7. Commitments and Contingencies

6 Months Ended

Jun. 30, 2012

Commitments and Contingencies Disclosure [Abstract]

NOTE 7 - Commitments and Contingencies

See Note 2 – Mineral Properties.

On February 14, 2011, the Company entered into a 12 month lease agreement for its corporate offices in Scottsdale Arizona.  The lease is effective March 1, 2011, calls for monthly base rent payments of $2,900, and includes an option to extend the lease for an additional 12 months at the same base rent.

On March 1, 2012, the Company entered into a letter agreement (the “Letter Agreement”) with a financial advisor for assistance with raising equity and/or debt capital from investors (the “Transaction”), for the following consideration:

a) Retainer: A retainer of a cashless exercise warrant to purchase 750,000 shares of common stock at an exercise price of the lowest of $1.40 per share, at the same price of those shares issued to management, or 85% of the common stock price at the next funding.

b) Success Fee: A success fee, upon an investor introduced to the Company, equal to:

- 8.5% on any equity invested by an investor;

- 6% of any subordinated debt invested by an investor; and

- warrants to purchase 10% of the securities issued or issuable to investors in the Transaction on the same terms and conditions.

c) Reimburse the financial advisor for all expenses incurred.

On March 8, 2012, the Company entered into a consulting agreement (the “Consulting Agreement”) with a corporate advisor for assistance in the development of strategies and tactics to improve the Company’s external communication of its corporate strategy and asset value for the following consideration:

a) Retainer: A retainer of a cashless exercise warrant to purchase 150,000 shares of common stock at an exercise price of the lowest of $1.40 per share, at the same price of those shares issued to management, or 85% of the common stock price at the next funding.

b) Services Fee: A fee of $5,000 per day for each day that consultant provides the Company with the agreed services.

c) Reimburse the consultant for all expenses incurred.