FORM 10

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

FORM 10

GENERAL FORM FOR REGISTRATION OF SECURITIES

Pursuant to Section 12(b) or (g) of the Securities Exchange Act of 1934

GOLDCORP HOLDINGS CO.

(Exact name of registrant as specified in its charter)


Delaware		90-0350814
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

5709 Manatee Avenue West Bradenton, Florida		34209
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (941)761-7819

Securities to be registered pursuant to Section 12(b) of the Exchange Act: None

Securities to be registered pursuant to Section 12(g) of the Exchange Act:


Title of each class to be so registered		Name of each exchange on which each class is to be registered

Common Stock, $0.0001 par value		none

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer [ ] Accelerated filer [ ];Non-accelerated filer [ ]; Smaller reporting company [ X ]

TABLE OF CONTENTS


	PAGE
ITEM 1. BUSINESS.	3

ITEM 1A. RISK FACTORS.	9

ITEM 2. FINANCIAL INFORMATION.	14

ITEM 3. PROPERTIES	18

ITEM 4. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	18

ITEM 5. DIRECTORS AND EXECUTIVE OFFICERS.	20

ITEM 6. EXECUTIVE COMPENSATION	21

ITEM 7. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE	22

ITEM 8. LEGAL PROCEEDINGS	24

ITEM 9. MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANT’S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.	24

ITEM 10. RECENT SALES OF UNREGISTERED SECURITIES.	25

ITEM 11. DESCRIPTION OF REGISTRANT’S SECURITIES TO BE REGISTERED	26

ITEM 12. INDEMNIFICATION OF DIRECTORS AND OFFICERS	26

ITEM 13. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.	27

ITEM 14. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE	27

ITEM 15. FINANCIAL STATEMENTS AND EXHIBITS	27

SIGNATURES	28

ITEM 1. BUSINESS.

Overview

We were originally formed as Montrose Ventures, Inc. in the State of Delaware on May 25, 1989. On April 23, 1996, our name was changed to Java Group, Inc., which tried and failed to start a chain of coffee bars. On September 1, 2004 our name was change to Consolidated General Corp., which tried to buy tier 2 and 3 professional sports teams, including the Vancouver Ravens lacrosse team and the San Diego Sockers soccer team. On August 7, 2007, our Certificate of Incorporation was amended and restated, pursuant to which our name was changed to Goldcorp Holdings Co.

On September 14, 2007, we acquired an interest in 174.82 acres of land on War Eagle Mountain in Idaho from two of our major shareholders for a total of 90,000,000 shares of our common stock. We acquired a 100% interest in 103 acres, and a 29.166% interest in 71.82 acres. In 2007, we also acquired 70 lease claims on War Eagle Mountain from the U.S. Bureau of Land Management, each of which covers approximately 20 acres, or approximately 1,400 acres in total. In 2008, we decided not to renew 26 of the lease claims after we concluded that the land underlying the lease claims was not necessary to mine the area.

We have entered into a lease of our interests in Silver Falcon Mining, Inc. (“Silver Falcon”), under which Silver Falcon is entitled to mine our land, and we are entitled to monthly lease payments of $83,333, a nonaccountable expense allowance of $10,000 per month, and a 15% royalty on all minerals extracted by Silver Falcon.

History of Mining on War Eagle Mountain

War Eagle Mountain is one of three peaks in Southwest Idaho that form a contiguous fault trend, and which have all produced minerals from the same veins: Delamar Mountain, Florida Mountain, and War Eagle Mountain.

In the summer of 1862, the Oro Fino Vein on top of War Eagle Mountain was discovered. During 1863 a number of lode claims were located and mining in earnest began. By the end of 1875 a total of ten shafts had been sunk in the Oro Fino Vein ranging in depth from 300 feet to 1,250 feet. The Oro Fino Shaft at the North end is 300 feet deep and the Mahogany Shaft at the South end is 1,100 feet deep. The Golden Chariot and Ida Elmore shafts are 1,250 feet and 1,000 feet respectively.

By 1866, all the major mines in the area had been discovered and were being developed. The major mines were the Oro Fino, Cumberland, Poorman, Ida Elmore, Golden Chariot, Minnesota, Mahogany and the Morning Star in Silver City. There were 12 mills in the area with a total of 132 stamps to pulverize the ore, separate the metal from the rock and pour the raw metal into lager rectangular bricks of bullion. This bullion was then shipped out of the area, sometimes as far away as Europe, for refining into pure gold and silver. By the end of 1875, approximately 750,000 ounces of gold equivalent were reportedly extracted from the shafts on War Eagle Mountain.

In August 1875, a financial panic that had started in New York in 1873, culminated with the San Francisco bank crash, and then the closure of the San Francisco Stock Exchange. A nationwide depression occurred, which resulted in source of working capital for the mines drying up. The miners continued to work without pay until October 1875, when they left the mountain for employment elsewhere. During the winter of 1875-1876, because the mine was not being used, the shafts filled with water. This condition has existed for the past 131 years, which has resulted in the preservation of these historical vein systems without being disturbed by intruders or miners.

From 1875 through 1899, mining men who had managed and worked in the underground mines and milling operations tried to promote a project that would allow them to recover the remaining submerged gold and silver reserves they knew existed. Finally, in November 1899, American Smelting and Refining Company (ASARCO) funded the Sinker Tunnel Project. The project objective was to drive a 10 x 10 tunnel from Sinker Creek on the North-East side of War Eagle Mountain, at an elevation of 5200 feet, approximately 2,000 feet below the bottom of the Golden Chariot Shaft. This tunnel was named the Sinker Tunnel, and its intended use was to drain water out of War Eagle Mountain and to haul ore mined from the veins to the surface for milling. The cost of the project was about $250,000 (or the equivalent of $25,000,000 today).

It was anticipated that the Sinker Tunnel would intersect the Oro Fino Vein at about 7,000 feet from the tunnel portal. The Oro Fino Vein was actually intersected at 6,890 feet in May 1902. After the Sinker Tunnel was extended north about 80 feet, a raise was started upwards toward the bottom of the Golden Chariot Shaft. When this raise reached 620 feet in height it was only 150 feet below the bottom of the Golden Chariot Shaft, which contained about 1,100 feet of water. At this point the amount of water permeating down into the raise was increasing every day, which caused the miners to become anxious about their safety, and raised concerns as to how ASARCO would punch the final hole into the bottom of the Golden Chariot shaft. They miners raised concerns with the Idaho Inspector of Mines about the working conditions and their concerns, which resulted in the Idaho Inspector of Mines sto pping any further work in the area until safety measures were implemented. At that time, ASARCO elected to close the project down, and return later if conditions changed, which never happened.

During 1932 and 1933, some additional exploration tunnels were driven to the north and to the south from the raise. In 1941, salvagers opened the Sinker Tunnel and removed all the steel rail and pipe scrap for the war effort. Shortly thereafter, a landslide completely buried the tunnel under 50 feet or more of earth and rock, and the Sinker Tunnel complex was forgotten.

In 1994, Mineral Extraction, Inc., the current owner at the time, rediscovered the location of the tunnel and over several years refurbished the Sinker Tunnel complex, with the exception of the upper four levels of the raise, nearest the bottom of the Golden Chariot shaft. The entrance was excavated, and a permanent structure was built to protect the site. In addition, the entire length of the Sinker Tunnel was restored. The roads to the Sinker Tunnel Complex were upgraded to allow 25-ton trucks access to the site, and an area 300x400 feet was prepared to act as a staging area at the 7,350 foot level.

The mines on War Eagle Mountain were very productive in the first few years because the surface deposits were of extraordinary richness. As the mines got deeper the veins had a smaller yet more consistent amount of ore in relation to the amount of rock that needed to be removed to expose it. Generally, the value of ore per ton of rock removed remained consistent from a depth of 150 feet to as deep as any of the mines were worked. This would indicate that the extensions of the veins into the deeper levels, not yet reached by the mine shafts, would contain the same percentage of metal ore.

The mines became more expensive to develop and operate as they got deeper. This was not due to a decline in the yield per ton, but due to the increased cost of lifting the mineral ore and of removing water from deeper shafts. The removal of ground water in mines is a persistent expense that must be addressed on a daily basis. When a mine doesn't have a lower working level tunnel – like the Sinker Tunnel Complex – that intersects a vertical shaft, the water must be brought to the surface and disposed of no matter what the expense or technical inconvenience if the mine is to continue operating. This increased cost of mining at depth was one of the most significant problems for the mines on War Eagle Mountain.

Description of Mining Properties

The War Eagle-Florida-Delamar Mountain trend is an east to west continuum with very tight high grade silver and gold mineralization to the east and increasing volume and decreasing grade to the west. The three peaks all show the same veins. Kinross Gold Corporation purchased Florida and Delamar Mountains, and Delamar Mountain, the western most of the three, had been successfully open pit mined from 1977 to the late 1990s.

The principal Oro Fino Vein can be described by thinking of War Eagle Mountain as a loaf of bread that has been tilted sidewise 8 degrees. Now consider that one slice of bread represents the Oro Fino Vein which is 2000 feet deep and up to 10,000 feet long.

Ore mineralogy found within the veins on War Eagle Mountain is identical to the regimes found on the other two mountains. The only key difference is the rock or precursor host rock. The granodiorite core on War Eagle (Granite) contains the veins whereas extrusive volcanics predominately host the mineralization on the other two mountains. This means that the shafts on War Eagle Mountain are more stable, with minimal need to shore the walls with timber, as the Oro Fino Veins are compressed between very stable granite rock formations, which means the shafts left by the prior miners are still in mining-ready condition. Evidence of this fact can be found within the Sinker Tunnel Complex. Throughout its 8,000 to 10,000 feet in length, almost no timber is used for shoring/bracing the walls or ceilings. Based upon records from the 1800s, and records of the current open pit mining operations on Florida and Delamar, mineral ore from War Eagle Mountain was obtained in greater amounts from far less material removed.

The Oro Fino Vein system is known to extend at least some 12,000 feet in a NS direction and has been observed to vary greatly in thickness (from 0.5 ft to 25 ft) and mill grades of 0.5 to 1.25 Troy ounces of gold per ton on average. As is typical for this kind of precious metal bearing quartz vein system, several large "pockets" of very rich ore concentration occur scattered throughout. These are called "Hot Spot" locations where mill grades of up to 25 Troy ounces per ton are encountered, with some areas showing grades as high as 90 to 300 oz gold/ton.

The depth of the Oro Fino vein system is known to be in the 2,000 ft area, with only about the first 500 to 1100 feet of depth actually mined on approximately 15% of the total known length. Estimates of potential reserves start from 500,000 ounces of gold, although this is based purely on historical records. Recent surveys and drilling activities have tended to confirm these historical records. There is a rough 1:14 ratio of Gold to Silver.

The Cumberland mine, also part of the War Eagle Mountain structure, sits on top of a clearly separate vein system. This vein is 100 to 200 feet east of the Oro Fino Vein. The Cumberland Vein is oriented N-S, dips 60 degrees to the east, and is one to twelve inches thick. Very rich ore, some as high as 9 ounces of gold to 40 ounces of silver exists within this vein.

The Poorman mine, also on the War Eagle Mountain, sits on top of an identical vein to the Oro Fino Vein, but about 1,000 feet to the west of the Golden Chariot shaft. This vein is mostly silver.

The Oro Fino Vein system has approximately 6 other vein systems associated with it, while some 40 additional main vein systems are known to exist on the War Eagle Mountain.

The core of War Eagle Mountain is a large dome-like structure made up of intrusive granodiorites or quartz-monzonites, probably several thousand feet thick. The rocks are similar to those of the Cretaceous Idaho batholith which occupies a large portion of central Idaho. The belief is that the War Eagle Mountain is an outlier of the batholith, separated by extentional tectonics and displaced southwest toward to its present position. The Oro Fino Vein system is found within this lithologic unit.

The gold and silver bearing veins of War Eagle Mountain, including the Oro Fino Vein, are steeply dipping to subvertical in attitude and are generally oriented in a NS to NW-SE direction. The vein structures cut the youngest widespread lithologic unit, dated by potassium-argon at 15.6 - 15.7 million years. Potassium- argon dates on the vein material in the Florida mine and War Eagle Mountain area indicate an age range between 14.8 - 15.2 million years. Their origin is probably related to a Middle Miocene eruptive episode, representing the last and waning stages of activity. The textures, mineralogy and geometry of the veins all indicate that they are "epithermal" deposits. This means that, according to the current interpretations, the minerals were deposited by hydrothermal fluids at relatively shallow depths and low to moderate pressures. Temperatures were originally thought to be around 50-200 degr ees Celcius, but it has been realized since that many of the "epithermal" deposits were formed at temperatures well above 200 degrees C. The effect of the so-called "hyper-enrichment" is to produce multiple pockets of bonanza ore, or highly-enriched spots.

Competition

We have no competition for the extraction of minerals from War Eagle Mountain, since no other mining company has an interest on War Eagle Mountain at this time. However, the mineral extraction business in general is highly competitive. Numerous larger mining companies actively seek out and bid for mining prospects and properties as well as for the services of third-party providers and supplies, such as mining equipment, transportation equipment and smelters, upon which we rely. Many of these companies not only explore for, produce and market minerals, but also carry out smelting and refining operations and market the resultant products on a worldwide basis. Most of our competitors have longer operating histories and substantially greater financial and personnel resources than we do.

Competitive conditions may be substantially affected by various forms of legislation and regulation considered from time to time by the government of the United States and the states in which we have operations, as well as factors that we cannot control, including international political conditions, overall levels of supply and demand for minerals, and currency fluctuations.

Markets and Major Customers

Silver Falcon has contracted with Innovative Precious Metals Technologies, Ltd. to process all ore derived from War Eagle Mountain, and to purchase any minerals derived from the ore at market prices, as determined in the contract. Under our lease agreement with Silver Falcon, we are entitled to a royalty of 15% of any amounts paid Silver Falcon by the processor.

Seasonality of Business

Weather conditions will affect the ability of Silver Falcon to mine ore from our property. Generally, from November to April of each year the road leading to the property is impassable because of snow. Silver Falcon plans to mine and deliver more ore to the smelter than it can process when the roads are passable to ensure a steady stream of revenues throughout the year.

Operational Risks

Mining involves a high degree of risk, which even a combination of experience, knowledge and careful evaluation may not be able to overcome. Mining involves the risk that fires, shaft collapses, flooding, equipment failure, human error and other circumstances may cause significant injury to persons or property, and may affect our ability to extract mine ore from our properties without significant additional capital expenditures. In such event, substantial liabilities to third parties or governmental entities may be incurred, the satisfaction of which could substantially reduce available cash and possibly result in loss of our leased mining properties. Such hazards may also cause damage to or destruction of our mine shafts, producing formations, production facilities, storage and transportation facilities, or other processing facilities.

We will not insure fully against all risks associated with our business either because such insurance is not available or because we believe the premium costs are prohibitive. A loss not fully covered by insurance could have a materially adverse effect on our financial position and results of operations. For further discussion on risks see “Risk Factors” below.

Regulation

Mining operations on War Eagle Mountain will be affected by numerous laws and regulations, including environmental, conservation, tax and other laws and regulations relating to the resource industry. Most of the extraction operations will require permits or authorizations from federal, provincial or local agencies. Silver Falcon is responsible for compliance with all applicable laws and regulations under the terms of our lease with Silver Falcon, but the denial or vacating of permits needed by Silver Falcon could have a material adverse effect on our revenues from Silver Falcon under the lease. In view of the many uncertainties with respect to current and future laws and regulations, we cannot predict the overall effect of such laws and regulations on our future revenues.

We expect that Silver Falcon’s operations will comply in all material respects with applicable laws and regulations. We believe that the existence and enforcement of such laws and regulations will have no more restrictive an effect on Silver Falcon’s operations than on other similar companies in the resource industry.

Environmental

General. Mining operations on War Eagle Mountain are subject to local, state and federal laws and regulations governing environmental quality and pollution control in the United States. The extraction of mineral ore, as well as smelting and refining ore, are subject to stringent environmental regulation by span style="line-height:13pt; margin-top:0pt; margin-bottom:11pt; font-size:11pt; page-break-before:always">state and federal authorities, including the Environmental Protection Agency ("EPA"). Such regulation can increase the cost of planning, designing, installing and operating mining facilities.

Significant fines and penalties may be imposed for the failure to comply with environmental laws and regulations. Some environmental laws provide for joint and several strict liability for remediation of releases of hazardous substances, rendering a person liable for environmental damage without regard to negligence or fault on the part of such person. In addition, we may be subject to claims alleging personal injury or property damage as a result of alleged exposure to hazardous substances.

Waste Disposal. Mining operations on War Eagle Mountain may generate wastes, including hazardous wastes, that are subject to the federal Resource Conservation and Recovery Act ("RCRA") and comparable state statutes. The EPA has limited the disposal options for certain wastes that are designated as hazardous under RCRA ("Hazardous Wastes"). Furthermore, it is possible that certain wastes generated by mining operations on War Eagle Mountain that are currently exempt from treatment as Hazardous Wastes may in the future be designated as Hazardous Wastes, and therefore be subject to more rigorous and costly operating and disposal requirements.

CERCLA. The federal Comprehensive Environmental Response, Compensation and Liability Act ("CERCLA"), also known as the "Superfund" law, generally imposes joint and several liability for costs of investigation and remediation and for natural resource damages, without regard to fault or the legality of the original conduct, on certain classes of persons with respect to the release into the environment of substances designated under CERCLA as hazardous substances ("Hazardous Substances"). These classes of persons or so-called potentially responsible parties include the current and certain past owners and operators of a facility where there is or has been a release or threat of release of a Hazardous Substance and persons who disposed of or arranged for the disposal of the Hazardous Substances found at such a facility. CERCLA also authorizes the EPA and, in some cases, third pa rties to take action in response to threats to the public health or the environment and to seek to recover from the potentially responsible parties the costs of such action. Mining operations on War Eagle Mountain may generate wastes that fall within CERCLA's definition of Hazardous Substances, and predecessor mining companies on our properties may have generated wastes that fall within CERCLA's definition of Hazardous Substances.

Air Emissions. Mining operations on War Eagle Mountain may be subject to local, state and federal regulations for the control of emissions of air pollution. Major sources of air pollutants are subject to more stringent, federally imposed permitting requirements, including additional permits. If ozone problems are not resolved by the deadlines imposed by the federal Clean Air Act, or on schedule to meet the standards, even more restrictive requirements may be imposed, including financial penalties based upon the quantity of ozone producing emissions. If the operator of mining operations on War Eagle Mountain fails to comply strictly with applicable air pollution regulations or permits, we may be subject to monetary fines and be required to correct any identified deficiencies. Alternatively, regulatory agencies could require us to forego construction, modification or operation of certain air emission sour ces.

We believe that we are in substantial compliance with current applicable environmental laws and regulations and that, absent the occurrence of an extraordinary event, compliance with existing local, state, federal and international laws, rules and regulations governing the release of materials in the environment or otherwise relating to the protection of the environment will not have a material effect upon our business, financial condition or results of operations.

Research and Development Expenditures

We have not incurred any research or development expenditures in the last two fiscal years.

Patents and Trademarks

We do not own, either legally or beneficially, any patents or trademarks.

Employees and Consultants

At October 1, 2008, we had three employees.

We have no collective bargaining agreements with our employees, and believe all consulting and employment agreements relationships are satisfactory. We hire independent contractors on an as- needed basis, and we may retain additional employees and consultants during the next twelve months, including additional executive management personnel with substantial experience in the mining exploration and development business.

ITEM 1A. RISK FACTORS.

We Have No Revenue To Date From Our Mining Properties, Which May Negatively Impact Our Ability To Achieve Our Business Objectives.

Since acquiring our mining properties in September 2007, we have experienced losses from our operations. Our ability to become profitable will be dependent on the receipt of revenues from the lease of our mining properties greater than our operational expenses. We do not need to raise capital to mine our properties because we have leased the mining rights to Silver Falcon. However, we will not receive any revenues from mining on our properties until Silver Falcon commences mining operations. Silver Falcon needs to raise capital before it can commence mining our properties, and therefore we will not have revenues until Silver Falcon raises the capital it needs. Until we receive revenues from Silver Falcon, we are dependent on the deferral of salaries by our officers and loans from our officers to pay routine administrative expenses. If Silver Falcon cannot commence actual mining operatio ns, we may never generate revenues and may never become profitable.

Silver Falcon And We Have No Operating History as a Mining Company, Which May Hinder Silver Falcon’s Ability To Make Lease And Royalty Payments To Us.

Neither we nor Silver Falcon have any operating history as a mining company upon which to base an evaluation of our current business and future prospects. We have only owned mining properties since our acquisition of properties on War Eagle Mountain in September 2007. Silver Falcon first entered the mining industry when it leased our properties on War Eagle Mountain in October 2007.

We do not have an established history of locating and developing properties that have mining reserves. As a result, the revenue and income potential of our business is unproven. In addition, because of our limited operating history, we have limited insight into trends that may emerge and affect our business. We may make errors in predicting and reacting to relevant business trends and will be subject to the risks, uncertainties and difficulties frequently encountered by early-stage companies in evolving markets such as ours. We may not be able to successfully address any or all of these risks and uncertainties.

Failure to adequately do so could cause our business, results of operations and financial condition to suffer.

Our Ability To Become Profitable Is Subject To Silver Falcon’s Success in the Mining Business, Which Is Subject To Risks Inherent In The Mining Business

Silver Falcon’s ability to become profitable is subject to the economic risks typically associated with mineral extraction and processing business, including the necessity of making significant expenditures to mine properties and to test potential reserves. The availability of mining and transportation equipment and the cost of actual mining operations is often uncertain. In conducting mining activities, the presence of unanticipated irregularities in formations, miscalculations or accidents may cause exploration, development and, if warranted, production activities to be unsuccessful. This could result in a total loss of Silver Falcon’s investment, which would jeopardize its ability to make lease and royalty payments to us. If Silver Falcon is not successful in producing minerals from mineral ore mined from our property in economically viable quantities, and its mining activities will ce ase, and it will be unable to make lease and royalty payments to us.

We Have A Very Small Management Team And The Loss Of Any Member Of This Team May Prevent Us From Implementing Our Business Plan In A Timely Manner; Our Management Has Substantial Outside Business Interests.

We have two executive officers and a limited number of additional consultants. Our success depends largely upon the continued services of Pierre Quilliam, our Chief Executive Officer and Allan Breitkreuz, our Vice President. We need additional executive personnel in order to fulfill our business plan and satisfy our reporting obligations as a public company in a timely fashion. We do not maintain key person life insurance policies on the lives of any of our officers. The loss of any of our officers could seriously harm our business, financial condition and results of operations. In such an event, we may not be able to recruit personnel to replace our officers in a timely manner, or at all, on acceptable terms.

Furthermore, the employment agreements with our executive officers permit them to have outside business interests, such that they are not required to devote 100% of their working time to our business. Mr. Quilliam estimates that he spends about 95% of his working time on activities related to the commencement of mining operations on War Eagle Mountain through Silver Falcon and us. Mr. Breitkreuz estimates that he spends about 25% of his working time on activities related to the commencement of mining operations on War Eagle Mountain through Silver Falcon and us. The fact that Messrs. Quilliam and Breitkreuz have outside business interests could lessen their focus on our business.

The Mining Industry Historically Is A Cyclical Industry And Market Fluctuations In The Prices Of Minerals Could Adversely Affect Silver Falcon’s Business And Our Lease Revenues From Silver Falcon.

Prices for minerals tend to fluctuate significantly in response to factors beyond our control. These factors include, but are not limited to:

weather conditions in the United States and elsewhere;

economic conditions in the United States and elsewhere;

political instability in Africa and other major mineral producing regions;

governmental regulations, both domestic and foreign;

domestic and foreign tax policy;

the pace adopted by foreign governments for the exploration, development, and production of their national reserves;

the price of foreign imports of minerals;

the cost of exploring for, producing and processing raw mineral ore;

the rate of decline of existing and new mineral reserves;

available transportation capacity;

the ability of mineral extraction companies to raise capital;

the overall supply and demand for minerals; and

Changes in commodity prices may significantly affect our capital resources, liquidity and expected operating results. Price changes will directly affect revenues and can indirectly impact expected production by changing the amount of funds available to reinvest in exploration and development activities. Reductions in mineral prices not only reduce revenues and profits, but could also reduce the quantities of reserves that are commercially recoverable. Significant declines in prices could result in non-cash charges to earnings due to impairment. Neither we nor Silver Falcon currently engage in any hedging program to mitigate our exposure to fluctuations in mineral prices.

