officers do NOT receive any award of options, warrants, or stock
appreciation rights (SAR's) for their service.  There are no retirement,
pension, or profit sharing plans for the benefit of officers, directors or key
employees as of the date of this filing.

     OPTION/STOCK APPRECIATION RIGHTS (SAR) GRANTS TABLE.  This table has been
omitted because there has been no compensation awarded in the form of options
or SAR's awarded to, earned by, or paid to any Company officer or director
during any pertinent fiscal year as required to be covered by such a table.

     AGGREGATED OPTION/STOCK APPRECIATION RIGHTS (SAR) EXERCISES AND FISCAL
YEAR-END OPTION/SAR VALUE TABLE.  This table has been omitted because there
has been no compensation in the form of options or SARs awarded or paid to, or
earned, exercised, or retained by, any Company officer or director during any
pertinent fiscal year as required to be covered by such a table.

     LONG-TERM INCENTIVE PLAN (LTIP) AWARDS TABLE.  This table has been
omitted because there has been no compensation in the form of long-term
incentive awards that have been granted or paid to, or earned, exercised, or
retained by, any Company officer or director during any pertinent fiscal year
as required to be covered by such a table.

ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

     The following table sets forth the beneficial ownership of the Company's
common stock with respect each person known to be the owner of 5% or more of
the common capital stock of the Company, each director, each officer, and all
executive officers, directors and 5% or greater shareholders of the Company as
a group.  As of December 31, 2002, there were 415,956 common capital shares
issued and outstanding, a figure that includes the 134,153 shares that the
board of directors unanimously authorized, on February 3, 2003, to be issued
                                30
<PAGE>
to four individuals for services rendered the Company during 2002.  The
following table takes into account or otherwise reflects the 1 for 10 reverse
split of the Company's shares that took place after year end on February 3,
2003.  The following table does NOT take into account any shares above and
beyond the 134,153 shares that will be issued in the future and booked as
earned in fiscal 2003, for services rendered by any of the following persons
pursuant to the Company's 2003 Plan:

                                                                 Percent of
                                    Number of Shares of          Ownership of
                                      Common Stock               Common Stock
Name of Beneficial Owner            Beneficially* Owned          Outstanding
----------------------------       ---------------------         ------------
George Christopulos (1)
3131 Teton Drive
Salt Lake City, Utah 84109              86,687(2)                  20.84%

Hugh Coltharp (3)
1478 Roosevelt Avenue
Salt Lake City, Utah 84105               8,930(4)                   2.14%

Jack Coombs (5)
2581 East 1300 South
Salt Lake City, Utah 84108              54,628(6)                  13.13%

John Michael Coombs(7)
3098 South Highland Drive, Suite 323    77,445(8)                  18.62%
Salt Lake City, Utah 84106-6001

All 5% or more owners, all
directors and all officers as a
group (3 persons)(9)                     227,690                   54.74%

-------------------------------
*    Beneficial ownership is determined in accordance with the rules and
regulations of the Commission and generally includes voting or investment
power with respect to securities.  Shares of common stock issuable upon the
exercise of options or warrants currently exercisable, or exercisable or
convertible within 60 days of the Company's year end, are also deemed
outstanding for computing the percentage ownership of the person holding such
options or warrants but are not deemed outstanding for computing the
percentage ownership of any other person.

    (1)   Mr. Christopulos is the president of the Company and the chairman
          of the board.  He has been president of the Company since 1982.


    (2)   This figure includes 41,687 shares that Mr. Christopulos has held
          prior to fiscal 2002.  It further includes an additional 45,000
          shares that Mr. Christopulos acquired from the Company during
          fiscal 2002, pursuant to the Company's 2002 and 2003 Plans, for
          services rendered to the Company.  Mr. Christopulos has manually
          filed a Form 4 with the Commission updating and reporting the
          foregoing increases in his holdings.

    (3)   Mr. Coltharp is the secretary/treasurer of the Company and a
          director.  He became a director in 1980.

