Proxy Statement Pursuant To Section 14(a) Of
The Securities Exchange Act Of 1934

Chief Consolidated Mining Company
15988 Silver Pass Road
P.O. Box 51
Eureka, Utah 84628

We are very pleased to include this letter with Chief’s first Proxy Statement and Annual Report since 2001. Much has happened during the intervening years despite the cessation of mining activities in early 2002. At that time, Chief suspended its mining operations due to unstable conditions encountered underground. Soon thereafter, however, most members of the Board of Directors resigned leaving only the Dimeling, Schreiber & Park representatives on the Board to preserve shareholder value, and to serve as unpaid interim officers of Chief.

Following the suspension of mining operations in 2002, Chief began seeking additional capital to pay off its trade creditors, as well as to stabilize the underground infrastructure and resume mining. At the same time, however, the EPA was in the process of declaring Chief a ‘‘responsible party’’ associated with the then-newly declared Superfund Site on and near Chief’s historic mining properties in the town of Eureka, Utah. This Superfund liability made it impossible for Chief to raise any capital until a resolution was reached with the EPA, which would define Chief’s liability and how that liability might get paid. These negotiations extended over several years, finally resulting in a Consent Decree approved in Federal Court in February 2005.

Briefly, the Consent Decree calls for Chief to contribute to the cost of the EPA’s cleanup by providing a source of clean soil and rock and locations for the EPA to deposit contaminated soil as part of the cleanup process. Among other provisions, Chief also agreed to sell certain non-mining property and to share the net proceeds with the EPA, as well as to pay the EPA a portion of any future net income earned until early 2010. The full Consent Decree is available for review on Chief’s website at www.chiefmines.com.

By reaching this settlement with the EPA, it became possible for Chief to reconsider a capital raise. Later that year the Dimeling, Schreiber & Park Reorganization Fund II (the ‘‘DSP Fund’’) commissioned and underwrote a study by a panel of independent mining experts to review Chief’s geological prospects and to suggest possible courses of action. The results of this study are also posted on Chief’s website.

After offering an investment opportunity in Chief to many prospective investors and investor groups without any positive results, however, the DSP Fund invested $2.5 million of its cash in a convertible debenture from Chief. The proceeds were placed into escrow with the condition that they would only be used to pay professionals, primarily lawyers and accountants, while settlement discussions were held with Chief’s trade and other creditors. The escrow funds would be released once Chief accepted compromised payoff amounts from more than 50% of its creditors. Chief reached that milestone during 2006 and has continued to pay off its creditors from the escrowed funds. In fact, Chief has settled outstanding and overdue accounts with dozens of creditors, including many judgment creditors.

More importantly, however, Chief used the escrowed funds to bring itself into compliance with its SEC reporting obligations, including the preparation of audited year-end financial statements for 2006, 2005, 2004 and 2003. With the recent filing of Chief’s quarterly report for the third quarter of 2007, Chief is now current in its SEC reports for the first time since 2003. The 2006 Annual Report and Quarterly Report for September 20, 2007 are included with these proxy materials.

Recognizing that the DSP Fund is also managed by directors of Chief, we believe it is necessary and appropriate for the convertible debentures to be approved and ratified by the unrelated Chief shareholders as described in the accompanying Proxy Statement. In addition to approving a prior option award to Chief’s long-time independent geologist consultant, the proxy materials also describe a number of changes to Chief’s Articles of Incorporation that are necessary under the terms of the debentures, as well as updates and changes to other out-dated provisions. The intention of these changes is to provide additional flexibility in raising capital for future mining and exploration activities.

Finally, as many long time shareholders know, the issue of water in certain of Chief’s mines has been a consistent issue. We continue to seek resolutions with the various regulatory authorities that would benefit both the water-starved nearby communities, as well as enable Chief to extract the mineral wealth from its mines. We believe that such an accord is possible, even if we are not yet able to forecast a timeline.

We look forward to the eventual recognition of Chief as a significant natural resources company with great potential for increasing shareholder values. We thank Chief’s shareholders for their patience during these years, and look forward to seeing you at the Special Meeting in February.

CHIEF CONSOLIDATED MINING COMPANY
15988 Silver Pass Road
P.O. Box 51
Eureka, Utah 84628

A Special Meeting of Stockholders of Chief Consolidated Mining Company (the ‘‘Company’’) will be held at 10:00 A.M., Eastern Standard Time on February 1, 2008 at Pepper Hamilton LLP, 3000 Two Logan Square, Eighteenth and Arch Streets, Philadelphia, PA, 19103. At the meeting, you will be asked to vote on:

The Board of Directors has fixed December 12, 2007 as the record date for determining stockholders entitled to receive notice of, and to vote at, the Special Meeting or any adjournment or postponement thereof. Only stockholders of record at the close of business on December 12, 2007 are entitled to notice of, and to vote at, the meeting.

Whether or not you intend to be present at the meeting, please sign and date the enclosed proxy card and return it in the enclosed envelope.

The foregoing items of business are more fully described in the accompanying proxy statement.

CHIEF CONSOLIDATED MINING COMPANY
15988 Silver Pass Road
P.O. Box 51
Eureka, Utah 84628

This proxy statement and the accompanying proxy card is furnished in connection with the solicitation by the Board of Directors of Chief Consolidated Mining Company, an Arizona corporation, of proxies for use at a Special Meeting of Stockholders to be held at the offices of Pepper Hamilton LLP, 3000 Two Logan Square, Eighteenth and Arch Streets, Philadelphia, PA, 19103 at 10:00 A.M. Eastern Standard Time, on February 1, 2008, or at any adjournment or postponement thereof, for the purpose set forth in this proxy statement and the accompanying Notice of Special Meeting of Stockholders. This proxy statement and the accompanying proxy card is first being mailed to stockholders on or about December 17, 2007 to all stockholders entitled to vote at the Special Meeting.

Whether or not you plan to attend the meeting, please complete and return the enclosed proxy card. Your prompt voting may save us the expense of the following up with a second mailing. A return envelope (postage paid if mailed in the United States) is enclosed for that purpose.

You may vote by signing and returning the enclosed proxy card or by voting in person at the meeting. If you send in a proxy card, and also attend the meeting in person, the proxy holders will vote your shares as you instructed on your proxy card, unless you inform the Secretary at the meeting that you wish to vote in person.

Chief Consolidated Mining Company
c/o Dimeling, Schreiber & Park
1629 Locust Street
Philadelphia, PA 19103;

To be effective, a later-dated proxy or written revocation must arrive at the above address before the start of the meeting.

The enclosed proxy card is being solicited on behalf of the Board of Directors. The Company will pay all costs of preparing, assembling and mailing the proxy materials. In addition to mailing out proxy materials, the Company’s directors and officers may solicit proxies by telephone or fax. No additional compensation will be paid for such solicitation. The Company has requested brokers, banks and other fiduciaries to forward proxy materials to the beneficial owners of the Company’s common stock.

The proxy holders named on the proxy card are Richard R. Schreiber, the Company’s President, and Steven G. Park, the Company’s Secretary and Treasurer. The proxy holders will vote shares according to the stockholder instructions on the proxy card. If a signed proxy card does not contain instructions, then the proxy holders will vote the shares ‘‘FOR’’ the election of the director nominees listed on the card; ‘‘FOR’’ each of the amendments to the Company’s Articles of Incorporation to reduce the par value per share of the Company’s authorized Common Stock and Convertible Common Stock and other changes; ‘‘FOR’’ the approval and ratification of the sale of convertible debentures to Dimeling Schreiber & Park Reorganization Fund II, LP, which is controlled by Richard R. Schreiber and Steven G. Park, both directors and executive officers of the Company; ‘‘FOR’’ the approval and ratification of a non-qualified stock option granted to Brain Mountford; ‘‘FOR’’ the adjournment of the meeting to solicit additional proxies; and in their discretion, on any other business that may properly come before the meeting.

A broker non-vote occurs when a nominee holding shares for a beneficial owner does not vote on a particular proposal because the nominee does not have discretionary voting power for that particular item and has not received voting instructions from the beneficial owner. Broker non-votes count for quorum purposes but not for voting purposes.

Only votes ‘‘FOR’’ or ‘‘AGAINST’’ a proposal count. Abstentions and broker non-votes will count towards the quorum but not for voting purposes.

A majority of the outstanding shares of Preferred Stock, Common Stock and Convertible Common Stock entitled to vote and represented at the meeting in person or by proxy constitutes a quorum for the vote on the proposals regarding the election of directors to the Company’s Board of Directors and the amendments to the Company’s Articles of Incorporation. The shares of Preferred Stock, Common Stock and Convertible Common Stock will vote together as a single class.

The approval of the proposals to amend the Company’s Articles of Incorporation requires the affirmative vote of the holders of a majority of shares of Preferred Stock, Common Stock and Convertible Common Stock, voting together as a single class, present or represented by proxy at the Special Meeting and entitled to vote.

Stockholders have cumulative voting rights with respect to the election of directors. Under cumulative voting, stockholders may multiply the number of shares of stock held by them by the number of positions to be filled and distribute the resulting numbers of votes among the nominees in any manner they see fit. The three nominees receiving the greatest number of votes will be elected as directors. The cumulative vote represented by management proxies will be distributed between management’s three nominees in management’s discretion so as to elect as many management nominees as possible. Stockholders may also withhold authority to vote for one or more directors as directed in the proxy card.

As a party having an interest in the transaction, Dimeling, Schreiber & Park Reorganization Fund II, LP will not cast votes for or against Proposal 3 regarding the approval and ratification of the sale

of convertible debentures to Dimeling, Schreiber & Park Reorganization Fund II, LP. The approval of this proposal requires the affirmative vote of the holders of a majority of the shares of Preferred Stock, Common Stock, and Convertible Common Stock, voting together as a single class, other than those shares held by Dimeling, Schreiber & Park Reorganization Fund II, LP, present or represented by proxy at the Special Meeting and entitled to vote.

The approval of this proposal requires the affirmative vote of the holders of a majority of the shares of Preferred Stock, Common Stock and Convertible Common Stock, voting together as a single class, present or represented by proxy at the meeting and entitled to vote.

Holders of Preferred Stock, Common Stock, and Convertible Common Stock at the close of business on the record date of December 12, 2007 are entitled to vote at the meeting. As of the close of business on December 12, 2007, there were 10,635,507 shares of Common Stock outstanding, 10,889 shares of Preferred Stock outstanding and 4,060,000 shares of Convertible Common Stock outstanding. Each share of Preferred Stock, Common Stock and Convertible Common Stock is entitled to one vote. As of the close of business on December 1, 2007, Dimeling, Schreiber & Park Reorganizational Fund, II, L.P., held 5,904,522 shares of Convertible Common Stock which includes 1,844,522 shares of Convertible Common Stock issuable as cumulative dividends in arrears.

Some banks, brokers and other nominee record holders may be participating in the practice of ‘‘householding’’ proxy statement and annual reports. This means that only one copy of our proxy statement and annual report to stockholders may have been sent to multiple stockholders in your household. The Company will promptly deliver a separate copy of either document to you if you contact the Secretary at the following address or telephone number: Chief Consolidated Mining Company, Corporate Secretary, c/o Dimeling, Schreiber & Park, 1629 Locust Street, Philadelphia, PA 19103; telephone: (215) 546-8585. If you want to receive separate copies of the proxy statement or the annual report to stockholders in the future, or if you are receiving multiple copies and would like to receive only one copy per household, you should contact your bank, broker or other nominee record holder, or you may contact the Company at the above address or telephone number.

Richard R. Schreiber and Steven G. Park, our present directors, interim executive officers and director nominees, and Peter D. Schreiber, our present director and director nominee, are principals of Dimeling, Schreiber & Park, which serves as general partner to Dimeling, Schreiber & Park Reorganization Fund II, LP, the holder of greater than 10% of our voting stock. In addition, the convertible debentures, which were issued in a transaction that has been submitted for ratification and approval in Proposal 3, are held by Dimeling, Schreiber & Park Reorganization Fund II, LP.

The Company’s Articles of Incorporation and Bylaws provide for its business to be managed by or under the direction of the Board of Directors. Under the Company’s Articles of Incorporation and Bylaws, the number of directors is fixed from time to time by the Board of Directors, but within a range of three to seven members. The Board of Directors currently consists of three members. A search underway to identify suitable candidates to join the Board. As discussed below, however, there is a proposal to amend the Articles of Incorporation to include a provision to reduce the minimum size of the board from three directors to one director as permitted by Arizona law.

Directors are elected for a period of one year and thereafter serve, subject to the Bylaws, until the next Annual Meeting at which their successors are duly elected by the stockholders. Officers are appointed by the Board of Directors and serve at the pleasure of the Board.

The Board of Directors met three times during 2006 to adopt the Company’s Annual Report on Form 10-KSB for the fiscal years ended December 31, 2005 and 2006 and to enter into two tax deferral agreements. While all members of the Board of Directors are expected to attend meetings of stockholders, there is no formal policy as to their attendance. The Company did not hold a meeting of stockholders last year. The accompanying proxy card will be voted in favor of the following persons to serve as directors, unless the stockholder indicates to the contrary on the proxy card. See ‘‘Management’’ for biographical information as to each nominee.

The Board of Directors has nominated Richard R. Schreiber, Steven G. Park and Peter D. Schreiber for election as the Company’s directors.

THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE ‘‘FOR’’ THIS PROPOSAL 1 TO ELECT AS DIRECTORS THE THREE NOMINEES PROPOSED BY THE BOARD OF DIRECTORS.

Set forth below is information concerning the Company’s executive officers and directors as of December 12, 2007.

Richard R. Schreiber has served as interim President since 2002 and as a member of the Board of Directors since 1999. Mr. Schreiber has been a principal of Dimeling, Schreiber & Park, a private investment partnership that makes equity investments in a broad range of middle market companies since 1982. He is active in the negotiating, purchasing and structuring of the acquisition financing of Dimeling, Schreiber & Park’s investments. Mr. Schreiber is brother to Peter D. Schreiber, a member of the Board of Directors.

Steven G. Park has served as Secretary and Treasurer since 2002 and as a member of the Board of Directors since 2001. Mr. Park has served as a principal of Dimeling, Schreiber & Park, a private investment partnership that makes equity investments in a broad range of middle market companies since 1987. He is active in the negotiating, purchasing and structuring of the acquisition financing of Dimeling, Schreiber & Park’s investments.

Peter D. Schreiber has served as a member of the Board of Directors since 2007. Mr. Schreiber has been a principal of Dimeling, Schreiber & Park, a private investment partnership that makes equity investments in a broad range of middle market companies since 1987. He is active in the negotiating, purchasing and structuring of the acquisition financing of Dimeling, Schreiber & Park’s investments. Mr. Schreiber is brother to Richard R. Schreiber, interim President and member of the Board of Directors.

Our Board of Directors does not have any standing audit, compensation or nominating committees, or committees performing similar functions, because the Company has had neither operations nor employees since early 2002. A Disclosure Control Committee has been formed as part of the Company’s re-commencement of its business operations. The Board of Directors will form standing committees as the Company’s business operations resume. All directors participate in the consideration of director nominees and the consideration of all other matters, including the review of all audited financial statements. The Board does not currently pay or authorize the payment of any executive compensation.

The Board of Directors provides a process by which stockholders may communicate with the Board. Stockholders who wish to communicate with the Board may do so by sending written communications addressed to any member or the entire Board, c/o Secretary, Dimeling, Schreiber & Park, 1629 Locust Street, Philadelphia, PA 19103. The Company will forward all mail received at the above address that is addressed to the Board of Directors or any member of the Board. On a periodic basis, all such communications will be compiled by the Secretary of the Company and submitted to the Board of Directors or the specific Board member to whom the communications are addressed.

The Board of Directors has not adopted a Corporate Code of Conduct and Ethics because the Company has had neither operations nor employees since early 2002. The Board of Directors will adopt a Corporate Code of Conduct and Ethics and will disclose this adopted Corporate Code of

Conduct and Ethics in the reports filed or submitted to the SEC and post a copy on the Company’s website, as soon as practicable following the initiation of business operations.

The Company is not listed as an issuer on any national securities exchange or inter-dealer quotation system that requires that the majority of the board of directors be independent. For the purposes of compliance with applicable securities rules, the following describes the independence standards required by a national securities exchange, the Nasdaq Stock Market, Inc. and assesses whether our directors and director nominees, Richard R. Schreiber, Steven G. Park, and Peter D. Schreiber would be considered to be independent directors under Nasdaq’s independence standards.

An independent director is ‘‘a person other than an executive officer or employee of the company or any other individual having a relationship which, in the opinion of the board of directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.’’ Under Nasdaq Rule 4200, an independent director may not (1) have been employed by the company or its subsidiaries or parent company during the preceding three years; (2) have received, or had a family member that received, compensation in excess of $60,000 from the company during any twelve month period during the preceding three years (other than for board or committee services, benefits under a retirement plan or payments to a family member who is a non-executive employee of the company); (3) have had a family member that was an executive officer of the company during the preceding three years; (4) have received from or given to the company during the current and three preceding years, either directly or through family members or entities under his control, any property or services totaling the greater of $200,000 or 5% of the recipient’s gross revenues for that year, unless the payments arose from investments in the company’s securities or a non-discretionary charitable contribution matching program; (5) be employed or have been employed during the last three years, or have a family member who is employed or was employed, as an executive officer of another company where any of the issuer’s executive officers sat on the compensation committee; or (6) be or have a family member who is a partner at the company’s outside auditor or was a partner or employee of the company’s outside auditor who worked on the company’s audit at any time during the preceding three years. Share ownership in the company by itself will not disqualify a director from being independent.

None of Mr. Richard Schreiber, Mr. Park nor Mr. Peter Schreiber is independent under Nasdaq standards. Both Mr. Richard Schreiber and Mr. Park are acting executive officers of the Company. In addition, Mr. Peter Schreiber’s brother, Richard R. Schreiber, was an executive officer of the Company during the preceding three years. In addition, Nasdaq requires that all members of the audit, nominating and compensation committees of the board of directors be independent. The Company does not have an audit, nominating or compensation committee at this time. The functions generally performed by these committees are carried out by Mr. Richard Schreiber and Mr. Park.

The Company did not pay any compensation to its executive officers, Richard R. Schreiber and Steven G. Park, for the fiscal years ended December 31, 2006 and 2005.

The table below sets forth information regarding unexercised options, unvested shares of Common Stock and any awards under an equity incentive plan as of December 31, 2006 for Richard R. Schreiber, our President, and Steven G. Park, our Secretary and Treasurer. The options were awarded to Richard R. Schreiber and Steven G. Park on December 12, 2001 and are fully vested.


	Option Awards										Stock Awards
Name	Number of Securities Underlying Unexercised Options (#): Exercisable		Number of Securities Underlying Unexercised Options (#): Unexercisable		Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)		Option Exercise Price ($)			Option Expiration Date	Number of Shares or Units of Stock that have not Vested (#)		Market Value of Share or Units that have not Vested ($)		Equity Incentive Plan Awards: Number of Unearned Shares, Units or other Rights that have not Vested (#)		Equity Incentive Plan Awards: Number Market or Payout Value of Unearned Shares, Units, or other Rights that have not Vested ($)
Richard R. Schreiber		60,000		-0-		-0-		$	2.90	06/11/2011		-0-		-0-		-0-		-0-
Steven G. Park		60,000		-0-		-0-		$	3.00	10/16/2011		-0-		-0-		-0-		-0-

The Company does not currently have any equity compensation plans in effect. All outstanding options at December 31, 2006 are nonqualified stock options.

The following table sets forth, as of December 12, 2007, information regarding the beneficial ownership of the Company’s common stock by (a) each person who is known to the Company to be the owner of more than five percent of the outstanding common stock, (b) each of the Company’s directors, (c) each of the named executive officers and (d) all directors and executive officers and executive employees as a group.