Changes in commodity prices may also significantly affect our ability to estimate the value of producing properties for acquisition and divestiture and often cause disruption in the market for mineral properties, as buyers and sellers have difficulty agreeing on the value of the properties. Price volatility also makes it difficult to budget for and project the return on acquisitions and the development and exploitation of projects. We expect that commodity prices will continue to fluctuate significantly in the future.

We Are Required to Share Our Profits Derived From Properties In Which We Do Not Own 100% Fee Title.

We only own a 29.166% undivided interest in 71.82 acres of land on War Eagle Mountain. Under Idaho law, we are required to pay the other joint tenant owners of the land their pro rata share of any revenues we derive from minerals extracted from their property, less operating costs we incur. We do not have any formal agreement with the majority owners of the 71.82 acres of land on War Eagle Mountain regarding the allocation of revenues between 71.82 acres in which they have an interest and the other acreage we own or lease on War Eagle Mountain, or the determination and allocation of costs properly chargeable against revenues allocated to their interests. Accordingly, there is a possibility that we may get into disputes with the majority owners of the 71.82 acres of land on War Eagle Mountain, which could adversely affect our profitability.

If We Or Our Operators Fail To Maintain Adequate Insurance, Our Business Could Be Materially And Adversely Affected.

Our operations are subject to risks inherent in the mining industry, such as mine collapses, flooding, explosions, fires, pollution, earthquakes and other environmental risks. These risks could result in substantial losses due to injury and loss of life, severe damage to and destruction of property and equipment, pollution and other environmental damage, and suspension of operations. We could be liable for environmental damages caused by previous property owners. As a result, substantial liabilities to third parties or governmental entities may be incurred, the payment of which could have a material adverse effect on our financial condition and results of operations. We do not currently carry insurance to protect us against any of these potential liabilities. We expect that Silver Falcon will obtain insurance before it formally commences mining operations on our land, but at this time Silver Falcon also does not carry insurance to cover any of these potential liabilities.

Complying With Environmental And Other Government Regulations Could Be Costly And Could Negatively Impact Silver Falcon’s Production, Which Would Adversely Impact Our Royalty Revenues From Silver Falcon.

The mining business is governed by numerous laws and regulations at various levels of government. These laws and regulations govern the operation and maintenance of any facilities on War Eagle Mountain, the discharge of materials into the environment and other environmental protection issues. Such laws and regulations may, among other potential consequences, require that any operator of mining operations on War Eagle Mountain acquire permits before commencing operations and restrict the substances that can be released into the environment with mining and production activities.

Under our lease of War Eagle Mountain to Silver Falcon, Silver Falcon is primarily responsible for compliance with all laws and regulations applicable to the mining operations. However, to the extent that Silver Falcon violates laws and regulations, and is financially unable to satisfy any damages or claims arising out of its violations, we could be liable for those damages or claims, which may include claims for personal injury, clean-up costs and other environmental and property damages, as well as administrative, civil and criminal penalties. Prior to commencement of mining operations by Silver Falcon, we may secure limited insurance coverage for sudden and accidental environmental damages as well as environmental damage that occurs over time. However, we do not believe that insurance coverage for the full potential liability of environmental damages is available at a reasonable cost. Accordingl y, we could be liable, or could be required to cease production on properties, if environmental damage occurs.

The costs of complying with environmental laws and regulations in the future may harm our business. Furthermore, future changes in environmental laws and regulations could occur that result in stricter standards and enforcement, larger fines and liability, and increased capital expenditures and operating costs, any of which could have a material adverse effect on our financial condition or results of operations.

There Is No Limited Market For Our Common Stock.

The trading market for our common stock is limited. Our common stock is not yet eligible for trading on any national or regional securities exchange or the Nasdaq Stock Market. Our common stock is not trading. We plan to seek a listing on the OTC Bulletin Board in the future. We cannot provide you with any assurance that a more active trading market for our common stock will ever develop, or if such a market develops, that it will be sustained.

Our Common Stock is Subject to the "Penny Stock" Rules of the SEC and the Trading Market in Our Securities is Limited, Which Makes Transactions in Our Stock Cumbersome and May Reduce the Value of an Investment in Our Stock.

The Securities and Exchange Commission has adopted Rule 15g-9 which establishes the definition of a "penny stock," for the purposes relevant to us, as any equity security that has a market price of less than $5.00 per share or with an exercise price of less than $5.00 per share, subject to certain exceptions. For any transaction involving a penny stock, unless exempt, the rules require:

that a broker or dealer approve a person's account for transactions in penny stocks; and

the broker or dealer receive from the investor a written agreement to the transaction, setting forth the identity and quantity of the penny stock to be purchased.

In order to approve a person's account for transactions in penny stocks, the broker or dealer must:

obtain financial information and investment experience objectives of the person; and

make a reasonable determination that the transactions in penny stocks are suitable for that person and the person has sufficient knowledge and experience in financial matters to be capable of evaluating the risks of transactions in penny stocks.

The broker or dealer must also deliver, prior to any transaction in a penny stock, a disclosure schedule prescribed by the Commission relating to the penny stock market, which, in highlight form:

sets forth the basis on which the broker or dealer made the suitability determination; and

that the broker or dealer received a signed, written agreement from the investor prior to the transaction.

Generally, brokers may be less willing to execute transactions in securities subject to the "penny stock" rules. This may make it more difficult for investors to dispose of our common stock and cause a decline in the market value of our stock.

Disclosure also has to be made about the risks of investing in penny stocks in both public offerings and in secondary trading and about the commissions payable to both the broker-dealer and the registered representative, current quotations for the securities and the rights and remedies available to an investor in cases of fraud in penny stock transactions. Finally, monthly statements have to be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks.

We Will Incur Significant Costs As A Result Of Operating As A Public Company. Our Management Has Identified Material Weaknesses In Our Internal Control Over Financial Reporting, Which We Are Required To Remedy. We May Not Have Sufficient Personnel For Our Financial Reporting Responsibilities, Which May Result In The Untimely Close Of Our Books And Record And Delays In The Preparation Of Financial Statements And Related Disclosures.

As a registered public company, we will experience an increase in legal, accounting and other expenses. In addition, the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”), as well as new rules subsequently implemented by the SEC, has imposed various requirements on public companies, including requiring changes in corporate governance practices. Our management and other personnel need to devote a substantial amount of time to these compliance initiatives. Moreover, these rules and regulations will increase our legal and financial compliance costs and make some activities more time-consuming and costly.

If we are not able to comply with the requirements of Sarbanes-Oxley Act, or if we or our independent registered public accounting firm identifies additional deficiencies in our internal control over financial reporting that are deemed to be material weaknesses, the market price of our stock could decline and we could be subject to sanctions or investigations by the SEC and other regulatory authorities.

ITEM 2. FINANCIAL INFORMATION.

Disclosure Regarding Forward Looking Statements

This registration statement contains forward-looking statements. In some cases, you can identify these statements by forward-looking words such as “may,” “might,” “will,” “should,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “intends,” “potential” and similar expressions. All of the forward-looking statements contained in this registration statement are based on estimates and assumptions made by our management. These estimates and assumptions reflect our best judgment based on currently known market and other factors. Although we believe such estimates and assumptions are reasonable, they are inherently uncertain and involve risks and uncertainties. In addition, management’s assumptions about future events may prove to be inaccurate. We caution you that the forward-looking statements contained in this registration statement are not guarantees of future performance and we cannot assure you that such statements will be realized. In all likelihood, actual results will differ from those contemplated by such forward-looking statements as a result of a variety of factors, including those factors discussed in “Item 1. Business - Risk Factors.” We will update these forward-looking statements only as required by law. However, we do not undertake any other responsibility to update any forward-looking statements.

Overview

On September 14, 2007, we acquired an interest in 174.82 acres of land on War Eagle Mountain in Idaho from two of our major shareholders for a total of 90,000,000 shares of our common stock. We acquired a 100% interest in 103 acres, and a 29.166% interest in 71.82 acres. We have also acquired 70 lease claims on War Eagle Mountain from the U.S. Bureau of Land Management, each of which covers approximately 20 acres, or approximately 1,400 acres in total.

On October 11, 2007, we entered into a lease of our mineral rights to Silver Falcon, which is responsible for all mining activities on War Eagle Mountain. We are entitled to annual lease payments of $1,000,000, payable on a monthly basis, a monthly nonaccountable expense reimbursement of $10,000 during any month in which ore is mined from the leased premises, and a royalty of 15% of all amounts paid to Silver Falcon from the processing of ore mined from our properties. The lease provides that lease payments must commence April 1, 2008, but that Silver Falcon may extend the commencement date to July 1, 2009, in which event the lease term will be extended by an equal amount of time. Silver Falcon currently expects to begin actual operations in December 2008, and to begin lease payments at that time.

Our revenue, profitability, and future growth rate depend substantially on factors beyond our control, including Silver Falcon’s success in the commencement of mining operations on our properties, as well as economic, political, and regulatory developments and fluctuations in the market prices of minerals processed from ore derived from our properties.

Results of Operations

Fiscal Years ended December 31, 2007 and 2006

We had no revenues in the years ended December 31, 2007 and 2006.

We reported losses from operations, and a net loss, during the years ended December 31, 2007 and 2006 of ($1,220,727) and ($228,095), respectively. The increased loss in 2007 as compared to 2006 was largely attributable to increased salaries and wages in 2007, as compared to 2006. Salaries and wages increased from $41,667 in 2006 to $800,000 in 2007, as a result of a $625,000 bonus payable to Pierre Quilliam in 2007 as a result of his efforts to close the purchase of our property on War Eagle Mountain, our entry into an employment agreement with Allan Breitkruez dated January 1, 2007, and the fact that Pierre Quilliam only drew compensation under his employment agreement for the last four months of 2006. In addition, general and administrative expenses increased from $26,428 in 2006 to $371,006 in 2007, largely as a result of the our agreement to reimburse Mr. Quilliam $345,163 in 2007 for tr avel, entertainment and legal costs incurred in connection with our purchase of the property on War Eagle Mountain.

Six Months ended June 30, 2008 and 2007

We had no revenues in the six months ended June 30, 2008 and 2007.

We reported losses from operations during the six months ended June 30, 2008 and 2007 of ($164,206) and ($125,282), respectively. The increased operating loss in 2008 as compared to 2007 was attributable to higher consulting fees in 2008 as compared to 2007. Consulting fees increased from $16,610 in 2007 to $55,203 in 2008 largely as a result of consulting contracts executed with two individuals with experience with our mining property in Idaho. Salaries and wages, which consist of amounts payable under employment agreements to Messrs. Quilliam and Breitkruez, were the same in both periods.

We reported a net loss in the six months ended June 30, 2008 of ($167,230), as compared to a net loss of ($125,282) in the six months ended June 30, 2007. Net loss in 2008 included $3,024 of interest expense on debt incurred to pay operating expenses, as compared to no interest expense in 2007.

Liquidity and Sources of Capital

Our balance sheet as of June 30, 2008 reflects cash and current assets of $1,499, current liabilities of $1,507,392, and a working capital deficit of ($1,505,893). However, most of our current liabilities consist of accrued compensation our management.

At this time, we have no revenues. We have executed a lease agreement with Silver Falcon, which provides for an annual lease payment of $1,000,000 payable in monthly installments, and a royalty equal to 15% of the proceeds of any ore mined from our property on War Eagle Mountain. However, we do not expect to begin receiving lease payments from Silver Falcon until Silver Falcon commences actual mining operations, which is not expected to occur until December 2008. Until begin receiving lease payments from Silver Falcon, we are dependent on the deferral of salaries by our management, and loans from our officers and a significant shareholder to pay other administrative expenses.

Going Concern

Our financial statements have been presented on the basis that we continue as a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. As shown in the accompanying financial statements, we incurred a net operating loss in the years ended December 31, 2007 and 2006, and the six months ended June 30, 2008, and have no revenues at this time. These factors create an uncertainty about our ability to continue as a going concern. We are currently trying to raise capital through a private offering of preferred stock. Our ability to continue as a going concern is dependent on the success of this plan. The financial statements do not include any adjustments that might be necessary if we are unable to continue as a going concern.

Critical Accounting Policies and Estimates

The discussion and analysis of our financial condition and results of operations are based upon our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of our financial statements requires us to make estimates and assumptions that affect our reported results of operations and the amount of reported assets, liabilities and proved mineral reserves. Some accounting policies involve judgments and uncertainties to such an extent that there is reasonable likelihood that materially different amounts could have been reported under different conditions, or if different assumptions had been used. Actual results may differ from the estimates and assumptions used in the preparation of our financial statements. Described below are the most significant policies we apply in preparing our financial statements, some of which are s ubject to alternative treatments under accounting principles generally accepted in the United States of America. We also describe the most significant estimates and assumptions we make in applying these policies. See Results of Operations above and Item 13. Financial Statements – Note A, “Summary of Significant Accounting Policies,” for a discussion of additional accounting policies and estimates made by management.

Revenue Recognition

Revenue is recognized when earned according to lease and royalty agreements. Lease income is recognized as earned on a monthly basis according to the terms of the lease. Royalty income is recognized as ore is extracted and refined.

Cash and Cash Equivalents

Cash and cash equivalents consist of all cash balances and highly liquid investments with an original maturity of three months or less. Because of the short maturity of these investments, the carrying amounts approximate their fair value.

Facilities and Equipment

Expenditures for new facilities or equipment and expenditures that extend the useful lives of existing facilities or equipment are capitalized and recorded at cost. The facilities and equipment are depreciated using the straight-line method at rates sufficient to depreciate such costs over the estimated productive lives, which do not exceed the related estimated mine lives, of such facilities based on proven and probable reserves.

Impairment of Long-Lived Assets

We review and evaluate our long-lived assets for impairment when events or changes in circumstances indicate that the related carrying amounts may not be recoverable. An impairment is considered to exist if the total estimated future cash flows on an undiscounted basis are less than the carrying amount of the assets, including goodwill, if any. An impairment loss is measured and recorded based on discounted estimated future cash flows. Future cash flows are estimated based on quantities of recoverable minerals, expected gold and other commodity prices (considering current and historical prices, price trends and related factors), production levels and operating costs of production and capital, all based on life-of-mine plans. Existing proven and probable reserves and value beyond proven and probable reserves, including mineralization other than proven and probable reserves and other material that is not part of the measured, indicated or inferred resource base, are included when determining the fair value of mine site reporting units at acquisition and, subsequently, in determining whether the assets are impaired. The term “recoverable minerals” refers to the estimated amount of gold or other commodities that will be obtained after taking into account losses during ore processing and treatment. Estimates of recoverable minerals from such exploration stage mineral interests are risk adjusted based on management’s relative confidence in such materials. In estimating future cash flows, assets are grouped at the lowest level for which there are identifiable cash flows that are largely independent of future cash flows from other asset groups. Our estimate of future cash flows is based on numerous assumptions and it is possible that actual future cash flows will be significantly different than the estimates, as actual future quantities of recoverable minerals, gold and other commodity prices, production l evels and operating costs of production and capital are each subject to significant risks and uncertainties.

Goodwill

We evaluate, on at least an annual basis during the fourth quarter, the carrying amount of goodwill to determine whether current events and circumstances indicate that such carrying amount may no longer be recoverable. To accomplish this, we compare the estimated fair value of our reporting units to their carrying amounts. If the carrying value of a reporting unit exceeds its estimated fair value, we compare the implied fair value of the reporting unit’s goodwill to its carrying amount, and any excess of the carrying value over the fair value is charged to earnings. Our fair value estimates are based on numerous assumptions and it is possible that actual fair value will be significantly different than the estimates, as actual future quantities of recoverable minerals, gold and other commodity prices, production levels and operating costs of production and capital are each subject to significant risks and uncertainties.

Stock Based Compensation

We have issued and may issue stock in lieu of cash for certain transactions. The fair value of the stock, which is based on comparable cash purchases, third party quotations, or the value of services, whichever is more readily determinable, is used to value the transaction

Use of Estimates

Our Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of our Financial Statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and the related 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. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances. Accordingly, actual results may differ significantly from these estimates under different assumptions or conditions.

Basic and Diluted Per Common Share

Under Statement of Financial Accounting Standards (“SFAS”) No. 128, “Earnings Per Share,” basic earnings per common share is computed by dividing income available to common stockholders by the weighted average number of common shares assumed to be outstanding during the period of computation. Diluted earnings per share is computed similar to basic earnings per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. Because we have has incurred net losses, basic and diluted loss per share are the same since additional potential common shares would be anti-dilutive.

Research and Development

We expense research and development costs as incurred.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements that are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.

ITEM 3. PROPERTIES.

A description of our mining properties is included in Item 1. Description of Business and is incorporated herein by reference.

We believe that we have satisfactory title to the properties owned and used in our business, subject to liens for taxes not yet payable, liens incident to minor encumbrances, liens for credit arrangements and easements and restrictions that do not materially detract from the value of these properties, our interests in these properties, or the use of these properties in our business. We believe that our properties are adequate and suitable for us to conduct business in the future.

ITEM 4. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

The following table sets forth certain information, as of October 31, 2008, with respect to the beneficial ownership of our common stock by (i) all of our directors, (ii) each of our executive officers named in the Summary Compensation Table, (iii) all of our directors and named executive officers as a group, and (iv) all persons known to us to be the beneficial owner of more than five percent (5%) of any class of our voting securities.


Name and Address of Beneficial Owner	Amount and Nature of Beneficial Ownership	Percent of Class (1)

Pierre Quilliam (2) 5709 Manatee Avenue West Bradenton, Florida 34209	54,651,761	30.2%

New Vision Financial, Ltd. (3) Suite 13, Oliaji Trade Center Francis Rachel St. Victoria, Seychelles	51,842,091	28.9%

William Martens (4) 14424 South Canada Road Melba, Idaho 83641	16,750,000	9.4%

Allan Breitkreuz 1613 2^nd Ave., RR#3 St-Catharines, Ontario Canada L2R 6P9	-	0.0%

All Officers and Directors as a Group	54,651,761	30.2%

(1) Based upon 177,976,599 shares issued and outstanding as of October 31, 2008.

(2) Mr. Quilliam’s shares include 50,700,000 shares owned by Bisell Investments, Inc., a company of which he is a director and president, 380,000 shares owned by his wife, and 500,000 shares owned by Silver Falcon. Mr. Quilliam is the chief executive officer of Silver Falcon and Bisell Investments, Inc., and in that capacity exercises shared power to vote and dispose of the shares owned by the entities. Mr. Quilliam’s ownership also includes 3,070,761 shares which he has the present right to acquire under notes which are convertible into common stock at his election at a conversion price of $0.03 per share.

(3) New Vision Financial, Ltd.’s shares include 50,658,333 shares owned outright by it, as well as 1,183,758 shares which it has the present right to acquire under notes which are convertible into common stock at its election at a conversion price of $0.03 per share.

(4) Mr. Martens’ ownership includes 16,500,000 shares owned outright by him, and 250,000 shares which he is entitled to receive under a consulting agreement dated January 1, 2008.

Equity Compensation Plan Information

The following table provides information as of December 31, 2007 about our outstanding compensation plans under which shares of stock have been authorized:


Plan Category	Number of securities to be issued upon exercise of outstanding options, warrants and rights (a)	Weighted-average exercise price of outstanding options, warrants and rights (b)	Number of securities remaining available for future issuance (c)

Equity compensation plans approved by security holders	--	--	--
Equity compensation plans not approved by security holders	--	--	--
Total	--	--	--

ITEM 5. DIRECTORS AND EXECUTIVE OFFICERS.

Listed below are the directors and executive officers of the Company.


Name	Age	Present Positions with Company
Pierre Quilliam	70	Chairman and Chief Executive Officer
Allan Breitkreuz	42	Executive Vice President of Finance and Development

The following information sets forth the backgrounds and business experience of the directors and executive officers.

Pierre Quilliam has served as our chief executive officer and a member of our board since November 11, 2003. In addition to his services as our office and director, Mr. Quilliam has been a director and officer of Silver Falcon Mining, Inc., f/k/a Dicut, Inc. since 2001. From 1975 to 1980, Mr. Quilliam established and operated Outico, Ltd., a reseller of industrial tools and equipment. From 1980 to the present, Mr. Quilliam has established and managed numerous companies in various capacities, including finance, consulting, accounting and management.

Allan Breitkreuz has served as a member of our board since 2005, and as our Vice President of Finance and Development since September 9, 2006. From 2002 to 2008, Mr. Breitkreuz was an officer and director of Warner International Networks and Extend a Pop, which provided dial up internet access. Mr. Breitkreuz majored in commercial and business financial administration at Brock University in Ontario, Canada, but did not receive a degree.

None of the above directors and executive officers has been involved in any legal proceedings as listed in Regulation S-K, Section 401(f).

Board Of Directors

Our board currently consists of two directors. During 2007, our board of directors had four meetings. All directors attended every meeting held during the time in which they served as directors. There have been no material changes to the procedures by which security holders may recommend nominees to the board of directors.

Board Committees

We do not have an audit, nominating or compensation committee. We intend, however, to establish an audit committee and a compensation committee of our Board of Directors in the future, once we have independent directors. We envision that the audit committee will be primarily responsible for reviewing the services performed by our independent auditor, evaluating our accounting policies and our system of internal controls. The compensation committee will be primarily responsible for reviewing and approving our salary and benefits policies (including stock options) and other compensation of our executive officers.

We do not have an audit committee financial expert on our board because we do not have any independent directors.

Code of Ethics

Our Board of Directors has not yet adopted a Code of Business Conduct and Ethics.

ITEM 6. EXECUTIVE COMPENSATION.

The following table sets forth the compensation earned by our named Executive Officers during the last three fiscal years and other officers who received compensation in excess of $100,000 during any of the last three fiscal years. In accordance with Item 402(a)(5), we have omitted certain columns from the table required by Item 402(c).

Summary Compensation Table


Name and Principal Position	Year	Salary $	Option Awards $ (4)	All Other Compensation $	Total $

Pierre Quilliam, Chairman and CEO (1)	2007 2006	$125,000 $41,667	- -	$625,000 -	$750,000 $41,667

(1)

Mr. Quilliam has served as our Chairman and CEO since November 11, 2003. From September 1, 2006 to August 31, 2007, the board approved a base salary for Mr. Quilliam of $125,000 per year. From September 1, 2007 to December 31, 2007, we paid Mr. Quilliam a base salary of $125,000 per year under an employment agreement dated September 1, 2007. In 2007, the board approved a bonus to Mr. Quilliam of $625,000 as a result of his efforts to close the purchase of our property on War Eagle Mountain, as well as the reimbursement of $345,163 in travel, entertainment and legal costs incurred by Mr. Quilliam in connection our purchase of the property on War Eagle Mountain. In addition, we issued Mr. Quilliam a promissory note on December 31, 2007 in the amount of $81,408 to document the terms under which we would repay loans made by Mr. Quilliam to us. The note is convertible into common stock at $0.03 per share. No compensation has been accrued for Mr. Quilliam with respect to the note. None of Mr. Quilliam’s compensation for either 2006 or 2007 has been paid in cash, and instead is reflected as a current liability on our financial statements.

We did not grant any stock options or stock appreciation rights to our named executive officers in the last fiscal year, other than as described above. We did not make any award to any named executive officer under any long-term incentive plan in the last fiscal year. We did not reprice any options or stock appreciation rights during the last fiscal year.

Employment Agreements

We entered into an employment agreement with Mr. Quilliam on September 1, 2007, which provides as follows:

That Mr. Quilliam is entitled to a base salary of $125,000 per year;

The term of the agreement is one year and four months (or until December 31, 2008), but automatically renews for successive terms equal to the initial term unless it is terminated at least thirty days before any expiration date;

Mr. Quilliam is entitled to health, dental, long term disability and life insurance, to the extent provided to all of our employees pursuant to such plans and programs that we may adopt from time to time, and the use of two rental cars, the combined cost of which shall not exceed $2,000 per month; and

Mr. Quilliam’s employment is subject to standard provisions requiring that he maintain the confidentiality of our information, and prohibiting his competition with us or soliciting our employees during and after the termination of their employment with us.