    (4)   This figure includes 4,100 shares that Mr. Coltharp has held prior
          to fiscal 2002.  It further includes an additional 4,830 shares
          that Mr. Coltharp acquired from the Company during fiscal 2002,
          pursuant to the Company's 2002 and 2003 Plans, for services
          rendered to the Company.  Mr. Coltharp has manually filed a Form 4
          with the Commission updating and reporting the foregoing increases
          in his holdings.
                                31
<PAGE>
    (5)   Mr. Jack Coombs is a director and the vice president of the
          Company.  He became a director in 1994.  He also acted as a director
          of the Company for a brief time in the early 1980's.

    (6)   This figure includes 30,329 shares that Mr. Jack Coombs has held
          prior to fiscal 2002.  This figure also includes an additional
          24,299 shares that Mr. Coombs acquired from the Company during
          fiscal 2002, pursuant to the Company's 2002 and 2003 Plans, for
          services rendered to the Company.   Mr. Coombs manually filed a
          Form 4 with the Commission updating and reporting the foregoing
          increases in his holdings.

    (7)   Mr. John Michael Coombs has acted as the Company's legal counsel.
          He is not and never has served as an officer or director of the
          Company.  Mr. J.M. Coombs is also the son of director and officer,
          Jack Coombs.

    (8)   This figure includes 17,417 "restricted" shares that Mr. J.M. Coombs
          has held prior to fiscal 2002.  This figure also includes an
          additional 60,028 shares that Mr. Coombs acquired from the Company
          during fiscal 2002, pursuant to the Company's 2002 and 2003 Plans,
          for services rendered to the Company.  Mr. J.M. Coombs is in the
          process of filing a Form 3 initiating himself as a "reporting
          person" for the simple reason that he now owns or controls 10% or
          more of the Company's issued and outstanding shares.  Because a
          prior acquisition of Mr. J.M. Coombs acquisition put him over 5% in
          his holdings, Mr. Coombs last year filed a Schedule 13D with the
          Commission.


     The Company does not believe that any of its officers or directors come
within the definition of a "promoter" as defined in Rule 405 of the General
Rules and Regulations of the Commission, 17 CFR Section 230.405.

     The Company denies that any person other than those persons identified
above "controls", or has the power to "control," the Company as contemplated
in the "control person" provisions of both state and federal securities laws
and as the word "control" is further defined in Rule 405.

ITEM 12.   CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     Certain of the officers and directors of the Company are engaged in other
businesses, either individually or through business entities in which they may
have an interest, hold an office or serve on the boards of directors.  The
directors and officers of the Company also have other business interests to
which they devote a major or significant portion of their time.  Certain
conflicts of interest, therefore, may arise between the Company and its
directors and officers.  Company management believes, however, that these
conflicts can be resolved through the exercise by these individuals of
reasonable judgment consistent with their respective fiduciary duties to the
Company.  The officers and directors of the Company intend to resolve such
conflicts in the best interests of the Company.  Moreover, the officers and
directors will devote their time to the affairs of the Company as they deem
necessary.
                                32
<PAGE>
     The Company has not been a party to any transaction, or proposed
transaction, in which any director, executive officer, or principal
shareholder had or will have a direct or indirect material interest, where:
(1) the amount involved in the transaction or series of similar transactions
exceeds $60,000; or (2) the person's interest arises solely from the ownership
of the Company's securities, and the person receives no extra or special
benefit not shared equally (pro rata) by all holders of the same class of
securities.  In this regard, the dollar value of the 134,153 shares issued to
officers, directors and the Company's counsel for fiscal 2002 totals $23,477.
During the fiscal year, the Company's officers and directors have received a
material benefit, namely, shares of the Company's stock not shared by all
other holders of the same class of securities; however, this is because they
received such stock for services rendered the Company, services not rendered
by any other shareholder or person.