Name and Address of Beneficial Owner	Amounts and Nature of Beneficial Ownership⁽¹⁾			Percent of Class (%)
Five Percent Stockholders:
Dimeling, Schreiber & Park, as General Partner of Dimeling, Schreiber & Park Reorganization Fund II, LP⁽²⁾ 1629 Locust Street Philadelphia, PA 19103		5,904,522	⁽³⁾		35.7	%
Directors and Named Executive Officers:
Steven G. Park⁽²⁾ Dimeling, Schreiber & Park 1629 Locust Street Philadelphia, PA 19103		5,964,522	⁽³⁾⁽⁴⁾		35.9	%
Richard R. Schreiber⁽²⁾ Dimeling, Schreiber & Park 1629 Locust Street Philadelphia, PA 19103		5,964,522	⁽³⁾⁽⁵⁾		35.9	%
Peter D. Schreiber⁽²⁾ Dimeling, Schreiber & Park 1629 Locust Street Philadelphia, PA 19103		5,904,522	⁽³⁾		35.7	%
All directors and executive officers as a group (three persons)		6,024,522	⁽³^)(4)(5)		36.2	%

During 2001, the Environmental Protection Agency, also known as the EPA, placed Eureka Mills Superfund Site on the National Priorities List, as authorized under the Comprehensive Environmental Response, Compensation and Liability Act of 1980. According to the EPA, samples indicate that, approximately 150 acres of soil in the Town of Eureka, Utah, the location of our principal executive offices and operations, were contaminated with lead and, to a lesser extent, arsenic.

In 2002, the EPA finalized its actions to be taken in response to the release of waste materials at and around the site. The EPA is seeking reimbursement from us for our portion of the liability based on the ownership and the conduct of mining operations on portions of the site.

In February 2005, we agreed to a judgment against us by the EPA in the amount of $60 million. The judgment will remain in effect until we have complied with all the requirements of a Consent Decree issued to us by the EPA. The following outlines our obligations under the Consent Decree:

In the event that we complete all of our obligations under the Consent Decree, the EPA will file a Release of Notice of Federal Lien in the Office of the Juab County Recorder and we will be completely relieved of the $60 million liability, resulting in a gain in such future period. As of the current date, we continue to have obligations under the terms of the consent decree and are in compliance with those terms. The judgment amount of $60 million represents the future value of clean up costs when the terms of the Consent Decree are satisfied on February 9, 2010.

On August 30, 2002, Royce Hackworth and Hackworth Drilling, Inc. filed a complaint against us and Adren Underwood in the Fourth Judicial District Court in and for Juab County, Utah (Civil No. 02060124). The complaint sought monetary relief of $37,697 for drilling services that were rendered to us by Hackworth Drilling. A judgment in the amount of $37,697 has been entered against us. We have had numerous communications with the plaintiff’s counsel regarding settlement, but the plaintiff has not responded to any of our offers.

Alta Steel filed a complaint against Tintic Utah Metals, LLC, our subsidiary, in the Fourth Judicial District Court in and for Juab County, Utah (Civil No. 020600141). Alta Steel claimed monetary damages in the amount of $12,440 for materials and labor supplied by Alta Steel. A default judgment was entered against Tintic Utah Metals, LLC on November 27, 2002 in the amount of $12,440. Tintic Utah filed a motion to set aside the judgment on November 28, 2002. We then settled the judgment for $2,448 in March 2007. The amount was paid in full on April 24, 2007.

On June 25, 2002, Codale Electric Supply, Inc. filed a complaint against us and Tintic Utah Metals, LLC, our subsidiary, in the Fourth Judicial District Court in and for Utah County, Utah (Civil No. 020402764). The complaint sought money damages in the amount of $16,583 plus attorneys’ fees and costs for breach of contract, breach of covenant of good faith and fair dealings, quantum meruit and mechanic’s lien foreclosure. Judgment was stipulated to and entered in the amount of $19,378 on May 6, 2003. The judgment was settled for $5,000 in December 2007.

On April 23, 2007, Leonard Weitz filed a complaint against us in the Fourth Judicial District in and for Utah County, Utah (Case No. 07010174). An amended complaint was filed on June 23, 2007. The complaint is seeking money damages in the amount of $726,000 for alleged breach of contract arising out of Mr. Weitz’s prior employment agreement with the Company. We believe we have meritorious defenses to the claims asserted in the action and intend to vigorously defend the matter.

In addition, we were named, along with two other corporate entities, as a respondent in an administrative proceeding before the Utah Labor Commission in August 2006. In the proceeding, the then seventy-six year old petitioner alleges that he was a Company employee from 1950 to 1954 and had contracted lung cancer as a result of his employment. The plaintiff is now deceased. His widow has now claimed dependent’s benefits and burial expenses. We have filed an answer in the proceeding denying all material allegations and are investigating the claim, and will vigorously dispute his claims. The litigation is currently in the discovery stage. A hearing was scheduled for September 2007. That hearing was continued at the request of the petitioner, based on a defense raised by us. No new hearing date has been set.

Our shares of common stock are traded in the over the counter market known as the Pink Sheets under the symbol ‘‘CFCM.PK.’’ High and low sales prices of our Common Stock for each quarterly period during the past two years are as follows:

The approximate number of holders of record of the Company’s Common Stock as of December 12, 2007 was 2,000. No cash dividends have been declared or paid over the previous five years nor are expected to be paid in the foreseeable future.

Except as set forth below, since January 1, 2004, there has not been, nor is there currently proposed, any transaction or series of similar transactions to which the Company was or is a party in which:

In December 2005, the Company issued and sold convertible debentures in the amount of $2.5 million to Dimeling, Schreiber & Park Reorganization Fund II, LP. The General Partner of Dimeling, Schreiber & Park Reorganization Fund II, L.P. is Dimeling, Schreiber & Park, a private investment company whose principals are Messrs. Richard Schreiber, Steven Park, and Peter Schreiber, the Company’s incumbent directors. The debentures accrue interest at an annual rate of 8%, payable at the time of conversion in additional shares of common stock. The fixed conversion price is $0.25 per share. The debentures automatically convert into shares of common stock at the rate of 4,000 shares for each $1,000 principal amount upon the approval by the stockholders of certain amendments to the Articles of Incorporation, including a change in par value.

Dimeling, Schreiber & Park Reorganization Fund II, L.P placed $2.5 million of proceeds in escrow during December 2005. The proceeds were to remain in escrow until such time as the Company had received creditor acceptances (repayment on a negotiated basis, or compromise offer) representing 50% of the outstanding aggregate unsecured amounts owed. As of the date of this proxy statement, the minimum level of creditor acceptances has been reached; although, for practical reasons because we do not currently employ any employee, the proceeds remain held in escrow and disbursed by the escrow agent as directed by us. In the event that the stockholders fail to approve the amendments to the Articles of Incorporation, the convertible debentures will become immediately due and payable. You will be asked to confirm and ratify the issuance of these convertible debentures.

Section 16(a) of the Securities Exchange Act of 1934 requires the Company’s executive officers, directors and persons who own more than ten percent of a registered class of the equity securities of the Company (‘‘Reporting Persons’’) to file reports of ownership and changes in ownership on Forms 3, 4 and 5 with the Securities and Exchange Commission. In addition, Reporting Persons are required to furnish the Company with copies of all Forms 3, 4 and 5 that they file. Our directors and executive officers, Richard R. Schreiber and Steven G. Park, are Reporting Persons who must file reports of ownership and changes in ownership. In addition, Dimeling, Schreiber & Park Reorganization Fund II, LP and Dimeling, Schreiber & Park, the general partner of Dimeling, Schreiber & Park Reorganization Fund II, LP, must file Forms 3, 4 and 5 as persons who own more than ten percent of the Company’s equity securities. These insiders were delinquent in filing certain Form 3s and 4s as noted below.

Each of Dimeling, Schreiber & Park Reorganization Fund II, LP and Dimeling Schreiber & Park, as the general partner of Dimeling, Schreiber & Park Reorganization Fund II, LP, was required to file a Form 3 in December 1999 upon Dimeling, Schreiber & Park Reorganization Fund II, LP’s acquisition of 3,500,000 shares of the Company’s Convertible Common Stock. Both entities were also required to report at that time that Dimeling, Schreiber & Park Reorganization Fund II, LP held a right to purchase an additional 5,000,000 shares of Convertible Common Stock, which right expired on December 31, 2002. Also, Mr. Schreiber and Mr. Park each were required to file filed a Form 3 at that time. In December 1999, Mr. Schreiber was a director of the Company and a principal in Dimeling, Schreiber & Park. Mr. Park was not a director of the Company in December 1999, but was deemed to beneficially own the securities held by Dimeling, Schreiber & Park Reorganization Fund II, LP through his position as a principal of Dimeling, Schreiber & Park. Mr. Park became a director in October 2001.

In 2001, the Company sold shares of unregistered Common Stock to accredited investors in a private placement. In connection with the private placement, Dimeling, Schreiber & Park (for its own account and not for the account of Dimeling, Schreiber & Park Reorganization Fund II, LP) entered into separate agreements with the purchasers of the shares which gave the purchasers the right, at a later date and for a limited time, to require Dimeling, Schreiber & Park to purchase from the purchasers the shares that the purchasers bought from the Company during the private placement, at price of $2 per share. At the time of these agreements, Dimeling, Schreiber & Park was required to file Form 4s noting this obligation to buy the shares of Company Common Stock. Messrs. Schreiber and Park were also required to file Form 4s. Dimeling, Schreiber & Park notified the purchasers, however, that it was unable to meet its obligations under the put agreements. On March 10, 2005, the obligations under the put agreements were extinguished under a global settlement agreement by the Company with the purchasers and other creditors. The purchasers holding the put rights were paid a total of $815,260 to extinguish Dimeling, Schreiber & Park’s obligations to buy the shares. No shares were purchased by Dimeling, Schreiber & Park. Dimeling, Schreiber & Park and Messrs. Schreiber and Park were required to file a Form 4 at that time.

Dimeling, Schreiber & Park Reorganization Fund II, LP also received stock dividends equal to 280,000 shares of Convertible Common Stock on each of December 31, 2000 and December 31, 2001. Although stock dividends are not generally reportable under Section 16, the Reporting Persons were required to report these acquisitions because Dimeling, Schreiber & Park Reorganization Fund II, LP is the only holder of Convertible Common Stock and thus the only stockholder to receive stock dividends. In addition, dividends in arrears are owed to Dimeling, Schreiber & Park Reorganization Fund II, LP as a stock dividend on its holdings of Convertible Common Stock. The Reporting Persons should have reported on Form 4 stock dividends amounting to 437,372 shares, 404,974 shares, 374,976 shares, 347,200 shares and 280,000 shares during the years ended December 31, 2006, 2005, 2004, 2003 and 2002, respectively.

Mr. Schreiber received an option to purchase 60,000 shares of Common Stock on June 11, 2001. Mr. Park received an option to purchase 60,000 shares of Common Stock on October 16, 2001. These option grants were required to be reported by each of Mr. Schreiber and Mr. Park on Form 4 at that time.

None of the Company’s officers or employees serves as a member of the board of directors or compensation committee of any entity that has one or more executive officers serving as a member of the Company’s Board of Directors.

We have selected Hansen, Barnett & Maxwell, P.C. our independent public accountants for our fiscal year ending December 31, 2007. A representative of Hansen, Barnett & Maxwell, P.C. is expected to be present at the Special Meeting. The representative will have the opportunity to make a statement and will be available to respond to appropriate questions.

The aggregate fees billed for the years ended December 31, 2005 and December 31, 2006 for the professional services rendered by Hansen, Barnett & Maxwell, P.C., the Company’s principal accountant, for the audit of the Company’s annual financial statements and review of financial statements or services that are normally provided by the Company’s principal accountant in connection with statutory and regulatory filings or engagements for such fiscal years equaled $27,018 and $13,726, respectively.

There were no fees billed for the years ended December 31, 2005 and December 31, 2006, for assurance and related services by Hansen, Barnett & Maxwell, P.C. that are reasonably related to audit or review of the Company’s financial statements not reported under ‘‘Audit Fees’’ above.

The aggregate fees billed for the years ended December 31, 2005 and December 31, 2006 for professional services rendered by Hansen, Barnett & Maxwell, P.C. for tax compliance, tax advice, and tax planning equaled $277 and $82, respectively, and consisted of assistance in the preparation of tax returns, and general tax research and planning.

No other fees were billed by Hansen, Barnett & Maxwell, P.C. to the Company during 2005 or 2006.

The Company does not currently have a standing audit committee. Members of the Company’s board of directors, Richard Schreiber and Steven Park, conduct all tasks related to the selection and approval of the independent public accountants. All services related to the Company’s independent public accountants, described above, were pre-approved by both Mr. Schreiber and Mr. Park.

PROPOSAL 2: THE AMENDMENTS TO THE ARTICLES OF INCORPORATION (a) TO INCREASE THE AUTHORIZED CLASS OF COMMON STOCK TO 100,000,000 SHARES, (b) TO REDUCE THE PAR VALUE PER SHARE OF THE COMMON STOCK, AND CONVERTIBLE COMMON STOCK, (c) TO SET THE SIZE RANGE OF THE BOARD OF DIRECTORS, (d) TO AUTHORIZE THE ELECTION OF DIRECTORS AT A TIME PRESCRIBED BY THE BOARD OF DIRECTORS AND (e) TO ALLOW THE ELECTION OF DIRECTORS WHO ARE NOT STOCKHOLDERS OF THE COMPANY

The Company’s Board of Directors has approved proposals to amend the Company’s Articles of Incorporation so as (a) to increase the authorized class of Common Stock of the Company to 100,000,000 shares; (b) to set the par value of the Company’s classes of Common Stock and Convertible Common Stock at $0.01 par value from $0.50 par value per share, (c) to set the size of the Board of Directors at a range of one to seven members, (d) to authorize the election of directors at a time prescribed by the Board of Directors and (e) to allow the election of directors who are not stockholders of the Company. The Board of Directors believes that these changes will permit greater flexibility in its ability to secure future financing. While each amendment will be voted upon separately, the approval of the amendments will be considered as a group such that they will either all be approved or none of them will be approved. Each proposed amendment must receive an affirmative vote of the majority of all outstanding shares of the Company’s Preferred Stock, Common Stock and Convertible Common Stock, voting together as a single class to be adopted and approved. The Board believes that the adoption of all amendments is in the best interests of the Company and its stockholders and will permit the Board to continue the re-commencement of the Company’s business and operations. The following details each proposed amendment to the Articles of Incorporation.

The full text of the several proposed amendments is included as Appendix A to this proxy statement.

PROPOSAL 2(a): AMENDMENT TO THE ARTICLES OF INCORPORATION TO INCREASE THE AUTHORIZED CLASS OF COMMON STOCK TO 100,000,000 SHARES

The Board of Directors has proposed to increase the Company’s authorized class of Common Stock from 50,000,000 shares to 100,000,000 shares. As a matter of corporate law, a corporation must state the maximum number of shares that it may issue in its Articles of Incorporation. A change in this maximum number of shares requires the approval of the stockholders. An increase in the authorized number of shares of Common Stock will provide the Company with the flexibility to engage in certain transactions with stock, such as financings, investment opportunities, acquisitions of other companies, stock dividends or splits, employee benefits plans or other corporate purposes determined by the Board of Directors to be advisable. The Company currently does not have any plan or arrangement relating to an issuance of these additional shares of Common Stock. A vote to increase the number of shares of Common Stock, though, will provide the Company with the flexibility for future activities required to support its business plan. If the proposal is approved, the shares will only be authorized and not immediately issued.

PROPOSAL 2(b): AMENDMENT TO THE ARTICLES OF INCORPORATION TO REDUCE THE PAR VALUE PER SHARE OF THE COMMON STOCK AND
CONVERTIBLE COMMON STOCK

The Board of Directors has approved a proposal to reduce the par value of the Company’s Common Stock and Convertible Common Stock from $0.50 to $0.01. The proposed reduction in par value is necessary to enable the Company to utilize authorized but unissued shares for financing or other corporate purposes, which the Company is not currently in a position to do because the current market price of its Common Stock is less than its par value. As currently in effect, the Company’s Articles of Incorporation prohibit sales of Common Stock and Convertible Common Stock at less than par value. This provision dates back to the filing of the Articles of Incorporation in 1967, at which time the par value was reduced from $1.00 to $0.50, and reflects a different importance of

stated par value during that time versus today. The change to $0.01 par value for the Common Stock and Convertible Common Stock would allow their issuance at prices determined from time to time by the Board of Directors to represent the fair value of these shares. Currently, authorized but unissued shares of Common Stock and Convertible Common Stock may be issued for such prices as may be determined by the Board of Directors, subject to the provision of the Arizona Business Corporations Act that such prices be no less than the par value of $0.50 per share. In addition, the current par value of the Common Stock is not consistent with current trends among public corporations whose common stock normally has nominal, if any, par value. If Proposal 2 is approved, it will become practical for the Company to once again evaluate or seek to conclude acquisitions, financings or other transactions involving the issuance of Common Stock which, if they could be accomplished, would enhance stockholder value. The Company’s 10,635,507 shares of Common Stock and 4,060,000 shares of Convertible Common Stock, which are currently outstanding will also be subject to this reduction in par value. In addition, the approval of this Proposal 2(b) is necessary prior to the conversion of the convertible debentures into shares of Company Common Stock. As noted above, Arizona state corporate law prohibits the issuance of stock at less than the par value. Currently, the par value of the Common Stock is $0.50 per share. Because the convertible debentures will convert at a rate of one share for every $0.25 in principal amount, the conversion may not currently take place. After the approval of Proposal 2(b), however, the par value of the Common Stock will be $0.01 and the conversion may take place.

PROPOSAL 2(c): AMENDMENT TO THE ARTICLES OF INCORPORATION TO SET THE SIZE RANGE OF THE BOARD OF DIRECTORS

The Board of Directors has proposed to eliminate the requirement that the Board consist of three to seven directors. The adoption of this proposal will authorize the Board to be composed of one to seven directors as provided by Arizona state corporate law. The Board of Directors currently consists of three members. In 2002, the Company’s prior third director resigned and that seat was filled in 2007. A search is currently underway to identify suitable candidates to join the Board. The decrease in the number of directors sitting on the Board of Directors complies with all applicable laws and provides the Board of Directors with flexibility to select appropriate candidates to fill all vacant Board positions.

PROPOSAL 2(d): AMENDMENT TO THE ARTICLES OF INCORPORATION TO AUTHORIZE THE ELECTION OF DIRECTORS AT A TIME PRESCRIBED BY THE BOARD OF DIRECTORS

Under the Company’s current Articles of Incorporation, directors may only be elected at an annual meeting to be held on the third Tuesday of May of each year. The Board of Directors has proposed that this requirement be amended so that directors may be elected annually at either an annual or special meeting of stockholders on a date determined at the Board of Directors’ discretion. This proposal would not affect the stockholders’ right to elect directors once per year, but would offer greater flexibility for stockholders to assemble and elect directors at any meeting of stockholders and permits the election of directors to meet the changing needs of the Company as it resumes operations.

PROPOSAL 2(e): AMENDMENT TO THE ARTICLES OF INCORPORATION TO ALLOW THE ELECTION OF DIRECTORS WHO ARE NOT STOCKHOLDERS OF THE COMPANY

The Board of Directors has also resolved to eliminate the requirement that directors serving on the Board of Directors must be stockholders of the Company. This proposal conforms with both state corporate law and corporate practice that directors are not required to be stockholders of a company to serve on its board of directors. The adoption of this proposal would provide the Company with greater flexibility to select candidates to sit on its Board of Directors because directors may, but are not required to, own stock in the Company.

THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE ‘‘FOR’’ PROPOSALS 2(a) THROUGH 2(e) TO APPROVE EACH OF THE AMENDMENTS TO THE ARTICLES OF INCORPORATION.

PROPOSAL 3: THE APPROVAL AND RATIFICATION OF THE SALE OF CONVERTIBLE DEBENTURES TO DIMELING, SCHREIBER & PARK REORGANIZATION FUND II, LP

Messrs. Richard R. Schreiber, the Company’s interim President and Director, and Steven G. Park, the Company’s Secretary, Treasurer and Director, are principals of Dimeling, Schreiber & Park. In December 2005, the Company issued and sold convertible debentures in the amount of $2.5 million to Dimeling, Schreiber & Park Reorganization Fund II, LP, of which Dimeling, Schreiber & Park serves as the general partner. The debentures accrue interest at an annual rate of 8%, payable at the time of conversion in additional shares of Common Stock. The fixed conversion price is $0.25 per share. Because the Company’s Common Stock has been thin and infrequently traded since 2002, the time when the Company ceased its operations the Company believed that this conversion price, which is in the range of prices at which the Company’s Common Stock has traded during the past four years, was reasonable. The $2.5 million debenture purchase price was deposited in escrow during December 2005. The funds were to remain in escrow until such time as the Company had receipt of creditor acceptances (repayment on a negotiated basis or compromise offer) representing 50% of the outstanding aggregate unsecured amounts owed. As of the date of this proxy statement, the minimum level of creditor acceptances has been reached; although the funds continue to be held in escrow and disbursed by the escrow agent as directed by the Company. The Company believes that the disbursement of the funds and the payment of its obligations in this manner is an efficient means of conducting business as it resumes its operations. In the event that the stockholders fail to approve the amendments to the Articles of Incorporation, the convertible debentures will become immediately due and payable.