Director Compensation


Name	Fees Earned or Paid in Cash ($)	Stock Awards ($)	Option Awards ($)	Non-Equity Incentive Plan Compensation ($)	Nonqualified Deferred Compensation Earnings ($)	All Other Compensation ($)	Total ($)

Allan Breitkreuz (1)	-	-	-	-	-	$50,000	$50,000

(1)

Mr. Breitkreuz receives no compensation for serving as a director. In 2007, he received a base salary of $50,000 for services as vice president under an employment agreement dated January 1, 2007. None of his base compensation has been paid in cash, and instead is reflected as a current liability on our financial statements.

ITEM 7. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.

On March 31, 2006, we issued 40,000,000 shares of common stock to New Vision for consulting services. On May 1, 2006, New Vision agreed to cancel 32,000,000 shares of common stock, and we then issued 8,000,000 shares of common stock to Bisell and each of three other unrelated companies for services relating to the location of a viable business opportunity for us. On August 17, 2007, the three unrelated companies conveyed their 8,000,000 shares of common stock to Laoshan. The conveyance was made in partial satisfaction of New Vision’s and Bisell’s obligation to transfer Laoshan 32,000,000 shares of common stock to Laoshan.

On August 24, 2007, Bisell Investments, Inc. (“Bisell”) and New Vision Financial, Ltd. (“New Vision”) each acquired an undivided 50% interest in 174.82 acres of land on War Eagle Mountain, Idaho, from Laoshan Group, LLC (“Laoshan”) by conveying Laoshan 8,000,000 shares (16,000,000 shares in total) of our common stock. From the shares transferred to Laoshan, New Vision and Bisell each received back 500,000 shares.

On September 14, 2007, we issued 45,000,000 shares of common stock to each of Bisell and New Vision (90,000,000 shares in total) to purchase their interest in 174.82 acres of land on War Eagle Mountain, Idaho. At the time of the transaction, Bisell and New Vision were significant holders of our common stock, and Pierre Quilliam, our chairman and chief executive officer, was also the president of Bisell.

On October 11, 2007, we entered into a lease agreement with Silver Falcon, under which we leased our owned and leased acreage on War Eagle Mountain, Idaho to Silver Falcon. Silver Falcon is responsible for all mining activities on our land, and we are entitled to annual lease payments of $1,000,000 per year payable monthly, a nonaccountable expense allowance of $10,000 per month for any month in which ore is mined from our property, and a royalty of 15% from any proceeds payable to Silver Falcon by the smelter of ore produced from land. Pierre Quilliam, our chairman and chief executive officer, is also the chairman and chief executive officer of Silver Falcon.

On January 1, 2008, we entered into a consulting agreement with William Martens, under which we agreed to issue Mr. Martens 250,000 shares of common stock in consideration for up to 200 hours of consulting services for one year. Mr. Martens controlled Laoshan at the time we acquired the property on War Eagle Mountain from Laoshan, and is a significant shareholder of ours as a result of the distribution to him of shares received by Laoshan in the transactions described above.

On June 30, 2008, the Company was indebted to Pierre Quilliam on a promissory note dated December 31, 2007 in the original principal amount of $81,408. The note provides for a principal payment of $5,698.56 on December 31, 2008, and all remaining principal and accrued interest on December 31, 2009. Interest accrues at a rate of 7% payable annually. The funds represented by the note were loaned to us at various times in 2006 and 2007, and were used to pay operating expenses. Prior to December 31, 2007, the loans did not bear interest. Principal and interest due on the note is convertible into common stock at the election of the holder at a conversion price of $0.03 per share.

On June 30, 2008, the Company was indebted to Pierre Quilliam on a promissory note dated June 30, 2008 in the original principal amount of $5,830. The note provides for a principal payment of $408.10 on June 30, 2009, and all remaining principal and accrued interest on June 30, 2010. Interest accrues at a rate of 7% payable annually. The funds represented by the note were loaned to us at various times in 2008, and were used to pay operating expenses. Prior to June 30, 2008, the loans did not bear interest. Principal and interest due on the note is convertible into common stock at the election of the holder at a conversion price of $0.03 per share.

On January 10, 2008, we issued New Vision 158,333 shares of common stock. The shares were valued at $0.03 per share, or $4,750, and were used to pay in full a note to New Vision with an original principal amount of $2,250, with the excess being applied to reduce the principal balance of the note dated December 31, 2007 with an original principal balance of $7,500.

As of June 30, 2008, the Company was indebted to New Vision Financial, Ltd. on a promissory note dated December 31, 2007 in the original principal amount of $7,500, with a principal balance at June 30, 2008 of $2,750. The note provides for a principal payment of $525 on December 31, 2008, and all remaining principal and accrued interest on December 31, 2009. Interest accrues at a rate of 7% payable annually. Principal and interest due on the note is convertible into common stock at the election of the holder at a conversion price of $0.03 per share.

As of June 30, 2008, the Company was indebted to New Vision Financial, Ltd. on a promissory note dated December 31, 2007 in the original principal amount of $2,250. The note provides for a principal payment of $157.50 on December 31, 2008, and all remaining principal and accrued interest on December 31, 2009. Interest accrues at a rate of 7% payable annually. Principal and interest due on the note is convertible into common stock at the election of the holder at a conversion price of $0.03 per share.

On June 30, 2008, the Company was indebted to New Vision Financial, Ltd. on a promissory note dated June 30, 2008 in the original principal amount of $29,532. The note provides for a principal payment of $2,067.24 on June 30, 2009, and all remaining principal and accrued interest on December 31, 2010. Interest accrues at a rate of 7% payable annually. The funds represented by the note were loaned to us at various times in 2008, and were used to pay operating expenses. Prior to June 30, 2008, the loans did not bear interest. Principal and interest due on the note is convertible into common stock at the election of the holder at a conversion price of $0.03 per share.

On December 31, 2007, our board approved a bonus of $625,000 to Mr. Quilliam for his efforts in completing our acquisition of the War Eagle Mountain property. Our board also approved the reimbursement of $343,163 of travel, entertainment and legal expenses incurred by Mr. Quilliam to complete the purchase of the War Eagle Mountain property.

ITEM 8. LEGAL PROCEEDINGS.

We are not parties to any material legal proceedings at this time.

ITEM 9. MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANT’S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

During 2006 and 2007, our common stock was not traded. Our common stock was last traded on the Pink Sheets under the symbol “CGPT” on June 8, 2005.

There were 176 shareholders of record of the common stock as of May 5, 2008. This number does not include an indeterminate number of shareholders whose shares are held by brokers in “street name.”

Our common stock is subject to rules adopted by the Securities and Exchange Commission ("Commission") regulating broker dealer practices in connection with transactions in "penny stocks." Those disclosure rules applicable to "penny stocks" require a broker dealer, prior to a transaction in a "penny stock" not otherwise exempt from the rules, to deliver a standardized disclosure document prepared by the Commission. That disclosure document advises an investor that investment in "penny stocks" can be very risky and that the investor's salesperson or broker is not an impartial advisor, but rather paid to sell the shares. The disclosure contains further warnings for the investor to exercise caution in connection with an investment in "penny stocks," to independently investigate the security, as well as the salesperson the investor is working with and to underst and the risky nature of an investment in this security. The broker dealer must also provide the customer with certain other information and must make a special written determination that the "penny stock" is a suitable investment for the purchaser, and receive the purchaser's written agreement to the transaction. Further, the rules require that, following the proposed transaction, the broker provide the customer with monthly account statements containing market information about the prices of the securities. These disclosure requirements may have the effect of reducing the level of trading activity in the secondary market for our common stock. Many brokers may be unwilling to engage in transactions in our common stock because of the added disclosure requirements, thereby making it more difficult for stockholders to dispose of their shares.

Dividend Policy

We have not declared any cash dividends on our Common Stock during our fiscal years ended on December 31, 2007 or 2006. Our Board of Directors has made no determination to date to declare cash dividends during the foreseeable future, but is not likely to do so. There are no restrictions on our ability to pay dividends.

ITEM 10. RECENT SALES OF UNREGISTERED SECURITIES.

We issued shares of our common stock in the following transactions in the last three years:

On March 31, 2006, we issued 40,000,000 shares of our common stock to New Vision Financial, Ltd. for consulting services. On May 1, 2006, New Vision Financial, Ltd. agreed to cancel 32,000,000 shares issued on March 31, 2006, and we then issued 8,000,000 shares each to Bisell and three unrelated entities for consulting services. The consulting services involved finding a suitable business opportunity for the Company, which had no business at the time.

On September 14, 2007, we issued 45,000,000 shares each to Bisell and New Vision to acquire interests in 174.82 acres of property on War Eagle Mountain, Idaho.

On January 10, 2008, we issued 158,333 shares of common stock to New Vision. in satisfaction of $4,750 of notes payable by the Company to New Vision Financial, Ltd. at the time. The shares were valued at $0.03 per share, which was the last trading price of the common stock.

On February 11, 2008, we issued 232,500 shares to Q-Prompt for website services. The shares were valued at $0.03 per share, or $6,975, which was the last trading price of the common stock.

All securities were issued by the Company pursuant to the "private placement" exemption under Section 4(2) of the Securities Act. The issuances did not involve a public offering of securities, as neither the Company nor any person acting on its behalf offered or sold the securities by means of any form of general solicitation or general advertising. In the Company’s judgment, all of the recipients of the securities had knowledge of the Company’s assets, liabilities and business plan, and such information on the Company as was necessary to make an informed investment decision. A legend was placed on the stock certificates stating that the securities have not been registered under the Securities Act and could not be sold or otherwise transferred without an effective registration or an exemption therefrom. The transfer agent was also instructed to mark "stop transfer" on its le dger to assure that these securities cannot be transferred absent registration or an exemption from registration.

The Company effected a 1 for 10 reverse split of its Common Stock on July 17, 2007. All share amounts are after giving effect to the reverse split.

ITEM 11. DESCRIPTION OF REGISTRANT’S SECURITIES TO BE REGISTERED.

We are authorized to issue 200,000,000 shares of common stock with a par value of $0.0001 per share, and 5,000,000 shares of preferred stock with a par value of $0.0001 per share. As of October 31, 2008, there were 177,976,599 shares of common stock issued and outstanding, and no shares of preferred stock.

Each outstanding share of common stock is entitled to one vote, either in person or by proxy, on all matters that may be voted upon by the owners thereof at meetings of the stockholders. Holders of our common stock

(iv)

have equal ratable rights to dividends from funds legally available therefore, if declared by our Board of Directors,

(v)

are entitled to share ratably in all our assets available for distribution to holders of common stock upon our liquidation, dissolution or winding up;

(vi)

do not have preemptive, subscription or conversion rights or redemption or sinking fund provisions;

(vii)

are entitled to one non-cumulative vote per share on all matters on which stockholders may vote at all meetings of our stockholders other than for directors; and

(viii)

are entitled to one cumulative vote per share in the election of directors.

All of our outstanding shares of common stock are validly issued, fully paid and non-assessable.

Signature Stock Transfer, Inc. serves as transfer agent for our common stock.

ITEM 12. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Under our Certificate of Incorporation, as amended, we are required to indemnify and hold harmless, to the fullest extent permitted by law, each person (a “Covered Person”) who was or is made or is threatened to be made a party or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he or she, or a person for whom he or she is the legal representative, is or was a director or officer of ours or, while a director or officer of ours, is or was serving at our request as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust, enterprise or nonprofit entity, including service with respect to employee benefit plans, against all liability and loss suffered and expenses (including attorneys’ fees) reasonably incurred by such Covered Person.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to our directors, officers and controlling persons pursuant to the foregoing, or otherwise, we have been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable.

At the present, there is no pending litigation or proceeding involving one of our directors or officers as to which indemnification is being sought nor are aware of any threatened litigation that may result in claims for indemnification by any officer or director. We do not currently maintain directors and officers liability insurance.

ITEM 13. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

The financial information required by Regulation S-X is attached hereto as Exhibits A and B. As a smaller reporting company, we are not required to provide the supplementary financial information required by Item 302 of Regulation S-K.

ITEM 14. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

During the two fiscal years ended December 31, 2007, there has not been any change in accountants, or any disagreement on any matter of accounting principles or practices, financial statement disclosures or auditing scope or procedure with our auditors. On February 4, 2008, we retained W.T. Uniack & Co. CPA's P.C. as our independent auditor. Prior to the retention of W.T. Uniack & Co. CPA's P.C., we had not had an independent auditor since 1996.

ITEM 15. FINANCIAL STATEMENTS AND EXHIBITS.

(a)

The financial statements filed herewith are:

(i)

Audited financial statements of Goldcorp Holdings Co. as of December 31, 2006 and 2007, and for the years ended December 31, 2006 and 2007, including a balance sheet, statement of operations, statement of cash flows, and statement of changes in stockholders’ deficit.

(ii)

Unaudited financial statements of Goldcorp Holdings Co. as of June 30, 2008, and for the six months ended June 30, 2008 and 2007, including a balance sheet, statement of operations, and statement of cash flows.

(b)

The following exhibits are filed as part of this registration statement:


Exhibit Number	Description of Exhibits
3.1	Amended and Restated Certificate of Incorporation of Goldcorp Holdings Co., a Delaware corporation, dated August 13, 2007
3.2	By-Laws
4.1	Form of Common Stock certificate
10.1	Employment Agreement of Pierre Quilliam
10.2	Employment Agreement of Allan Breitkreuz
10.3	Lease Agreement between Goldcorp Holdings Co. and Silver Falcon Mining, Inc., dated October 11, 2007


10.4	Promissory Note dated December 31, 2007 payable to Pierre Quilliam in the amount of $81,408
10.5	Promissory Note dated June 30, 2008 payable to Pierre Quilliam in the amount of $5,830
10.6	Promissory Note dated December 31, 2007 payable to New Vision Financial, Ltd. in the amount of $7,500
10.7	Promissory Note dated December 31, 2007 payable to New Vision Financial, Ltd. in the amount of $2,250
10.8	Promissory Note dated June 30, 2008 payable to New Vision Financial, Ltd. in the amount of $29,532
11*	Computation of Ratio of Earnings to Combined Fixed Charges and Preference Dividends
21	Subsidiaries of Registrant
23	Consent of W.T. Uniack & Co. CPA's P.C.

Included within financial statements.

REPORTS TO SECURITIES HOLDERS

We have filed with the SEC a registration statement on Form 10 under the Securities Act with respect to the issuance of shares of our common stock being offered by this registration statement. We are not currently subject to the informational requirements of the Securities Exchange Act of 1934. As a result of the offering of the shares of our common stock, we will become subject to the informational requirements of the Exchange Act, and, in accordance therewith, will file quarterly and annual reports and other information with the SEC; and send a copy of our annual report together with audited financial statements to each of our shareholders. The registration statement, such reports and other information can be inspected and copied at the Public Reference Room of the SEC located at 100 F Street N.E., Washington D.C. 20549. Copies of such materials, including copies of all or any portion of the registration statement , can be obtained from the Public Reference Room of the SEC at prescribed rates. You can call the SEC at 1-800-SEC-0330 to obtain information on the operation of the Public Reference Room. Such materials may also be accessed electronically by means of the SEC's home page on the internet (http://www.sec.gov).

SIGNATURES

In accordance with Section 12 of the Exchange Act, the registrant caused this Form 10 to be signed on its behalf by the undersigned, hereunto duly authorized.


	GOLDCORP HOLDINGS CO.
Dated: November 12, 2008	/s/ Pierre Quilliam
	Pierre Quilliam, Chief Executive Officer

EXHIBIT A

GOLDCORP HOLDINGS CO.

FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2007 and 2006

WITH AUDIT REPORT OF REGISTERED PUBLIC ACCOUNTING FIRM

F-1

TABLE OF CONTENTS


	PAGE
Audit Report of Independent Certified Public Accountants	F-3
Balance Sheets as of December 31, 2007 and 2006	F-4
Statements of Operations for the years ended December 31, 2007 and 2006	F-5
Statements of Stockholders' Equity for the years ended December 31, 2007 and 2006	F-6
Statements of Cash Flows for the years ended December 31, 2007 and 2006	F-7
Notes to Financial Statements for the years ended December 31, 2007 and 2006	F-9

F-2

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board of Directors

Goldcorp Holdings Co.

We have audited the accompanying balance sheet of Goldcorp Holdings Co. (the “Company”) as of December 31, 2007 and 2006 and the related statements of operations, stockholders’ deficit, and cash flows for the years ended December 31, 2007 and 2006. 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 audit.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2007 and 2006, and the results of its operations and changes in stockholders’ deficit and its cash flows for the years ended December 31, 2007 and 2006, in conformity with accounting principles generally accepted in the United States of America.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting princi ples used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provide a reasonable basis for our opinion.

As discussed in Note 9 of the notes to the accompanying financial statements, the financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in the footnotes, the Company does not currently have any revenue is dependent on the deferral of salaries and loans from management and a shareholder to pay operating expenses. Those conditions raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ W.T. Uniack & Co. CPA's P.C.

W.T. Uniack & Co. CPA's P.C.

Woodstock, Georgia

October 29, 2008

F-3

GOLDCORP HOLDINGS CO.

BALANCE SHEET

DECEMBER 31, 2007 and 2006


ASSETS	2007	2006
Cash and cash equivalents	256	-

Mining Properties (see Note 3)	360,000

Total Assets	360,256	-

LIABILITIES AND STOCKHOLDERS’ DEFICIT

Liabilities:
Accounts payable	72,656	23,128
Accrued compensation	841,667	41,667
Notes payable	9,750	-
Director's loan	426,571	64,866
Total liabilities	1,350,644	129,661

Stockholders' equity:
Preferred stock, 5,000,000 shares authorized	-	-
Common stock, par value $0.0001, 1,000,000,000 shares authorized, 177,585,766 and 87,585,766 shares issued and outstanding at December 31, 2007 and 2006, respectively	17,759	8,759
Additional paid in capital	4,133,662	3,782,662
Accumulated deficit	(5,141,809)	(3,921,082)
Total stockholders' deficit	(990,388)	(129,661)

Total Liabilities and Stockholders' Deficit	$ 360,256	$ -

See accompanying notes to financial statements

F-4

GOLDCORP HOLDINGS CO.

STATEMENTS OF OPERATIONS

FOR THE YEARS ENDED DECEMBER 31, 2007 and 2006


	2007	2006

Revenues:	$ -	$ -

Expenses:
Consulting fees	49,721	160,000
Salaries and wages	800,000	41,667
General and administrative	371,006	26,428
Total expenses	1,220,727	228,095

Net Loss	$ (1,220,727)	$ (228,095)


Net loss per common share - basic and fully diluted	$ (0.01)	$ -

Weighted average number of common shares outstanding	132,585,434	67,585,101

See accompanying notes to financial statements.

F-5

GOLDCORP HOLDINGS CO.

STATEMENTS OF STOCKHOLDERS' DEFICIT

FOR THE YEARS ENDED DECEMBER 31, 2007 and 2006

See accompanying notes to financial statements.

F-6

GOLDCORP HOLDINGS CO.

STATEMENT OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31, 2007 and 2006


	2007	2006
Cash flows from operating activities:
Net income (loss)	$ (1,220,727)	$ (228,095)
Adjustments to reconcile net earnings (loss) to net cash (used in) operating activities:
Issuance of common stock for services	-	160,000
Increase (decrease) in operating assets and liabilities:
Accounts payable and accrued expenses	49,528	732
Accrued payroll and payroll liabilities	800,000	41,667

Net cash (used in) operating activities	(371,199)	(25,696)

Cash flows from financing activities:
Proceeds from note payable	9,750	-
Proceeds from Director's loan	361,705	25,696
Net cash provided by financing activities	371,455	25,696

Net increase (decrease) in cash and cash equivalents	256	-
Cash and equivalents at beginning of period	-	-
Cash and equivalents at end of period	$ 256	$ -

See accompanying notes to financial statements

F-7

GOLDCORP HOLDINGS CO.

STATEMENT OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31, 2007 and 2006

(continued)


	2007	2006
SUPPLEMENTARY DISCLOSURE OF NONCASH TRANSACTIONS

Shares issued for mining properties	$360,000	$ -

See accompanying notes to financial statements

F-8

GOLDCORP HOLDINGS CO.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2007 and 2006

NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS

GoldCorp Holdings, CO, (the “Company”) was originally formed as Montrose Ventures, Inc. in the State of Delaware on May 25, 1989. On April 23, 1996, the Company’s name was changed to Java Group, Inc., and on September 1, 2004 the name was changed to Consolidated General Corp. On August 7, 2007, the company’s name was changed to Goldcorp Holdings Co.

The Company) owns land and lease claims on War Eagle Mountain in the state of Idaho. The Company has entered into a lease agreement with Silver Falcon Mining, Inc. (“Silver Falcon”) under which Silver Falcon is entitled to mine the land and the Company is entitled to a 15% royalty on all minerals extracted by Silver Falcon.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Revenue Recognition

Cash and Cash Equivalents

Investments

Management determines the appropriate classification of its investments in equity securities at the time of purchase and reevaluates such determinations at each reporting date. Investments in incorporated entities in which the Company’s ownership is greater than 20% and less than 50%, or which the Company does not control through majority ownership or means other than voting rights, are accounted for by the equity method and are included in long-term assets. The Company accounts for its equity security investments as available for sale securities in accordance with Financial Accounting Standards Board (“FASB”) Statement of Financial Accounting Standards (“FAS”) No. 115, “Accounting for Certain Investments in Debt and Equity Securities.” The Company periodically evaluates whether declines in fair values of its investments below the Company’s carrying value are other-t han-temporary in accordance with FSP FAS 115 No. 115-1 and FAS 124-1, “The Meaning of Other-Than-Temporary Impairment and its Application to Certain Investments.” The Company’s policy is to generally treat a decline in the investment’s quoted market value that has lasted continuously for more than six months as an other-than-temporary decline in value. The Company also monitors its investments for events or changes in circumstances that have occurred that may have a significant adverse effect on the fair value of the investment and evaluates qualitative and quantitative factors regarding the severity and duration of the unrealized loss and the Company’s ability to hold the investment until a forecasted recovery occurs to determine if the decline in value of an investment is other-than-temporary. Declines in fair value below the Company’s carrying value deemed to be other-than-temporary are charged to earnings. Additional information concerning the Company’s equity meth od and security investments is included in Note 15.

F-9

The Company accounts for its investments in auction rate securities in accordance with FAS No. 115. Specifically, when the underlying security of an auction rate security has a stated or contractual maturity date in excess of 90 days, regardless of the frequency of the interest rate reset date, the security is classified as an available-for-sale marketable debt security.

Facilities and equipment

Impairment of Long-Lived Assets

The Company reviews and evaluates its long-lived assets for impairment when events or changes in circumstances indicate that the related carrying amounts may not be recoverable. An impairment is considered to exist if the total estimated future cash flows on an undiscounted basis are less than the carrying amount of the assets, including goodwill, if any. An impairment loss is measured and recorded based on discounted estimated future cash flows. Future cash flows are estimated based on quantities of recoverable minerals, expected gold and other commodity prices (considering current and historical prices, price trends and related factors), production levels and operating costs of production and capital, all based on life-of-mine plans. Existing proven and probable reserves and value beyond proven and probable reserves, including mineralization other than proven and probable reserves and other material th at is not part of the measured, indicated or inferred resource base, are included when determining the fair value of mine site reporting units at acquisition and, subsequently, in determining whether the assets are impaired. The term “recoverable minerals” refers to the estimated amount of gold or other commodities that will be obtained after taking into account losses during ore processing and treatment. Estimates of recoverable minerals from such exploration stage mineral interests are risk adjusted based on management’s relative confidence in such materials. In estimating future cash flows, assets are grouped at the lowest level for which there are identifiable cash flows that are largely independent of future cash flows from other asset groups. The Company’s estimates of future cash flows are based on numerous assumptions and it is possible that actual future cash flows will be significantly different than the estimates, as actual future quantities of recoverable minerals, gold and ot her commodity prices, production levels and operating costs of production and capital are each subject to significant risks and uncertainties.