     The Board of Directors of the Company has not adopted or approved any
policy regarding future transactions with related third
parties.

ITEM 13.  EXHIBITS AND REPORTS ON FORM 8-K.

     Reports on Form 8-K.
     --------------------

     None other than on or about May 23, 2002, the Company filed a Form 8-K
announcing a proposed reorganization transaction with Zer Communications Ltd.,
which the Company is still negotiating.

     Exhibits.
     ---------

     The following Exhibits are incorporated by reference as a part of this
Annual Report on Form 10-KSB:

10-KSB Annual Report for the year ended December 31, 2001.

Exhibit 99 of the Company's 10-SB Registration Statement filed with the
Commission on September 19, 2001.

     The following Exhibit is filed as a part of this Annual Report on Form
10-KSB.  In this regard, the Company has elected to file its Section 906
certification under the Sarbanes-Oxley Act at the end of this Annual Report
and not as a separate exhibit.  See the Table of Contents above.

Exhibit
Number           Description*

10        2003 Stock Option/Stock Issuance Plan



     * Summaries of all exhibits contained within this Annual Report are
     modified in their entirety by reference to the foregoing Exhibits.

ITEM 14.  CONTROLS AND PROCEDURES.


     (a)  Evaluation of Disclosure Controls and Procedures.  Our Chief
Executive Officer/Treasurer has evaluated the Company's disclosure controls
and procedures within 90 days prior to the date of this Annual Report, and has
concluded that these controls and procedures are effective.

     (b)  Changes in Internal Controls.  There were no significant changes in
the Company's internal controls or, to the Company's knowledge, in other
factors that could significantly affect its disclosure controls and procedures
subsequent to the evaluation date.
                                33
<PAGE>

                                   SIGNATURES

     In accordance with the provisions of the Securities and Exchange Act
of 1934 and the rules and regulations promulgated thereunder, Tintic Gold
Mining Company has duly caused this Annual Report on Form 10-KSB for its
fiscal year ended December 31, 2002, to be signed on its behalf by the
undersigned, thereunto duly authorized.

                                  TINTIC GOLD MINING COMPANY, Issuer

                                  /s/ George P. Christopulos
                                  ---------------------------------
                                  George P. Christopulos
                                  Chairman of the Board, President, CEO
                                  and Chief Financial Officer (CFO)
                                  Dated:  April 10, 2003



                                  /s/ Hugh N. Coltharp
                                  ---------------------------------
                                  Hugh N. Coltharp
                                  Secretary/Treasurer and director
                                  Dated:  April 10, 2003

                                34
<PAGE>
                    CERTIFICATION PURSUANT TO
          SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

  I, George P. Christopulos, Chairman of the Board, President, CEO and Chief
Financial Officer (CFO) of Tintic Gold Mining Company (the "Registrant"),
certify that:

     1.   I have reviewed this Annual Report on Form 10-KSB of the Registrant;

     2.   Based on my knowledge, this Annual Report does not contain any
untrue statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this Annual Report;

     3.   Based on my knowledge, the financial statements, and other financial
information included in this Annual Report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
Registrant as of, and for, the periods presented in this Annual Report;

     4.   The Registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the Registrant and we have:

     a)   designed such disclosure controls and procedures to ensure that
          material information relating to the Registrant, including its
          consolidated subsidiaries, is made known to us by others within
          those entities, particularly during the period in which this
          Annual Report is being prepared;

     b)   evaluated the effectiveness of the Registrant's disclosure
          controls and procedures as of a date within 90 days prior to the
          filing date of this Annual Report (the "Evaluation Date"); and

     c)   presented in this Annual Report our conclusions about the
          effectiveness of the disclosure controls and procedures based on
          our evaluation as of the Evaluation Date;

     5.   The Registrant's other certifying officer and I have disclosed,
based on our most recent evaluation, to the Registrant's auditors and the
audit committee of Registrant's board of directors (or persons performing the
equivalent function):

     a)   all significant deficiencies in the design or operation of
          internal controls which could adversely affect the Registrant's
          ability to record, process, summarize and report financial data
          and have identified for the Registrant's auditors any material
          weaknesses in internal controls; and
     b)   any fraud, whether or not material, that involves management or
          other employees who have a significant role in the Registrant's
          internal controls; and

     6.   The Registrant's other certifying officer and I have indicated in
this Annual Report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.