Upon the approval of the amendments to the Articles of Incorporation being proposed, the debentures will automatically convert into shares of Common Stock at the rate of 4,000 shares for each $1,000 principal amount. This conversion will result in Dimeling, Schreiber & Park Reorganization Fund II, L.P. holding 10,000,000 shares of Company Common Stock, in addition to the 4,060,000 shares of Convertible Common Stock already held by it. The conversion will also result in the dilution of the voting power of the Company’s existing stockholders such that the existing stockholders, other than Dimeling, Schreiber & Park Reorganization Fund II, LP, will hold only 43.1% of the voting power in the Company following the conversion of the debentures. Following the conversion of the debentures, Dimeling, Schreiber & Park Reorganization Fund II, L.P. will hold a majority of the Company’s voting power and will therefore have the power to veto any takeover transaction. As an interested party, Dimeling, Schreiber & Park, as general partner of Dimeling, Schreiber & Park Reorganization Fund II, L.P., will not vote on this proposal and, as such, the proposal will require the affirmative vote of the holders of a majority of the shares of Preferred Stock, Convertible Common Stock and Common Stock present or represented by proxy at the meeting and entitled to vote, other than shares held by Dimeling, Schreiber & Park and Dimeling, Schreiber & Park Reorganization Fund II, LP.

The Board of Directors is requesting that you vote to approve and ratify the issuance of the convertible debentures as part of the Company’s recommencement of its business and operations. In addition, the amendments to the Articles of Incorporation must be approved for the convertible debentures to convert into shares of Company Common Stock. Arizona state corporate law prohibits the issuance of stock at less than the stock’s par value. Currently, the par value of the Company’s Common Stock is $0.50 per share. Because the convertible debentures will convert at a rate of one share for every $0.25 in principal amount, the conversion may not currently take place. After the approval of the amendments to the Articles of Incorporation, however, the par value of the Company’s common stock will be $0.01 and the conversion may take place. If the amendments to the Articles of Incorporation are not approved, the debentures will become immediately due and payable. The aggregate amount due and payable is $2,908,219, of which $2,500,000 is the amount of the debenture, and $408,219 is the accrued interest as of December 31, 2007.

THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE ‘‘FOR’’ THIS PROPOSAL 3 TO APPROVE AND RATIFY THE SALE OF CONVERTIBLE DEBENTURES TO DIMELING, SCHREIBER & PARK REORGANIZATION FUND II, LP.

PROPOSAL 4: THE APPROVAL AND RATIFICATION OF A NON-QUALIFIED STOCK OPTION GRANTED TO BRIAN MOUNTFORD

The Company is seeking approval of a non-qualified stock option as partial compensation for Brian Mountford in recognition of his work over the past three years reviewing the history of the Company’s mining experiences and developing a plan of action as described in the report posted on the Company’s website. Mr. Mountford is an independent Mining Engineer (P Eng. C Eng.) and Consultant with over thirty years of international experience. He has been involved as principal and manager with several projects that were taken from grass roots exploration through to operating mines. Examples would be the Montana Tunnels, Gilt Edge and Pinson mines in the USA. More recently he was President of Northern Dynasty Mines, developers of the massive Pebble copper, gold and molybdenum project in Alaska. Mr. Mountford is also a General and Technical Reviewer for the Association of Professional Engineers and Geoscientists of British Columbia.

The award gives Mr. Mountford options to purchase up to 4 million shares of Company Common Stock, at an exercise price of $0.25 per share. The options will expire three years from the date of shareholder approval.

Upon the approval of this Proposal 4, the stock options will immediately vest. The Board of Directors is requesting that you vote to approve and ratify the issuance of the stock options. The proposal must receive an affirmative vote of the majority of all outstanding shares of the Company’s Preferred Stock, Common Stock and Convertible Common Stock present or represented at the meeting and entitled to vote, voting together as a single class, to be adopted and approved.

THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE ‘‘FOR’’ THIS PROPOSAL 4 TO APPROVE AND RATIFY THE NON-QUALIFIED
STOCK OPTION GRANTED TO BRIAN MOUNTFORD.

PROPOSAL 5: ADJOURNMENT OF THE MEETING, IF NECESSARY OR
APPROPRIATE, TO SOLICIT ADDITIONAL PROXIES IF THERE ARE INSUFFICIENT VOTES AT THE TIME OF THE MEETING TO APPROVE EACH PROPOSAL

In the event that, at the time of the meeting, there are insufficient votes to approve each proposal, it may be necessary or appropriate to adjourn the meeting to solicit additional proxies. The Board of Directors is requesting that you vote to approve the adjournment of the meeting in those circumstances.

THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE ‘‘FOR’’ THIS PROPOSAL 5 TO ADJOURN THE MEETING, IF NECESSARY OR APPROPRIATE,
TO SOLICIT ADDITIONAL PROXIES IF THERE ARE INSUFFICIENT VOTES
AT THE TIME OF THE MEETING TO APPROVE EACH PROPOSAL.

The Board of Directors does not have a committee of independent directors to serve as an audit committee. The Board will seek to add such members as needed to establish an audit committee with a financial expert as soon as practicable following the initiation of business operations.

The Board of Directors is not aware of any other matter other than those set forth in this proxy statement that will be presented for action at the meeting. If other matters properly come before the meeting, the persons appointed as proxies intend to vote the shares they represent in accordance with their best judgment in the interest of the Company.

The SEC allows filers to ‘‘incorporate by reference’’ information into their Proxy Statements, which means that filers can disclose important information to recipients of proxy statements by referring them to another document or report filed separately with the SEC. The information incorporated by reference is deemed to be a part of this Proxy Statement, except to the extent any information is superseded by this Proxy Statement. Our Annual Report on Form 10-KSB for the fiscal year ended December 31, 2006, filed with the SEC on November 20, 2007, and Quarterly Report on Form 10-QSB for the nine-months ended September 30, 2007, filed with the SEC on November 20, 2007, accompany this proxy statement and contain important information about the Company and its finances, are incorporated into this proxy statement. The Company undertakes to deliver promptly, without charge, upon the written or oral request of any stockholder, a copy of our annual report on Form 10-KSB for the year ended December 31, 2006, including the financial statements and schedules filed therewith. Written requests for such reports should be addressed to Chief Consolidated Mining Company, Corporate Secretary, c/o Dimeling, Schreiber & Park, 1629 Locust Street, Philadelphia, PA 19103. The Corporate Secretary may be reached by telephone at (215) 546-8585.

WHETHER OR NOT YOU INTEND TO BE PRESENT AT THE SPECIAL MEETING, PLEASE COMPLETE, SIGN, DATE AND RETURN THE ENCLOSED PROXY AT YOUR
EARLIEST CONVENIENCE.

ARTICLES OF AMENDMENT
TO THE
ARTICLES OF INCORPORATION OF
CHIEF CONSOLIDATED MINING COMPANY

Chief Consolidated Mining Company (the ‘‘Corporation’’), a corporation organized and existing under the laws of the State of Arizona, does hereby certify that:

FIRST: The Board of Directors of the Corporation, by written consent filed with the minutes of the proceedings of the board, duly adopted resolutions declaring advisable the amendment (the ‘‘Amendment’’) of the Articles of Incorporation of the Corporation (the ‘‘Articles’’). The resolutions setting forth the proposed Amendment are as follows:

NOW, THEREFORE, BE IT RESOLVED, that the Articles be amended so as to strike the first paragraph of Article IV and replace that paragraph with the following:

The total amount of the authorized capital stock of this Corporation shall be One Million Five Hundred Thousand (1,500,000) shares of Preferred Stock, par value $0.50 per share, One Hundred Million (100,000,000) shares of Common Stock having a par value of $0.01 per share and Thirty Million (30,000,000) shares of Convertible Common Stock, par value $0.01 per share.

Preferred Stock, Common Stock and Convertible Common Stock shall each have equal voting powers, each share entitling the holder to one vote at all meetings of the stockholders on all matters upon which stockholders are entitled to vote under Arizona law, and, except for the 8% Convertible Common Stock dividend as described in the designation of Convertible Common Stock set forth herein, such Preferred Stock, Common Stock and Convertible Common Stock shall participate equally in all dividends declared.

FURTHER RESOLVED, that the Articles be amended so as to strike Article VI in its entirety and replace Article VI with the following:

The affairs of this Corporation shall be conducted by the Board of Directors consisting of not less than one (1) nor more than seven (7) persons. The number of directors to serve shall be fixed by the Board of Directors from time to time and shall be as provided by the By-laws of the Corporation. All directors shall be elected annually at either an annual or special stockholders’ meeting as may be provided by the Board of Directors, and shall hold office until their successors are elected and qualify or as provided by the By-laws of the Corporation.

SECOND: That the stockholders approved the aforesaid Amendment by an affirmative majority vote of shares of Preferred Stock, Common Stock and Convertible Common Stock, voting as a single class, at a duly convened meeting of stockholders in accordance with Section 10-1003 of the Arizona Business Corporation Act.

THIRD: That the Amendment was duly adopted in accordance with the provisions of Section 10-1006 of the Arizona Business Corporation Act.

IN WITNESS WHEREOF, the Corporation has caused this Articles of Amendment to be signed by its duly authorized officer, this day of , 2008.

CHIEF CONSOLIDATED MINING COMPANY
Special Meeting of Stockholders
February 1, 2008

The undersigned stockholder of Chief Consolidated Mining Company (the ‘‘Company’’) hereby constitutes and appoints Richard R. Schreiber and Steven G. Park, and each of them, his true and lawful attorneys and proxies, with full power of substitution in and for each of them, to vote all of the shares of preferred stock, convertible common stock, and common stock of the Company which the undersigned is entitled to vote at the Special Meeting of Stockholders (the ‘‘Special Meeting’’) to be held at Pepper Hamilton LLP, 3000 Two Logan Square, Eighteenth and Arch Streets, Philadelphia, PA 19103 at 10:00 A.M., Eastern Standard Time, on February 1, 2008, or at any postponement or adjournment thereof, on any and all of the proposals contained in the Notice of Special Meeting of Stockholders (the ‘‘Notice’’), with all the powers the undersigned would possess if present personally at said meeting, or at any postponement thereof.

THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED ‘‘FOR’’ ALL PROPOSALS.

INSTRUCTION: Cumulative voting applies to the election of directors. The number of votes to which you are entitled equals three times the number of shares of Preferred Stock, Common Stock or Convertible Common Stock that you beneficially own. The proxy holders will apportion votes among the director nominees such that the maximum number of director nominees may be elected. You may elect to withhold authority for any votes to be apportioned to a director nominee by striking the nominees name in the line above.

NOTE: The failure to obtain a majority affirmative vote for any of the amendments will defeat all amendments.

Please sign exactly as your name appears and return this proxy immediately in the enclosed stamped self-addressed envelope.

Check whether the issuer is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act.

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. Yes

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes

State the number of shares outstanding of each of the issuer’s classes of common equity, as of November 15, 2007.

The following discussion is intended to assist you in understanding our financial condition and plan of operations. You should read the following discussion along with our financial statements and related notes included in this Quarterly Report on Form 10-QSB.

We were organized in 1909 and own or control approximately 16,000 acres of mining land in Utah and Juab counties in Utah. These properties include the Burgin Mine, whose mining rights are owned by our subsidiary Tintic Utah Metals, LLC, a Colorado limited liability company, and the Trixie Mine, owned by our subsidiary Chief Gold Mines, Inc., a Delaware corporation. Of these 16,000 acres, approximately 6,000 acres are subject to being sold, as discussed below, pursuant to a Consent Decree with the Environmental Protection Agency.

The Trixie Mine is located on property owned by our wholly-owned subsidiary, Chief Gold Mines, and is 1.5 miles from Tintic Utah’s concentrating mill. Our subsidiary, Tintic Utah, last processed gold and silver ores produced from the Trixie Mine at Tintic Utah’s concentrating mill in early 2002. Due to past safety conditions at the Trixie Mine, we are not currently operating the mine and do not presently plan to resume mining operations, although we may be interested in various other options including, joint ventures or leasing or selling the Trixie.

The Burgin Mine, which is located in the East Tintic Mining District of Utah, is also not currently in production. We cannot proceed with production at the mine unless we can dewater the mine and raise capital for use in connection with restarting mining operations. We have applied for permission to appropriate water from the Burgin Mine and the application is currently pending before the Utah State Engineer. If it approves our application, we may then begin negotiations with various potential partners with the intention of finding a method to finance the construction of a water treatment facility. The water treatment facility would be used as the means for disposing of the water pumped from the lower levels of the Burgin Mine, enabling us to proceed with development and production programs. Although there were objections to our application, we have been in negotiations regarding the terms of an agreement with the main objectors. The Utah State Engineer will issue a decision on the application and we would have the right to appeal any adverse decision to a court. We are unable to predict whether an agreement with the objectors will be signed or when the Utah State Engineer will render his decision. Even if the Utah State Engineer approves our application and we reach an agreement with the objectors, we may not have the necessary funds to proceed, and even if we do have such funds, we may not use these funds to proceed at the Burgin Mine. If we are not successful in obtaining water rights, we believe there may be alternative methods to successfully dewater the mine.

As a result of the suspended mining and processing operations, we are not generating any revenues and we do not have sufficient funding to make the significant safety improvements required in the Trixie Mine or to continue exploration efforts related to the Burgin Mine. As a result, we have had no significant operating activity since early 2002.

In the mining aspect of our activities, we will concentrate on seeking one or more joint venture partners or other arrangements to fund the startup of mining operations. To the extent we enter into

such an arrangement, we could contribute mining properties and/or the Burgin concentrating mill to any joint venture arrangement in return for a percentage interest in the venture, with our partner(s) to provide the main portion of cash funding requirements.

We have an immediate cash need. No assurance can be given that we will be able to raise the necessary funds, or if the funds are raised, that we will be able to restart our mining operations.

Our financial statements have been prepared assuming that we will continue as a going concern. We recognized $0 in revenues for the nine months ended September 30, 2007. We have suffered net losses of $757,347 for the nine months ended September 30, 2007. Additionally, as of September 30, 2007, we had an accumulated deficit of $97,718,646. These matters raise substantial doubt about our ability to continue as a going concern.

As of September 30, 2007, we had $950,000 of land and mining claims and $162,500 of mining related buildings, machinery and equipment. The realization of our investment in land and mining claims and mining related buildings and equipment is dependent upon various factors, including: our success in exploration efforts to discover additional mineral resources and in proving the technical feasibility and commercial viability of the identified mineral resources, and our ability to obtain necessary funding to continue exploration of the mining properties and to finance operations.

In December 2005, Dimeling, Schreiber & Park Reorganization Fund II, LP, agreed to purchase $2.5 million in convertible debentures contingent upon creditors holding more than 50% of our then outstanding indebtedness agreeing to settle such outstanding amounts. The minimum level of acceptances with creditors has been reached. The funds are held in escrow by our counsel and are dispersed by the escrow agent to pay creditors as they individually agree with us and to pay legal, accounting and other consulting fees as incurred. The debentures automatically convert into Common Stock at $0.25 per share immediately upon shareholder approval of certain amendments to our Articles of Incorporation, including a decrease in the par value. In the event that the shareholders do not approve such amendments, the debentures will become immediately due and payable.

In addition, in May 2006, some of the holdings of Tintic Utah Metals, LLC, Central Standard Mines Co., and Eagle and Blue Bell Mining Co., our subsidiaries, were sold at tax sale. We have been reviewing our options to recover these properties.

Based on an evaluation of Chief’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e)) under the Securities Exchange Act of 1934, as amended), the Chief Executive and Chief Financial Officer of Chief has concluded that Chief’s disclosure controls and procedures were effective as of September 30, 2007.

There were no changes in Chief’s internal controls over financial reporting during the quarter ended September 30, 2007 that materially affected, or was reasonably likely to materially affect, Chief’s internal control over financial reporting.

In February 2005, we agreed to a judgment against us by the EPA in the amount of $60 million. The judgment will remain in effect until we have complied with all the requirements of a Consent Decree issued to us by the EPA. Our material obligations under the Consent Decree include:

In the event that we complete all of our obligations under the Consent Decree, the EPA will file a Release of Notice of Federal Lien in the Office of the Juab County Recorder and we will be relieved of the $60 million liability, resulting in a gain in such future period. As of the current date, we continue to have obligations under the terms of the consent decree and are in compliance with those terms. The judgment amount of $60 million represents the future value of clean up costs when the terms of the Consent Decree are satisfied on February 9, 2010.

On August 30, 2002, Royce Hackworth and Hackworth Drilling, Inc. filed a complaint against us and Adren Underwood in the Fourth Judicial District Court in and for Juab County, Utah (Civil No. 02060124). The complaint sought monetary relief of $37,697.14 for drilling services that were rendered to us by Hackworth Drilling. Judgment in the amount of $37,697.14 has been entered against us. We have had numerous communications with the plaintiff’s counsel regarding settlement, but the plaintiff has not responded to any of our offers.

Alta Steel filed a complaint against Tintic Utah Metals, LLC, our subsidiary, in the Fourth Judicial District Court in and for Juab County, Utah (Civil No. 020600141). Alta Steel claimed monetary damages in the amount of $12,440.35 for materials and labor supplied by Alta Steel. A default judgment was entered against Tintic Utah Metals, LLC on November 27, 2002 in the amount of $12,440.35. Tintic Utah filed a motion to set aside the judgment on November 28, 2002. We then settled the judgment for $2,448.07 in March 2007. The amount was paid in full on April 24, 2007.

On June 25, 2002, Codale Electric Supply, Inc. filed a complaint against us and Tintic Utah Metals, LLC, our subsidiary, in the Fourth Judicial District Court in and for Utah County, Utah (Civil No. 020402764). The complaint sought money damages in the amount of $16,583.18 plus attorneys’ fees and costs for breach of contract, breach of covenant of good faith and fair dealings, quantum meruit and mechanic’s lien foreclosure. Judgment was stipulated to and entered in the amount of $19,378.34 on May 6, 2003. We have made an offer to settle, but the plaintiff has not responded to our offer.

On April 23, 2007, Leonard Weitz filed a complaint against us in the Fourth Judicial District in and for Utah County, Utah (Case No. 07010174). An amended complaint was filed on June 23, 2007. The complaint is seeking money damages in the amount of $726,000.00 for alleged breach of contract arising out of Mr. Weitz’s employment agreement with the Company. We believe we have meritorious defenses to the claims asserted in the action and intend to vigorously defend the matter.

In addition, we were named, along with two other corporate entities, as a respondent in an administrative proceeding before the Utah Labor Commission in August 2006. In the proceeding, the seventy-six year old petitioner alleged that he was one of our employees from 1950 to 1954 and has contracted lung cancer as a result of his employment. The plaintiff sought medical expenses and permanent total disability compensation. The plaintiff is now deceased. His widow claims dependent’s benefits and burial benefits. We have denied all material allegations, are investigating the claim and will vigorously dispute the petitioner’s claims. Currently, this litigation is in the discovery stage. A hearing originally scheduled for April 5, 2007 was rescheduled for September 2007. That hearing was continued at the request of the petitioner, based on a defense raised by us. No new hearing date has been set.

There have not been any material changes to procedures by which security holders may recommend nominees to our board of directors.