Goodwill

The Company evaluates, on at least an annual basis during the fourth quarter, the carrying amount of goodwill to determine whether current events and circumstances indicate that such carrying amount may no longer be recoverable. To accomplish this, the Company compares the estimated fair value of its reporting units to their carrying amounts. If the carrying value of a reporting unit exceeds its estimated fair value, the Company compares the implied fair value of the reporting unit’s goodwill to its carrying amount, and any excess of the carrying value over the fair value is charged to earnings. The Company’s fair value estimates are based on numerous assumptions and it is possible that actual fair value will be significantly different than the estimates, as actual future quantities of recoverable minerals, gold and other commodity prices, production levels and operating costs of production and capital are each subject to significant risks and uncertainties.

F-10

Stock Based Compensation

The Company has issued and may issue stock in lieu of cash for certain transactions. The fair value of the stock, which is based on comparable cash purchases, third party quotations, or the value of services, whichever is more readily determinable, is used to value the transaction

Use of Estimates

The Company’s Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of the Company’s Consolidated Financial Statements requires the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities and the related disclosure of contingent assets and liabilities at the date of the Consolidated Financial Statements and the reported amounts of revenues and expenses during the reporting period. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances. Accordingly, actual results may differ significantly from these estimates under different assumptions or conditions.

Basic and Diluted Per Common Share

Under Statement of Financial Accounting Standards (“SFAS”) No. 128, “Earnings Per Share,” basic earnings per common share is computed by dividing income available to common stockholders by the weighted average number of common shares assumed to be outstanding during the period of computation. Diluted earnings per share is computed similar to basic earnings per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. Because the Company has incurred net losses, basic and diluted loss per share are the same since additional potential common shares would be anti-dilutive.

Research and Development

The Company expenses research and development costs as incurred.

Significant Recent Accounting Pronouncements

Business Combinations

In December 2007, the FASB issued FASB Statement No. 141(R), “Business Combinations,” which amends SFAS No. 141, and provides revised guidance for recognizing and measuring identifiable assets and goodwill acquired, liabilities assumed, and any noncontrolling interest in the acquiree. It also provides disclosure requirements to enable users of the financial statements to evaluate the nature and financial effects of the business combination. SFAS No. 141(R) is effective for the Company’s fiscal year beginning January 1, 2009 and is to be applied prospectively. The Company is currently evaluating the potential impact of adopting this statement on the Company’s financial position, results of operations or cash flows.

F-11

Accounting for Convertible Debt Instruments

In September 2007, the FASB published Proposed FSP No. APB 14-a, “Accounting for Convertible Debt Instruments That May Be Settled in Cash upon Conversion.” The proposed FSP applies to convertible debt instruments that, by their stated terms, may be settled in cash (or other assets) upon conversion, including partial cash settlement, unless the embedded conversion option is required to be separately accounted for as a derivative under SFAS 133. Convertible debt instruments within the scope of the proposed FSP are not addressed by the existing APB 14. The proposed FSP would require that the liability and equity components of convertible debt instruments within the scope of the proposed FSP shall be separately accounted for in a manner that reflects the entity’s nonconvertible debt borrowing rate. This will require an allocation of the convertible debt proceeds between the liability component a nd the embedded conversion option (i.e., the equity component). The difference between the principal amount of the debt and the amount of the proceeds allocated to the liability component would be reported as a debt discount and subsequently amortized to earnings over the instrument’s expected life using the effective interest method. The Company is currently evaluating the potential impact of adopting this statement on the Company’s financial position, results of operations or cash flows.

Accounting for Income Tax Benefits of Dividends on Share-Based Payment Awards

In June 2007, the EITF reached consensus on Issue No. 06-11, “Accounting for Income Tax Benefits of Dividends on Share-Based Payment Awards.” EITF Issue No. 06-11 requires that the tax benefit related to dividend and dividend equivalents paid on equity-classifed nonvested shares and nonvested share units, which are expected to vest, be recorded as an increase to additional paid-in capital. EITF Issue No. 06-11 is to be applied prospectively for tax benefits on dividends declared in the Company’s fiscal year beginning January 1, 2008. The Company is currently evaluating the impact that the adoption of this statement will have on the Company’s financial position, results of operations or cash flows.

Fair Value Accounting

In February 2007, the FASB issued FASB Statement No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities” (“FAS 159”). FAS 159 permits entities to choose to measure many financial instruments and certain other items at fair value, with the objective of improving financial reporting by mitigating volatility in reported earnings caused by measuring related assets and liabilities differently without having to apply complex hedge accounting provisions. The provisions of FAS 159 are effective for the Company’s fiscal year beginning January 1, 2008. The Company does not expect the adoption of FAS 159 to have a material impact on the Company’s financial results.

In September 2006, the FASB issued FASB Statement No. 157, “Fair Value Measurements” (“FAS 157”). FAS 157 defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosures about fair value measurements. The provisions of FAS 157 are effective for the Company’s fiscal year beginning January 1, 2008. The Company does not expect the adoption of FAS 157 to have a material impact on the Company’s financial results.

F-12

NOTE 3 – PURCHASE OF MINING PROPERTIES

On September 14, 2007, the Company acquired an interest in 174.82 acres of land on War Eagle Mountain in Idaho from two of our major shareholders for a total of 90,000,000 shares of our common stock. We acquired a 100% interest in 103 acres, and a 29.166% interest in 71.82 acres. In addition, we acquired 70 lease claims on War Eagle Mountain from the U.S. Bureau of Land Management, each of which covers approximately 20 acres, or approximately 1,400 acres in total.

An appraisal of the property was performed by an outside expert, who concluded that the properties had a fair market value of $360,000. The appraisal valued the properties based on their recreational value, and did not assess whether there were recoverable minerals on the properties or their probable value.

NOTE 4 – NOTES PAYABLE

On December 31, 2007, the Company was indebted to Pierre Quilliam on a promissory note dated December 31, 2007 in the original principal amount of $81,408. The note provides for a principal payment of $5,698.56 on December 31, 2008, and all remaining principal and accrued interest on December 31, 2009. Interest accrues at a rate of 7% payable annually. Principal and interest due on the note is convertible into common stock at the election of the holder at a conversion price of $0.03 per share.

On December 31, 2007, the Company was indebted to New Vision Financial, Ltd. on a promissory note dated December 31, 2007 in the original principal amount of $7,500, with a principal balance at June 30, 2008 of $2,750. The note provides for a principal payment of $525 on December 31, 2008, and all remaining principal and accrued interest on December 31, 2009. Interest accrues at a rate of 7% payable annually. Principal and interest due on the note is convertible into common stock at the election of the holder at a conversion price of $0.03 per share.

On December 31, 2007, the Company was indebted to New Vision Financial, Ltd. on a promissory note dated December 31, 2007 in the original principal amount of $2,250. The note provides for a principal payment of $157.50 on December 31, 2008, and all remaining principal and accrued interest on December 31, 2009. Interest accrues at a rate of 7% payable annually. Principal and interest due on the note is convertible into common stock at the election of the holder at a conversion price of $0.03 per share.

NOTE 5 - INCOME TAXES

The effective tax rate varies from the maximum federal statutory rate as a result of the following items for the twelve months ended December 31, 2007 and 2006:


	December 31, 2007		December 31, 2006

Tax benefit computed at the maximum federal statutory rate	(34.0	)%	(34.0	)%

State tax rate, net of federal tax benefit	(4.5	)	(4.5	)


Increase in valuation allowance	38.5		38.5

Effective income tax rate	0.0	%	0.0	%

F-13

Deferred income tax assets and the related valuation allowances result principally from the potential tax benefits of net operating loss carryforwards.

The Company has recorded a valuation allowance to reflect the uncertainty of the ultimate utilization of the deferred tax assets as follows:


	December 31, 2007			December 31, 2006

Deferred tax assets	$	1,979,596		$	1,509,616

Less valuation allowance	(1,979,596		)	(1,509,616		)

Net deferred tax assets	$	—		$	—

For financial statement purposes, no tax benefit has been reported as the Company has had significant losses in recent years and realization of the tax benefits is uncertain. Accordingly, a valuation allowance has been established in the full amount of the deferred tax asset.

At December 31, 2007, the Company had net operating loss carryforwards of approximately $5,108,240 which will be available to offset future taxable income. These net operating loss carryforwards expire at various times through 2027. The utilization of the net operating loss carryforwards is dependent upon the Company’s ability to generate sufficient taxable income during the carryforward period.

NOTE 6 - RELATED PARTY TRANSACTIONS

Loans totaling a net of $81,408 were received from Pierre Quilliam, an officer and shareholder, during the three years ended December 31, 2007. Interest of 7% is payable annually beginning January 1, 2008.

Loans totaling a net of $9,750 were received from New Vision, a significant shareholder, during the year ended December 31, 2007. Interest of 7% is payable annually beginning January 1, 2008.

On October 11, 2007, we entered into a lease agreement with Silver Falcon Mining, Inc., under which we leased our owned and leased acreage on War Eagle Mountain, Idaho to Silver Falcon. Silver Falcon is responsible for all mining activities on our land, and we are entitled to lease payments of $1,000,000 per year, payable monthly, a nonaccountable expense reimbursement in the amount of $10,000 for any month in which ore is mined from the property, and a royalty of 15% from any proceeds payable to Silver Falcon by the smelter of ore produced from land. Pierre Quilliam, our chairman and chief executive officer, is also the chairman and chief executive officer of Silver Falcon.

F-14

On December 31, 2007, our board approved a bonus of $625,000 payable to Pierre Quilliam as a result of his efforts to close the purchase of our property on War Eagle Mountain, and the reimbursement of $345,163 in expenses incurred by Mr. Quilliam for travel, entertainment and legal costs incurred in connection with our purchase of the property on War Eagle Mountain.

On January 1, 2008, we entered into consulting agreements with William Martens and Lisa Moon, under which we agreed to issue Mr. Martens and Ms. Moon 250,000 shares of common stock in consideration for up to 200 hours of consulting services for one year. Mr. Martens controlled Laoshan at the time we acquired the property on War Eagle Mountain from Laoshan, and is a significant shareholder of ours as a result of the distribution to him of shares received by Laoshan in the transactions described above. The consulting services are valued at $125 per hour resulting in a value of $25,000or $0.10 per share.

NOTE 7 - COMMITMENTS AND CONTINGENCIES

On September 1, 2006, we entered into an employment agreement with Pierre Quilliam under which we agreed to pay Mr. Quilliam $125,000 per year.

On January 1, 2007, we entered into an employment agreement with Allen Breitkruez under which we agreed to pay Mr. Breitkruz $50,000 per year for three years and $75,000 for two years.

NOTE 8 - CAPITAL STOCK

At December 31, 2007, the Company's authorized capital stock was 200,000,000 shares of Common Stock, par value $0.0001 per share, and 5,000,000 shares of Preferred Stock, par value $0.0001 per share. On that date, the Company had outstanding 177,500,501 shares of Common Stock, and no shares of Preferred Stock.

2007 Transactions: During the year ended December 31, 2007, the Company issued shares of Common Stock in the following transactions:

45,000,000 shares of Common Stock to Bisell Investments, Inc. to acquire its interest in 174.82 acres of property on War Eagle Mountain, Idaho. The shares were valued at the appraised value of the real estate acquired with the shares, or $180,000.

45,000,000 shares of Common Stock to New Vision Financial, Ltd. to acquire its interest in 174.82 acres of property on War Eagle Mountain, Idaho. The shares were valued at the appraised value of the real estate acquired with the shares, or $180,000.

2006 Transactions: During the year ended December 31, 2006, the Company issued shares of Common Stock in the following transactions:

40,000,000 shares of Common Stock to five entities for consulting services. The shares were valued at $0.03 per share, which was the last quoted price for the Common Stock.

As of December 31, 2007, the Company had outstanding a note payable to Pierre Quilliam in the original principal amount of $81,408, and two notes payable to New Vision Financial, Ltd. with an aggregate principal balance of $9,750. All of the notes are convertible into shares of Common Stock at election of the holder at a conversion price of $0.03 per share. At December 31, 2007, an aggregate of 3,038,600 shares of Common Stock were issuable upon conversion of the notes.

F-15

As of December 31, 2007 and 2006, the Company did not have outstanding any options, warrants or securities convertible or exchangeable into common stock, other than as discussed above.

The Company effected a 1 for 10 reverse split of its Common Stock on July 17, 2007. All share amounts are after giving effect to the reverse split.

NOTE 9 – GOING CONCERN

These financial statements have been prepared in accordance with generally accepted accounting principles applicable to a going concern, which contemplates the realization of assets and the satisfaction of liabilities and commitments in the normal course of business. However, the Company has incurred net losses of ($1,220,727) and ($228,095) for the twelve months ended December 31, 2007 and 2006, respectively. The Company has remained in business primarily through the deferral of salaries by management, loans from the Company’s chief executive officer, and loans from a significant shareholder. The Company intends on financing its future development activities from the same sources, until such time that funds provided by operations are sufficient to fund working capital requirements.

These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern for a reasonable period of time.

NOTE 10 – SUBSEQUENT EVENTS

On January 10, 2008, the Company issued 158,333 shares of Common Stock to New Vision Financial, Ltd. in partial satisfaction of $4,750 of notes payable.

On February 11, 2008, the Company issued 232,500 shares of Common Stock to a vendor for $6,975 of website services.

EXHIBIT B

GOLDCORP HOLDINGS CO.

FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED JUNE 30, 2008 AND 2007

G-1

TABLE OF CONTENTS


	PAGE
Balance Sheets as of June 30, 2008 and December 31, 2007	G-3
Statements of Operations for the six months ended June 30, 2008 and 2007	G-4
Statements of Stockholders' Equity for the six months ended June 30, 2008 and 2007	G-5
Statements of Cash Flows for the six months ended June 30, 2008 and 2007	G-6

G-2

GOLDCORP HOLDINGS CO.

BALANCE SHEET

JUNE 30, 2008 AND DECEMBER 31, 2007


ASSETS	JUNE 30, 2008 (UNAUDITED)	DECEMBER 31, 2007 (AUDITED)

Cash and cash equivalents	1,499	256

Mining Properties:	360,000	360,000

Total Assets	361,499	360,256

LIABILITIES AND STOCKHOLDERS’ DEFICIT

Liabilities:
Accounts payable	108,268	72,656
Accrued compensation	929,167	1,186,830
Notes payable	34,532	9,750
Accrued interest	3,024	-
Director's Loan	432,401	81,408
Total liabilities	1,507,392	1,350,644

Stockholders' deficit:
Preferred stock, 5,000,000 shares authorized	-	-
Common stock, par value $0.0001, 1,000,000,000 shares authorized, 177,976,599 and 177,585,766 shares issued and outstanding at June 30, 2008 and December 31, 2007, respectively	17,797	17,759
Additional paid in capital	4,145,349	4,133,662
Accumulated deficit	(5,309,039)	(5,141,809)
Total stockholders' deficit	(1,145,893)	(990,388)

Total Liabilities and Stockholders' Equity	$ 361,499	$ 360,256

See accompanying notes to financial statements

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GOLDCORP HOLDINGS CO.

STATEMENTS OF OPERATIONS

FOR THE SIX MONTHS ENDED JUNE 30, 2008 AND 2007

(UNAUDITED)


	2008	2007

Revenues:	$ -	$ -

Expenses:
Consulting fees	55,203	16,610
Salaries and wages	87,500	87,500
General and administrative	21,503	21,172
Total expenses	164,206	125,282

Loss from operations	(164,206)	(125,282)

Interest expense	(3,024)	-

Net Loss	$ (167,230)	$ (125,282)


Net loss per common share - basic and fully diluted	$ -	$ -

Weighted average number of common shares outstanding	177,781,183	87,500,501

See accompanying notes to financial statements.

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GOLDCORP HOLDINGS CO.

CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE SIX MONTHS ENDED JUNE 30, 2008 AND 2007

(UNAUDITED)


	2008	2007
Cash flows from operating activities:
Net income (loss)	$ (167,230)	$ (125,282)
Adjustments to reconcile net earnings (loss) to net cash (used in) operating activities:
Issuance of common stock for services	6,975	-
Increase (decrease) in operating assets and liabilities:
Accounts payable and accrued expenses	35,612	37,732
Accrued payroll and payroll liabilities	87,500	87,500
Accrued interest	3,024	-
Net cash (used in) operating activities	(34,119)	(50)

Cash flows from financing activities:
Proceeds from note payable	29,532	-
Proceeds from Director's loan	5,830	50
Net cash provided by financing activities	35,362	50

Net increase (decrease) in cash and cash equivalents	1,243	-
Cash and equivalents at beginning of period	256	-
Cash and equivalents at end of period	$ 1,499	$ -


	2008	2007
SUPPLEMENTARY DISCLOSURE OF NONCASH TRANSACTIONS

Shares issued for repayment of notes payable	$ 4,750	$ -

See accompanying notes to financial statements

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GOLDCORP HOLDINGS CO.

NOTES TO FINANCIAL STATEMENTS

JUNE 30, 2008

(UNAUDITED)

NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS

The Company owns land and lease claims on War Eagle Mountain in the state of Idaho. The Company has entered into a lease agreement with Silver Falcon Mining, Inc. (“Silver Falcon”) under which Silver Falcon is entitled to mine the land and the Company is entitled to a 15% royalty on all minerals extracted by Silver Falcon.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Revenue Recognition

Cash and Cash Equivalents

Investments

G-6

Facilities and equipment

Impairment of Long-Lived Assets

The Company reviews and evaluates its long-lived assets for impairment when events or changes in circumstances indicate that the related carrying amounts may not be recoverable. An impairment is considered to exist if the total estimated future cash flows on an undiscounted basis are less than the carrying amount of the assets, including goodwill, if any. An impairment loss is measured and recorded based on discounted estimated future cash flows. Future cash flows are estimated based on quantities of recoverable minerals, expected gold and other commodity prices (considering current and historical prices, price trends and related factors), production levels and operating costs of production and capital, all based on life-of-mine plans. Existing proven and probable reserves and value beyond proven and probable reserves, including mineralization other than proven and probable reserves and other material that is not pa rt of the measured, indicated or inferred resource base, are included when determining the fair value of mine site reporting units at acquisition and, subsequently, in determining whether the assets are impaired. The term “recoverable minerals” refers to the estimated amount of gold or other commodities that will be obtained after taking into account losses during ore processing and treatment. Estimates of recoverable minerals from such exploration stage mineral interests are risk adjusted based on management’s relative confidence in such materials. In estimating future cash flows, assets are grouped at the lowest level for which there are identifiable cash flows that are largely independent of future cash flows from other asset groups. The Company’s estimates of future cash flows are based on numerous assumptions and it is possible that actual future cash flows will be significantly different than the estimates, as actual future quantities of recoverable minerals, gold and other commodit y prices, production levels and operating costs of production and capital are each subject to significant risks and uncertainties.

Goodwill

G-7

Stock Based Compensation

Use of Estimates

Basic and Diluted Per Common Share

Under Statement of Financial Accounting Standards (“SFAS”) No. 128, “Earnings Per Share,” basic earnings per common share is computed by dividing income available to common stockholders by the weighted average number of common shares assumed to be outstanding during the period of computation. Diluted earnings per share is computed similar to basic earnings per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. Because the Company has incurred net losses, basic and diluted loss per share are the same since additional potential common shares would be anti-dilutive.

Research and Development

The Company expenses research and development costs as incurred.

Significant Recent Accounting Pronouncements

Business Combinations

G-8

Accounting for Convertible Debt Instruments

Accounting for Income Tax Benefits of Dividends on Share-Based Payment Awards

Fair Value Accounting

G-9

NOTE 3 – NOTES PAYABLE

On June 30, 2008, the Company was indebted to Pierre Quilliam on a promissory note dated December 31, 2007 in the original principal amount of $81,408. The note provides for a principal payment of $5,698.56 on December 31, 2008, and all remaining principal and accrued interest on December 31, 2009. Interest accrues at a rate of 7% payable annually. Principal and interest due on the note is convertible into common stock at the election of the holder at a conversion price of $0.03 per share.

On June 30, 2008, the Company was indebted to Pierre Quilliam on a promissory note dated June 30, 2008 in the original principal amount of $5,830. The note provides for a principal payment of $408.10 on June 30, 2009, and all remaining principal and accrued interest on June 30, 2010. Interest accrues at a rate of 7% payable annually. Principal and interest due on the note is convertible into common stock at the election of the holder at a conversion price of $0.03 per share.

On June 30, 2008, the Company was indebted to New Vision Financial, Ltd. on a promissory note dated December 31, 2007 in the original principal amount of $7,500, with a principal balance at June 30, 2008 of $2,750. The note provides for a principal payment of $525 on December 31, 2008, and all remaining principal and accrued interest on December 31, 2009. Interest accrues at a rate of 7% payable annually. However, the Company repaid a portion of the note in January 2008 when it issued the lender 158,333 shares of Common Stock. Principal and interest due on the note is convertible into common stock at the election of the holder at a conversion price of $0.03 per share.

On June 30, 2008, the Company was indebted to New Vision Financial, Ltd. on a promissory note dated December 31, 2007 in the original principal amount of $2,250. The note provides for a principal payment of $157.50 on December 31, 2008, and all remaining principal and accrued interest on December 31, 2009. Interest accrues at a rate of 7% payable annually. Principal and interest due on the note is convertible into common stock at the election of the holder at a conversion price of $0.03 per share.

On June 30, 2008, the Company was indebted to New Vision Financial, Ltd. on a promissory note dated June 30, 2008 in the original principal amount of $29,532. The note provides for a principal payment of $2,067.24 on June 30, 2009, and all remaining principal and accrued interest on December 31, 2010. Interest accrues at a rate of 7% payable annually. Principal and interest due on the note is convertible into common stock at the election of the holder at a conversion price of $0.03 per share.

NOTE 4 - RELATED PARTY TRANSACTIONS

Loans totaling a net of $5,830 were received from Pierre Quilliam, an officer and shareholder, during the six months ended June 30, 2008. See “Note 3 – Notes Payable.”

Loans totaling a net of $29,532 were received from New Vision Financial, Ltd., a significant shareholder, during the six months ended June 30, 2008. Interest accrues at a rate of 7% payable annually. See “Note 3 – Notes Payable.”

G-10

On January 10, 2008, the Company issued 158,333 shares of common stock to New Vision Financial, Ltd. in satisfaction of $4,750 of indebtedness to New Vision Financial, Ltd. under a note dated December 31, 2007 in the original principal amount of $7,500. The shares were valued at $0.03 per share, which as the last trading price of the Company’s Common Stock.

NOTE 5 - COMMITMENTS AND CONTINGENCIES

On September 1, 2006, we entered into an employment agreement with Pierre Quilliam under which we agreed to pay Mr. Quilliam $125,000 per year.

On January 1, 2007, we entered into an employment agreement with Allen Breitkruez under which we agreed to pay Mr. Breitkruz $50,000 per year for three years and $75,000 for two years.

NOTE 6 - CAPITAL STOCK

At June 30, 2008, the Company's authorized capital stock was 200,000,000 shares of Common Stock, par value $0.0001 per share, and 5,000,000 shares of Preferred Stock, par value $0.0001 per share. On that date, the Company had outstanding 177,976,599 shares of Common Stock, and no shares of Preferred Stock.

During the six months ended June 30, 2008, the Company issued shares of Common Stock in the following transactions:

On January 10, 2008, the Company issued 158,333 shares of common stock to New Vision Financial, Ltd. in satisfaction of $4,750 of indebtedness to New Vision Financial, Ltd. The shares were valued at $0.03 per share, which as the last trading price of the Company’s Common Stock.

On February 11, 2008, the Company issued 232,500 shares to Q-Prompt for website services valued at $6,975. The shares were valued at $0.03 per share, which as the last trading price of the Company’s Common Stock.

As of June 30, 2008, the Company had outstanding a two notes payable to Pierre Quilliam with an aggregate principal balance of $87,238, and three notes payable to New Vision Financial, Ltd. with an aggregate principal balance of $34,532. Principal and interest due on the notes is convertible into shares of Common Stock at election of the holder at a conversion price of $0.03 per share. At June 30, 2008, an aggregate of 4,159,809 shares of Common Stock were issuable upon conversion of the notes.

As of June 30, 2008, the Company did not have outstanding any options, warrants or securities convertible or exchangeable into common stock, other than as discussed above.