                                          /s/ George P. Christopulos
Dated:     April 10, 2003                  ---------------------------------
                                          George P. Christopulos
                                          Chairman of the Board, President,
                                          CEO, and Chief Financial Officer
                                          (CFO)
                                   35
<PAGE>
                   CERTIFICATION PURSUANT TO
          SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

  I, Hugh N. Coltharp, Secretary/Treasurer and a director of Tintic Gold
Mining Company (the "Registrant"), certify that:

     1.   I have reviewed this Annual Report on Form 10-KSB of the Registrant;

     2.   Based on my knowledge, this Annual Report does not contain any
untrue statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this Annual Report;

     3.   Based on my knowledge, the financial statements, and other financial
information included in this Annual Report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
Registrant as of, and for, the periods presented in this Annual Report;

     4.   The Registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the Registrant and we have:

     a)   designed such disclosure controls and procedures to ensure that
          material information relating to the Registrant, including its
          consolidated subsidiaries, is made known to us by others within
          those entities, particularly during the period in which this
          Annual Report is being prepared;
     b)   evaluated the effectiveness of the Registrant's disclosure
          controls and procedures as of a date within 90 days prior to the
          filing date of this Annual Report (the "Evaluation Date"); and

     c)   presented in this Annual Report our conclusions about the
          effectiveness of the disclosure controls and procedures based on
          our evaluation as of the Evaluation Date;

     5.   The Registrant's other certifying officer and I have disclosed,
based on our most recent evaluation, to the Registrant's auditors and the
audit committee of Registrant's board of directors (or persons performing the
equivalent function):

     a)   all significant deficiencies in the design or operation of
          internal controls which could adversely affect the Registrant's
          ability to record, process, summarize and report financial data
          and have identified for the Registrant's auditors any material
          weaknesses in internal controls; and

     b)   any fraud, whether or not material, that involves management or
          other employees who have a significant role in the Registrant's
          internal controls; and

     6.   The Registrant's other certifying officer and I have indicated in
this Annual Report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.


Dated:      April 10, 2003                     s/ Hugh N. Coltharp
                                               ---------------------
                                               Hugh N. Coltharp
                                               Secretary/Treasurer and
                                               director
                                36
<PAGE>
                    CERTIFICATION PURSUANT TO
                     18 U.S.C. SECTION 1350,
                      AS ADOPTED PURSUANT TO
          SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

     In connection with the Annual Report of Tintic Gold Mining Company (the
"Registrant") on Form 10-KSB for the fiscal year ended December 31, 2002, as
filed with the Commission on the date hereof (the "Annual Report"), we, George
Christopulos, CEO, President, and Chairman of the Board of the Registrant, and
Hugh Coltharp, Secretary/Treasurer and a director of the Registrant, certify,
pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002, that, to the best of our knowledge and belief:

     (1) The Annual Report fully complies with the requirements of section
13(a) or 15(d) of the Securities Exchange Act of 1934; and

     (2) The information contained in the Annual Report fairly presents, in
all material respects, the financial condition and result of operations of the
Registrant.

                                            s/ George P. Christopulos
Dated: April 10, 2003
      ---------------                       -------------------------------
                                            George P. Christopulos
                                            Chairman of the Board, President,
                                            CEO, Chief Financial Officer (CFO)


                                            s/ Hugh N. Coltharp
Dated:  April 10, 2003
      ---------------                       -------------------------------
                                            Hugh N. Coltharp
                                            Secretary/Treasurer and director
                                37
<PAGE>