EXHIBIT NO.			DESCRIPTION
	3	.1	Articles of Incorporation [Incorporated by reference to Exhibit A to Chief’s Schedule 14A Proxy Statement filed on December 17, 1999 (SEC File No. 001-01761)].
	3	.2	Amended and Restated By-laws [Incorporated by reference to Exhibit 3.2 to Amendment No. 1 of Chief’s Form 10-KSB report filed on September 5, 2007 (SEC File No. 001-01761)].
	10	.1	The Operating Agreement of Tintic Utah LLC dated as of July 17, 1996 by and among Chief, Akiko Resources (Utah) Inc. and KZ Utah, Inc. [Incorporated by reference to Exhibit 10B, marked as ‘‘Exhibit A’’, to Chief’s Form 10-KSB filed on April 2, 1997 (SEC File No. 001-01761].
	10	.2	The First Amendment to Operating Agreement dated as of March 11, 1997 by and among Chief, Akiko Resources (Utah) Inc. and KZ Utah, Inc. [Incorporated by reference to Exhibit 10B, marked as ‘‘Exhibit A’’, to Chief’s Form 10-KSB filed on April 2, 1997, (SEC File No. 001-01761].
	10	.3	Second Amendment to Operating Agreement dated as of November 10, 1997 by and between Chief and KZ Utah, Inc [Incorporated by reference to Exhibit 10D, filed as Exhibit A, to Chief’s Form 10-K report filed on March 30, 1998 (SEC File No. 001-01761)].
	10	.4	Third Amendment to Operating Agreement dated as of October 1, 1998 by and between Chief and KZ Utah, Inc [Incorporated by reference to Exhibit 10D, filed as Exhibit A, to Chief’s Form 10-KSB report filed on April 15, 1999 (SEC File No. 001-01761)].
	10	.5	Fourth Amendment to Operating Agreement dated as of September 9, 1999 by and between Chief and KZ Utah, Inc [Incorporated by reference to Exhibit 10E, filed as Exhibit A, to Chief’s Form 10-KSB report filed on March 30, 2000 (SEC File No. 001-01761)].
	10	.6	Fifth Amendment to the Operating Agreement dated as of January 1, 2001 [Incorporated by reference to Form 10-QSB filed on August 14, 2001].
	10	.7	The Articles of Organization of Tintic Utah LLC is incorporated by reference to an exhibit to Form 10-KSB filed on April 2, 1997.
	10	.8	Stock Purchase Agreement dated as of November 19, 1999 between Chief and Dimeling, Schreiber & Park [Incorporated by reference to Chief’s Form 8-K report filed on November 30, 1999 (SEC File No. 001-01761)].
	10	.9	Registration Rights Agreement dated as of November 19, 1999 between Chief and Dimeling, Schreiber & Park [Incorporated by reference to Chief’s Form 8-K report filed on November 30, 1999 (SEC File No. 001-01761)].
	10	.10	Form of Warrant issued to Dimeling, Schreiber & Park by Chief dated as of November 19, 1999 [Incorporated by reference to Chief’s Form 8-K report filed on November 30, 1999 (SEC File No. 001-01761)].


EXHIBIT NO.			DESCRIPTION
	10	.11	EPA Consent Decree [Incorporated by reference to Exhibit 10.11 to Amendment No. 1 of Chief’s Form 10-KSB report filed on September 5, 2007 (SEC File No. 001-01761)].
	10	.12	Debenture Purchase Agreement [Incorporated by reference to Exhibit 10.12 to Amendment No. 1 of Chief’s Form 10-KSB report filed on September 5, 2007 (SEC File No. 001-01761)].
	10	.13	Escrow Agreement [Incorporated by reference to Exhibit 10.13 to Amendment No. 1 of Chief’s Form 10-KSB report filed on September 5, 2007 (SEC File No. 001-01761)].
	10	.14	Chief Consolidated Mining Company Prospect and Retrospect dated as November 2005 [Incorporated by reference to Exhibit 10.14 to Amendment No. 1 of Chief’s Form 10-KSB report filed on September 5, 2007 (SEC File No. 001-01761)].
	21	.1	Subsidiary List [Incorporated by reference to Exhibit 21.1 to Amendment No. 1 of Chief’s Form 10-KSB report filed on September 5, 2007 (SEC File No. 001-01761)].
	31	.1	Certification by Chief Executive Officer pursuant to Rule 13a-14(a)/15d-14(a) (filed herewith).
	31	.2	Certification by Chief Financial Officer pursuant to Rule 13a-14(a)/15d-14(a) (filed herewith).
	32		Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith).

CHIEF CONSOLIDATED MINING COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(UNAUDITED)


	September 30, 2007				December 31, 2006
ASSETS
Current assets
Cash		$	275,310			$	939,578
Accounts receivable			13,356				—
Prepaid expenses			119,137				—
Other current assets			31,333				35,720
Total current assets			439,136				975,298
Land and mining claims			950,000				950,000
Buildings, machinery and equipment, net			162,500				200,000
Reclamation funds on deposit			488,300				488,300
Total assets		$	2,039,936			$	2,613,598
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities
Accounts payable		$	600,074			$	588,339
Related party payable			391,351				380,305
Interest payable			349,589				200,000
Accrued liabilities			110,285				110,285
Accrued convertible common stock dividends			823,139				694,421
Total current liabilities			2,274,438				1,973,350
Long-term liabilities
Convertible debentures			2,500,000				2,500,000
Reclamation obligation			514,264				502,948
EPA settlement obligation			60,000,000				60,000,000
Total long-term liabilities			63,014,264				63,002,948
Minority interest in consolidated subsidiaries			24,727				24,727
Shareholders’ deficit
Preferred stock, $0.50 par value; 1,500,000 shares authorized; 10,899 shares outstanding; liquidation preference of $5,450			5,450				5,450
Convertible common stock, $0.50 par value; 30,000,000 shares authorized; 4,060,000 shares outstanding			2,030,000				2,030,000
Common stock, $0.50 par value; 50,000,000 shares authorized; 10,635,507 shares outstanding			5,314,209				5,314,209
Additional paid-in capital			23,773,747				23,773,747
Stock purchase rights			3,321,747				3,321,747
Accumulated deficit			(97,718,646	)			(96,832,580	)
Total stockholders’ deficit			(63,273,493	)			(62,387,427	)
Total liabilities and stockholders’ deficit		$	2,039,936			$	2,613,598

CHIEF CONSOLIDATED MINING COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)


	Three months Ended Sept 30, 2007				Three months Ended Sept 30, 2006				Nine months Ended Sept 30, 2007				Nine months Ended Sept 30, 2006
Revenue
Mining revenue		$	—			$	—			$	—			$	—
Land sales and other			—				—				—				2,214
Total revenue			—				—				—				2,214
Operating expenses
General and administrative			221,489				93,439				565,861				244,412
Depreciation and depletion			12,500				12,500				37,500				37,500
Accretion of reclamation obligation			3,772				3,662				11,316				10,986
Total expenses			237,761				109,601				614,677				292,898
Other income (expense)
Interest Income			7,673				26,030				22,534				54,345
Interest expense			(50,411	)			(58,636	)			(149,589	)			(178,278	)
Other expenses			—				—				(15,615	)			—
Gain on forgiveness of debt			—				82,933				—				347,949
Total Other income (expense)			(42,738	)			50,327				(142,670	)			224,016
Net loss			(280,499	)			(59,274	)			(757,347	)			(66,668	)
Eight percent convertible common stock dividends			(35,427	)			(45,924	)			(128,719	)			(135,585	)
Loss attributable to common stockholders		$	(315,926	)		$	(105,198	)		$	(886,066	)		$	(202,253	)
Basic and diluted loss per common share		$	(0.03	)		$	(0.01	)		$	(0.08	)		$	(0.02	)
Basic and Diluted Weighted-Average Common Shares Outstanding			10,635,507				10,635,507				10,635,507				10,635,507

CHIEF CONSOLIDATED MINING COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)


	For The Nine Months Ended September 30,
	2007				2006
Cash Flows from Operating Activities:
Net loss		$	(757,347	)		$	(66,668	)
Adjustments to reconcile net loss to net cash used in operating activities:
Accretion of reclamation obligation			11,316				10,986
Gain on forgiveness of debt			—				(347,949	)
Depreciation and depletion			37,500				37,500
Changes in operating assets and liabilities:
Accounts receivable			(13,356	)			—
Other assets			4,386				(8,740	)
Reclamation funds on deposit			—				(2,214	)
Related party payable			11,046				(979	)
Accounts payable			11,735				(137,140	)
Interest payable			149,589				170,146
Prepaid expenses			(119,137	)			(101,685	)
Director indemnification			—				(127,736	)
Net Cash Used in Operating Activities			(664,268	)			(574,479	)
Cash Flows from Financing Activities:
Proceeds from release of proceeds from convertible debentures from restricted cash			—				2,500,000
Principal payments on notes payable			—				(26,608	)
Net Cash Provided By Financing Activities			—				2,473,392
Net Change in Cash			(664,268	)			1,898,913
Cash at Beginning of Period			939,578				10
Cash at End of Period		$	275,310			$	1,898,923
Supplemental Cash Flow Information
Cash paid for interest		$	—			$	53,563
Supplemental Schedule of Noncash Investing and Financing Activities
Convertible common stock dividends accrued		$	128,718			$	135,585

CHIEF CONSOLIDATED MINING COMPANY AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Chief Consolidated Mining Company (‘‘Chief’’ or the ‘‘Company’’) was incorporated in the state of Arizona in 1909. Chief currently is the owner of or has vested interests in approximately 16,000 acres of patented mining property in the Tintic Mining Districts in Utah County and Juab County, Utah. Chief and its subsidiaries (collectively, the ‘‘Company’’) operate as a mineral resource company seeking to engage in the exploration and development of their mining claims and properties.

The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and pursuant to the rules and regulations of the Securities and Exchange Commission. Accordingly, certain information and disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to such rules and regulations. These financial statements should be read in conjunction with the Company’s annual financial statements and the notes thereto for the year ended December 31, 2006. In the opinion of the Company’s management, the accompanying unaudited condensed consolidated financial statements contain all adjustments (consisting of only normal recurring adjustments) necessary to fairly present the consolidated financial position of Chief Consolidated Mining Company and subsidiaries as of September 30, 2007, and the results of their operations for the three and nine months ended September 30, 2007 and 2006 and their cash flows for the nine months ended September 30, 2007 and 2006. The results of operations for the nine months ended September 30, 2007, may not be indicative of the results that may be expected for the year ending December 31, 2007 or for any other period.

Business Condition – The Company’s financial statements are prepared using accounting principles generally accepted in the United States of America applicable to a going concern that contemplates the realization of assets and liquidation of liabilities in the normal course of business.

During 2002, the Company suspended mining and processing operations. As a result, the Company is not generating any mining revenue and has not had sufficient funding to make the significant safety improvements required in the Trixie Mine or to continue exploration efforts related to the Burgin Mine. As of September 30, 2007, the Company had $950,000 of land and mining claims and $162,500 of mining related buildings, machinery and equipment, which in aggregate, represent approximately 55% of total assets. The Company’s buildings, machinery and equipment consist principally of the Tintic Mill located at the Trixie mine. The realization of the Company’s investment in land and mining claims and mining related buildings, machinery and equipment is dependent upon various factors, including the outcome of: (i) the Company’s success in exploration efforts to discover additional mineral resources and in proving the technical feasibility and commercial viability of the identified mineral resources, (ii) the Company’s ability to obtain necessary funding to continue exploration of the mining properties and to finance operations while the Company pursues real estate development alternatives for portions of the Company’s land, (iii) the Company’s success in finding a joint venture partner to provide capital funding for the Company’s continued exploration of its mining properties, (iv) the Company’s ability to profitably lease the Tintic Mill or its mining claims to outside entities, and (v) the Company’s success in selling or developing certain of its land surface rights to fund its continued mining and exploration activities.

During 2002, the Environmental Protection Agency (EPA) completed a study and finalized its actions to be taken in response to the release of waste materials at and around the Eureka Mills Superfund Site located in Juab County, Utah. The EPA is seeking reimbursement from the Company in the amount of $60 million for its portion of the liability based on the ownership and the conduct of mining operations on portions of the site. During 2005, the Company reached a settlement agreement with the EPA regarding the judgment, as discussed more fully in Note 6.

CHIEF CONSOLIDATED MINING COMPANY AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

These matters raise substantial doubt about the Company’s ability to continue as a going concern. The consolidated financial statements do not include any adjustments relating to the recoverability or classification of assets or liabilities that might be necessary should the Company not be able to continue as a going concern.

The Board of Directors is currently pursuing efforts to obtain additional sources of financing to allow the Company to proceed with its operations. The Company is also investigating selling portions of its land surface rights in order to comply with the EPA Consent Decree.

Use of Estimates – The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates. The estimated amount of the reclamation and EPA settlement obligations are particularly subject to change in the near term.

Impairment of Long-Lived Assets – The Company accounts for long-lived assets pursuant to SFAS No. 144, Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed Of. The Company evaluates its land and mineral properties, buildings, machinery and equipment and other long-lived assets for impairment at least quarterly and assesses their recoverability based upon anticipated future cash flows. If changes in circumstances lead Company management to believe that any of its long-lived assets may be impaired, the carrying value of long-lived assets are reduced by the estimated excess of the carrying value over the fair value of the assets.

Basic and Diluted Loss Per Common Share – Basic loss per common share excludes dilution and is computed by dividing net loss applicable to common stockholders by the weighted-average number of common shares outstanding during the period. Diluted loss per common share reflects the potential dilution that could occur if stock options were exercised or convertible common stock was converted into common stock. The computation of diluted loss per common share does not assume exercise or conversion of securities that would have an antidilutive effect on net loss per common share.

At September 30, 2007 and 2006, there were outstanding options to purchase 185,000 and 245,000 shares of common stock, respectively, which were excluded from the computation of diluted loss per common share. In addition, for the periods ended September 30, 2007 and 2006, there were 4,060,000 shares of convertible common stock outstanding and 10,000,000 shares of common stock underlying our convertible debentures outstanding that were excluded from the computations of diluted loss per common share. These potential common shares were excluded because they were antidilutive and would have decreased diluted loss per common share.

Reclamation Costs – The Company provides for reclamation costs and penalties for the retirement obligations associated with tangible long-lived assets. Reclamation liabilities are accrued based on estimates of known environmental exposure in conjunction with feasibility studies and are accreted over the estimated life of the assets.

Environmental Remediation Costs (EPA Settlement) Liability – The Company follows the guidance of SOP 96-1, Environmental Remediation Liabilities, by accounting for losses associated with environmental remediation obligations when such losses are probable and reasonably estimable. Accruals for estimated losses from environmental remediation obligations are recognized upon the completion of a feasibility study.

Such accruals are adjusted as further information develops or cirumstances change. Costs of future expenditures are not discounted to their present value.

CHIEF CONSOLIDATED MINING COMPANY AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Recent Accounting Pronouncements – In September 2006, the FASB issued SFAS No. 157, Fair Value Measurements (SFAS 157). SFAS 157 defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. SFAS 157 will be applied prospectively and is effective for fiscal years beginning after November 15, 2007, and interim periods within those fiscal years. SFAS 157 is not expected to have a material impact on the Company’s consolidated financial statements.

In February 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial Assets and Financial Liabilities – including an Amendment of FASB Statement No. 115, which allows an entity to choose to measure certain financial instruments and liabilities at fair value. Subsequent measurements for the financial instruments and liabilities an entity elects to fair value will be recognized in earnings. SFAS No. 159 also establishes additional disclosure requirements. SFAS No. 159 is effective for fiscal years beginning after November 15, 2007, with early adoption permitted provided that the entity also adopts SFAS No. 157. The Company is currently evaluating whether to adopt SFAS No. 159.

The Company has amounts payable to Dimeling, Schreiber & Park Reorganization Fund II, LP in the amount of $343,766 and $321,143 at September 30, 2007 and December 31, 2006, respectively, and owes Dimeling, Schreiber & Park Reorganization Fund II, LP $2,500,000 at September 30, 2007 and December 31, 2006 under the terms of convertible debentures payable, as discussed further in Note 4. A representative of Dimeling, Schreiber & Park Reorganization Fund II, LP is management of the Company. In addition, the Company has accrued payroll liabilities in the amount of $43,419 and $54,996 to former employees as of September 30, 2007 and December 31, 2006.

During December 2005, the Board resolved to issue convertible debentures in the amount of $2.5 million to Dimeling, Schreiber & Park Reorganization Fund II, LP. The debentures accrue interest at an annual rate of 8%, payable at the time of conversion in additional shares of common stock. The conversion price is $0.25 per share. The debentures automatically convert into shares of common stock at the rate of 4,000 shares for each $1,000 principal amount upon the approval of the shareholders of certain amendments to the Articles of Incorporation. Under APB 14, none of the proceeds were attributable to the conversion feature.

Reclamation of Mines – Prior to 1993, the Company or companies that were subsequently acquired by the Company leased certain of its mining properties to other companies for operation, exploration and development. Under the terms of the leases, these other companies were obligated to comply with all federal, state and local environmental laws and regulations affecting the mining industry. Tintic assumed a reclamation obligation from the previous operator of the Burgin Mine. In addition, the Company also holds a small mining permit and reclamation obligation in connection with its Chief Gold properties.

At September 30, 2007, the Company has $488,300 of cash held in escrow in the form of reclamation bonds with the State of Utah to assure that the Company will settle the reclamation obligations. All interest income on the bonds is currently being garnished by the Internal Revenue Service to cover certain taxes, penalties, and interest included in accrued liabilities on the Company’s balance sheet.

CHIEF CONSOLIDATED MINING COMPANY AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

On April 23, 2007, Leonard Weitz filed a complaint against us in the Fourth Judicial District in and for Utah County, Utah (Case No. 07010174). An amended complaint was filed on June 23, 2007. The complaint is seeking money damages in the amount of $726,000.00 for alleged breach of contract arising out of Mr. Weitz’s employment agreement with the Company. The Company believes it has meritorious defenses to the claims asserted in the action and intends to vigorously defend the matter.

Environmental Protection Agency Settlement – During 2001, the U.S. Environmental Protection Agency (‘‘EPA’’) proposed to place what the agency has titled the ‘‘Eureka Mills Superfund Site’’ (the ‘‘Site’’) on the National Priorities List, as authorized under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (‘‘CERCLA’’). According to the EPA, samples indicate that the soil in the Town of Eureka, Utah is contaminated with lead and, to a lesser extent, arsenic. The Site consists of approximately 150 acres in the town of Eureka, Utah.

On October 18, 2002 the EPA finalized its actions to be taken in response to the release of waste materials at and around the Site. The EPA is seeking reimbursement from the Company for its portion of the liability based on the ownership and the conduct of mining operations on portions of the Site. On February 9, 2005, the Company agreed to a judgment with the EPA in the amount of $60 million. The judgment will remain in effect until the Company has complied with all the requirements of the related consent decree. The following details the Company’s obligations under the judgment:

CHIEF CONSOLIDATED MINING COMPANY AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

In the event the Company completes all of its obligations under the consent decree, the EPA will file a Release of Notice of Federal Lien in the office of the Juab County Recorder and the Company will be completely relieved of the $60 million liability, resulting in a gain in such future period. To date, the Company has fully complied with all terms of the agreement.

The judgment amount of $60 million represents the future value of clean up costs when the terms of the consent decree are satisfied on February 9, 2010. The Company elected to adopt SFAS 5 and SOP 96-1 during the year ended December 31, 2002 with respect to the EPA settlement obligation. The Company recognized the face value (undiscounted) of the liability and there will be no accretion expense of it.

In accordance with Section 13 or 15(d) of the Exchange Act, the Registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

1. I have reviewed this quarterly report on Form 10-QSB of Chief Consolidated Mining Company;

2. Based on my knowledge, this 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 report;

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

4. The small business issuer’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the small business issuer and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the small business issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Evaluated the effectiveness of the small business issuer’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(c) Disclosed in this report any change in the small business issuer’s internal control over financial reporting that occurred during the small business issuer’s most recent fiscal quarter (the small business issuer’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the small business issuer’s internal control over financial reporting; and

5. The small business issuer’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the small business issuer’s auditors and the audit committee of the small business issuer’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the small business issuer’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer’s internal control over financial reporting.

1. I have reviewed this quarterly report on Form 10-QSB of Chief Consolidated Mining Company;

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer’s internal control over financial reporting.

Certification of Principal Executive and Principal Financial Officer 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 Quarterly Report of Chief Consolidated Mining Company (the ‘‘Company’’) on Form 10-QSB for the period ended September 30, 2007 as filed with the Securities and Exchange Commission on the date hereof (the ‘‘Report’’), the undersigned principal executive and financial officer of the Company hereby certifies, pursuant to 18 U.S.C. section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002, to the best of his knowledge, that:

(1) The 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 Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

CHIEF CONSOLIDATED MINING COMPANY
(Name of small business issuer in its charter)

15988 SILVER PASS ROAD, P.O. BOX 51, EUREKA, UTAH 84628
(Address of Principal Executive Offices) (Zip Code)

Securities registered under section 12(b) of the Exchange Act: Common Stock, $0.50 Par Value

Check whether the issuer is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act.

Check if there is no disclosure of delinquent filers in response to Item 405 of Regulation S-B contained in this form, and no disclosure will be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-KSB or any amendments to this Form 10-KSB.