G-11

NOTE 7 – GOING CONCERN

These financial statements have been prepared in accordance with generally accepted accounting principles applicable to a going concern, which contemplates the realization of assets and the satisfaction of liabilities and commitments in the normal course of business. However, the Company has incurred a net loss of ($167,230) for the six months ended June 30, 2008. The Company has remained in business primarily through the deferral of salaries by management, loans from the Company’s chief executive officer, and loans from a significant shareholder. The Company intends on financing its future development activities from the same sources, until such time that funds provided by operations are sufficient to fund working capital requirements.

These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern for a reasonable period of time.

NOTE 8 – SUBSEQUENT EVENTS

The Company decided not to renew 26 out of 70 leases on War Eagle Mountain after it concluded that the leases were not needed to mine the area.

G-12

EX-3.1 2 ex31.htm CERTIFICATE OF INCORPORATION EX3.1

Exhibit 3.1

AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION

GOLDCORP HOLDINGS CO.

GOLDCORP HOLDINGS CO. a corporation organized and existing under the General Corporation Law of the State of Delaware (the "Corporation"), does hereby certify as follows:

1. That the name of the corporation is Goldcorp Holdings Co. and that the name the corporation under which the corporation was originally known was Montrose Ventures Inc. and that it filed its original Certificate of Incorporation with the Secretary of State of the State of Delaware on May 25, 1989. The Certificate of Incorporation was amended and restated on April 23, 1996 changing the name of the Corporation to Java Group Inc., was further amended and restated on September 1, 2004 changing the name of the Corporation to Consolidated General Corporation and was further amended and restated on August 7, 2007 changing the name of the Corporation to Goldcorp Holdings Co.

2. By the written action of all of the directors in lieu of a meeting, a resolution was duly adopted, pursuant to Sections 141(f), 242 and 245 of the General Corporation Law of the State of Delaware, setting forth this Amended and Restated Certificate of Incorporation. The stockholders of the Corporation duly approved said proposed Amended and Restated Certificate of Incorporation by written consent in accordance with Sections 228, 242 and 245 of the General Corporation Law of the State of Delaware and written notice of such consent has been given to all stockholders who have not consented in writing to said restatement. The resolution setting forth the Amended and Restated Certificate of Incorporation is as follows:

RESOLVED: That the Certificate of Incorporation of the Corporation, as amended, be, and it hereby is, amended and restated in its entirety to read as follows:

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AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION

GOLDCORP HOLDINGS CO.

FIRST. The name of the Corporation is GoldCorp Holdings Co.

SECOND. The Corporation's registered agent in the State of Delaware is Corporation USA. The address of its registered office at such address is 341 Raven Circle., Wyoming, Delaware 19934.

THIRD. The nature of the business or purposes to be conducted or promoted by the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.

FOURTH: The total number of shares of all classes of stock, which the Corporation shall have authority to issue, is 205,000,000 shares, consisting of (i) 200,000,000 shares of Common Stock, $.0001 par value per share ("Common Stock"), and (ii) 5,000,000 shares of Preferred Stock, $.0001 par value per share ("Preferred Stock").

The following is a statement of the designations and the powers, privileges and rights, and the qualifications, limitations or restrictions thereof in respect of each class of capital stock of the Corporation.

A. COMMON STOCK.

1. Rights. The dividend and liquidation rights of the holders of the Common Stock are subject to and qualified by the rights of the holders of the Preferred Stock of any series as may be designated by the Board of Directors upon any issuance of the Preferred Stock of any series.

2. Voting.

(a) General. The holders of Common Stock shall vote as a single class on all matters to which the holders of Common Stock are entitled to vote, except as may be required by Delaware law or as otherwise expressly specified in this Certificate of Incorporation. Each share of Common Stock shall be entitled to one vote.

(b) Election of Directors. With regard to the election of directors, the holders of Common Stock shall be entitled to elect all of the Corporation's directors. In the event of any increase or decrease in the authorized number of directors, each director then serving as such shall nevertheless continue as a director until the expiration of his current term, or his earlier resignation, removal from office or death.

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(c) Cumulative Voting. The holders of Common Stock shall be entitled at all elections of directors to as many votes as shall equal the number of votes which (except for this provision as to cumulative voting) such holder would be entitled to cast for the election of directors with respect to such holder's shares of stock multiplied by the number of directors to be elected, and such holder may cast all of such votes for a single director or may distribute them among the number to be voted for, or for any two or more of them, as such holder may see fit.

(d) Authorized Shares. The number of authorized shares of Common Stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority of the stock of the

Corporation entitled to vote, irrespective of the provisions of Section 242(b)(2) of the General Corporation Law of Delaware.

3. Dividends and Distributions. Dividends and other distributions may be declared and paid on Common Stock from funds lawfully available therefore as and when determined by the Board of Directors and subject to any preferential dividend rights of any then-outstanding Preferred Stock. The Corporation may not make any dividend or distribution with respect to any share or sub-class of Common Stock unless at the same time the Corporation makes a ratable dividend or distribution with respect to each outstanding share of Common Stock, regardless of sub-class.

4. Reclassifications. The shares of Common Stock may be subdivided, consolidated, reclassified or otherwise changed by the affirmative vote of a majority of the Corporation’s Board of Directors.

5. Liquidation. Upon the dissolution or liquidation of the Corporation, whether voluntary or involuntary, the holders of Common Stock will be entitled to receive all assets of the Corporation available for distribution to its stockholders, subject to any preferential rights of any then outstanding Preferred Stock.

6. Merger. Upon the merger or consolidation of the Corporation (whether or not the Corporation is the surviving entity), the holders of shares of Common Stock will be entitled to receive equal per share payments or distributions, except that in any transaction in which shares of capital stock are distributed to the holders of Common Stock.

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B. PREFERRED STOCK.

Preferred Stock may be issued from time to time in one or more series, each of such series to have such terms as stated or expressed herein and in the resolution or resolutions providing for the issue of such series adopted by the Board of Directors of the Corporation as hereinafter provided. Any shares of Preferred Stock which may be redeemed, purchased or acquired by the Corporation may be reissued except as otherwise provided by law. Different series of Preferred Stock shall not be construed to constitute different classes of shares for the purposes of voting by classes unless expressly provided.

Authority is hereby expressly granted to the Board of Directors from time to time to issue Preferred Stock in one or more series, and in connection with the creation of any such series, by resolution or resolutions providing for the issue of the shares thereof, to determine and fix such voting powers, full or limited, or no voting powers, and such designations, preferences and relative participating, optional or other special rights, and qualifications, limitations or restrictions thereof, including without limitation thereof, dividend rights, conversion rights, redemption privileges and liquidation preferences, as shall be stated and expressed in such resolutions, all to the full extent now or hereafter permitted by the General Corporation Law of Delaware. Without limiting the generality of the foregoing, the resolutions providing for issuance of any series of Preferred Stock may provi de that such series shall be superior or rank equally or be junior to the Preferred Stock of any other series to the extent permitted by law. Except as otherwise provided in this Certificate of Incorporation, no vote of the holders of Preferred Stock or Common Stock shall be a prerequisite to the designation or issuance of any shares of any series of Preferred Stock authorized by and complying with the conditions of this Amended and Restated Certificate of Incorporation, the right to have such vote being expressly waived by all present and future holders of the capital stock of the Corporation.

FIFTH. The Corporation shall have a perpetual existence.

SIXTH. In furtherance of and not in limitation of powers conferred by statute, it is further provided:

1. Election of directors need not be by written ballot except as and to the extent provided in the By-Laws of the Corporation.

2. Subject to the provisions of this Amended and Restated Certificate of Incorporation and the By-Laws of the Corporation, the Board of Directors is expressly authorized to adopt, amend or repeal the By-Laws of the Corporation.

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SEVENTH. Whenever a compromise or arrangement is proposed between the Corporation and its creditors or any class of them and/or between the Corporation and its stockholders or any class of them, any court of equitable jurisdiction within the State of Delaware may, on the application of the Corporation or of any creditor or stockholder thereof, or on the application of any receiver or receivers appointed for the Corporation under the provisions of Section 291 of Title 8 of the Delaware Code or on the application of trustees in dissolution or of any receiver or receivers appointed for the Corporation under the provisions of Section 279 of Title 8 of the Delaware Code, order a meeting of the creditors or class of creditors, and/or of the stockholders or class of stockholders of the Corporation, as the case may be, to be summoned in such manner as the said court directs. If a majorit y in number representing three-fourths in value of the creditors or class of creditors, and/or of the stockholders or class of stockholders of the Corporation, as the case may be, agree to any compromise or arrangement and to any reorganization of the Corporation as consequence of such compromise or arrangement, such compromise or arrangement and such reorganization shall, if sanctioned by the court to which the such application has been made, be binding on all the creditors or class of creditors, and/or on all the stockholders or class of stockholders, of the Corporation, as the case may be, and also on the Corporation.

EIGHTH. Except to the extent that the General Corporation Law of Delaware prohibits the elimination or limitation of liability of directors for breaches of fiduciary duty, no director of the Corporation shall be personally liable to the Corporation or its stockholders for monetary damages for any breach of fiduciary duty as a director, notwithstanding any provision of law imposing such liability. No amendment to or repeal of this provision shall apply to or have any effect on the liability or alleged liability of any director of the Corporation for or with respect to any acts or omissions of such director occurring prior to such amendment.

NINTH. 1. Actions, Suits and Proceedings Other than by or in the Right of the Corporation. The Corporation shall indemnify each person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation), by reason of the fact that he is or was, or has agreed to become, a director or officer of the Corporation, or is or was serving, or has agreed to serve, at the request of the Corporation, as a director, officer or trustee of, or in a similar capacity with, another corporation, partnership, joint venture, trust or other enterprise (including any employee benefit plan) (all such persons being referred to hereafter as an "Indemnitee"), or by reason of any action alleged to have b een taken or omitted in such capacity, against all expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him or on his behalf in connection with such action, suit or proceeding and any appeal therefrom, if he acted in good faith and in a manner he reasonably believed to be in, or not opposed to, the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in, or not opposed to, the best interests of the Corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful. Notwithstanding anything t o the contrary in this Article, except as set forth in Section 7 of this Article, the Corporation shall not indemnify an Indemnitee seeking indemnification in connection with a proceeding (or part thereof) initiated by the Indemnitee unless the initiation thereof was approved by the Board of Directors of the Corporation. Notwithstanding anything to the contrary in this Article, the Corporation shall not indemnify an Indemnitee to the extent such Indemnitee is reimbursed from the proceeds of insurance, and in the event the Corporation makes any indemnification payments to an Indemnitee and such Indemnitee is subsequently reimbursed from the proceeds of insurance, such Indemnitee shall promptly refund such indemnification payments to the Corporation to the extent of such insurance reimbursement.

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2. Actions or Suits by or in the Right of the Corporation. The Corporation shall indemnify any Indemnitee who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that he is or was, or has agreed to become, a director or officer of the Corporation, or is or was serving, or has agreed to serve, at the request of the Corporation, as a director, officer or trustee of, or in a similar capacity with, another corporation, partnership, joint venture, trust or other enterprise (including any employee benefit plan), or by reason of any action alleged to have been taken or omitted in such capacity, against all expenses (including attorneys' fees) and, to the extent permitted by law, amounts paid in settlement actually and reasonably incurred by him or on his behalf in connection with such action, suit or proceeding and any appeal therefrom, if he acted in good faith and in a manner he reasonably believed to be in, or not opposed to, the best interests of the Corporation, except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the Corporation unless and only to the extent that the Court of Chancery of Delaware shall determine upon application that, despite the adjudication of such liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses (including attorneys' fees) which the Court of Chancery of Delaware shall deem proper.

3. Indemnification for Expenses of a Successful Party. Notwithstanding the other provisions of this Article, to the extent that an Indemnitee has been successful, on the merits or otherwise, in defense of any action, suit or proceeding referred to in Sections 1 and 2 of this Article, or in defense of any claim, issue or matter therein, or on appeal from any such action, suit or proceeding, he shall be indemnified against all expenses (including attorneys' fees) actually and reasonably incurred by him or on his behalf in connection therewith. Without limiting the foregoing, if any action, suit or proceeding is disposed of, on the merits or otherwise (including a disposition without prejudice), without (i) the disposition being adverse to the Indemnitee, (ii) an adjudication that the Indemnitee was liable to the Corporation, (iii) a plea of guilty or nolo contendere by the I ndemnitee, (iv) an adjudication that the Indemnitee did not act in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation and (v) with respect to any criminal proceeding, an adjudication that the Indemnitee had reasonable cause to believe his conduct was unlawful, the Indemnitee shall be considered for the purposes hereof to have been wholly successful with respect thereto.

4. Notification and Defense of Claim. As a condition precedent to his right to be indemnified, the Indemnitee must notify the Corporation in writing as soon as practicable of any action, suit, proceeding or investigation involving him for which indemnity will or could be sought. With respect to any action, suit, proceeding or investigation of which the Corporation is so notified, the Corporation will be entitled to participate therein at its own expense and/or to assume the defense thereof at its own expense, with legal counsel reasonably acceptable to the Indemnitee. After notice from the Corporation to the Indemnitee of its election so to assume such defense, the Corporation shall not be liable to the Indemnitee for any legal or other expenses subsequently incurred by the Indemnitee in connection with such claim, other than as provided below in this Section 4. The Indemnitee sh all have the right to employ his own counsel in connection with such claim, but the fees and expenses of such counsel incurred after notice from the Corporation of its assumption of the defense thereof shall be at the expense of the Indemnitee unless (i) the employment of counsel by the Indemnitee has been authorized by the Corporation, (ii) counsel to the Indemnitee shall have reasonably concluded that there may be a conflict of interest or position on any significant issue between the Corporation and the Indemnitee in the conduct of the defense of such action or (iii) the Corporation shall not in fact have employed counsel to assume the defense of such action, in each of which cases the fees and expenses of counsel for the Indemnitee shall be at the expense of the Corporation, except as otherwise expressly provided by this Article. The Corporation shall not be entitled, without the consent of the Indemnitee, to assume the defense of any claim brought by or in the right of the Corporation or as to which cou nsel for the Indemnitee shall have reasonably made the conclusion provided for in clause (ii) above.

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5. Advance of Expenses. Subject to the provisions of Section 6 of this Article, in the event that the Corporation does not assume the defense pursuant to Section 4 of this Article of any action, suit, proceeding or investigation of which the Corporation receives notice under this Article, any expenses (including attorneys' fees) incurred by an Indemnitee in defending a civil or criminal action, suit, proceeding or investigation or any appeal therefrom shall be paid by the Corporation in advance of the final disposition of such matter; provided, however, that the payment of such expenses incurred by an Indemnitee in advance of the final disposition of such matter shall be made only upon receipt of an undertaking by or on behalf of the Indemnitee to repay all amounts so advanced in the event that it shall ultimately be determined that the Indemnitee is not entitled to be indemnifie d by the Corporation as authorized in this Article. Such undertaking shall be accepted without reference to the financial ability of the Indemnitee to make such repayment.

6. Procedure for Indemnification. In order to obtain indemnification or advancement of expenses pursuant to Sections 1, 2, 3 or 5 of this Article, the Indemnitee shall submit to the Corporation a written request, including in such request such documentation and information as is reasonably available to the Indemnitee and is reasonably necessary to determine whether and to what extent the Indemnitee is entitled to indemnification or advancement of expenses. Any such indemnification or advancement of expenses shall be made promptly, and in any event within 60 days after receipt by the Corporation of the written request of the Indemnitee, unless with respect to requests under Sections 1, 2 or 5 the Corporation determines within such 60-day period that the Indemnitee did not meet the applicable standard of conduct set forth in Sections 1 or 2, as the case may be. Such determina tion shall be made in each instance by (a) a majority vote of the directors of the Corporation consisting of persons who are not at that time parties to the action, suit or proceeding in question ("disinterested directors"), whether or not a quorum, (b) a majority vote of a committee of disinterested directors designated by majority vote of disinterested directors, whether or not a quorum, (c) a majority vote of a quorum of the outstanding shares of stock of all classes entitled to vote for directors, voting as a single class, which quorum shall consist of stockholders who are not at that time parties to the action, suit or proceeding in question, (d) independent legal counsel (who may, to the extent permitted by law, be regular legal counsel to the Corporation) or (e) a court of competent jurisdiction.

7. Remedies. The right to indemnification or advances as granted by this Article shall be enforceable by the Indemnitee in any court of competent jurisdiction if the Corporation denies such request, in whole or in part, or if no disposition thereof is made within the 60-day period referred to above in Section 6 of this Article. Unless otherwise required by law, the burden of proving that the Indemnitee is not entitled to indemnification or advancement of expenses under this Article shall be on the Corporation. Neither the failure of the Corporation to have made a determination prior to the commencement of such action that indemnification is proper in the circumstances because the Indemnitee has met the applicable standard of conduct, nor an actual determination by the Corporation pursuant to Section 6 of this Article that the Indemnitee has not met such applicable standard of con duct, shall be a defense to the action or create a presumption that the Indemnitee has not met the applicable standard of conduct. The Indemnitee's expenses (including attorneys' fees) incurred in connection with successfully establishing his right to indemnification, in whole or in part, in any such proceeding shall also be indemnified by the Corporation.

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8. Subsequent Amendment. No amendment, termination or repeal of this Article or of the relevant provisions of the General Corporation Law of Delaware or any other applicable laws shall affect or diminish in any way the rights of any Indemnitee to indemnification under the provisions hereof with respect to any action, suit, proceeding or investigation arising out of or relating to any actions, transactions or facts occurring prior to the final adoption of such amendment, termination or repeal.

9. Other Rights. The indemnification and advancement of expenses provided by this Article shall not be deemed exclusive of any other rights to which an Indemnitee seeking indemnification or advancement of expenses may be entitled under any law (common or statutory), agreement or vote of stockholders or disinterested directors or otherwise, both as to action in his official capacity and as to action in any other capacity while holding office for the Corporation, and shall continue as to an Indemnitee who has ceased to be a director or officer, and shall inure to the benefit of the estate, heirs, executors and administrators of the Indemnitee. Nothing contained in this Article shall be deemed to prohibit, and the Corporation is specifically authorized to enter into, agreements with officers and directors providing indemnification rights and procedures different from those set forth in this Article. In addition, the Corporation may, to the extent authorized from time to time by its Board of Directors, grant indemnification rights to other employees or agents of the Corporation or other persons serving the Corporation and such rights may be equivalent to, or greater or less than, those set forth in this Article.

10. Partial Indemnification. If an Indemnitee is entitled under any provision of this Article to indemnification by the Corporation for some or a portion of the expenses (including attorneys' fees), judgments, fines or amounts paid in settlement actually and reasonably incurred by him or on his behalf in connection with any action, suit, proceeding or investigation and any appeal therefrom but not, however, for the total amount thereof, the Corporation shall nevertheless indemnify the Indemnitee for the portion of such expenses (including attorneys' fees), judgments, fines or amounts paid in settlement to which the Indemnitee is entitled.

11. Insurance. The Corporation may purchase and maintain insurance, at its expense, to protect itself and any director, officer, employee or agent of the Corporation or another corporation, partnership, joint venture, trust or other enterprise (including any employee benefit plan) against any expense, liability or loss incurred by him in any such capacity, or arising out of his status as such, whether or not the Corporation would have the power to indemnify such person against such expense, liability or loss under the General Corporation Law of Delaware.

12. Merger or Consolidation. If the Corporation is merged into or consolidated with another corporation and the Corporation is not the surviving corporation, the surviving corporation shall assume the obligations of the Corporation under this Article with respect to any action, suit, proceeding or investigation arising out of or relating to any actions, transactions or facts occurring prior to the date of such merger or consolidation.

13. Savings Clause. If this Article or any portion hereof shall be invalidated on any ground by any court of competent jurisdiction, then the Corporation shall nevertheless indemnify each Indemnitee as to any expenses (including attorneys' fees), judgments, fines and amounts paid in settlement in connection with any action, suit, proceeding or investigation, whether civil, criminal or administrative, including an action by or in the right of the Corporation, to the fullest extent permitted by any applicable portion of this Article that shall not have been invalidated and to the fullest extent permitted by applicable law.

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14. Definitions. Terms used herein and defined in Section 145(h) and Section 145(i) of the General Corporation Law of Delaware shall have the respective meanings assigned to such terms in such Section 145(h) and Section 145(i).

15. Subsequent Legislation. If the General Corporation Law of Delaware is amended after adoption of this Article to expand further the indemnification permitted to Indemnitees, then the Corporation shall indemnify such persons to the fullest extent permitted by the General Corporation Law of Delaware, as so amended.

TENTH. The Corporation reserves the right to amend, alter, change or repeal any provision contained in this Amended and Restated Certificate of Incorporation, in the manner now or hereafter prescribed by statute and this Amended and Restated Certificate of Incorporation, and all rights conferred upon stockholders herein are granted subject to this reservation.

ELEVENTH. This Article is inserted for the management of the business and for the conduct of the affairs of the Corporation.

1. Number of Directors. The number of directors shall be determined as provided in the By-Laws of the Corporation.

2. Removal. Directors of the Corporation may be removed only for cause and only by the affirmative vote of the holders of at least 80% of the outstanding shares of Common Stock.

3. Vacancies. Any vacancy in the Board of Directors, however occurring, including a vacancy resulting from an enlargement of the board, shall be filled only by a vote of a majority of the directors then in office, although less than a quorum, or by a sole remaining director. A director elected to fill a vacancy shall be elected to hold office until the next election of the class for which such director shall have been chosen, subject to the election and qualification of his successor and to his earlier death, resignation or removal.

4. Stockholder Nominations and Introduction of Business, Etc. Advance notice of stockholder nominations for election of directors and other business to be brought by stockholders before a meeting of stockholders shall be given in the manner provided by the By-Laws of the Corporation.

5. Amendments to Articles of Incorporation. Notwithstanding any other provisions of law, this Amended and Restated Certificate of Incorporation or the By-Laws of the Corporation, and notwithstanding the fact that a lesser percentage may be specified by law, the affirmative vote of the holders of at least 51% of the issued and outstanding Common Stock shall be required to amend, repeal, or to adopt any provision inconsistent with, Section A of Article FOURTH, this Article ELEVENTH, Article THIRTEENTH or Article FOURTEENTH.

TWELFTH. The holders of the capital stock of the Corporation shall have no preemptive rights to subscribe for any shares of any class of stock of the Corporation whether now or hereafter authorized.

THIRTEENTH. Special meetings of stockholders may be called at any time by only the Chairman of the Board of Directors, the President or the Board of Directors. Business transacted at any special meeting of stockholders shall be limited to matters relating to the purpose or purposes stated in the notice of meeting.

FOURTEENTH. The holders of Common Stock may not take any action by written consent in lieu of a meeting.

IN WITNESS WHEREOF, the Corporation has caused its corporate seal to be affixed hereto and this Amended and Restated Certificate of Incorporation to be signed by its Secretary this 13th day of August 2007.

GoldCorp Holdings Co.

By: ____________________

Pierre Quilliam, Secretary

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EX-3.2 3 ex32.htm BY-LAWS EX3.2

Exhibit 3.2

BYLAWS OF GOLDCORP HOLDINGS CO.

ARTICLE I

CORPORATE OFFICES

1.1 Registered Office.

The registered office of the corporation shall be at 341 Raven Crescent, Wyoming, DE 19934. The Registered Agent in charge thereof is Corp USA.

1.2 Other Offices.

The board of directors may at any time establish other offices at any place or places where the corporation is qualified to do business.

ARTICLE II

MEETINGS OF STOCKHOLDERS

2.1 Place of Meetings.

Meetings of stockholders shall be held at any place, within or outside the State of Delaware, designated by the Board of Directors. In the absence of any such designation, stockholders' meetings shall be held at the registered office of the corporation.

2.2 Annual Meeting.

The annual meeting of stockholders shall be held each year on a date and at a time designated by the board of directors. At the meeting, directors shall be elected and any other proper business may be transacted.

2.3 Special Meeting.

A special meeting of the stockholders may be called at any time by the board of directors, or by the chairman of the board, or by the chief executive officer or the president or vice president of the corporation.

2.4 Notice of Stockholders' Meetings.

All notices of meetings with stockholders shall be in writing and shall be sent or otherwise given in accordance with Section 2.7 of these bylaws not less than ten (10) nor more than sixty (60) days before the date of the meeting to each stockholder entitled to vote at such meeting. The notice shall specify the place, date, and hour of the meeting, and, in the case of a special meeting, the purpose or purposes for which the meeting is called.