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

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

State the number of shares outstanding of each of the issuer’s classes of common equity, as of November 15, 2007:

Chief Consolidated Mining Company was organized as a corporation under the laws of Arizona in 1909. Our mining and executive office is located in Eureka, Juab County, Utah. Our principal subsidiaries, or corporations which we control, are Tintic Utah Metals, LLC, a Colorado limited liability company and Chief Gold Mines, Inc., a Delaware corporation. In our own name, through these subsidiary companies and other subsidiaries, we own interests in mining properties, including the Burgin Mine and the Trixie Mine. Neither mine is currently in production but are subject to development efforts as further described below. We own a 75% membership interest in Tintic Utah. Chief Gold Mines is our wholly-owned subsidiary.

We own or control approximately 16,000 acres of patented mining land in our own name and through our subsidiaries. Of these 16,000 acres, approximately 6,000 acres are subject to being sold, as discussed below, pursuant to a Consent Decree approved by the United States District Court for the District of Utah in January 2005 on behalf of the Environmental Protection Agency. These 6,000 acres are generally similar to the 6,000 acres that we considered selling to developers in 2000-2002 for residential and commercial purposes. The 6,000 acres, however, are still classified as mining land even though the land has not been mined to date.

In 2005, we commissioned a study on the further development and exploitation of our mining claims in the Tintic and East Tintic Mining Districts. The engineers who completed the study concluded that significant opportunities may exist and recommended a program of development to increase the value and enhance the prospects of viably operating four projects:

Tintic Utah was organized in 1996 under the Colorado Limited Liability Company Act as a joint venture for the development of properties that we contributed to Tintic Utah. At that time, we entered into an operating agreement with KZ Utah, Inc., a subsidiary of Korea Zinc Co. Ltd. and Akiko Gold Resources Ltd. to form Tintic Utah. The operating agreement governs the management and operations of the properties owned by Tintic Utah and the rights and obligations of the members of Tintic Utah to each other. Pursuant to the terms of the operating agreement, we transferred the mining rights to approximately 8,500 acres of our patented mining property in the East Tintic Mining District of Utah, including the Burgin Mine, to Tintic Utah in exchange for a 50% membership interest. Korea Zinc contributed $3,000,000 to Tintic Utah for a 25% membership interest. The funds from Korea Zinc were used by Tintic Utah for rehabilitation work, reserve confirmation and to produce information in connection with a potential feasibility study on the Burgin Mine. As a result of its failure to contribute the required capital to Tintic Utah, however, Akiko forfeited any rights of ownership in the joint venture and we succeeded to their 25% membership interest, increasing our ownership percentage of Tintic Utah to 75%.

The Burgin Mine, which is located in the East Tintic Mining District of Utah, is owned by Tintic Utah. It is not currently in production. We cannot proceed with production at the mine unless we can dewater the mine and raise capital for use in connection with restarting mining operations. We have

applied for permission, as described further below, to appropriate water from the Burgin Mine and this application is currently pending before the Utah State Engineer. If the Utah State Engineer approves our application, we may then begin negotiations with various potential partners with the intention of finding a method to finance the construction of a water treatment facility. The water treatment facility would be used as the means for disposing of the water pumped from the lower levels of the Burgin Mine, enabling us to proceed with development and production programs. Although there were objections to our application, we have been in negotiations regarding the terms of an agreement with the main objectors. The Utah State Engineer will issue a decision on the application and we would have the right to appeal any adverse decision to a court. We are unable to predict whether an agreement with the objectors will be signed or when the Utah State Engineer will render his decision. Even if the Utah State Engineer approves our application and we reach an agreement with the objectors, we may not have funds to proceed, and even if we do have funds, we may not use such funds to proceed at the Burgin Mine. If we are not successful in obtaining water rights, we believe there may be alternative methods to successfully dewater the mine.

In 2000, a public hearing was held before the Utah State Engineer on our application for the appropriation of the saline waters located below the 1050 foot level of the Burgin Mine. At the hearing, several objectors to the application argued that the application should be denied on the grounds that the removal of the water from the Burgin Mine would interfere with their water rights in the Utah Lake. We presented expert testimony at the hearing to demonstrate that the Burgin geothermal system and the Utah Lake geothermal system are not connected and that removal of water from the Burgin Mine would have no effect upon Utah Lake. We have been negotiating with the objectors, but cannot predict when and how the Utah State Engineer will decide the application or whether we will reach an agreement with the objectors. Even if our application is approved, we may not be able to proceed with production at the Burgin Mine.

If the water appropriation is not approved and we choose to go forward with production at the Burgin Mine, we believe there may be alternative methods to dewater the Burgin Mine. The Utah Division of Water Quality is holding an application previously filed by us for the underground injection of Burgin Mine water in abeyance until the water appropriation application is decided by the Utah State Engineer. Alternately, we may also be able to file for a temporary diversion to dewater the Burgin Mine.

If we decide to proceed with our mining business and we are able to resolve the dewatering process, we would then start a final feasibility study. The feasibility study would define the mining methods to be employed, including among other things, pre-engineering design for pumping, defining the structural steel and cement requirements, determining the locations where deep wells will be drilled and the overall evaluation of the Burgin Mine’s main ore body.

We previously held options to purchase Korea Zinc’s membership interest in Tintic Utah, and that option expired. Pursuant to the last option amendment to the operating agreement, we held an additional option to purchase Korea Zinc’s 25% membership interest for $3,000,000. That option expired on December 31, 2002. Since that option expired, the management of Tintic Utah is controlled by us and Korea Zinc through a management committee. Each member has a voting representative on the committee.

Voting is in proportion to each member’s respective membership percentage interest. As such, we will be able to determine the decisions of the management committee because we hold a majority of the percentage interests. A majority vote is required to approve a program and budget that describes the exploration, development, mining and other operational activities of Tintic Utah. The approval of a production program and budget that describes the development, rehabilitation and construction to bring the Burgin Mine into production would require the affirmative vote of us and Korea Zinc.

Chief Gold Mines was formed to enter into a transaction with South Standard Mining Company and to hold certain of our mining property in the East Tintic District of Utah. As a result of the merger in 1996

of South Standard Mining Company into our wholly-owned subsidiary, Chief Gold Mines, Chief Gold Mines owns 2,200 acres of patented mining properties located in the East Tintic District of Utah, including the Trixie Mine.

The Trixie Mine is located on property owned by our wholly-owned subsidiary, Chief Gold Mines, and is 1.5 miles from Tintic Utah’s concentrating mill. Our subsidiary, Tintic Utah last processed gold and silver ores produced from the Trixie Mine at Tintic Utah’s concentrating mill during early 2002. Due to safety conditions at the Trixie Mine, we are not operating the mine and do not presently plan to resume mining operations at the Trixie Mine, although we may be interested in various other options including, joint ventures or leasing or selling the Trixie.

During 2001, the EPA placed Eureka Mills Superfund Site on the National Priorities List, as authorized under the Comprehensive Environmental Response, Compensation and Liability Act of 1980. According to the EPA, samples indicate that, approximately 150 acres of soil in the Town of Eureka were contaminated with lead and, to a lesser extent, arsenic.

In 2002, the EPA finalized its actions to be taken in response to the release of waste materials at and around the site. The EPA is seeking reimbursement from Chief for its portion of the liability based on the ownership and the conduct of mining operations on portions of the site.

In February 2005, Chief agreed to a judgment with the EPA in the amount of $60 million. The judgment will remain in effect until we have complied with all the requirements of the Consent Decree. The following outlines our obligations under the Consent Decree:

In the event that we complete all of our obligations under the Consent Decree, the EPA will file a Release of Notice of Federal Lien in the Office of the Juab County Recorder and we will be completely relieved of the $60 million liability, resulting in a gain in such future period. As of the current date, we continue to have obligations under the consent decree and are in compliance with those terms. The judgment amount of $60 million represents the future value of clean up costs when the terms of the Consent Decree are satisfied on February 9, 2010.

As a result of the suspension of our mining operations, we were forced to lay-off all of our employees in 2002. We currently have no employees.

We are the direct owner of, or have a membership or stock ownership interest in, approximately 16,000 acres of patented mining property in the Tintic and East Tintic Mining Districts, located in Juab and Utah Counties of Utah. Title to the 16,000 acres of patented mining ground is vested in us, as the owner of the land. We are an exploration stage company. There is no assurance that a commercially viable mineral deposit exists on any of our properties. Further exploration will be required before a final evaluation may be made as to economic and legal feasibility of a development program.

The rights to approximately 8,500 acres of patented ground located in the East Tintic Mining District of Utah are held by Tintic Utah. Pursuant to the terms of Tintic Utah’s operating agreement, we transferred the mining rights of approximately 11,000 acres of our patented ground and 200 acres of our unpatented mining claims to Tintic Utah.

Under the terms of Tintic Utah’s operating agreement, ownership of approximately 2,500 acres that were not involved in Tintic Utah’s exploration and development programs reverted back to us, leaving Tintic Utah with 8,500 acres of patented mining property.

The Burgin Mine is included in the property that is held by Tintic Utah. The Burgin Mine had previously been leased by us as part of a Unit Lease, together with properties of other landowners, to Kennecott Corporation. After the Burgin Mine was removed from the Unit Lease in 1978, we leased the Burgin Mine to the Sunshine Mining Company in 1980. When Sunshine became the lessee, it gained the use of the mining shafts and other capital improvements previously made by Kennecott on the properties, including underground access by means of the Apex Number 2 Shaft.

The Apex Shaft, together with the connecting drifts and drill stations, had been rehabilitated by Sunshine at a cost of approximately $6 million. As a result of a successful lawsuit brought by us and South Standard against Sunshine relating to Sunshine’s leases with us and South Standard, the Burgin Mine was returned to us in 1992.

Tintic Utah also holds the rights to the concentrating mill (sometimes referred to as the concentrator). The concentrating mill was built by Kennecott when it was mining from the Burgin Mine under its lease. The concentrator, approximately 24,000 square feet in size, was built to process up to 1,200 tons of lead and zinc ore per day. Tintic Utah rehabilitated the concentrator over a several year period to include a precious metals (gold/silver) flow sheet. The total cost of the renovation was approximately $1,900,000. The concentrating mill processed gold and silver ores from the Trixie Mine during January, February and March 2002. The concentrates produced by the concentrating mill were brokered through H&H Metals, New York, New York, to Penoles Torreon Smelter, Penoles, Mexico.

Approximately 2,200 acres of patented mining properties located in the East Tintic Mining District of Utah are owned by Chief Gold Mines. Chief Gold Mines acquired the property as the result of a merger of South Standard Mining Company into Chief Gold Mines in 1996.

The Trixie Mine is located on this property that was acquired by Chief Gold Mines in 1996 upon its merger with South Standard. South Standard was one of the landowners who joined in a Unit Lease to

lease various properties to Kennecott. The Trixie Mine property was included in the land contributed by South Standard to the Unit Lease. Kennecott mined from the Trixie Mine, producing gold and silver that were by-products from a flux material that Kennecott used in connection with refining its copper ore from Kennecott’s Bingham Canyon mining operation in Utah. In 1983, Kennecott sold its interest in the Unit Lease to Sunshine, who operated the Trixie Mine for approximately nine years, producing similar ores for use as flux material. The Trixie Mine was received back by South Standard in 1992. South Standard continued shipping dump materials as flux from the Trixie dump for several years after 1992, but it did not mine the Trixie Mine.

We began mining ore from the Trixie Mine in 2001, and began processing ore at the concentrating mill in January 2002. In March 2002, we encountered unstable mining conditions in the Trixie Mine and suspended mining and processing operations. As a result of the suspended mining and processing operations, we are not generating any revenues and we do not have sufficient funding to make the significant safety improvements required in the Trixie Mine or to continue exploration efforts related to the Trixie Mine.

We currently own approximately 23% of the outstanding capital stock of Central Standard Consolidated Mines. Central Standard’s mining property consists of approximately 320 acres located in the north-central portion of the East Tintic Mining District. This property is surrounded by property owned by Tintic Utah. The approximately 320 acres owned by Central Standard is located about 2 miles from the Burgin Mine and the geologic characteristics of the Central Standard property are similar to those of the Trixie Mine.

In addition, in May 2006, some of the holdings of Tintic Utah Metals, LLC, Central Standard, and Eagle and Blue Bell Mining co., our subsidiaries, were sold at tax sale. We have been reviewing our options to recover these properties.

In addition to the land owned by our subsidiaries, and companies in which we have an interest, enumerated above, we own approximately 6,000 additional acres of mining land in the Tintic Mining District in Utah.

In 2005, we commissioned a group of consultants consisting of mining and geological engineers, as well as metallurgical and hydro-chemical engineers, to conduct a technical survey on our mining properties. This report is posted on our website at www.chiefmines.com and a summary of its contents is described below. The summary below does not contain all information contained in the 2005 report. The section below also describes the current status of development regarding our mining property.

Ore was initially discovered in the Tintic District, where we own our property, at the end of the 19^th century. Within a few years most of the major outcropping ore-bodies were being mined and there were 15-20 exploitation and exploration shafts. By the end of the 1871, three mining camps had been established – Eureka, Silver City and Diamond City. All future discoveries of major deposits in the East Tintic would be blind ore-bodies, based on surface alteration and found by underground geologic interpretation. In the early 1900s, miners became interested in the Tintic Standard area. The Tintic Standard Mine went on to become one of the major lead-silver mines in the world.

District production slowly increased through discovery of new mines and peaked between 1921 and 1930, when according to data from the U.S. Bureau of Mines (Morris and Mogensen (1978)) production for the decade from the combination of the Tintic and East Tintic Mining Districts reached 4,250,000 tons. From that peak, production decreased to a low of 662,000 tons between 1961 and 1970. Production from the Burgin Mine led to a second peak of 1,200,000 tons between 1971 and 1976. Total recovered metal from the district between 1869 and 1976 is as follows:

Our property in the Tintic Mining District comprises approximately 16,000 acres of patented mining claims. This property is located in Juab and Utah Counties in the State of Utah (see figure No. 2 below). In order to retain title to the patented mining property, we must pay all applicable land taxes each year. Of these mining claims, approximately 8,500 acres of patented mining rights are held by Tintic Utah Metals LLC. The center of the property is approximately 39º - 57´ N latitude and 112º - 20´ W longitude. The area is dominated by the East Tintic Mountains, a north trending fault block range near the eastern margin of the Great Basin.

The consultants have not yet determined the full extent and location of our mining claims. In the technical study, the consultants concentrated their efforts on the East Tintic District, the location of the Burgin Mine. The approximate claim boundary in that area is shown on Figure No. 3 below:

The property that was examined during the 2005 technical study is approximately 60 miles southwest of Salt Lake City, Utah and is accessible by paved county roads. The property may be reached by traveling south on Interstate 15 from Provo to Santaquin, a distance of 15 miles, then west on Highway 6 (which bisects the area) for a distance of approximately 20 miles. A spur from the Denver Rio Grande Western Railway line also services the Burgin Mine, which is the location of the primary asset development target (see Figure No. 2 above).

The topography is dominated by north trending ridges with associated valleys with elevations ranging from 5,000 feet to 10,000 feet. Precipitation amounts to approximately 15 inches per year, equally proportioned between snow and rain. The average mid-winter temperature in January is 38ºF with a recorded low of negative 18ºF. During the mid-summer (August), the average temperature is 74ºF and the maximum recorded high is 112ºF. Vegetation in the claim area is typical of semi-arid mountainous terrain. Sage juniper, hedgehog cactus and prickly pear dominate on the hotter and drier south facing slopes. Aspen, Douglas fir and spruce trees cover the higher and north facing slopes.

The town of Eureka, altitude 6460 ft., population 760, lies adjacent to the claim boundaries. This town has serviced previous mining activities. There are also a few small towns located eastward on Highway 6 towards Santaquin, a town that is located at the junction of Highway 6 and Interstate 15 and has a population of approximately 5000.

The East Tintic Range is a north trending fault block range near the eastern border of the Great Basin-range province. Its shape and orientation is controlled by northerly trending Basin-range normal faults, formed late in the geological history of the range.

The mountains are underlain by Precambrian and Paleozoic strata that underwent complex folding and faulting during the Sevier orogeny of the Cretaceous age. In Oligocene and Miocene times the deformed strata were intruded by stocks and buried by volcanic rocks.

Precambrian Formations. The Precambrian rocks exposed in the region are predominantly quartzite, argillite and brown dolomite. These rock formations total approximately 1650 ft in thickness.

Paleozoic Formations. The Paleozoic rocks unconformably overlie the Precambrian and are estimated to be approximately 12,000 feet in thickness. Morris and Mogensen, geologists who have surveyed the East Tintic area and published numerous studies, have commented that, in general, the Paleozoic rocks in the area consist of approximately 60% carbonate rocks, 30% quartzite and 10% shale. The base of the Paleozoic rock formations consists of 3,000 feet of Tintic Quartzite. Above the Tintic Quartzite, in what is known as the Ophir Formation, lies limey shales and limestones. Above the Ophir Formation, sandstones and shale are distinctly subordinate to carbonate rocks.

Most of the mineral production from the Paleozoic strata has come from five units as follows:

Developments during Oligocene and Miocene Times. Following the Paleozoic era, the strong mature relief was buried by ash, which has become known as the Packard Quartz Latite. The Packard Quartz Latite is overlain by a sequence of latite flows, tuffs and agglomerates which make up the Tintic Mountain Volcanic Group. These rocks formed a large composite volcanic cone that was intruded by many stocks, plugs and sills of latite and monzonite porphyry of the Sunrise Peak Stock. The youngest Oligocene eruptive rocks in the district belong to the Laguna Springs Volcanic Group. The volume of Laguna Springs tuffs and flows is small compared to earlier volcanic events. The termination of their eruption was

marked by the intrusion of the Silver City stock, a monzonite porphyry. Associated with the Silver City stock are numerous monzonite porphyry plugs and dikes. During and after intrusion of the Silver City stock large volumes of hydrothermal fluids coursed through the faults and breccia zones of the region and produced extensive regions of hydrothermal alteration. These solutions changed in chemical character over time and ultimately caused dolomitization, propylitization, argillization, silicification, calcitization and sericitization of country rocks. During later stages of fluid evolution they deposited the ores for which the district is famous.

Developments During the Sevier Orogeny. During the Sevier orogeny, three or more superimposed thrust faults and many associated high angle faults were produced in the sedimentary pile. Paleozoic rocks were displaced as much as 100 miles eastward over younger Paleozoic and Mesozoic strata. During later stages of movement the strata and thrusts were crumpled into asymmetric anticlines and synclines with amplitudes of 3 – 4.5 miles. During the folding, small thrust faults developed on the limbs and crests of the structures. A series of late faults cut the intrusives, volcanics and sediments and can be traced northeasterly across the district. Locally, the fault planes are occupied by pebble dikes. These late faults show little displacement, typically on the order of a few tens of feet and in most instances dip steeply to the west. These faults, according to Morris and Mogensen, were the primary conduits for ore-depositing solutions and where they localize ore shoots the wall rocks exhibit concentric zones of hydrothermal alteration.

Description of Mined Ore-Bodies. The mined ore-bodies on our property occur as replacement deposits, replacement veins and fissure veins, as well as stockworks and disseminated deposits. Replacement deposits have been the source of more than 90% of the ore produced in the Main Tintic and East Tintic Districts. The replacement deposits range from small masses of less than a ton to masses containing more than 2,000,000 tons. They are irregular in form and commonly connected one to another by narrow stringers or veins of ore. Some deposits show a clear localization by structure, whilst others are seemingly unrelated to structure.

Replacement Deposits. Replacement deposits in the Tintic District occur in five linear zones known as ore-runs. Each ore-run is generally rod-shaped and less than 100 feet wide. Much, if not most of the volume of the ore-run, consists of un-replaced wall rock. These geometries are very difficult to quantify with exploration. Most of the mines in the Main Tintic District carried very small tonnages of proven reserves and relied on continuous underground exploration. Much of this work was completed by lessors. The ore-bodies in the East Tintic District, including the Burgin Mine, show a greater amount of structural control. The major replacement deposits are irregular masses localized by the intersections of northeast trending fissure zones and small thrust faults with porous, permeable and reactive units.

Replacement Veins. Replacement veins were mined most commonly in the pyrometasomatic rocks near the margin of the Silver City Stock, where ore replaced the fault gouge and breccia and locally replaced reactive beds.

Fissure Veins. Fissure veins occur in a myriad of short faults typically cutting massive siliceous rock units including quartzite, quartz monzonite, monzonite porphyry, latite, silicified tuff and agglomerate.