2.5 Advance Notice of Stockholder Nominees.

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Only persons who are nominated in accordance with the procedures set forth in this Section 2.5 shall be eligible for election as directors. Nominations of persons for election to the board of directors of the corporation may be made at a meeting of stockholders by or at the direction of the board of directors or by any stockholder of the corporation entitled to vote for the election of directors at the meeting who complies with the notice procedures set forth in this Section 2.5. Such nominations, other than those made by or at the direction of the board of directors, shall be made pursuant to timely notice in writing to the secretary of the corporation.

To be timely, a stockholder's notice shall be delivered to or mailed and received at the principal executive offices of the corporation (a) in the case of an annual meeting, not less than sixty (60) days nor more than ninety (90) days prior to the first anniversary of the preceding year's annual meeting; provided, however, that in the event that the date of the annual meeting is changed by more than thirty (30) days from such anniversary date, notice by the stockholders to be timely must be so received not later than the close of business on the tenth (10th) day following the earlier of the day on which such notice of the date of the meeting was mailed or public disclosure was made and (b) in the case of a special meeting at which directors are to be elected, not later than the close of business on the tenth (10th) day following the earlier of the day on which notice of the date of the meeting was mailed or public disclosure was made. Such stockholder's notice shall set forth (a) as to each person whom the stockholder proposes to nominate for election or reelection as a director, (i) the name, age, business address and residence address of such person, (ii) the principal occupation or employment of such person, (iii) the class and number of shares of the corporation which are beneficially owned by such person and (iv) any other information relating to such person that is required to be disclosed in solicitations of proxies for election of directors, or is otherwise required, in each case pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended (including, without limitation, such person's written consent to being named in the proxy statement as a nominee and to serving as a director if elected, and (b) as to the stockholder giving the notice, (i) the name and address, as they appear on the corporation's books, of such stockholder, and (ii) the class and number of shares of the corporation which are bene ficially owned by such stockholder and also which are owned of record by such stockholder.

At the request of the board of directors, any person nominated by the board of directors for election as a director shall furnish to the secretary of the corporation that information required to be set forth in a stockholder's notice of nomination which pertains to the nominee. No person shall be eligible for election as a director of the corporation unless nominated in accordance with the procedures set forth in this Section 2.5. The chairman of the meeting shall, if the facts warrant, determine and declare to the meeting that a nomination was not made in accordance with the procedures prescribed by the bylaws, and, if he or she should so determine, he or she shall so declare to the meeting and the defective nomination shall be disregarded. Notwithstanding the foregoing provisions of this Bylaw, a stockholder shall also comply with all applicable requirements of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder with respect to the matters set forth in this Bylaw.

2.6 Advance Notice of Stockholder Business.

At an annual meeting of the stockholders, only such business shall be conducted as shall have been properly brought before the annual meeting. To be properly brought before an annualmeeting, business must be (a) pursuant to the corporation's notice of meeting (or any supplement thereto), (b) by or at the direction of the board of directors or (c) by any stockholder of the corporation who is a stockholder of record at the time of giving of the notice provided for in this Section 2.6, who shall be entitled to vote at such meeting and who complies with the notice procedures set forth in this Section 2.6.

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Business to be brought before an annual meeting by a stockholder shall not be considered properly brought if the stockholder has not given timely notice thereof in writing to the secretary of the corporation. To be timely, a stockholder's notice must be delivered to or mailed and received at the principal executive offices of the corporation not less than sixty (60) nor more than ninety (90) days prior to the first anniversary of the preceding year's annual meeting; provided, however, that in the event that the date of the meeting is changed by more than thirty (30) days from such anniversary date, notice by the stockholder to be timely must be so received not later than the close of business on the tenth (10th) day following the earlier of the day on which such notice of the date of the meeting was mailed or such public disclosure was made. A stockholder's notice to the secretary shall set forth as to each matter the stockholder proposes to bring before the meeting: (i) a brief description of the business desired to be brought before the meeting and the reasons for conducting such business at the meeting, (ii) the name and address, as they appear on the corporation's books, of the stockholder proposing such business, and the name and address of the beneficial owner, if any, on whose behalf the proposal is made, (iii) the class and number of shares of the corporation, which are owned by the stockholder of record and by the beneficial owner, if any, on whose behalf the proposal is made, (iv) any material interest of the stockholder of record and the beneficial owner, if any, on whose behalf the proposal is made in such business, and (v) any other information that is required by law to be provided by the stockholder in his or her capacity as a proponent of a stockholder proposal.

Notwithstanding anything in these bylaws to the contrary, no business shall be conducted at an annual meeting except in accordance with the procedures set forth in this Section 2.6. The chairman of the meeting shall, if the facts warrant, determine and declare to the meeting that a nomination was not made in accordance with the procedures prescribed by the bylaws, and, if he or she should so determine, he or she shall so declare to the meeting and the defective nomination shall be disregarded. Notwithstanding the foregoing provisions of this Bylaw, a stockholder shall also comply with all applicable requirements of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder with respect to the matters set forth in this Bylaw.

2.7 Manner of Giving Notice; Affidavit of Notice.

Written notice of any meeting of stockholders, if mailed, is given when deposited in the United States mail, postage prepaid, directed to the stockholder at his address as it appears on the records of the corporation. An affidavit of the secretary or an assistant secretary or of the transfer agent of the corporation that the notice has been given shall, in the absence of fraud, be prima facie evidence of the facts stated therein. If mailed, such notice shall be deemed to be given when deposited in the mail, postage prepaid, directed to the stockholder at his address as it appears on the records of the corporation.

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2.8 Quorum.

The holders of a majority of the stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of business except as otherwise provided by statute or by the certificate of incorporation. If, however, such quorum is not present or represented at any meeting of the stockholders, then either (a) the chairman of the meeting or (b) the stockholders entitled to vote thereat, present in person or represented by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum is present or represented. At such adjourned meeting at which a quorum is present or represented, any business may be transacted that might have been transacted at the meeting as originally noticed.

2.9 Adjourned Meeting; Notice.

When a meeting is adjourned to another time or place, unless these bylaws otherwise require, notice need not be given of the adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken. At the adjourned meeting the corporation may transact any business that might have been transacted at the original meeting. If the adjournment is for more than thirty (30) days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.

2.10 Conduct of Business.

The chairman of any meeting of stockholders shall determine the order of business and the procedure at the meeting, including such regulation of the manner of voting and the conduct of business.

2.11 Voting.

The stockholders entitled to vote at any meeting of stockholders shall be determined in accordance with the provisions of Section 2.14 of these bylaws, subject to the provisions of Sections 217 and 218 of the General Corporation Law of Delaware (relating to voting rights of fiduciaries, pledgers and joint owners of stock and to voting trusts and other voting agreements).

Except as provided in the certificate of incorporation, each stockholder shall be entitled to one vote for each share of capital stock held by such stockholder.

2.12 Waiver of Notice.

Whenever notice is required to be given under any provision of the General Corporation Law of Delaware or of the certificate of incorporation or these bylaws, a written waiver thereof, signed by the person entitled to notice, whether before or after the time stated therein, shall be deemed equivalent to notice. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the stockholders need be specified in any written waiver of notice unless so required by the certificate of incorporation or these bylaws.

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2.13 Stockholder Action by Written Consent Without a Meeting; No Stockholder Action by Written Consent Without a Meeting Following Initial Public Offering.

Unless otherwise provided in the certificate of incorporation, any action required to be taken at any annual or special meeting of stockholders of the corporation, or any action that may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice, and without a vote if a consent in writing, setting forth the action so taken, is signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted.

Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing. If the action which is consented to is such as would have required the filing of a certificate under any section of the General Corporation Law of Delaware if such action had been voted on by stockholders at a meeting thereof, then the certificate filed under such section shall state, in lieu of any statement required by such section concerning any vote of stockholders, that written notice and written consent have been given as provided in Section 228 of the General Corporation Law of Delaware.

2.14 Record Date for Stockholder Notice; Voting; Giving Consents.

In order that the corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or entitled to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the board of directors may fix, in advance, a record date, which shall not be more than sixty (60) nor less than ten (10) days before the date of such meeting, nor more than sixty (60) days prior to any other action.

If the board of directors does not so fix a record date:

(i) The record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held.

(ii) The record date for determining stockholders entitled to express consent to corporate action in writing without a meeting, when no prior action by the board of directors is necessary, shall be the day on which the first written consent is expressed.

(iii) The record date for determining stockholders for any other purpose shall be at the close of business on the day on which the board of directors adopts the resolution relating thereto.

A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the board of directors may fix a new record date for the adjourned meeting.

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2.15 Proxies.

Each stockholder entitled to vote at a meeting of stockholders or to express consent or dissent to corporate action in writing without a meeting may authorize another person or persons to act for him by a written proxy, signed by the stockholder and filed with the secretary of the corporation, but no such proxy shall be voted or acted upon after three (3) years from its date, unless the proxy provides for a longer period. A proxy shall be deemed signed if the stockholder's name is placed on the proxy (whether by manual signature, typewriting, telegraphic transmission or otherwise) by the stockholder or the stockholder's attorney-in-fact. The revocability of a proxy that states on its face that it is irrevocable shall be governed by the provisions of Section 212(c) of the General Corporation Law of Delaware.

ARTICLE III

DIRECTORS

3.1 Powers.

Subject to the provisions of the General Corporation Law of Delaware and any limitations in the certificate of incorporation or these bylaws relating to action required to be approved by the stockholders or by the outstanding shares, the business and affairs of the corporation shall be managed and all corporate powers shall be exercised by or under the direction of the board of directors.

3.2 Number of Directors.

The number of directors of the corporation shall not be less than one nor more than fifteen, the precise number to be fixed by resolution of shareholders or of the Board of Directors from time to time. Until changed by a proper amendment of this Section 3.2, the authorized number of directors shall consist of four (4) persons.

No reduction of the authorized number of directors shall have the effect of removing any director before that director's term of office expires.

3.3 Election, Qualification and Term of Office of Directors.

Except as provided herein, the directors shall be elected by the vote of shareholders at each annual meeting of shareholders or special meeting in lieu of the annual meeting. Except in case of death, written resignation, retirement, disqualification, or removal, each director shall serve until the next succeeding annual meeting and thereafter until his successor is elected and qualifies or until the number of directors is decreased.

Newly created directorships resulting from any increase in the authorized number of directors or any vacancies in the board of directors resulting from death, resignation, retirement, disqualification, removal from office or other cause may be filled only by a majority vote of the directors then in office even though less than a quorum, or by a sole remaining director. In the event of any increase or decrease in the authorized number of directors, each director then serving as such shall nevertheless continue as a director until the expiration of his or her current term or his or her prior death, retirement, removal or resignation. In the event of a vacancy in the board of directors, the remaining directors, except as otherwise provided by law, may exercise the powers of the full board of directors until the vacancy is filled. Notwithstanding the foregoing, each director shall serve until his or her successor is duly electe d and qualified or until his or her death, resignation or removal. No decrease in the number of directors constituting the board of directors shall shorten the term of any incumbent director.

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Elections of directors need not be by written ballot.

There shall be no right with respect to shares of stock of the corporation to cumulate votes in the election of directors.

3.4 Place of Meetings; Meetings by Telephone.

The board of directors of the corporation may hold meetings, both regular and special, either within or outside the State of Delaware.

Unless otherwise restricted by the certificate of incorporation or these bylaws, members of the board of directors, or any committee designated by the board of directors, may participate in a meeting of the board of directors, or any committee, by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at the meeting.

3.5 Regular Meetings.

Regular meetings of the board of directors may be held without notice at such time and at such place as shall from time to time be determined by the board.

3.6 Special Meetings; Notice.

Special meetings of the board for any purpose or purposes may be called at any time by the chairman of the board, the president, any vice president, the secretary or any two (2) directors.

Notice of the time and place of special meetings shall be delivered personally or by telephone to each director or sent by first class mail or telegram, charges prepaid, addressed to each director at that director's address as it is shown on the records of the corporation. If the notice is mailed, it shall be deposited in the United States mail at lest four (4) days before the time of the holding of the meeting. If the notice is delivered personally or by telephone or by telegram, it shall be delivered personally or by telephone or to the telegraph company at least forty-eight (48) hours before the time of the holding of the meeting. Any oral notice given personally or by telephone may be communicated either to the director or to a person at the office of the director who the person giving the notice has reason to believe will promptly communicate it to the director. The notice need not specify the purpose or the place of the meeting, if the meeting is to be held at the principal executive office of the corporation. Notice of any adjourned or recessed meeting of the directors need not be given except at the meeting that is recessed or adjourned.

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3.7 Quorum.

At all meetings of the board of directors, either (1) a majority of the number of directors or (2) the Executive Chairman and one director shall constitute a quorum for the transaction of business, and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the board of directors, except as may be otherwise specifically provided by statute or by the certificate of incorporation. If a quorum is not present at any meeting of the board of directors, then the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum is present.

A meeting at which a quorum is initially present may continue to transact business notwithstanding the withdrawal of directors, if any action taken is approved by at least a majority of the required quorum for that meeting.

3.8 Waiver of Notice.

Whenever notice is required to be given under any provision of the General Corporation Law of Delaware or of the certificate of incorporation or these bylaws, a written waiver thereof, signed by the person entitled to notice, whether before or after the time stated therein, shall be deemed equivalent to notice. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the directors, or members of a committee of directors, need be specified in any written waiver of notice unless so required by the certificate of incorporation or these bylaws. If a quorum is not present at any meeting of the boar d of directors, then the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum is present.

3.9 Board Action by Written Consent Without a Meeting.

Unless otherwise restricted by the certificate of incorporation or these bylaws, any action required or permitted to be taken at any meeting of the board of directors, or of any committee thereof, may be taken without a meeting if all members of the board or committee, as the case may be, consent thereto in writing and the writing or writings are filed with the minutes of proceedings of the board or committee. Written consents representing actions taken by the board or committee may be executed by telex, telecopy or other facsimile transmission, and such facsimile shall be valid and binding to the same extent as if it were an original.

3.10 Fees and Compensation of Directors.

Unless otherwise restricted by the certificate of incorporation or these bylaws, the board of directors shall have the authority to fix the compensation of directors. No such compensation shall preclude any director from serving the corporation in any other capacity and receiving compensation therefor.

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3.11 Approval of Loans to Officers.

The corporation may lend money to, or guarantee any obligation of, or otherwise assist any officer or other employee of the corporation or of its subsidiary, including any officer or employee who is a director of the corporation or its subsidiary, whenever, in the judgment of the directors, such loan, guaranty or assistance may reasonably be expected to benefit the corporation. The loan, guaranty or other assistance may be with or without interest and may be unsecured, or secured in such manner as the board of directors shall approve, including, without limitation, a pledge of shares of stock of the corporation. Nothing in this section contained shall be deemed to deny, limit or restrict the powers of guaranty or warranty of the corporation at common law or under any statute.

3.12 Removal of Directors.

The holders of a majority of the shares then entitled to vote at an election of directors may remove, only with cause, a director or directors of the corporation.

No reduction in the authorized number of directors shall have the effect of removing any director prior to the expiration of such director's term of office.

3.13 Chairman of the Board of Directors.

The corporation may also have, at the discretion of the board of directors, a chairman of the board of directors who shall not be considered an officer of the corporation.

ARTICLE IV

COMMITTEES

4.1 Committees of Directors.

The board of directors may, by resolution passed by a majority of the whole board, designate one or more committees, with each committee to consist of one or more of the directors of the corporation. The board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the board of directors to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent provided in the resolution of the board of directors or in the bylaws of the corporation, shall have and may exercise all the powers and authority of the board of directors in the management of the bus iness and affairs of the corporation, and may authorize the seal of the corporation to be affixed to all papers that may require it; but no such committee shall have the power or authority to (i) amend the certificate of incorporation (except that a committee may, to the extent authorized in the resolution or resolutions providing for the issuance of shares of stock adopted by the board of directors as provided in Section 151(a) of the General Corporation Law of Delaware, fix the designations and any of the preferences or rights of such shares relating to dividends, redemption, dissolution, any distribution of assets of the corporation or the conversion into, or the exchange of such shares for, shares of any other class or classes or any other series of the same or any other class or classes of stock of the corporation), (ii) adopt an agreement of merger or consolidation under Sections 251 or 252 of the General Corporation Law of Delaware, (iii) recommend to the stockholders the sale, lease or exchange of all or substantially all of the corporation's property and assets, (iv) recommend to the stockholders a dissolution of the corporation or a revocation of a dissolution, or (v) amend the bylaws of the corporation; and, unless the board resolution establishing the committee, the bylaws or the certificate of incorporation expressly so provide, no such committee shall have the power or authority to declare a dividend, to authorize the issuance of stock, or to adopt a certificate of ownership and merger pursuant to Section 253 of the General Corporation Law of Delaware.

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4.2 Committee Minutes.

Each committee shall keep regular minutes of its meetings and report the same to the board of directors when required.

4.3 Meetings and Action of Committees.

Meetings and actions of committees shall be governed by, and held and taken in accordance with, the provisions of Article III of these bylaws, Section 3.4 (place of meetings and meetings by telephone), Section 3.5 (regular meetings), Section 3.6 (special meetings and notice), Section 3.7 (quorum), Section 3.8 (waiver of notice) and Section 3.10 (action without a meeting), with such changes in the context of those bylaws as are necessary to substitute the committee and its members for the board of directors and its members; provided, however, that the time of regular meetings of committees may also be called by resolution of the board of directors and that notice of special meetings of committees shall also be given to all alternate members, who shall have the right to attend all meetings of the committee. The board of directors may adopt rules for the government of any committee not inconsistent with the provisions of these bylaw s.

ARTICLE V

OFFICERS

5.1 Officers.

The officers of the corporation shall be a chief executive officer, a president, a secretary, and a chief financial officer. The corporation may also have, at the discretion of the board of directors, one or more vice presidents, one or more assistant secretaries, one or more assistant treasurers, and any such other officers as may be appointed in accordance with the provisions of Section 5.3 of these bylaws. Any number of offices may be held by the same person.

5.2 Appointment of Officers.

The officers of the corporation, except such officers as may be appointed in accordance with the provisions of Sections 5.3 or 5.5 of these bylaws, shall be chosen by the board of directors, subject to the rights, if any, of an officer under any contract of employment.

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5.3 Subordinate Officers.

The board of directors may appoint, or empower the chief executive officer or the president to appoint, such other officers and agents as the business of the corporation may require, each of whom shall hold office for such period, have such authority, and perform such duties as are provided in these bylaws or as the board of directors may from time to time determine.

5.4 Removal and Resignation of Officers.

Subject to the rights, if any, of an officer under any contract of employment, any officer may be removed, either with or without cause, by an affirmative vote of the majority of the board of directors at any regular or special meeting of the board or, except in the case of an officer chosen by the board of directors, by any officer upon whom such power of removal may be conferred by the board of directors.

Any officer may resign at any time by giving written notice to the corporation. Any resignation shall take effect at the date of the receipt of that notice or at any later time specified in that notice; and, unless otherwise specified in that notice, the acceptance of the resignation shall not be necessary to make it effective. Any resignation is without prejudice to the rights, if any, of the corporation under any contract to which the officer is a party.

5.5 Vacancies in Offices.

Any vacancy occurring in any office of the corporation shall be filled by the board of directors.

5.6 Chief Executive Officer.

Subject to such supervisory powers, if any, as may be given by the board of directors to the chairman of the board, the chief executive officer of the corporation shall, subject to the control of the board of directors, have general supervision, direction and control of the business and officers of the corporation. The chief executive officer shall preside at all meetings of the stockholders and, in the absence or nonexistence of a chairman of the board, at all meetings of the board of directors. The chief executive officer shall have the general powers and duties of management usually vested in the office of chief executive officer of a corporation and shall have such other powers and duties as may be prescribed by the board of directors or these bylaws.

5.7 President.

Subject to such supervisory powers, if any, as may be given by the board of directors to the chairman of the board or the chief executive officer, the president of the corporation shall have general supervision, direction and control of the business and officers of the corporation. The president shall have the general powers and duties of management usually vested in the office of president of a corporation and shall have such other powers and duties as may be prescribed by the board of directors or these bylaws.

5.8 Vice Presidents.

In the absence or disability of the chief executive officer and president, the vice presidents, if any, in order of their rank as fixed by the board of directors or, if not ranked, a vice president designated by the board of directors, shall perform all the duties of the president and when so acting shall have all the powers of, and be subject to all the restrictions upon, the president. The vice presidents shall have such other powers and perform such other duties as from time to time may be prescribed for them respectively by the board of directors, these bylaws, the president or the chairman of the board.

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5.9 Secretary.

The secretary shall keep or cause to be kept, at the principal executive office of the corporation or at such other place as the board of directors may direct, a book of minutes of all meetings and actions of directors, committees of directors, and stockholders. The minutes shall show the time and place of each meeting, the names of those present at directors' meetings or committee meetings, the number of shares present or represented at stockholders' meetings, and the proceedings thereof.

The secretary shall keep, or cause to be kept, at the principal executive office of the corporation or at the office of the corporation's transfer agent or registrar, as determined by resolution of the board of directors, a share register, or a duplicate share register, showing the names of all stockholders and their addresses, the number and classes of shares held by each, the number and date of certificates evidencing such shares, and the number and date of cancellation of every certificate surrendered for cancellation.

The secretary shall give, or cause to be given, notice of all meetings of the stockholders and of the board of directors required to be given by law or by these bylaws. The secretary shall keep the seal of the corporation, if one be adopted, in safe custody and shall have such other powers and perform such other duties as may be prescribed by the board of directors or by these bylaws.

5.10 Chief Financial Officer.

The chief financial officer shall keep and maintain, or cause to be kept and maintained, adequate and correct books and records of accounts of the properties and business transactions of the corporation, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, capital retained earnings, and shares. The books of account shall at all reasonable times be open to inspection by any director.

The chief financial officer shall deposit all moneys and other valuables in the name and to the credit of the corporation with such depositories as may be designated by the board of directors. The chief financial officer shall disburse the funds of the corporation as may be ordered by the board of directors, shall render to the president and directors, whenever they request it, an account of all his or her transactions as chief financial officer and of the financial condition of the corporation, and shall have other powers and perform such other duties as may be prescribed by the board of directors or by the bylaws.

5.11 Representation of Shares of Other Corporations.

The chairman of the board, the chief executive officer, the president, any vice president, the chief financial officer, the secretary or any assistant secretary of this corporation, or any other person authorized by the board of directors or the chief executive officer or the president or a vice president, is authorized to vote, represent, and exercise on behalf of this corporation all rights incident to any and all shares of any other corporation or corporations standing in the name of this corporation. The authority granted herein may be exercised either by such person directly or by any other person authorized to do so by proxy or power of attorney duly executed by such person having the authority.

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5.12 Authority and Duties of Officers.

In addition to the foregoing authority and duties, all officers of the corporation shall respectively have such authority and perform such duties in the management of the business of the corporation as may be designated from time to time by the board of directors or the stockholders.

ARTICLE VI

INDEMNIFICATION OF DIRECTORS. OFFICERS, EMPLOYEES AND OTHER AGENTS

6.1 Indemnification of Directors and Officers.

The corporation shall, to the maximum extent and in the manner permitted by the General Corporation Law of Delaware, indemnify each of its directors and officers against expenses (including attorneys' fees), judgments, fines, settlements, and other amounts actually and reasonably incurred in connection with any proceeding, arising by reason of the fact that such person is or was an agent of the corporation. For purposes of this Section 6.1, a "director" or "officer" of the corporation includes any person (i) who is or was a director or officer of the corporation, (ii) who is or was serving at the request of the corporation as a director or officer of another corporation, partnership, joint venture, trust or other enterprise, or (iii) who was a director or officer of a corporation which was a predecessor corporation of the corporation or of another enterprise at the request of such predecessor corporation.

6.2 Indemnification of Others.

The corporation shall have the power, to the extent and in the manner permitted by the General Corporation Law of Delaware, to indemnify each of its employees and agents (other than directors and officers) against expenses (including attorneys' fees), judgments, fines, settlements, and other amounts actually and reasonably incurred in connection with any proceeding, arising by reason of the fact that such person is or was an agent of the corporation. For purposes of this Section 6.2, an "employee" or "agent" of the corporation (other than a director or officer) includes any person (i) who is or was an employee or agent of the corporation, (ii) who is or was serving at the request of the corporation as an employee or agent of another corporation, partnership, joint venture, trust or other enterprise, or (iii) who was an employee or agent of a corporation which was a predecessor corporation of the corporat ion or of another enterprise at the request of such predecessor corporation.

6.3 Payment of Expenses in Advance.

Expenses incurred in defending any action or proceeding for which indemnification is required pursuant to Section 6.1 or for which indemnification is permitted pursuant to Section 6.2 following authorization thereof by the board of directors shall be paid by the corporation in advance of the final disposition of such action or proceeding upon receipt of an undertaking by or on behalf of the indemnified party to repay such amount if it shall ultimately be determined that the indemnified party is not entitled to be indemnified as authorized in this Article 6.

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6.4 Indemnity Not Exclusive.

The indemnification provided by this Article 6 shall not be deemed exclusive of any other rights which those seeking indemnification may be entitled under any bylaw, agreement, vote of shareholders or disinterested directors or otherwise, both as to action in an official capacity and as to action in another capacity while holding such office, to the extent that additional rights to indemnification are authorized in the certificate of incorporation.

6.5 Insurance.

The corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the corporation would have the power to indemnify him against such liability under the provisions of the General Corporation Law of Delaware.

6.6 Conflicts.

No indemnification or advance shall be made under this Article 6, except where such indemnification or advance is mandated by law or the order, judgment or decree of any court of competent jurisdiction, in any circumstance where it appears:

(i) That it would be inconsistent with a provision of the certificate of incorporation, these bylaws, a resolution of the stockholders or an agreement in effect at the time of the accrual of the alleged cause of the action asserted in the proceeding in which the expenses were incurred or other amounts were paid, which prohibits or otherwise limited indemnification; or

(ii) That it would be inconsistent with any condition expressly imposed by a court in approving a settlement.

ARTICLE VII

RECORDS AND REPORTS

7.1 Maintenance and Inspection of Records.

The corporation shall, either at its principal executive office or at such place or places as designated by the board of directors, keep a record of its shareholders listing their names and addresses and the number and class of shares held by each shareholder, a copy of these bylaws as amended to date, accounting books, and other records.

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Any stockholder of record, in person or by attorney or other agent, shall, upon written demand under oath stating the purpose thereof, have the right during the usual hours for business to inspect for any proper purpose the corporation's stock ledger, a list of its stockholders, and its other books and records and to make copies or extracts therefrom. A proper purpose shall mean a purpose reasonably related to such person's interest as a stockholder. In every instance where an attorney or other agent is the person who seeks the right to inspection, the demand under oath shall be accompanied by a power of attorney or such other writing that authorizes the attorney or other agent to so act on behalf of the stockholder. The demand under oath shall be directed to the corporation at its registered office in Delaware or at its principal place of business.

7.2 Inspection by Directors.

Any director shall have the right to examine the corporation's stock ledger, a list of its stockholders, and its other books and records for a purpose reasonably related to his position as a director. The Court of Chancery is hereby vested with the exclusive jurisdiction to determine whether a director is entitled to the inspection sought. The Court may summarily order the corporation to permit the director to inspect any and all books and records, the stock ledger, and the stock list and to make copies or extracts therefrom. The Court may, in its discretion, prescribe any limitations or conditions with reference to the inspection, or award such other and further relief as the Court may deem just and proper.

7.3 Annual Statement to Stockholders.

The board of directors shall present at each annual meeting, and at any special meeting of the stockholders when called for by the vote of the stockholders, a full and clear statement of the business and condition of the corporation.

ARTICLE VII

GENERAL MATTERS

8.1 Checks.

From time to time, the board of directors shall determine by resolution which person or persons may sign or endorse all checks, drafts, other orders for payment of money, notes or other evidences of indebtedness that are issued in the name of or payable to the corporation, and only the persons so authorized shall sign or endorse those instruments.

8.2 Execution of Corporate Contracts and Instruments.

The board of directors, except as otherwise provided in these bylaws, may authorize any officer or officers, or agent or agents, to enter into any contract or execute any instrument in the name of and on behalf of the corporation; such authority may be general or confined to specific instances. Unless so authorized or ratified by the board of directors or within the agency power of an officer, no officer, agent or employee shall have any power or authority to bind the corporation by any contract or engagement or to pledge its credit or to render it liable for any purpose or for any amount.

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8.3 Stock Certificates; Partly Paid Shares.

The shares of a corporation shall be represented by certificates, provided that the board of directors of the corporation may provide by resolution or resolutions that some or all of any or all classes or series of its stock shall be uncertificated shares. Any such resolution shall not apply to shares represented by a certificate until such certificate is surrendered to the corporation. Notwithstanding the adoption of such a resolution by the board of directors, every holder of stock represented by certificates and upon request every holder of uncertificated shares shall be entitled to have a certificate signed by, or in the name of the corporation by the chairman or vice-chairman of the board of directors, or the chief executive officer or the president or vice president, and by the chief financial officer or an assistant treasurer, or the secretary or an assistant secretary of such corporation representing the number of s hares registered in certificate form. Any or all of the signatures on the certificate may be a facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate has ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the corporation with the same effect as if he were such officer, transfer agent or registrar at the date of issue.

The corporation may issue the whole or any part of its shares as partly paid and subject to call for the remainder of the consideration to be paid therefor. Upon the face or back of each stock certificate issued to represent any such partly paid shares, upon the books and records of the corporation in the case of uncertificated partly paid shares, the total amount of the consideration to be paid therefor and the amount paid thereon shall be stated. Upon the declaration of any dividend on fully paid shares, the corporation shall declare a dividend upon partly paid shares of the same class, but only upon the basis of the percentage of the consideration actually paid thereon.

8.4 Special Designation on Certificates.

If the corporation is authorized to issue more than one class of stock or more than one series of any class, then the powers, the designations, the preferences, and the relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights shall be set forth in full or summarized on the face or back of the certificate that the corporation shall issue to represent such class or series of stock; provided, however, that, except as otherwise provided in Section 202 of the General Corporation Law of Delaware, in lieu of the foregoing requirements there may be set forth on the face or back of the certificate that the corporation shall issue to represent such class or series of stock a statement that the corporation will furnish without charge to each stockholder who so requests the powers, the designations, the preferences, and the relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights.

8.5 Lost Certificates.

Except as provided in this Section 8.5, no new certificates for shares shall be issued to replace a previously issued certificate unless the latter is surrendered to the corporation and canceled at the same time. The corporation may issue a new certificate of stock or uncertificated shares in the place of any certificate theretofore issued by it, alleged to have been lost, stolen or destroyed, and the corporation may require the owner of the lost, stolen or destroyed certificate, or his legal representative, to give the corporation a bond sufficient to indemnify it against any claim that may be made against it on account of the alleged loss, theft or destruction of any such certificate or the issuance of such new certificate or uncertificated shares.

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8.6 Construction; Definitions.

Unless the context requires otherwise, the general provisions, rules of construction, and definitions in the Delaware General Corporation Law shall govern the construction of these bylaws. Without limiting the generality of this provision, the singular number includes the plural, the plural number includes the singular, and the term "person" includes both a corporation and a natural person.

8.7 Dividends.

The directors of the corporation, subject to any restrictions contained in the certificate of incorporation, may declare and pay dividends upon the shares of its capital stock pursuant to the General Corporation Law of Delaware. Dividends may be paid in cash, in property, or in shares of the corporation's capital stock.

The directors of the corporation may set apart out of any of the funds of the corporation available for dividends a reserve or reserves for any proper purpose and may abolish any such reserve. Such purposes shall include but not be limited to equalizing dividends, repairing or maintaining any property of the corporation, and meeting contingencies.

8.8 Fiscal Year.

The fiscal year of the corporation shall be fixed by resolution of the board of directors and may be changed by the board of directors.

8.9 Seal.

The corporation may have a corporate seal, which shall be adopted and which may be altered by the board of directors, and may use the same by causing it or a facsimile thereof, to be impressed or affixed or in any other manner reproduced.

8.10 Transfer of Stock.

Upon surrender to the corporation or the transfer agent of the corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignation or authority to transfer, it shall be the duty of the corporation to issue a new certificate to the person entitled thereto, cancel the old certificate, and record the transaction in its books.

8.11 Stock Transfer Agreements.

The corporation shall have power to enter into and perform any agreement with any number of shareholders of any one or more classes of stock of the corporation to restrict the transfer of shares of stock of the corporation of any one or more classes owned by such stockholders in any manner not prohibited by the General Corporation Law of Delaware.

8.12 Registered Stockholders.

The corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends and to vote as such owner, shall be entitled to hold liable for calls and assessments the person registered on its books as the owner of shares, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of another person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Delaware.

ARTICLE IX

AMENDMENTS

The bylaws of the corporation may be adopted, amended or repealed by the stockholders entitled to vote; provided, however, that the corporation may, in its certificate of incorporation, confer the power to adopt, amend or repeal bylaws upon the directors. The fact that such power has been so conferred upon the directors shall not divest the stockholders of the power, nor limit their power to adopt, amend or repeal bylaws.

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EX-4.1 4 ex4.htm FORM OF STOCK CERTIFICATE Exhibit 4

Exhibit 4

[FRONT OF CERTIFICATE]


NUMBER		SHARES

GOLDCORP HOLDINGS CO.

INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE.

PAR VALUE: $0.0001

COMMON STOCK

CUSIP NO. 380769 10 9

THIS CERTIFIES THAT __________________________________ is the owner of _________________ fully paid and non-assessable shares of the common stock par value of $0.0001 each of GOLDCORP HOLDINGS CO. transferable on the books of the Corporation in person or by duly authorized attorney upon surrender of this Certificate properly endorsed. This Certificate is not valid until countersigned by the Transfer Agent and registered by the Registrar.

Witness the facsimile seal of the Corporation and the facsimile signatures of its duly authorized officers.


		Dated:___________________

CEO & PRESIDENT		COUNTERSIGNED AND REGISTERED
SECRETARY		SIGNATURE STOCK TRANSFER, INC. (Plano, Texas) Transfer Agent
		By

	[SEAL]	AUTHORIZED SIGNATURE

[BACK OF CERTIFICATE]

The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to the applicable laws or regulations.


TEN COM	-- as tenants in common	UNIF GIFT MIN (TRANS) ACT	________ Custodian __________ (Cust) (Minor)
TEN ENT	-- as tenants by the entireties	(UGMA) (UTMA)
JT TEN	-- as joint tenants with right of survivorship and		under Uniform Gifts (Transfers) to Minors Act _________ (State)
	not as tenants in common
	Additional abbreviations may also be used though not in the list



For value received _________ hereby sell, assign and transfer unto
Please insert social security or some other identifying number of assignee


PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS OF ASSIGNEE


Shares
of the Capital Stock represented by the within Certificate, and do hereby irrevocably constitute and appoint

Attorney to transfer the said stock on the books of the within-named Corporation with full power of substitution in the premises.

Dated:_______________
		X

SIGNATURE GUARANTEE (BY BANK, BROKER, CORPORATE OFFICER)		NOTICE: THE SIGNATURE TO THIS AGREEMENT MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF THE CERTIFICATE, IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER.

EX-10.1 5 ex101.htm MATERIAL CONTRACT EX10.1

Exhibit 10.1

EMPLOYMENT AGREEMENT

This Agreement is made and entered this 1st day of September, 2007, by and between Consolidated General Co. a Delaware corporation (the “Company”), and Pierre Quilliam (the “Employee”).

WITNESSETH

WHEREAS, the Company has agreed to employ the Employee and the Employee has agreed to work for the Company on the terms set forth herein; and

WHEREAS, the Employee will possess intimate knowledge of the business and affairs (the "Business") of the Company, and the Employee recognizes that his/her agreement to terms of this Agreement, particularly the terms pertaining to the nondisclosure of Confidential Information (as hereinafter defined) are conditions to further employment with the Company, whether such employment is at will or for an agreed term.

NOW, THEREFORE, for and in consideration of the mutual exchange of promises herewith, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

Title; Responsibilities. The Employee shall be employed as CEO/CFO

Compensation. For all services rendered by Employee to the Company, the Employee shall be entitled to a base salary of one hundred and twenty five thousand ($125,000.00) per year during the first year, with the base salary in future years as well as any additional compensation, including but not limited to bonuses, stock options or stock grants, being determined by the Company based on annual reviews.

Health and Dental Insurance and Benefits: The Company shall provide the Employee with all benefits provided to its employees, including health, dental, long term disability and life insurance, to the extent provided to all employees of the Company pursuant to such plans and programs that it may adopt from time to time. The Employee shall be entitled to that number of days of personal time off consistent with the Company’s policy in effect from time to time.

Term. The term of this Agreement shall be for one year and four months, and shall continue thereafter until terminated by one of the parties. Termination or expiration of this Agreement shall not extinguish any rights of compensation that shall accrue prior to the termination or expiration, or any obligations of the Employee to the Company. Unless terminated by either party upon notice to the other party within 30 days of the end of the term of this Agreement, this Agreement will automatically renew for successive terms equal to the initial term of this Agreement. Notwithstanding anything herein to the contrary, the Company may always terminate the Employee for cause. “Cause” is defined, for the purposes of this Agreement, to be:

(a) The commission of any act by Employee which, if prosecuted, would constitute a felony;

(b) Any act or omission by Employee that may have a materially adverse effect on the Company;

(c) Failure or refusal by Employee to comply with the policies of the Company contained in any Company Handbook or with the provisions of this Agreement if not cured within ten (10) days after the receipt of written notice from the Board of Directors;

(d) Employee’s prolonged absence without the consent of the Company;

(e) Employee’s gross neglect of his duties or willful insubordination to the Board of Directors or his superior officers;

(f) The death of Employee; or

(g) Delivery of written notice of termination by Company after Employee has become unable to perform Employee’s services by reason of illness or incapacity, which illness or incapacity results in Employee’s failure to discharge Employee’s duties under this Agreement for an aggregate total of sixty (60) days (whether consecutive or nonconsecutive) during any one hundred and eighty (180) day period.

Best Efforts. Employee agrees to devote such business time as directed by the President of the Company and use his best efforts in his position and in the performance of his general duties as required by the Company from time to time. During the term of this Agreement, Employee agrees that he will not perform any activities or services or accept such other employment as would be inconsistent with this Agreement or the employment relationship between the parties, or would in any way interfere with or present a conflict of interest concerning Employee’s employment with the Company. Employee warrants and represents to the Company that his employment hereunder will not constitute a breach of any contract, agreement or obligation of the Employee to any other party, and the Employee hereby agrees to indemnify and hold the Company harmless, against any claim or liability arising out of a breach of such representation and warranty, including any attorney’s fees incurred by the Company in connection with such a breach.

Property of Company. Employee acknowledges and agrees that all business Employee generates because of his affiliation with the Company is and shall be the sole property of the Company. All receivables, premiums, commissions, fees and other compensation generated by the Employee’s services are the property of the Company. The Employee is hereby prohibited from invoicing customers of the Company except with the express written consent of the Company. All checks or bank drafts representing payment for goods or services sold or rendered by the Company are property of the Company, and all monies or other consideration in whatever form received by the Employee from a client or customer of the Company shall be tendered immediately to the Company.

No compete Covenant. The Employee covenants and agrees that, during the period in which the Employee is employed by the Company, and for a period of eighteen (18) months thereafter, the Employee shall not:

within the Manatee County (the “Area”), directly or indirectly, either individually or as an owner, manager, supervisor, administrator, consultant, instructor or executive employee, take a position with another business entity which is in the same or essentially the same business as the Company in which his/her duties and responsibilities are similar to those performed by the Employee for the Company as of the date of this Agreement;

in competition with the Company, solicit or otherwise attempt to establish for himself or any other person, firm or entity which is engaged in any business which is the same or essentially the same as the business of the Company, any business relationships with any person, firm or corporation which was, during the twenty-four (24) months preceding the Employee’s termination of employment with the Company, a customer of the Company with whom he/she had substantial business contact.

Nothing in this Section shall be construed to prevent the Employee from owning, as an investment, not more than one (10%) percent of a class of equity securities issued by any competitor of the Company or its affiliates and publicly traded and registered under Section 12 of the Securities Exchange Act of 1934.

Confidential Information. During employment hereunder, Employee may have access to certain confidential information consisting of the following categories of information (“Confidential Information”):

Financial information such as the Company’s earnings, assets, debts, prices, price structure, rates of return and other financial information whether relating to the Company generally or to specific projects, services, assets or geographical areas;

Property information relating to particular properties owned by the Company and particular transactions entered into or examined by the Company as possible corporate acquisitions, to the extent that such information is not generally known by the public, including but not limited to yield advantages to the Company;

Design information about the Company’s products, including drawings, designs, plans, specifications, etc.

Marketing information such as details about ongoing or proposed marketing programs or agreements by or on behalf of the Company, sales forecasts, customer or account lists of the Company, or results of marketing efforts or information about impending transactions;

Operating information about the Company’s methods, processes and means of providing services to its customers or in administrating the Company’s business.

The Employee acknowledges that such information has been and will continue to be of central importance to the business of the Company and that disclosure of it to or its use by others could cause substantial loss to the Company. The Employee also recognizes that an important part of the Employee’s duties will be to develop good will for the Company through his/her personal contact with customers, agents and others having business relationships with the Company, and that there is a danger that this good will, a proprietary asset of the Company, may follow the Employee if and when his/her relationship with the Company is terminated. The Company and Employee consider their relationship one of confidence with respect to the Confidential Information. Therefore, during the term of employment hereunder for three (3) years thereafter, regardless of the reason for termination of the employment relationship subject to this Agreement, Employee agrees to:

Hold all such information in confidence and not to discuss, communicate or transmit it to others, or to make any unauthorized copy or use of such information in any capacity, position or business unrelated to that of the Company’s;

Use the Confidential Information only in furtherance of proper Company-related reasons for which such information is disclosed or discovered;

Take all reasonable action that the Company deems appropriate to prevent the unauthorized use or disclosure of or to protect the Company’s interest in the Confidential Information; and

Upon leaving employment with the Company for any reason whatsoever, not take with him or her, without the prior written consent of the Company, any data, reports, programs, tapes, card decks, listings, programming documentation, or any other written, graphic or recorded information relating or pertaining to the Company.

Work For Hire Acknowledgment; Assignment. Employee acknowledges that work on and contributions to documents, programs, and other expressions in any tangible medium (collectively, “Works”) are within the scope of Employee’s employment and part of Employee’s duties, responsibilities, or assignment. Employee’s work on and contributions to the Works will be rendered and made by Employee for, at the instigation of, and under the overall direction of, Company, and all such work and contributions, together with the Works, are and at all times shall be regarded, as “work made for hire” as that term is used in the United States Copyright Laws. Without limiting this acknowledgment, Employee assigns, grants, and delivers exclusively to Company all rights, titles, and interests in and to any such Works, and all copies and versions, including all copyrights and renewals. Employee will execute and deliver to Company, or its successors and assigns, any assignments and documents Company requests for the purpose of complete, exclusive, perpetual, and worldwide ownership of all rights, titles, and interests of every kind and nature, including all copyrights in and to the Works, and Employee constitutes and appoints Company as its agent to execute and deliver any assignments or documents Employee fails or refuses to execute and deliver, this power and agency being coupled with an interest and being irrevocable.

10.

Inventions, Ideas and Patents. Employee shall disclose promptly to Company, and only to Company, any invention or idea of Employee (developed alone or with others) conceived or made during Employee’s employment by Company or within six months of the Termination Date. Employee assigns to Company any such invention or idea in any way connected with Employee’s employment or related to Company’s Business, its research or development, or demonstrably anticipated research or development and will cooperate with Company and sign all papers deemed necessary by Company to enable it to obtain, maintain, protect, and defend patents covering such inventions and ideas and to confirm Company’s exclusive ownership of all rights in such inventions, ideas and patents, and irrevocably appoints Company as its agent to execute and deliver any assignments or documents Employee fails or refuses to execute and deliver promptly, this power and agency being coupled with an interest and being irrevocable. This constitutes written notification that this assignment does not apply to an invention for which no equipment, supplies, facility or trade secret information of Company was used, and which was developed entirely on Employee’s own time, unless (a) the invention relates (i) directly to Company’s Business, or (ii) to Company’s actual or demonstrably anticipated research or development, or (b) the invention results from any work performed by Employee for Company.

11.

Injunctive Relief. Employee acknowledges that any violation of the provisions of this Agreement will cause the Company immediate and irreparable harm and that the damages that the Company will suffer may be difficult or impossible to measure. Therefore, upon any actual or impending violation of this Agreement, the Company shall be entitled to the issuance of a restraining order, preliminary and permanent injunction, without bond, restraining or enjoining such violation by Employee or any other entity or person acting in concern with Employee. Such remedy shall be additional to and not in limitation of any other remedy which may otherwise be available to the Company.

12.

No Conflicting Obligations. Employee represents and warrants that Employee is not subject to any noncompetition agreement, nondisclosure agreement, employment agreement, or any other contract of any nature whatsoever, oral or written, with any Person other than Company, or any other obligation of any nature, which will or could cause a breach of or default in, or which is in any way inconsistent with, the terms and provisions of this Agreement.

13.

Setoff. All amounts due or payable to Employee by Company pursuant to this Agreement are subject to reduction and offset to the extent permitted by applicable law for any amounts due or payable to Company by Employee.

14.

Remedies Cumulative. All rights and remedies conferred upon by the parties hereto by this Agreement or by law, in equity or otherwise, shall be cumulative of each other, and neither the exercise nor the partial exercise not the failure to exercise any such right or remedy shall preclude the later exercise of such right or remedy or the exercise of any other right or remedy.

15.

Notice to Future Companies. Employee will, during the one year following termination of Employee’s employment with Company, whether with or without cause, inform any subsequent employers or partners, coventurers or other business associates of the existence and provisions of this Agreement and, if requested, provide a copy of this Agreement to such employers or partners, coventurers or other business associates and Company may, at any time, notify any future employers or partners, coventurers or other business associates of Employee of the existence and provisions of the Agreement

16.

Amendment or Modification. This Agreement supersedes all prior discussions and agreements between the Employee and the Company concerning the matters contained herein, and constitutes the sole and entire agreement between the Employee and the Company with respect hereto. No amendment or modification of this Agreement or of any covenant shall be valid unless evidenced by a writing duly executed by Employee and an authorized representative of the Company.

17.

Severability. If any term or provision of this Agreement, or the application thereof to any person or circumstance, shall be determined by a court of competent jurisdiction to be invalid or unenforceable, the remainder of this Agreement, or the application of such term or provision to persons or circumstances other than those as to which it is determined to be invalid or unenforceable, shall not be affected thereby, and each term and provision of this Agreement shall be valid and enforced to the fullest extent permitted by law.

18.

Construction. The language in all parts of this Agreement will be construed, in all cases, according to its fair meaning, and not for or against either party hereto. The parties acknowledge that each party and its counsel have reviewed and revised this Agreement and that the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting party will not be employed in the interpretation of this Agreement.

19.

Obligations Contingent. The obligations of Company under this Agreement, including its obligation to pay the compensation provided for in this Agreement, are contingent upon Employee’s performance of Employee’s obligations under this Agreement. The duties, covenants and agreements of Employee under this Agreement, being personal, may not be delegated.

20.

Descriptive Heading. The descriptive headings of the several sections and paragraphs of this Agreement are inserted for convenience only and do not constitute a part of this Agreement.

21.

Miscellaneous. Unless the context otherwise requires, whenever used in this Agreement, the singular shall include the plural, the plural shall include the singular, and the masculine gender shall include the neuter and feminine gender, and vice versa.

22.

Counterparts. This Agreement may be executed in counterparts, each of which shall be an original, but all of which shall together constitute one document.

23.

Governing Law. This Agreement shall be governed by, interpreted, and construed in accordance with the laws of the State of Georgia. The parties agree that any dispute concerning the interpretation, validity, enforceability, and to exercise any remedies from an alleged breach hereof shall be adjudicated in the Superior Court for the county where the Company’s principal executive office is located at the time of the dispute, or the applicable district and division of a federal court having venue for disputes in that same county.

IN WITNESS WHEREOF, the parties have executed, sealed and delivered this Agreement as of the date first above written.

Consolidated General, Co.