Types of Ores in the Tintic District. The ores in the district consist largely of galena and sphalerite with variable amounts of acanthite, argentite, tetrahedrite-tennantite, enargite-famatinite, proustite, hessite, calaverite, native gold and silver and a wide variety of uncommon copper, lead, silver and bismuth sulfosalt minerals. The above mentioned minerals occur in a gangue that is commonly siliceous, ranging in texture from coarsely crystalline quartz near the Silver City stock to fine grained jasperoid even flinty jasperoid in the far north and distal parts of the district. The gangue also includes abundant barite, calcite, dolomite and rhodochrosite. Deep oxidation above the water table reaches depths of 900-2,200 feet in the sediments and has produced a variety of sulfate, carbonate, silicates, arsenates, antimonates, manganates and other mineral varieties.

Mineral Zoning. Mineral zoning in the district is pronounced. Deposits in the south were most valuable for copper and gold. Lead and silver were more prevalent in the north and zinc was the most prevalent mineral in the northern-most deposits. At the Ball Park deposit to the north of the Burgin Mine,

silver grades are most commonly less than an ounce and zinc is typically more abundant than lead. In the East Tintic District, metal zonation similar to that seen from south to north across the district can be seen from the deeper parts of some deposits to the shallower regions. The North Lily Mine produced gold and copper ores at depth and moderate grade lead and silver ores from the central and northern parts of the mine. Morris and Mogensen (1978) report the Tintic Standard Mine produced gold-copper ore at depth, silver-lead ore from the central part of the mine and zincian manganese ore from the upper northeastern levels of the mine. The Burgin Mine ores contain lead, zinc, only moderate quantities of silver and insignificant amounts of copper and gold. Rhodochrosite is abundant in Burgin ores in contrast to its relative rarity in other East Tintic ore-bodies.

The Burgin Mine and Concentrator were operated by Bear Creek Mining Co., a subsidiary of Kennecott Copper Corporation, from 1963 to July 1978. They produced separate lead and zinc concentrates using differential flotation from both sulphide and oxide ores. Ore was processed at rates which varied from 400 t.p.d. to 900 t.p.d. depending upon grindability of the mineralization and availability of the mine and plant. A conventional crushing circuit preceded two ball mills in parallel which fed a lead flotation circuit followed by a zinc flotation circuit, concentrate thickening, filtering, concentrate load-out, and tailing disposal. The second ball mill was added in June 1975 in order to raise milling capacity from 400/500 t.p.d. to 700/900 t.p.d. In the final years of operation, predominantly sulphide ores were processed.

Power is available at our mining properties through the Utah State Grid. Various sub-stations and transformers on the property are live and fed by the local utility. There is sufficient power to operate the facilities installed by Kennecott Mining Company in the 1970s, i.e. a 800 t.p.d. concentrator, three mining locations with associated shafts and workings and an office complex and labor ‘‘dry’’. In addition, we own perennial water rights that are sufficient for all the installed facilities.

The consultants who conducted the technical study for us in 2005, after spending time on the property and an extensive evaluation of the volumes of historic data, have concluded that significant opportunities exist for further development and exploitation of the claims.

The consultants have recommended, at an estimated cost range of $3,000,000 to $3,500,000, phase one of a plan to increase the value and enhance the prospects of viably operating the following four projects. This most recent estimate is based on the understanding gained during the 2006 program. The Phase One recommendations include:

Drilling Program. As part of this Burgin Mine Program, the consultants recommended that an underground drill program be conducted from the Burgin 1050 level, accessed via the Apex No. 2 shaft. Surface drilling has been discounted due to the inability to ensure that the drill penetrates the desired ore zone and exactly twins existing holes. The shaft and 1050 level will need inspection and rehabilitation as necessary. Ventilation, communications and safety facilities will also require attention (see figure No. 5 below). The objectives of this work, at an estimated cost of $2,500,000, will be to provide a NI 43-101 compliant resource and subsequent reserve, to obtain samples for metallurgical testing and to ascertain initial hydrological characteristics relative to ore deposit dewatering.

This drill program will provide technical data to complete essential prerequisites to a Feasibility Study. The necessary technical data includes:

The collection of this data will also enable us to develop a program which will lead to the plan needed to ensure that the ore-body is effectively dewatered.

Scoping Study. Following the drilling, the consultants anticipate potential further project financing will be available through public methods. This will require the completion of a N1 43-101 Resource and Subsequent Scoping Study.

As part of a Scoping Study, capital costs should be developed for rehabilitation, repair and re-commissioning of the Concentrator and ancillary facilities. The Concentrator itself is dry and relatively clean and the remaining installed equipment appears to be in good condition, though incomplete in some areas. In contrast, any equipment which is located outside will require major work. The property has suffered from theft, particularly in electrical cabling, piping, tools, and small equipment, such as compressors and welding machines. During the recent Trixie gold ore milling it was not possible to process more than 240 tons per day, due to limitations in the classification circuit. The gravity circuit consisting of a Knelson concentrator that recovered free gold, has been sold; its replacement cost would be approximately $120,000 and the failure to provide a gravity circuit for similar ores would reduce gold recovery by approximately one-third. Additional equipment has been sold to pay creditors. A detailed inventory and assessment of deficiencies, however, has not yet been undertaken. Every part of the plant will have to be cleaned and made safe (i.e., necessary platforms, stairs, cranes, lighting, and heating, etc.) prior to any new work. It is assumed that existing process equipment will not have to be replaced, except as noted.

An order-of-magnitude estimate of cost for rehabilitation, repair, and re-commissioning of the Concentrator and ancillary facilities to produce a bulk flotation concentrate at the rate of 800 tons per day is, in Year 2005 constant dollars, $3,500,000 to $5,000,000.

Current Status of Phase One. During 2006, the program suggested in the 2005 technical study has been partially completed; the time–schedule, however, has been delayed because of factors and exigencies encountered as the work progressed. In particular, the following information updates the status of the four objectives listed above and notes the reasons for delays:

Tailing, waste and rock dumps and all related mine reclamation requirements are covered by approved and bonded permits issued by the State of Utah. By far the largest ore deposits in the district are replacements in carbonate rocks and hence there is virtually no acid generation potential. The Reclamation Plan calls for the removal of mine infrastructure and the grading and re-vegetation of the surface to its original status. An update to the existing mine reclamation plan has been submitted to the State of Utah, which has not yet responded as to its adequacy.

The total costs incurred to date for exploration on our mining properties is not reasonably quantifiable because exploration has occurred since at least 1909. Many millions of dollars have been spent over nearly one hundred years. The closest estimate is that approximately $150 million to $300 million in capital costs have been expended and a larger amount in operating costs. Since 2005, the objectives under phase one of the plan described above have been funded to date from the proceeds of the sale of a convertible debenture to Dimeling, Schreiber & Park Reorganization Fund II, LP. The amount to be incurred in the future is also not currently ascertainable, but the consultants who have conducted the technical study for us anticipate that immediate future costs could be between $5 million and $10 million.

Further development and exploration is necessary, in conjunction with a feasibility study, before a final evaluation may be made as to economic and legal feasibility of a development program.

We were named, along with two other corporate entities, as a respondent in an administrative proceeding before the Utah Labor Commission in August 2006. In the proceeding, the seventy-six year old petitioner alleges that he was our employee from 1950 to 1954 and has contracted lung cancer as a result of his employment. The plaintiff sought medical expenses and permanent total disability compensation. The plaintiff is now deceased. His widow has now claimed dependent’s benefits and burial benefits. We have filed an answer in the proceeding denying all material allegations and are investigating the claim, and will vigorously dispute his claims. The litigation is currently in the discover stage. A hearing was scheduled for September 2007. That hearing was continued at the request of the petitioner, based on a defense raised by us. No new hearing date has been set.

On May 24, 2002, Mountain View Ranches, LLC filed a complaint against us in the Fourth Judicial District Court in and for Utah County, Utah (Civil No. 020402189). The complaint requested relief in the amount of $1,787,400 for breach of contract, promissory estoppel, negligent misrepresentation and fraud. This claim was originally resolved in the Fourth Judicial District Court by a stipulation to a judgment in the amount of $25,000. Subsequently, the claim was renegotiated and completely settled for $15,000. We have fully paid the settlement and a satisfaction of judgment was filed in the Fourth Judicial District Court on December 7, 2006.

On March 12, 2003, Paul Spor filed a complaint against us, Tintic Utah Metals, LLC and others in the Fourth Judicial District Court in and for Utah County, Utah (Civil No. 030401194). Mr. Spor, a former employee of the Company brought the action for slander, breach of employment agreement, breach of employment termination agreement, indemnification on personal guaranty and failure to timely remove a lien. He did not seek any specific dollar amount in the complaint. The claims were completely settled in 2006 and $34,615.39 was paid by us to Mr. Spor in complete settlement of the claims. An order dismissing the case was entered by the Fourth Judicial District Court on June 29, 2006.

On July 25, 2002, Forest Products Sales, Inc. filed a claim against Tintic Utah Metals LLC and Chief Gold Mines, Inc., our subsidiaries, and Lana Laird in the Fourth Judicial District Court in and for Utah County, Utah (Civil No. 020402686). The complaint requested money damages in the amount of $101,355.88 for breach of contract, personal guarantee, unjust enrichment, mechanic’s lien foreclosure and failure to obtain contractor’s bond. The matter was settled in 2006 for $35,000 and we have paid the settlement amount in full.

Robert Hermann filed an action against us in the Fourth Judicial District Court in and for Juab County, Utah (Civil No. 020600121). He obtained a judgment against us as a result of our default on a loan owed to Mr. Hermann. Mr. Hermann then conducted a sheriff’s sale to obtain the amount of the judgment. As the sheriff’s sale did not realize enough to pay the full loan balance, we settled the remaining balance with Mr. Hermann for $379,610. This amount was paid in full in December 2006. Mr. Hermann’s counsel executed a satisfaction of judgment on March 21, 2007 and the satisfaction of judgment was filed with the court on March 23, 2007.

Pacific Corp. brought a claim against us and Tintic Utah Metals, LLC, our subsidiary for failure to pay electrical bills. The claim was based on a promissory note in the amount of $55,477.10, which was secured by a Gehl Model 1083 telescoping fork lift and a Fiat Allis 745-C loader. No foreclosure action was commenced against the fork lift or the loader and we settled the claim in full for $39,595.42 and paid the amount in 2006.

On August 30, 2002, Royce Hackworth and Hackworth Drilling, Inc. filed a complaint against us and Adren Underwood in the Fourth Judicial District Court in and for Juab County, Utah (Civil No. 02060124). The complaint sought monetary relief of $37,697.14 for drilling services that were rendered to us by Hackworth Drilling. Judgment in the amount of $37,697.14 has been entered against us. We have had numerous communications with the plaintiff’s counsel regarding settlement, but the plaintiff has not responded to any of our offers.

Alta Steel filed a complaint against Tintic Utah Metals, LLC, our subsidiary, in the Fourth Judicial District Court in and for Juab County, Utah (Civil No. 020600141). Alta Steel claimed monetary damages in the amount of $12,440.35 for materials and labor supplied by Alta Steel. A default judgment was entered against Tintic Utah Metals, LLC on November 27, 2002 in the amount of $12,440.35. Tintic Utah filed a motion to set aside the judgment on November 28, 2002. We then settled the judgment for $2,448.07 in March 2007. The amount was paid in full on April 24, 2007.

On June 25, 2002, Codale Electric Supply, Inc. filed a complaint against us and Tintic Utah Metals, LLC, our subsidiary, in the Fourth Judicial District Court in and for Utah County, Utah (Civil No. 020402764). The complaint sought money damages in the amount of $16,583.18 plus attorneys’ fees and costs for breach of contract, breach of covenant of good faith and fair dealings, quantum meruit and mechanic’s lien foreclosure. Judgment was stipulated to and entered in the amount of $19,378.34 on May 6, 2003. We have made an offer to settle, but the plaintiff has not responded to our offer.

On April 23, 2007, Leonard Weitz filed a complaint against us in the Fourth Judicial District in and for Utah County, Utah (Case No. 07010174). An amended complaint was filed on June 23, 2007. The complaint is seeking money damages in the amount of $726,000.00 for alleged breach of contract arising out of Mr. Weitz’s employment agreement with the Company. We believe we have meritorious defenses to the claims asserted in the action and intend to vigorously defend the matter.

Our shares of common stock are traded in the over the counter market known as the Pink Sheets under the symbol ‘‘CFCM.PK.’’ High and low sales prices of our common stock for each quarterly period during the past two years are as follows:

The approximate number of holders of record of our Common Stock as of July 10, 2007 was 2,000. No cash dividends have been declared or paid over the previous five years nor are expected to be paid for the foreseeable future.

The following discussion is intended to assist in understanding our financial condition and plan of operations. You should read the following discussion along with our financial statements and related notes included in this Form 10-KSB.

We were organized in 1909 and own several interests in mining properties in Utah, including the Burgin Mine and the Trixie Mine. Our principal subsidiaries are Tintic Utah Metals, LLC, a Colorado limited liability company and Chief Gold Mines, Inc., a Delaware corporation. Our land holdings consist of approximately 16,000 acres of mining property. Approximately 6,000 acres of this land is subject to being sold pursuant to a Consent Decree with the Environmental Protection Agency.

The Burgin Mine is not in operation. In late 2001, we began mining ore from the Trixie Mine, and began processing ore in our Tintic Mill in January 2002. In March 2002, we encountered unstable mining conditions in the Trixie Mine and suspended mining and processing operations. As a result of the suspended mining and processing operations, we are not generating any revenues and we do not have sufficient funding to make the significant safety improvements required in the Trixie Mine or to continue exploration efforts related to the Burgin Mine. As a result, we have had no significant operating activity since early 2002.

The mining aspect of our activities will concentrate on seeking one or more joint venture partners or other arrangements to fund the startup of mining operations. To the extent we enter into such an arrangement, we could contribute mining properties and/or the Burgin concentrating mill to any joint venture arrangement in return for a percentage interest in the venture, with our partner(s) to provide the main portion of cash funding requirements.

We have an immediate cash need. No assurance can be given that we will be able to raise the necessary funds, or if the funds are raised, that we will be able to restart our mining operations.

Our financial statements have been prepared assuming that we will continue as a going concern. We have suffered net losses of $120,616 and $448,025 for the years ended December 31, 2006 and 2005, respectively. Additionally, as of December 31, 2006, we had an accumulated deficit of $96,832,580. These matters raise substantial doubt about our ability to continue as a going concern.

As of December 31, 2006, we had $950,000 of land and mining claims and $200,000 of mining related buildings, machinery and equipment. The realization of our investment in land and mining claims and mining related buildings and equipment is dependent upon various factors, including: our success in exploration efforts to discover additional mineral resources and in proving the technical feasibility and commercial viability of the identified mineral resources, and our ability to obtain necessary funding to continue exploration of the mining properties and to finance operations.

In December 2005, Dimeling, Schreiber & Park Reorganization Fund II, LP agreed to purchase $2.5 million in convertible debentures contingent upon creditors holding more than 50% of our outstanding indebtedness agreeing to settle such outstanding amounts. The funds are held in escrow by our legal counsel and are dispersed by the escrow agent to pay creditors as they individually agree with us and to pay legal, accounting and other consulting fees. As of the date of this report, the minimum level of creditor acceptances has been reached. The funds remain in escrow, however, as a practical method of paying creditors and other expenses, as we do not have any employees to disburse the funds. The debentures automatically convert into common stock at $0.25 per share immediately upon shareholder approval of certain amendments to our Articles of Incorporation, including a decrease in the par value. The minimum level of acceptances with creditors has been reached. In the event that the shareholders do not approve such amendments, the debentures will become immediately due and payable.

There were no changes in Chief’s internal controls over financial reporting during the year ended December 31, 2006 that materially affected, or was reasonably likely to materially affect, Chief’s internal control over financial reporting.

The name and age of each of our directors and executive officers and the positions and offices held by him are:

The following is a brief account of the business experience during the past five years of each director and executive officer named above.

Our Board of Directors does not currently possess standing nominating, audit or compensation committees. All functions generally performed by these committees are carried out by the full Board of Directors. There have not been any material changes to the procedures by which our security holders may recommend nominees to our Board of Directors.

We do not currently have any employees. We do, however, utilize independent consultants for matters regarding mining explorations and surveys. Our independent consultants cover the full spectrum of mine exploration, development and operations. All are extremely capable and have considerable mining experience. The following details the experience of these consultants:

B. Mountford, P. Eng., is a mining engineer with over 35 years of experience and expertise in all aspects of mining. He has been a principal in several projects that were developed from drill indicated targets through to operating mines. Relevant in the U.S.A. are the Montana Tunnels Mine in Montana, Pinson and Pebble in Nevada and Gilt Edge in South Dakota. Most recently he was President of Northern Dynasty Mines, the developer of the Pebble project in Alaska.

D. Barratt, P. Eng., is a senior consultant engineer specializing in metallurgy. He has over 35 years of experience and has provided services to many major and intermediate mining companies throughout the world.

R.H. Sillitoe, Ph.D., is a world renowned consulting economic geologist, the winner of numerous awards for merit and achievement. He travels extensively for most major mining companies and several government agencies. His services are widely sought and his opinions have considerable weight.

B. Ainsworth, P. Eng., is an ex Vice-President of Exploration for Placer-Dome. Currently, he provides geological expertise and experience to a select group of clients. Of particular relevance in his work for us is his experience in the mining and marketing of clays, including halloysite.

D. Jenkins, P. Geo., is also an ex Placer Dome Senior Geologist. He has been directly involved in many grass root projects that were developed into mines. Mr. Jenkins provides us with specific expertise in vein and replacement ore deposition, both of which categorize the Tintic mineralization.

Section 16(a) of the Securities Exchange Act of 1934 requires our executive officers, directors and persons who own more than ten percent of a registered class of the equity securities of the Company (‘‘Reporting Persons’’) to file reports of ownership and changes in ownership on Forms 3, 4 and 5 with the Securities and Exchange Commission. In addition, Reporting Persons are required to furnish us with copies of all Forms 3, 4 and 5. Our directors and executive officers, Richard R. Schreiber and Steven G. Park, are Reporting Persons who must file reports of ownership and changes in ownership. In addition, Dimeling, Schreiber & Park Reorganization Fund II, LP, our stockholder and Dimeling, Schreiber & Park, the general partner of Dimeling, Schreiber & Park Reorganization Fund II, LP, must file Forms 3, 4 and 5 as persons who own more than ten percent of the Company’s equity securities. These insiders are delinquent in filing the Form 3s and 4s noted below.

Each of Dimeling, Schreiber & Park Reorganization Fund II, LP and Dimeling Schreiber & Park, as the general partner of Dimeling, Schreiber & Park Reorganization Fund II, LP, was required to file a Form 3 in December 1999 upon Dimeling, Schreiber & Park Reorganization Fund II, LP’s acquisition of 3,500,000 shares of the Company’s convertible common stock. Both entities were required to report at that time that Dimeling, Schreiber & Park Reorganization Fund II, LP’s held a right to purchase an additional 5,000,000 shares of convertible common stock, which expired on December 31, 2002. Dimeling, Schreiber & Park also held a warrant for 8,500,000 shares of the Company’s convertible common stock, which expired on December 31, 2004, but the warrant only became exercisable upon the occurrence of certain future conditions (other than the passage of time); therefore, it was not required to be reported on Form 3. Also, Mr. Schreiber and Mr. Park each were required to file filed a Form 3 at that time. In December 1999, Mr. Schreiber was a director of the Company and a general partner in Dimeling, Schreiber & Park. Mr. Park was not a director of the Company in December 1999, but was deemed to beneficially own the securities held by Dimeling, Schreiber & Park Reorganization Fund II, LP through his position as a general partner of Dimeling, Schreiber & Park. Mr. Park became a director in October 2001.

In 2001, the Company sold shares of unregistered common stock to accredited investors in a private placement. In connection with the private placement, Dimeling, Schreiber & Park (for its own account and not for the account of Dimeling, Schreiber & Park Reorganization Fund II, LP) entered into separate agreements with the purchasers of the shares which gave the purchasers the right at a later date and for a limited time to require Dimeling, Schreiber & Park to purchase from the purchasers the shares that the purchasers bought from the Company during the private placement at price of $2 per share. At the time of these agreements, Dimeling, Schreiber & Park was required to file Form 4s noting this obligation to buy the shares of Company common stock. Messrs. Schreiber and Park were also required to file Form 4s. Dimeling, Schreiber & Park notified the purchasers, however, that it was unable to meet its obligations under the put agreements. On March 10, 2005, the obligations under the put agreements were extinguished under a global settlement agreement by the Company with the purchasers and other creditors. The purchasers holding the put rights were paid a total of $815,260 to extinguish Dimeling, Schreiber & Park’s obligations to buy the shares. No shares were purchased. Dimeling, Schreiber & Park and Messrs. Schreiber and Park were required to file a Form 4 at that time.

Dimeling, Schreiber & Park Reorganization Fund II, LP also received stock dividends equal to 280,000 shares of convertible common stock on each of December 31, 2000 and December 31, 2001. Although stock dividends are not generally reportable under Section 16, the Reporting Persons were required to report these acquisitions because Dimeling, Schreiber & Park Reorganization Fund II, LP is the only holder of convertible common stock and thus the only stockholder to receive stock dividends. In addition, dividends in arrears are owed to Dimeling, Schreiber & Park Reorganization Fund II, LP as a stock dividend on its holdings of convertible common stock. The Reporting Persons should have reported stock dividends amounting to 437,372 shares, 404,974 shares, 374,976 shares, 347,200 shares, and 280,000 shares during the years ended December 31, 2006, 2005, 2004, 2003 and 2002 respectively.

Mr. Schreiber received an option to purchase 60,000 shares of common stock on June 11, 2001. Mr. Park received an option to purchase 60,000 shares of common stock on October 16, 2001. These option grants were required to be reported by each of Mr. Schreiber and Mr. Park on Form 4 at that time.

The Board of Directors has not adopted a corporate code of conduct and ethics because we have not had operations or employees since 2002. The Board of Directors will adopt a code of conduct and ethics and will disclose this code of conduct and ethics in the reports filed or submitted to the SEC and post a copy on our website as soon as practicable following the initiation of our operations.

Our executive officers, Richard R. Schreiber, our President, and Steven G. Park, our Secretary and Treasurer, did not receive any compensation during the fiscal years ended December 31, 2006 and 2005.

The following table sets forth information regarding unexercised options, unvested shares of Common Stock and any awards under an equity incentive plan as of December 31, 2006 for our President and Steven G. Park, our Secretary and Treasurer:


	Option Awards									Stock Awards
Name	Number of Securities Underlying Unexercised Options (#): Exercisable		Number of Securities Underlying Unexercised Options (#): Unexercisable		Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)		Option Exercise Price ($)	Option Expiration Date		Number of Shares or Units of Stock that have not Vested (#)		Market Value of Share or Units that have not Vested ($)		Equity Incentive Plan Awards: Number of Unearned Shares, Units or other Rights that have not Vested (#)		Equity Incentive Plan Awards: Number Market or Payout Value of Unearned Shares, Units, or other Rights that have not Vested ($)
Richard R. Schreiber		60,000		-0-		-0-	$2.90		06/11/2011		-0-		-0-		-0-		-0-
Steven G. Park		60,000		-0-		-0-	$3.00		10/16/2011		-0-		-0-		-0-		-0-

The Company does not currently have any equity compensation plans in effect. All outstanding options at December 31, 2006 are nonqualified stock options.

The following table shows as of July 10, 2007, stock ownership of all persons known to management, to be beneficial owners of more than 5% of our Common Stock and our directors and executive officers.

(1) Based upon 4,060,000 shares of Convertible Common Stock, 10,635,507 shares of Common Stock outstanding as of July 10, 2007. Holders of Convertible Common Stock and Common Stock share voting rights.

(2) Richard R. Schreiber and Steven G. Park are principals of Dimeling, Schreiber & Park, which serves as the general partner of Dimeling, Schreiber & Park Reorganization Fund II, LP, and they share voting and investment power over the shares reported in the table.

(3) The number of shares beneficially owned includes 1,844,522 shares of Convertible Common Stock issuable as cumulative dividends in arrears, but does not include up to 10,000,000 shares of Common Stock issuable upon the conversion of outstanding debentures purchased by Dimeling, Schreiber & Park Reorganization Fund II, LP. The debentures automatically convert if and when the shareholders approve certain changes in the Articles of Incorporation, including a change in par value.

(4) Includes nonqualified stock options previously approved by the shareholders to purchase 60,000 shares held by Stephen G. Park.

(5) Includes nonqualified stock options previously approved by the shareholders to purchase 60,000 shares held by Richard R. Schreiber.

Except as set forth below, since January 1, 2004, there has not been, nor is there currently propsoed, any transaction or series of similar transactions to which we were or are a party in wich:

In December 2005, we issued and sold convertible debentures in the amount of $2.5 million to Dimeling, Schreiber and Park Reorganization Fund II, LP. The debentures accrue interest at an annual rate of 8%, payable at the time of conversion in additional shares of common stock. The fixed conversion price is $0.25 per share. The debentures automatically convert into shares of common stock at the rate of 4,000 shares for each $1,000 principal amount upon the approval by the shareholders of certain amendments to the Articles of Incorporation, including a change in par value and increase in authorized capital.

Dimeling Schreiber and Park Reorganization Fund II, LP placed $2.5 million in escrow during December 2005. The funds remain in escrow until such time that we received creditor acceptances

(repayment on a negotiated basis, or compromise offer) representing 50% of the outstanding aggregate unsecured amounts owed. As of the date of this report, the minimum level of creditor acceptances has been reached. The funds remain in escrow, however, as a practical method of paying creditors and other expenses, as we do not currently have any employees to disburse the funds. In the event that the shareholders fail to approve the certain amendments to the Articles of Incorporation, the convertible debentures will become immediately due and payable.

The Company is not listed as an issuer, on any national securities exchange or inter-dealer quotation system that requires that the majority of the board of directors be independent. For the purposes of compliance with applicable securities rules, the following describes the independence standards required by a national securities exchange, the Nasdaq Stock Market, Inc., and assesses whether our directors and director nominees, Richard R. Schreiber and Steven G. Park, would be considered to be independent directors under Nasdaq’s independence standards were they so required.

The majority of the directors on the board of directors of a newly public company listed on Nasdaq must be independent. An independent director is ‘‘a person other than an executive officer or employee of the company or any other individual having a relationship which, in the opinion of the [company]’s board of directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.’’ Under Nasdaq Rule 4200, an independent director may not (1) have been employed by the company or its subsidiaries or parent company during the preceding three years; (2) have received, or had a family member that received, compensation in excess of $60,000 from the company during any twelve month period during the preceding three years (other than for board or committee services, benefits under a retirement plan or payments to a family member who is a non-executive employee of the company); (3) have had a family member that was an executive officer of the company during the preceding three years; (4) have received from or given to the company during the current and three preceding years, either directly or through family members or entities under his control, any property or services totaling the greater of $200,000 or 5% of the recipient’s gross revenues for that year, unless the payments arose from investments in the company’s securities or a non-discretionary charitable contribution matching program; (5) be employed or have been employed during the last three years, or have a family member who is employed or was employed, as an executive officer of another company where any of the issuer’s executive officers sat on the compensation committee; or (6) be or have a family member who is a partner at the company’s outside auditor or was a partner or employee of the company’s outside auditor who worked on the company’s audit at any time during the preceding three years. Share ownership in the company by itself will not disqualify a director from being independent.

Neither Mr. Schreiber nor Mr. Park is independent under Nasdaq standards. Both Mr. Schreiber and Mr. Park are acting executive officers of the Company. In addition, Nasdaq requires that all members of the audit, nominating and compensation committees of the board of directors be independent. The Company does not have an audit, nominating or compensation committee at this time. The functions generally performed by these committees are carried out by Mr. Schreiber and Mr. Park.

The aggregate fees billed for the years ended December 31, 2006 and December 31, 2005 for the professional services rendered by Hansen, Barnett & Maxwell, P.C. the Company’s principal accountant, for the audit of the Company’s annual financial statements and review of financial statements or services that are normally provided by the Company’s principal accountant in connection with statutory and regulatory filings or engagements for such fiscal years equaled $27,018 and $13,306, respectively.

There were no fees billed for the years ended December 31, 2006 and December 31, 2005, for assurance and related services by Hansen, Barnett & Maxwell, P.C. that are reasonably related to audit or review of the Company’s financial statements not reported under ‘‘Audit Fees’’ above.

The aggregate fees billed for the years ended December 31, 2006 and December 31, 2005 for professional services rendered by Hansen, Barnett & Maxwell, P.C. for tax compliance, tax advice, and tax planning equaled $82 and $0, respectively, and consisted of assistance in the preparation of tax returns, and general tax research and planning.

No other fees were billed by Hansen, Barnett & Maxwell, P.C. to the Company during 2006 or 2005.

The Company does not currently have a standing audit committee. The Company’s full board of directors, composed of Richard Schreiber and Steven Park, conducts all tasks related to the selection and approval of the independent public accountant. All services related to the Company’s independent public accountant, described above, were pre-approved by both Mr. Schreiber and Mr. Park.

We have audited the accompanying consolidated balance sheets of Chief Consolidated Mining Company and subsidiaries as of December 31, 2006 and 2005, and the related consolidated statements of operations, stockholders’ deficit, and cash flows for the years then ended. 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 the standards of the Public Company Accounting Oversight Board (United States). 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 consolidated financial statements referred to above present fairly, in all material respects, the financial position of Chief Consolidated Mining Company and subsidiaries as of December 31, 2006 and 2005, and the results of their operations and their cash flows for the years then ended, 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 2 to the financial statements, the Company has little unrestricted cash, has a working capital deficiency and a capital deficiency, has incurred significant losses from operations, and has significant reclamation and EPA settlement obligations and environmental contingencies that raise substantial doubt about its ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.


	December 31, 2006				December 31, 2005
ASSETS
Current assets
Cash		$	939,578			$	10
Other current assets			35,720				7,320
Restricted cash held in escrow			—				2,500,000
Total current assets			975,298				2,507,330

Land and mining claims			950,000				950,000
Buildings, machinery and equipment, net			200,000				250,000
Reclamation funds on deposit			488,300				486,086
Total assets		$	2,613,598			$	4,193,416
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities
Accounts payable		$	588,339			$	1,310,408
Related party payable			380,305				364,477
Interest payable			200,000				109,354
Director indemnification			—				240,000
Accrued liabilities			110,285				304,526
Accrued convertible common stock dividends			694,421				515,098
Notes payable			—				424,014
Total current liabilities			1,973,350				3,267,877
Long-term liabilities
Convertible debentures			2,500,000				2,500,000
Reclamation obligation			502,948				488,300
EPA settlement obligation			60,000,000				60,000,000
Total long-term liabilities			63,002,948				62,988,300
Minority interest in consolidated subsidiaries			24,727				24,727
Shareholders’ deficit
Preferred stock, $0.50 par value; 1,500,000 shares authorized; 10,899 shares outstanding; liquidation preference of $5,450			5,450				5,450
Convertible common stock, $0.50 par value; 30,000,000 shares authorized; 4,060,000 shares outstanding			2,030,000				2,030,000
Common stock, $0.50 par value; 50,000,000 shares authorized; 10,635,507 shares outstanding			5,314,209				5,314,209
Additional paid-in capital			23,773,747				23,773,747
Stock purchase rights			3,321,747				3,321,747
Accumulated deficit			(96,832,580	)			(96,532,641	)
Total stockholders’ deficit			(62,387,427	)			(62,087,488	)
Total liabilities and stockholders’ deficit		$	2,613,598			$	4,193,416

CHIEF CONSOLIDATED MINING COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS


	For the Years Ended December 31,
	2006				2005
Revenue
Mining revenue		$	—			$	—
Land sales and other			2,214				—
Total revenue			2,214				—
Operating expenses
General and administrative			471,540				235,540
Depreciation and depletion			50,000				168,787
Accretion of reclamation obligation			14,648				2,084
Total expenses			536,188				406,411
Other income (expense)
Interest Income			72,990				—
Interest expense			(235,996	)			(41,614	)
Gain on forgiveness of debt			576,364				—
Total Other income (expense)			413,357				(41,614	)
Net loss			(120,616	)			(448,025	)
Eight percent convertible common stock dividends			(179,323	)			(113,393	)
Loss attributable to common stockholders		$	(299,939	)		$	(561,418	)
Basic and diluted loss per common share		$	(0.03	)		$	(0.05	)
Basic and Diluted Weighted-Average Common Shares Outstanding			10,635,507				10,635,507

CHIEF CONSOLIDATED MINING COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT
FOR THE YEARS ENDED DECEMBER 31, 2005 AND 2006


	Preferred Stock					Convertible Common Stock					Common Stock					Additional Paid-in Capital			Stock Purchase Rights			Accumulated Deficit				Total Stockholders’ Equity (Deficit)
	Shares		Amount			Shares		Amount			Shares		Amount			Additional Paid-in Capital			Stock Purchase Rights			Accumulated Deficit				Total Stockholders’ Equity (Deficit)
Balance – December 31, 2004		10,899		$	5,450		4,060,000		$	2,030,000		10,635,507		$	5,314,209		$	23,773,747		$	3,321,747		$	(95,971,223	)		$	(61,526,070	)

Net loss		—			—		—			—		—			—			—			—			(448,025	)			(448,025	)
Eight percent convertible common stock dividends		—			—		—			—		—			—			—			—			(113,393	)			(113,393	)
Balance – December 31, 2005		10,899			5,450		4,060,000			2,030,000		10,635,507			5,314,209			23,773,747			3,321,747			(96,532,641	)			(62,087,488	)

Net loss		—			—		—			—		—			—			—			—			(120,616	)			(120,616	)
Eight percent convertible common stock dividends		—			—		—			—		—			—			—			—			(179,323	)			(179,323	)

Balance – December 31, 2006		10,899		$	5,450		4,060,000		$	2,030,000		10,635,507		$	5,314,209		$	23,773,747		$	3,321,747		$	(96,832,580	)		$	(62,387,427	)

CHIEF CONSOLIDATED MINING COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS


	For the Years Ended December 31,
	2006				2005
Cash Flows from Operating Activities:
Net loss		$	(120,616	)		$	(448,025	)
Adjustments to reconcile net loss to net cash used in operating activities:
Accretion of reclamation obligation			14,648				2,084
Gain on forgiveness of debt			(576,364	)			—
Depreciation and depletion			50,000				168,787
Changes in operating assets and liabilities:
Other assets			(28,400	)
Reclamation funds on deposit			(2,214	)			(38,100	)
Related party payable			26,213				165,192
Accounts payable			(523,700	)			91,904
Interest payable			133,832				41,614
Prepaid expenses			—				15,000
Accrued liabilities			(88,074	)			—
Director indemnification			(127,736	)			—
Net Cash Used in Operating Activities			(1,242,411	)			(1,544	)
Cash Flows from Financing Activities:
Proceeds from release of proceeds from convertible debentures from restricted cash			2,500,000
Principal payments on notes payable			(318,021	)			—
Net Cash Provided By Financing Activities			2,181,979				—
Net Change in Cash			939,568				(1,544	)
Cash at Beginning of Year			10				1,554
Cash at End of Year		$	939,578			$	10
Supplemental Cash Flow Information
Cash paid for interest		$	145,350			$	—
Supplemental Schedule of Noncash Investing and Financing Activities
Disposal of fully depreciated assets		$	—			$	19,743
Convertible debentures issued for restricted cash			—				2,500,000
Convertible common stock dividends accrued			179,323				113,393
Cash paid for interest			145,350				—

CHIEF CONSOLIDATED MINING COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Chief Consolidated Mining Company (‘‘Chief’’) was incorporated in the state of Arizona in 1909. Chief currently is the owner of or has vested interests in approximately 16,000 acres of patented mining property in the Tintic Mining Districts in Utah County and Juab County, Utah. Chief and its subsidiaries (collectively, the ‘‘Company’’) operate as a mineral resource company seeking to engage in the exploration and development of their mining claims and properties.

Tintic Utah Metals Joint Venture – The Company owns a 75% interest in Tintic Utah Metals LLC (‘‘Tintic’’). The Company’s Burgin Mine and the Tintic Mill are located on property owned by Tintic. The Company had an option to purchase the 25% minority interest for $3 million; however, that option expired unexercised on December 31, 2002. During the portion of the option period from October 1, 1998 to December 31, 2002, the Company advanced $7,544,776 to Tintic. The advances were eliminated on consolidation and the investment in the land and mining claims was included in the impairment loss recognized during 2002.

Central Standard Consolidated Mines – The Company owns approximately 23% percent of the outstanding capital stock of Central Standard Consolidated Mines (‘‘Central Standard’’). Central Standard’s mining property consists of 320 acres located in the north-central portion of the East Tintic Mining District and is surrounded by property owned by Tintic. On October 4, 2000, the Boards of Directors of Chief and Central Standard approved an Agreement and Plan of Merger (the ‘‘Merger’’) between Central Standard and Chief Gold Mines, Inc., a wholly-owned subsidiary of Chief. The Merger was subject to the approval of the shareholders of Central Standard by September 30, 2002, but was never submitted to the shareholders for their approval. Since the Merger was not completed by September 30, 2002, the proposed merger transaction was terminated and had no effect on the accompanying consolidated financial statements.

Principles of Consolidation – The accompanying consolidated financial statements include the accounts of the Company and all majority owned subsidiaries. The Company’s 23% investment in Central Standard was accounted for using the equity method and was impaired to zero during the year ended December 31, 2002. Intercompany accounts and transactions have been eliminated in consolidation.

Restricted Cash Held in Escrow – Dimeling Schreiber & Park Reorganization Fund II, LP placed $2.5 million in escrow during December 2005 upon the Company issuing to them $2,500,000 of convertible debentures, as further described in Note 9. The funds remained in escrow until such time the Company had receipt of creditor acceptances (repayment on a negotiated basis, or compromise offer) representing 50% of the outstanding aggregate unsecured amounts owed. The Company satisfied this requirement in July 2006 and, accordingly, the restricted cash was reclassified from a current asset at December 31, 2005 to cash at December 31, 2006.

Land and Mining Claims – Land and mining claims are recorded at the lower of cost, less accumulated depletion, or fair value. Costs of developing mining properties (after completion of exploration) are capitalized. Exploration costs are expensed as incurred until the establishment of a commercially minable deposit or reserve which can be economically and legally produced. When a

CHIEF CONSOLIDATED MINING COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

mining property reaches the production stage, the related capitalized costs are amortized using the units of production method on the basis of proven and probable ore reserves. The Company’s mining properties are periodically assessed for impairment of value and any losses are charged to operations at the time of impairment.

Buildings, Machinery and Equipment – Buildings, machinery and equipment are recorded at the lower of cost or fair value. Major additions and improvements are capitalized while minor replacements, maintenance and repairs that do not increase the useful lives of the assets are expensed as incurred. Depreciation of buildings, machinery and equipment has been computed using the straight-line method over estimated useful lives of 3 years.

Impairment of Long-Lived Assets – The Company accounts for long-lived assets pursuant to Statement of Financial Accounting Standards (SFAS) No. 144, Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed Of. The Company evaluates its land and mineral properties, buildings, machinery and equipment and other long-lived assets for impairment and assesses their recoverability based upon anticipated future cash flows. If changes in circumstances lead Company management to believe that any of its long-lived assets may be impaired, the carrying value of long-lived assets are reduced by the estimated excess of the carrying value over the fair value of the assets.

Income Taxes – The Company follows the provisions of SFAS No. 109, Accounting for Income Taxes, which requires that income tax accounts be computed using the liability method. Deferred taxes are determined based upon the estimated future tax effects of differences between the financial statement and tax bases of assets and liabilities and operating loss and tax credit carryforwards given the provisions of currently enacted tax laws.

Fair Value of Financial Instruments – The carrying amount of the convertible debentures, the reclamation obligation and the EPA settlement obligation approximates fair value. The estimated fair values have been determined using market information regarding interest and discount rates.

Basic and Diluted Loss Per Common Share – Basic loss per common share excludes dilution and is computed by dividing net loss applicable to common stockholders by the weighted-average number of common shares outstanding during the year. Diluted loss per common share reflects the potential dilution that could occur if stock options were exercised or convertible common stock was converted into common stock. The computation of diluted loss per common share does not assume exercise or conversion of securities that would have an antidilutive effect on net loss per common share.

At December 31, 2006 and 2005, there were outstanding options to purchase 185,000 and 245,000 shares of common stock, respectively, which were excluded from the computation of diluted loss per common share. In addition, for the years ended December 31, 2006 and 2005, there were 4,060,000 shares of convertible common stock outstanding that were excluded from the computation of diluted loss per common share calculation. These potential common shares were excluded because they were antidilutive and would have decreased diluted loss per common share.

Recent Accounting Pronouncements – In February 2006, the FASB issued SFAS No. 155, Accounting for Certain Hybrid Financial Instruments – an amendment of FASB Statements No. 133 and 140 (SFAS 155). SFAS 155 amends SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities and SFAS No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities, and related interpretations. SFAS 155 permits fair value remeasurement for any hybrid financial instrument that contains an embedded derivative that otherwise would require bifurcation and clarifies which interest-only strips and principal-only strips are not subject to

CHIEF CONSOLIDATED MINING COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

recognition as liabilities. SFAS 155 eliminates the prohibition on a qualifying special-purpose entity from holding a derivative financial instrument that pertains to a beneficial interest other than another derivative financial instrument. SFAS 155 is effective for the Company for all financial instruments acquired or issued beginning July 1, 2007. The impact of adoption of this statement on the Company’s consolidated financial statements, if any, has not yet been determined.

In March 2006, the FASB issued SFAS No. 156, Accounting for Servicing of Financial Assets – an amendment of FASB Statement No. 140 (SFAS 140). SFAS 156 amends SFAS 140 requires an entity to recognize a servicing asset or servicing liability each time it undertakes an obligation to service a financial asset. It also requires all separately recognized servicing assets and servicing liabilities to be initially measured at fair value, if practicable. SFAS 156 permits an entity to use either the amortization method or the fair value measurement method for each class of separately recognized servicing assets and servicing liabilities. SFAS 156 is effective for the Company as of July 1, 2007. The impact of adoption of this statement on the Company’s consolidated financial statements, if any, has not yet been determined.

In June 2006, the FASB issued FIN No. 48, Accounting for Uncertainty in Income Taxes – an interpretation of FASB Statement No 109 (FIN 48). FIN 48 prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. FIN 48 also provides guidance on derecognition classification, interest and penalties, accounting in interim periods, disclosure, and transition. The interpretation is effective for the fiscal years beginning after December 15, 2006. The impact of adoption of this interpretation on the Company’s consolidated financial statements, if any, has not yet been determined.

In September 2006, the FASB issued SFAS No. 157, Fair Value Measurements (SFAS 157). SFAS 157 defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. SFAS 157 will be applied prospectively and is effective for fiscal years beginning after November 15, 2007, and interim periods within those fiscal years. SFAS 157 is not expected to have a material impact on the Company’s consolidated financial statements.

Business Conditions – The Company’s financial statements are prepared using accounting principles generally accepted in the United States of America applicable to a going concern that contemplates the realization of assets and liquidation of liabilities in the normal course of business.

As of December 31, 2006, the Company had $950,000 of land and mining claims and $200,000 of mining related buildings, machinery and equipment, which in aggregate, represent approximately 44% of total assets. The Company’s buildings, machinery and equipment consist principally of the Tintic Mill located at the Trixie mine. The realization of the Company’s investment in land and mining claims and mining related buildings, machinery and equipment is dependent upon various factors, including the outcome of: (i) the Company’s success in exploration efforts to discover additional mineral resources and in proving the technical feasibility and commercial viability of the identified mineral resources, (ii) the Company’s ability to obtain necessary funding to continue exploration of the mining properties and to finance operations while the Company pursues real estate development alternatives for portions of the Company’s land, (iii) the Company’s success in finding a joint venture partner to provide capital funding for the Company’s continued exploration of its mining properties, (iv) the Company’s ability to profitably lease the Tintic Mill or its mining claims to outside entities,

CHIEF CONSOLIDATED MINING COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

and (v) the Company’s success in selling or developing certain of its land surface rights to fund its continued mining and exploration activities.

During the year ended December 31, 2001, the Company began mining ore from the Trixie Mine and began processing ore in the Company’s Tintic Mill in January 2002. On March 28, 2002, the Company encountered unstable mining conditions and suspended mining and processing operations. As a result of the suspended mining and processing operations, the Company is not generating ongoing revenues and did not have sufficient funding to make the significant safety improvements required in the Trixie Mine or to continue exploration efforts related to the Burgin Mine.

Convertible Common Stock – Through December 31, 2001, the Company had issued 560,000 shares of convertible common stock in payment of dividends on the redeemable convertible common stock. The convertible common stock carries a dividend rate of 8 percent, payable in-kind with shares of convertible common stock. The terms of the convertible common stock require that the Company shall not declare dividends on the common stock as long as the convertible common stock is outstanding. Dimeling, Schreiber & Park (‘‘DS&P’’) shall have a preemptive right to purchase new issuances of securities of the Company before any other investors, not to include certain issuances including securities issued in any public offering or a merger.

Dividends accrue on the convertible common stock at the rate of 8% per annum and are payable in-kind with convertible common shares, and amounted to 437,372 shares and 404,974 shares during the years ended December 31, 2006 and 2005, respectively. The in-kind dividends were valued based on the average market price of the common stock during the period and resulted in recognizing $179,323 and $113,393 of convertible common stock dividends during the years ended December 31, 2006 and 2005, respectively. No further dividends will be paid if DS&P’s ownership of all classes of common stock increases to 68%. As of December 31, 2006 DS&P’s actual ownership totaled 27.63% and ownership including dividends in arrears totaled 35.70%.

Preferred Stock – The Board of Directors of the Company authorized the issuance of common stock in exchange for preferred stock on a share-for-share basis if elected by the preferred stockholders. Preferred shares obtained by the Company in the exchange are retired. During 2006 and 2005, no preferred shares were exchanged for common shares.

The shares of preferred stock and common stock of the Company have equal right to receive dividends, to vote, and in all other respects except that upon liquidation of the Company the preferred shares are entitled to a preferential payment of $0.50 per share.

CHIEF CONSOLIDATED MINING COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Effective January 1, 2006, the Company adopted Statement of Financial Accounting Standards No. 123 (revised 2004) (SFAS 123R), using the modified prospective method. SFAS 123R requires the recognition of the cost of employee services received in exchange for an award of equity instruments in the financial statements and is measured based on the grant date fair value of the award. SFAS 123R also requires the stock option compensation expense to be recognized over the period during which an employee is required to provide service in exchange for the award (the vesting period). Prior to adopting SFAS 123R, the Company accounted for stock-based compensation plans under Accounting Principles Board Opinion (‘‘APB’’) No. 25, ‘‘Accounting for Stock Issued to Employees’’ (‘‘APB 25’’). Under APB 25, generally no compensation expense is recorded when the terms of the award are fixed and the exercise price of the employee stock option equals or exceeds the fair value of the underlying stock on the date of grant. The Company had adopted the disclosure-only provision of SFAS No. 123, ‘‘Accounting for Stock-Based Compensation’’ (‘‘SFAS 123’’). No employee or director options were granted or vested during the years ended December 31, 2006 and 2005, and no compensation was recognized.

Incentive Stock Options – At December 31, 2006, no stock options remain outstanding under the incentive stock option plan.

Nonqualified Stock Options – From time to time, the shareholders have approved the issuance of nonqualified stock options to officers and directors. The Board of Directors also issued nonqualified stock options to key employees, to non-employees for services rendered and to a creditor as part of a settlement of a claim in prior years. The nonqualified stock options have various vesting options and must be exercised within ten years or less from the date of grant unless sooner terminated by their terms.

During 2000, the Board of Directors approved the granting of nonqualified stock options for the purchase of 20,000 shares of common stock to a key employee of Tintic. These options have an exercise price of $2.19 per share. However, the exercise price was lower than the market price of the stock on the day the Company granted options. As a result, the Company recognized $21,250 of deferred compensation for the difference between the option price and the market price. This deferred compensation was being amortized over the three year vesting period. On April 1, 2002 the employee left the Company, thus no additional shares would vest. The unamortized compensation cost of $11,220 was removed through additional paid-in capital. No options were granted for the years ended December 31, 2006 and 2005. A summary of the status of the nonqualified stock options at December 31, 2006 and 2005 and related changes during the years then ended is as follows:

CHIEF CONSOLIDATED MINING COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The Company believes it is unlikely that the deferred tax assets will be realized and the deferred tax assets have been fully allowed against. The net deferred tax asset consisted of the following at December 31:


	2006				2005
EPA settlement obligation		$	22,380,000			$	22,380,000
Reclamation obligation			182,136				182,136
Mine exploration costs			2,047,500				2,457,000
Land and mining claims			610,074				610,074
Buildings and equipment			234,850				352,275
Impairment loss on equity investment			48,994				48,994
Accrued director indemnification			—				89,520
Stock-based compensation			57,682				78,040
Operating loss carryforwards			8,570,301				7,995,739
Total deferred tax assets			34,131,537				34,193,778
Valuation allowance			(34,131,537	)			(34,193,778	)
Net deferred tax asset		$	—			$	—

A reconciliation of the expected U.S. federal income tax computed at the statutory rate to the provision for income taxes is as follows for the years ended December 31:

Since operations ceased in 2002, the Company has failed to file its federal income tax returns. The net operating losses expire as follows:

CHIEF CONSOLIDATED MINING COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The Internal Revenue Code contains provisions that reduce or limit the availability and utilization of net operating loss carryforwards if certain changes in ownership have taken place or will take place. Changes in the ownership of the Company may have resulted in limitations on all pre-existing net operating loss carryforwards of the Company. As a result, management estimates that all of the Company’s net operating loss carryforwards may be limited to utilization of an annual amount not to exceed the value of the Company on the date the Company exceeded the specified levels of allowable changes in ownership multiplied by the Federal long-term tax-exempt rate at that date. If the annual limited amount is unutilized in any particular year, it remains available on a cumulative basis through the expiration date of the applicable net operating loss carryforwards.

The Company has amounts payable to Dimeling, Schreiber & Park Reorganization Fund II, LP in the amount of $321,143 and $264,481 at December 31, 2006 and 2005, respectively and owed Dimeling, Schreiber & Park Reorganization Fund II, LP $2,500,000 at December 31, 2006 and 2005 under the terms of convertible debentures payable. A representative of Dimeling, Schreiber & Park Reorganization Fund II, LP is management of the Company. In addition, the Company has accrued payroll liabilities in the amount of $59,162 and $99,996 to former employees at December 31, 2006 and 2005.

Reclamation of Mines – On January 1, 2003, the Company adopted SFAS No. 143, Accounting for Asset Retirement Obligations which provides accounting requirements for retirement obligations associated with tangible long-lived assets, including: the timing of liability recognition, initial measurement of the liability, allocation of asset retirement cost to expense, subsequent measurement of the liability and financial statement disclosures. The implementation of SFAS No. 143 resulted in a cumulative effect on prior years of the change in accounting principle of $33,348. The effect was recorded during the first quarter of 2003 as a decrease in net loss.

Prior to 1993, the Company and or companies that were subsequently acquired by the Company leased certain of its mining properties to other companies for operation, exploration and development. Under the terms of the leases, these other companies were obligated to comply with all federal, state and local environmental laws and regulations affecting the mining industry. Tintic has assumed a reclamation obligation from the previous operator of the Burgin Mine. In addition, the Company also holds a small mining permit and reclamation obligation in connection with its Chief Gold properties.

The Company has cash held in escrow in the form of reclamation bonds with the State of Utah to settle the obligations when all mining efforts have been abandoned. All interest income on the bonds is currently being garnished by the Internal Revenue Service to cover certain taxes, penalties, and interest included in accrued liabilities on the Company’s balance sheet. The Company has issued a bond to the State of Utah totaling $488,300 at December 31, 2006.

CHIEF CONSOLIDATED MINING COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Dimeling Schreiber & Park Reorganization Fund II, LP placed $2.5 million in escrow during December 2005. The funds remained in escrow until such time the Company had receipt of creditor acceptances (repayment on a negotiated basis, or compromise offer) representing 50% of the outstanding aggregate unsecured amounts owed. The Company satisfied this requirement in July 2006.

Land and mining claims and buildings, machinery and equipment consisted of the following as of December 31, 2006 and 2005:

Land and mining claims include (1) land owned by our wholly-owned subsidiaries American Star Mining Co.; Chief Consolidate Mining Company; Chief Gold Mines; Eagle and Blue Bell Mining Co.; East Crown Point Mining Co.; Eureka Mines Co.; and Tintic Utah Metals; (2) land owned by Central Standard Consolidated Mining Co.; (3) the Tintic Ranch Millsite; and (4) Section 14, T14S, R3W SLBM.

Depreciation expense was $50,000 and $168,787 for the years ended December 31, 2006 and 2005. During 2002, the mill was impaired to its salvage value and has not been in operation since operations discontinued during 2002. The Company disposed of and wrote off fully depreciated assets of $0 and $19,743 during the years ended December 31, 2006 and 2005, respectively.

In 2002, approximately 19,000 acres of land that we either owned or had vested interests in was valued at $50 per acre. Giving effect to subsequent dispositions of land pursuant to tax sales, relinquishment of mining claims and other transfers of property, the Company currently owns or has vested interests in approximately 16,000 acres of land.

CHIEF CONSOLIDATED MINING COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

On May 24, 2002, a suit was filed against the Company by a limited liability company (‘‘the LLC’’) for $1,787,400 in damages, as well as punitive damages, that derive from claims by the LLC that the Company had committed to purchase certain water rights that the LLC owned or was in process of obtaining with the intent to sell to the Company. The Company settled the liability for $25,000 during the year ended December 31, 2004. As of December 31, 2005, the liability had not been paid and is included in accrued liabilities in the accompanying balance sheet. Subsequently, in December 2006, the claim was renegotiated and completely settled and paid for $15,000.

During 2002, a former employee filed a suit for $43,425 for severance pay. During 2003, two former directors made a claim seeking indemnification for approximately $240,000 in legal fees resulting from a lawsuit brought by a former director. Other suits have been filed for an additional $106,488. The Company has accrued these amounts in full as of December 31, 2005 and 2004.

The Company has other matters of litigation related to undisputed accounts payable. Outstanding settlement judgments have been reached totaling $194,039 and $194,039 as of December 31, 2005 and 2004, respectively.

On April 23, 2007, Leonard Weitz filed a complaint against the Company in the Fourth Judicial District in and for Utah County, Utah (Case No. 07010174). An amended complaint was filed on June 23, 2007. The complaint is seeking money damages in the amount of $726,000.00 for alleged breach of contract arising out of Mr. Weitz’s employment agreement with the Company. The Company believes it has meritorious defenses to the claims asserted in the action and intends to vigorously defend the matter.

CHIEF CONSOLIDATED MINING COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

In accordance with Section 13 or 15(d) of the Exchange Act, the Registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

1. I have reviewed this annual report on Form 10-KSB of Chief Consolidated Mining Company;

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer’s internal control over financial reporting.

1. I have reviewed this annual report on Form 10-KSB of Chief Consolidated Mining Company;

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer’s internal control over financial reporting.

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 Chief Consolidated Mining Company (the ‘‘Company’’) on Form 10-KSB for the period ended December 31, 2006 as filed with the Securities and Exchange Commission on the date hereof (the ‘‘Report’’), the undersigned officer of the Company hereby certifies, pursuant to 18 U.S.C. section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002, to the best of his knowledge, that:

(1) The 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 Report fairly presents, in all material respects, the financial condition and results of operations of the Company.


	High			Low
2007 Market Price
Fourth Quarter (through December 11, 2007)		$	0.50		$	0.10
Third Quarter		$	0.45		$	0.25
Second Quarter		$	0.50		$	0.30
First Quarter		$	0.50		$	0.30
2006 Market Price
Fourth Quarter		$	0.50		$	0.35
Third Quarter		$	0.50		$	0.39
Second Quarter		$	0.60		$	0.35
First Quarter		$	0.54		$	0.30
2005 Market Price
Fourth Quarter		$	0.49		$	0.26
Third Quarter		$	0.55		$	0.25
Second Quarter		$	0.55		$	0.30


ARIZONA			87-0122295
(State or Other Jurisdiction of Incorporation or Organization)			(I.R.S. Employer Identification No.)


ARIZONA			87-0122295
(State or Other Jurisdiction of Incorporation or Organization)			(I.R.S. Employer Identification No.)


Tons			18MM
Gold			2.7MM ounces
Silver			270MM ounces
Copper			250MM lbs.
Lead			2.2 billion lbs.
Zinc			250MM lbs.


	Confidential, for Use of the Commissions Only (as permitted by Rule 14a-6(e)(2))


	Fee computed on table below per Exchange Act Rules 14a-6(I)(1) and 0-11.


(1)	Title of each class of securities to which transaction applies:


(2)	Aggregate number of securities to which transaction applies:


(3)	Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):


	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11 (a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form of Schedule and the date of its filing.


	1.	The election of three directors to the Board of Directors of the Company to serve until the next Annual Meeting of Stockholders;


	2.	(a) The approval of amendments of the Company’s Articles of Incorporation to increase the authorized Common Stock of the Company to 100,000,000 shares;


		(b) The approval of amendments of the Company’s Articles of Incorporation to set the par value of the Company’s classes of Common Stock and Convertible Common Stock to $0.01 par value from $0.50 par value per share;


		(c) The approval of amendments of the Company’s Articles of Incorporation to set the size of the Board of Directors at a range of one to seven members, which exact number will be determined by the Board of Directors from time to time;


	Definitive Additional Materials


	Soliciting Material Pursuant to ss.240.14a-12


	(2)	Filing Party:


		(d) The approval of amendments of the Company’s Articles of Incorporation to authorize the annual election of directors at a time prescribed by the Board of Directors; and


		(e) The approval of amendments of the Company’s Articles of Incorporation to remove the requirement that only stockholders may be directors;


	3.	The approval and ratification of the sale of convertible debentures to Dimeling, Schreiber & Park Reorganization Fund II, LP;


	4.	The approval and ratification of a non-qualified stock option granted to Mr. Brian Mountford as partial compensation for geological consulting services and technical survey report on our mining properties;


	5.	A proposal to adjourn the meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the meeting to approve each proposal; and


	6.	The transaction of such other and further business as may properly come before the meeting or any adjournment thereof.


	•	Signing and returning another proxy card with a later date;


	•	Sending written notice of revocation to the attention of the Secretary to:


	•	Informing the Secretary and voting in person at the meeting.


Name	Age		Position(s)
Richard R. Schreiber		52	Director and President
Steven G. Park		52	Director, Secretary and Treasurer
Peter D. Schreiber		45	Director


	•	We agreed to use our best efforts to satisfy the judgment by seeking indemnification or recovery from insurance policies. After deducting recovery costs, 70% of all proceeds from insurance policies will be paid to the EPA. Until all claims are exhausted, we must provide an annual report for five years listing insurance claims, the action taken to recover the amounts, and any recovery obtained.


	•	We agreed to use our best efforts to sell sites, other than sites upon which the repository, open cells, response action structures, water source, and borrow source are located. Upon the transfer of any site, we will pay the EPA 100% of net sales proceeds up to $350,000 and then 50% thereafter. If the transfer is less than the tax assessed value of the site or exceeds a total of more than 1,000 acres, the EPA may require an independent appraisal and may object to the transfer based on the sale price. If any portion of the site is not sold by the fifth anniversary of this decree, we agreed to auction the site to the highest bidder, engaging a professional auctioneer, but we cannot hold a mortgage or other security interest from any purchaser.


	•	We agreed for a five year period from the date of the Consent Decree to reimburse the EPA 15% of our net income in excess of $2 million during any calendar year. We also agreed to pay the EPA 15% of the net proceeds of the sale of Chief Consolidated Mining Company or the sale of substantially all of its assets in excess of $2 million. We are required to present audited financial statements to the EPA.


	•	We agreed to allow the EPA sole use of borrowed material (top soil, fill and base material) that is free from contaminants, and to give uninterrupted and continuous access to the borrowed source 24 hours a day, 365 days a year.


	•	We agreed to allow the EPA an irrevocable right to access, construct, operate, and close the repository and the site. We also granted the EPA the right to access, construct and operate the two open cells on the site for the permanent disposal of waste material excavated from the site.


	•	We agreed to allow the EPA to enter onto the site to construct and maintain such response action structures as are necessary to implement the response actions. The land will have an easement for the EPA to inspect, maintain, and operate the structure. We also agreed to provide storage space and water as needed.


	•	the amounts involved exceeded or will exceed $120,000 or 1% of the average of the Company’s total assets at year-end for the last three fiscal years; and


	•	a director, executive officer, holder of more than 5% of our Common Stock or Convertible Common Stock or any member of their immediate family had or will have a direct or indirect material interest.


1.	The election of the following nominees to the Company’s Board of Directors to serve until the next Annual Meeting of Stockholders: Richard R. Schreiber, Steven G. Park, and Peter D. Schreiber.


FOR all nominees listed above (except as marked to the contrary above)			WITHHOLD AUTHORITY (to vote for either director nominee)

Condensed Consolidated Balance Sheets as of September 30, 2007 and December 31, 2006 (Unaudited)

Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2007 and 2006 (Unaudited)

Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2007 and 2006 (Unaudited)

Notes to Condensed Consolidated Financial Statements (Unaudited)