__________________________________

By: Bisell Investments

Its: Major Shareholder

EMPLOYEE:

___________________________________

Print Name: Pierre Quilliam

EX-10.2 6 ex102.htm MATERIAL CONTRACT EX10.2

Exhibit 10.2

EXECUTIVE EMPLOYMENT AGREEMENT

This Executive Employment Agreement ("Agreement") is made and effective this January 1st, 2007, by and between Consolidated General, Co. ("Company") and Allan Breitkreuz ("Executive").

NOW, THEREFORE, the parties hereto agree as follows:

1. Employment.

Company hereby agrees to initially employ Executive as its Vice President of Research and Development and Executive hereby accepts such employment in accordance with the terms of this Agreement and the terms of employment applicable to regular employees of Company. In the event of any conflict or ambiguity between terms of this Agreement and the terms of employment applicable to regular employees, the terms of this Agreement shall control. Election or appointment of Executive to another office or position, regardless of whether such office or position is inferior to Executive's initial office or position, shall not be a breach of this Agreement.

2. Duties of Executive.

The duties of Executive shall include the performance of all of the duties typical of the office held by Executive as described in the bylaws of the Company and such other duties and projects as may be assigned by a superior officer of the Company, if any, or the board of directors of the Company. Executive shall devote his entire productive time, ability and attention to the business of the Company and shall perform all duties in a professional ethical and businesslike manner. Executive will not, during the term of this Agreement directly or indirectly engage in any other business, either as employee, employer, consultant, principal, officer, director, advisor, or in any other capacity, either with or without compensation, without the prior written consent of Company.

3. Compensation

Executive will be paid compensation during this Agreement as follows:

a: A base salary of Fifty Thousand ($50,000.00) USD in year one two and three, Seventy Five ($75,000.00) USD in year four and five, payable in installments according to the Company's regular payroll schedule. The total salary shall be adjusted at the end of each year of employment at the discretion of the board of directors. Executive shall also receive a commission on any sales the Executive may close on behalf of the Company, such compensation to be approved by the board of directors. Any unpaid compensation will be compensated by the issuance of free trading stock at the end of each fiscal year.

b. An incentive salary equal to 10% of the adjusted net profits (hereinafter defined) of the Company beginning with the Company's yearend 2008 and each fiscal year thereafter during the term of this Agreement. "Adjusted net profit" shall be the net profit of the Company before federal and state income taxes, determined in accordance with generally accepted accounting practices by the Company's independent accounting firm and adjusted to exclude: (i) any incentive salary payments paid pursuant to this Agreement; (ii) any contributions to pension and/or profit sharing plans; (iii) any extraordinary gains or losses (including, but not limited to, gains or losses on disposition of assets; (iv) any refund or deficiency of federal and state income taxes paid in a prior year; and (v) any provision for federal or state income taxes made in prior years which is subsequently determined to be unnecessary. The determin ation of the adjusted net profits made by the independent accounting firm employed by the Company shall be final and binding upon Executive and Company. The incentive salary payment shall be made within thirty (30) days after the Company's independent accounting firm has concluded its audit. If the final audit is not prepared within ninety (90) days after the end of the fiscal year, then the Company shall make a preliminary payment equal to fifty percent (50%) of the amount due based upon the adjusted net profits preliminarily determined by the independent accounting firm, subject to payment of the balance, if any, promptly following completion of the audit by Company's independent accounting firm.

4. Benefits

a. Holidays. Executive will be entitled to at least 2 weeks paid holidays each calendar year and 12 personal days. Company will notify Executive on or about the beginning of each calendar year with respect to the holiday schedule for the coming year. Personal holidays, if any, will be scheduled in advance subject to requirements of Company. Such holidays must be taken during the calendar year and cannot be carried forward into the next year.

b. Sick Leave. Executive shall be entitled to sick leave and emergency leave according to regular policies and procedures of Company. Additional sick leave or emergency leave over and above paid leave provided by the Company, if any, shall be unpaid and shall be granted at the discretion of the board of directors.

c. Medical and Group Life Insurance. Company agrees to include Executive in the group medical and hospital plan of Company and provide group life insurance for Executive at no charge to Executive.

d. Pension and Profit Sharing Plans. Executive shall be entitled to participate in any pension or profit sharing plan or other type of plan adopted by Company for the benefit of its officers and/or regular employees. Executive shall be entitled to receive stock incentives from Company, said incentives may be in the form of Stock Option, Warrants or other form of stock of the Company. Such Stock incentives are to be approved by the Board of Directors. Executive will also have the right to sell his stock from time to time, as per SEC regulations.

e. Automobile. n/a

f. Expense Reimbursement. Executive shall be entitled to reimbursement for all reasonable expenses, including travel and entertainment, incurred by Executive in the performance of Executive's duties. Executive will maintain records and written receipts as required by the Company policy and reasonably requested by the board of directors to substantiate such expenses.

5. Term and Termination.

a. The Initial Term of this Agreement shall commence on January 1st, 2008 and it shall continue in effect for a period of Three (3) years. Thereafter, the Agreement shall be renewed upon the mutual agreement of Executive and Company.

b. This Agreement and Executive's employment may be terminated by Company at its discretion at any time after the Initial Term, provided that in such case, Executive shall be paid Seventy-five percent (75%) of Executive's then applicable base salary. In the event of such a discretionary termination, Executive shall not be entitled to receive any incentive salary payment or any other compensation then in effect, prorated or otherwise.

c. This Agreement may be terminated by Executive at Executive's discretion by providing at least thirty (30) days prior written notice to Company. In the event of termination by Executive pursuant to this subsection, Company may immediately relieve Executive of all duties and immediately terminate this Agreement, provided that Company shall pay Executive at the then applicable base salary rate to the termination date included in Executive's original termination notice.

d. In the event that Executive is in breach of any material obligation owed Company in this Agreement, habitually neglects the duties to be performed under this Agreement, engages in any conduct which is dishonest, damages the reputation or standing of the Company, or is convicted of any criminal act, then Company may terminate this Agreement upon five (5) days notice to Executive. In event of termination of the agreement pursuant to this subsection, Executive shall be paid only at the then applicable base salary rate up to and including the date of termination. Executive shall not be paid any incentive salary payments or other compensation, prorated or otherwise.

e. In the event Company is acquired, or is the non-surviving party in a merger, or sells all or substantially any of its assets, this Agreement shall not be terminated and Company agrees to ensure that the transferee or surviving company is bound by the provisions of this Agreement.

6. Notices.

Any notice required by this Agreement or given in connection with it, shall be in writing and shall be given to the appropriate party by personal delivery or by certified mail, postage prepaid, or recognized overnight delivery services;

If to Company:

Consolidated General, Co.

5709 Manatee Ave. W,

Bradenton, FL 34209

If to Executive:

Allan Breitkreuz

1613 2^nd Ave. RR#3

St Catharines, Ont. Canada L2R 6P9

7. Final Agreement.

This Agreement terminates and supersedes any prior understandings or agreements on the subject matter hereof This Agreement may be modified only by a further writing that is duly executed by both parties.

8. Governing Law.

This Agreement shall be construed and enforced in accordance with the laws of the state of Florida.

9. Headings.

Headings used in this Agreement are provided for convenience only and shall not be used to construe meaning or intent.

10. No Assignment.

Neither this Agreement nor any or interest in this Agreement may be assigned by Executive without the prior express written approval of Company, which may be withheld by Company at Company's absolute discretion.

11. Severability.

If any term of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then this Agreement, including all of the remaining terms, will remain in full force and effect as if such invalid or unenforceable term had never been included.

12. Competition.

It is agreed by company that the Executive has other business ventures and is not obligated to provide 100% of Executive's time to his responsibilities at Company. During the term of this Agreement and any renewals thereof, and for a period of one (1) year from the date of cessation of his employment with the Company, the Executive will not, directly or indirectly, in the United States or Canada, whether as a partner, joint venturer, officer, stockholder, advisor, employee, consultant, agent, or otherwise, in any way promote, participate, become employed by or engage in any conduct or business which is similar to the Company's business or competitive with the Company's business.

13. Non-Interference and Non-Solicitation. During the one-year period following the Executive's cessation of employment, the Executive will not:

(a)

attempt in any manner to solicit from any client or customer of the Company business of the type performed by the Company or persuade any client or customer of the Company to cease to do such business or to reduce the amount of such business which any such client or customer has customarily done or contemplates doing with the Company, whether or not the relationship between the Company and such client or customer was originally established in whole or in part through the Employee's efforts;

(b)

render any services of the type rendered by the Company (during the term of the Executive's employment) for any client or customer of the Company;

(c)

solicit to employ any person who is employed by the Company (excluding any person who is a member of the Executive's family); or

(d)

do or cause to be done, directly or indirectly, any acts which may impair the relationship between the Company with their respective suppliers, clients, customers or employees.

14. Office Location.

The company agrees that the head office of the Company shall be located in Bradenton, Florida, USA unless mutually agreed to be moved by the Board of Directors and the Executive.

15. Monetary Amounts

All monetary amounts referred to herein shall be in United States Dollars.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.

Consolidated General, Co.

EMPLOYEE

_____________________

Pierre Quilliam Director

Allan Breitkreuz

EX-10.3 7 ex103.htm MATERIAL CONTRACT EX10.3

Exhibit 10.3

LEASE

THIS LEASE is made as the 11th day of October, 2007 by and between GoldCorp Holdings Co. (“Lessor”) and Silver Falcon Mining, Inc. (“Lessee”).

Description of Leased Premises. The premises covered by this Lease is all right, title and interest of the Lessor to any land owned or leased by Lessor on War Eagle Mountain in Idaho, which is more specifically described in the legal description attached hereto as Exhibit A.

Term. This Lease shall expire on April 1, 2023. Lessee shall have the option to extend this Lease for an additional five year term, provided however that Lessee is not then in default under the terms of this Lease and Lessee pays Lessor a lease extension fee of $1,000,000. In order to extend the term of this Lease, Lessee must notify Lessor of Lessee’s intention to extend the term of this Lease in writing at least ninety (90) days prior to the expiration date of the Lease, accompanied by payment of the lease extension fee.

Lessee’s Business. The Lessee shall use the premises for the mining of minerals found on or under the surface, and related activities, and for no other purpose.

Rent. The annual rent for the premises is $1,000,000, which will be payable in twelve equal monthly installments of $83,333.33 commencing on April 1, 2008 and continuing on the first day of each calendar month thereafter during the term of this Lease; provided that Lessee shall have the right to extend the commencement date of the payment of annual rent until July 1, 2009, and if the Lessee exercises that option, the term of this Lease shall extended for an equal number of months. Rent shall be paid to the Lessor at such address as Lessor may designate in writing.

Royalty. In addition to the annual rent, Lessee shall the Lessor a royalty equal to 15% of all minerals produced from the premises during the term of this Lease. The royalty shall be calculated on the amount of marketable minerals derived from ore produced from the premises, as determined after the ore is smelted and after the smelter’s fee is deducted, regardless whether the smelter is paid by taking a share of the smelted minerals or by some other fee arrangement. The Lessee agrees to pay the Lessor a nonaccountable fee of $10,000 during any month that mineral ore is produced from the premises to reimburse Lessor for the cost of auditing the production of mineral ore and refined minerals from the premises.

Mining Costs. The Lessee shall be responsible for all costs to mine ore from the premises, including all roads, buildings, furniture, fixtures, equipment, machinery, personnel, insurance, utilities, working capital, etc. Lessee shall also be responsible for payment of all real property taxes assessed against the premises, and all lease payments accruing on leased land covered by this Lease. All improvements made by Lessee to the premises that cannot be removed at the expiration of this Lease without material harm to the premises shall become Lessor’s property. All improvements that do not become Lessor’s property and all of Lessee’s personal property shall be removed by Lessee before the termination of this Lease. Lessee, at the same time, shall repair any injury done to the premises in connection with the installation and removal of the improvements and the personal property.

Commencement of Mining. Lessee agrees to begin initial production of the waste ore dumps on the premises in 2008, and to reopen and produce mineral ore from at least one additional mine shaft (out of 14 existing deep-shaft mines) during the term of this Lease.

Lessee’s Care. Lessee will commit no act of waste, will take good care of the premises, and will comply with all laws, regulations, rules and orders of any federal, state, or local government agencies or departments. Lessee will be responsible for all restoration costs associated with the premises, regardless whether the restoration costs relate to the Lessee’s mining activities on the premises or prior mining activities on the premises. Lessee will make all necessary repairs to the premises at its expense.

Abandoned Property. All of Lessee’s property remaining on the premises after this Lease terminates shall be deemed abandoned and may be removed or stored by Lessor at Lessee’s risk and expense.

10.

Assignment or Subletting. Lessee shall not assign or encumber this Lease or sublet the premises without Lessor’s written consent, which consent shall not be unreasonably withheld. Should the Lease be assigned or the premises sublet as provided in this Paragraph, Lessee shall remain primarily liable on this Lease, but Lessor, at its option, may demand payment of rent from Lessee and/or Lessee’s assignees or sublessees. If Lessee is a corporation, Lessee may assign this Lease or sublet the premises to its parent or subsidiary or to a corporation with which it has consolidated or into which it has merged.

11.

Taking by Eminent Domain. If there is any taking by eminent domain that materially affects Lessee’s use of the premises, this Lease shall terminate when title vests in the authority exercising the right of eminent domain. The rent shall be apportioned as of the day of termination and any rent paid for a period beyond that date shall be repaid to Lessee. Lessee shall not be entitled to any part of the award to landlord for the taking but Lessee may file a claim for an award on its behalf.

12.

Lessor’s Remedies. If Lessee defaults in the payment of rent or in the performance of any of the covenants or conditions of this Lease, Lessor may give Lessee notice of the default. If Lessee does not cure any rent default within ten (10) days or any other default within thirty (30) days after the giving of notice, Lessor may terminate this Lease on not less than thirty (30) days written notice to Lessee. On the date specified in the notice, this Lease shall terminate, and Lessee shall at once quit and surrender the premises to Lessor. If this Lease is terminated by Lessor, Lessor may thereafter takeover possession of the premises by any lawful means and remove Lessee or other occupants and their property.

13.

Reletting Surrendered Premises. If Lessor has recovered possession of the premises by reason of Lessee’s default, Lessor may at its option occupy the premises or may subdivide or consolidate the premises with other adjoining premises for reletting. Lessor may relet the premises or any part of them as Lessee’s agent, for a term or terms to expire before, at the same time as, or after the original expiration date of this Lease. Lessor may receive the rent and apply it first to the payment of Lessor’s expenses in connection with the recovery of possession, altering, subdividing or consolidating with other adjoining premises and reletting, including brokerage and reasonable attorney’s fees, and then to the payment of damages in amounts equal to the rent due under this Lease and to the cost and expense of performing Lessee’s other covenants. Lessee a grees, whether or not Lessor has relet, to pay to Lessor damages equal to the rent and other sums to be paid by Lessee under this Lease, less the net proceeds of the reletting as ascertained from time to time. These sums shall be payable by Lessee on the first day of each month or as demanded by Lessor. In reletting the premises, Lessor may grant rent concessions, and Lessee shall not be credited with them. No reletting shall constitute a surrender and acceptance or be deemed evidence of one. If Lessor elects to actually occupy and use the premises or any part of them itself during any part of the balance of the term of this Lease, there shall be allowed against Lessee’s obligation for rent or damages during the period of Lessor’s occupancy the reasonable value of the occupancy, not to exceed the rent set out in this Lease and the occupancy shall not be construed as a release of Lessee’s liability hereunder. Lessee waives all right of redemption to which Lessee might be entitled by any law now or hereafter in force. Lessor’s remedies set out in this Paragraph are in addition to any remedy allowed by law.

14.

Waiver of Performance. Either party’s failure to insist on strict performance of any part of this Lease, or to exercise any option, shall not be construed as a waiver of the performance in any other instance. This Lease cannot be changed or terminated orally.

15.

Lessor May Cure Defaults. If Lessee defaults in the performance of any covenant or condition of this Lease, Lessor may, on reasonable notice to Lessee (except that no notice need be given in case of emergency), cure the default at Lessee’s expense and the reasonable amount of all expenses, including attorneys’ fees, incurred by Lessor (whether paid by Lessor or not) shall be deemed additional rent payable on demand.

16.

Lessee May Cure Defaults. If Lessor defaults in the performance of any covenant or condition of this Lease or any deeds to secure debt or encumberances on the Leased Premises, Lessee may, on reasonable notice to Lessor (except that no notice need be given in case of emergency), cure the default at Lessor’s expense and the reasonable amount of all expenses, including attorneys’ fees, incurred by Lessee (whether paid by Lessee or not) can be at Lessee’s option offset from the monthly rent then due and owing.

17.

Mechanic’s Lien. Lessee shall, within thirty (30) days after notice from Lessor, discharge any mechanic’s lien for materials or labor claimed to have been furnished to the premises on Lessee’s behalf.

18.

Notices. Any notice by either party to the other shall be in writing and shall be deemed to be properly given only if delivered personally or mailed by registered or certified mail, return receipt requested, addressed (a) if to Lessee, at the premises, (b) if to Lessor at Lessor’s address set out in this Lease or (c) at such addresses as Lessee or Lessor from time to time may designate in writing. Notice shall be deemed to have been given upon delivery if delivered personally, and if mailed, upon the third day after the date of mailing.

19.

Lessor’s Right to Inspect Premises. Lessor may enter the premises at any reasonable time on reasonable notice to Lessee (except that no notice is needed in case of emergency) to inspect the premises or make those repairs, replacements, and additions to the premises or any building thereon, as Lessor deems necessary or desirable. Lessee shall have no claim or cause of action against Lessor solely for entering the premises in accordance with this Paragraph.

20.

No Representations. Neither party has made any representations or promises, other than those contained in this Lease or in some further writing signed by the party making the representation or promise.

21.

Covenant of Quiet Enjoyment. Lessor covenants that so long as Lessee pays the rent and any additional rent required under this Lease and performs its covenants, Lessee shall peaceably and quietly have, hold, and enjoy the premises for the term provided, subject to the provisions of this Lease.

22.

Captions. The captions in this Lease are included for convenience only and shall not be taken into consideration in any construction or interpretation of this Lease or any of its provisions.

23.

Showing Premises. Lessor may show the premises to prospective purchasers and mortgagees and, during the six months prior to termination of this Lease, to prospective tenants, during business hours upon reasonable notice to Lessee.

24.

Lease Binding on Successors, Representatives and Assigns. The provisions of this Lease shall apply to, bind, and inure to the benefit of Lessor and Lessee, their successors, legal representatives, and assigns.

LESSOR:

GOLDCORP HOLDINGS CO.

______________________________

By: ________________________

Its: Chief Executive Officer

Address:

______________________________

LESSEE:

SILVER FALCON MINING, INC.

______________________________

By: ________________________

Its: Chief Executive Officer

Address:

______________________________

Lessor

_________________________

___________

Date

Notary Public

Commission expires: ____________

Lessee

_________________________

____________

Date

EX-10.4 8 ex104.htm MATERIAL CONTRACT EX10.4

Exhibit 10.4

PROMISSORY NOTE


$81,408.00 USD	December 31st, 2007

FOR VALUE RECEIVED, in cash and/or remuneration of accrued salary, GoldCorp Holdings, Co. (hereinafter referred to as the “Maker”), promises to pay to the order of Pierre Quilliam (Holder”), or assigns, at 2373 Landings Circle, Bradenton, Florida, USA, or at such other place as the Holder may from time to time designate in writing to the Maker, in lawful money of the United States of America, the principal sum of Eighty One Thousands, Four Hundred and Eight US dollars ($81,408.00), at a rate of interest thereon from the date of this Note at Seven percent (7 %) per annum.

Payments of interest shall be made on a yearly basis from the date of this Note until maturity. This Note shall mature Twenty Four (24) months from the date of this Note, and shall be paid as follows: there shall be a payment of Five Thousands, Six Hundred and Ninety Eight dollars and Fifty Six Cents ($5,698.56) on December 31st, 2008 and there shall be a final Principal balloon payment made to the Holder of Eighty Seven Thousands, One Hundred and Six US Dollars ($87,106.56) on or before December 31st, 2009 at which time all principal and accrued interest shall be payable in full.

Any payment of principal or interest on this Note that is not made when due, as herein provided, shall bear interest at the same rate specified above. In the event any payment is not made within five (5) days of its due date, the Maker shall pay a late charge of five (5%) percent of the amount of the payment, provided that only one (1) such late charge may be collected on any particular payment however long that payment shall remain past due.

The indebtedness evidenced by this Note may be prepaid in whole or in part at any time without penalty or premium after thirty (30) days prior notice to the Holder, during which time the Holder shall be entitled to convert this Note into shares of Common Stock of the Maker as hereinafter provided.

If from any circumstances whatsoever fulfillment of any provision of this Note at the time performance of such provision shall be due shall involve transcending the limit prescribed by any applicable usury statute or any other applicable law, with regard to obligations of like character and amount, then, ipso facto, the obligation to be fulfilled shall be reduced to the limit of such validity, so that in no event shall any exaction be possible under this Note or under any other instrument evidencing or securing the indebtedness evidenced hereby, that is in excess of the current limit of such validity, but such obligation shall be fulfilled to the limit of such validity.

Presentment for payment, demand, protest and notice of demand, notice of dishonor and notice of nonpayment and all other notices are hereby waived by Maker. No failure to accelerate the debt evidenced hereby by reason of default hereunder, acceptance of a past due installment, or indulgences granted from time to time shall be construed (1) as a novation of this Note or as a restatement of the indebtedness evidenced hereby or as a waiver of such right of acceleration or of the right of the Holder thereafter to insist upon strict compliance with the terms of this Note, or (2) to prevent the exercise of such right of acceleration or any other right granted hereunder or by applicable law; and Maker hereby expressly waives the benefit of any statute or rule of law or equity now provided, or which may hereafter be provided, which would produce a result contrary to or in conflict with the foregoing. No exte nsion of the time for the payment of this Note or any installment due hereunder, made by agreement with any person now or hereafter liable for the payment of this Note shall operate to release, discharge, modify, change or affect the original liability of the Maker under this Note, either in whole or in part, unless the Holder agrees otherwise in writing. This Note may not be changed orally, but only by an agreement in writing signed by the party against whom enforcement of any waiver, change, modification or discharge is sought.

Maker hereby waives and renounces for itself, its heirs, successors and assigns, all rights to the benefits of any statute of limitations, any moratorium, reinstatement, marshaling, forbearance, valuation, stay, extension, redemption, appraisement and exemption now provided, or which may hereafter by provided, by the Constitution and laws of the United States of America and of the State of Florida, against the enforcement and collection of the obligations evidenced by this Note except as described above.

This Note shall be convertible at the office of Maker, and at such other place or places, if any, as the Board of Directors of the Maker may designate, into fully paid and non-assessable shares (calculated as to each conversion to the nearest l/100th of a share) of Common Stock of the Maker. The number of shares of Common Stock issuable upon conversion of this Note shall be equal to the amount of principle and interest for which a notice of conversion is sent divided by the Conversion Price in effect at the time of conversion determined as hereinafter provided. The price at which shares of Common Stock shall be delivered upon conversion (the "Conversion Price") shall be initially three cents ($.03) per share of Common Stock; provided, however, that such Conversion Price shall be subject to adjustment from time to time in certain instances as hereinafter provided. No payment or adjustment shall be made in respect of dividends previously declared and paid on the Common Stock upon conversion of part, or all, of this Note into shares of Common Stock. If the Maker elects to prepay part or all of this Note, such right of conversion shall cease and terminate, as to the portion designated for prepayment, at the close of business on the prepayment date, unless the Maker defaults in the prepayment. Further, if conversion is designated, only the face amount of the Note herein shall be used to calculate the number of shares issued hereunder. No fractional shares of Common Stock will be issued, and instead the number of shares of Common Stock to be issued on conversion of this Note will, to the extent necessary, be rounded up to the nearest whole number of shares.

Before the Holder of this Note shall be entitled to convert the same into Common Stock, the Holder shall surrender this Note to the Maker, duly endorsed to the Maker or in blank, at the office of the Maker or at such other place or places, if any, as the Board of Directors of the Maker has designated, and shall give written notice to the Maker at said office or place that it elects to convert the same and shall state in writing therein the name or names (with addresses) in which it wishes the certificate or certificates for Common Stock to be issued. The Maker will, as soon as practicable thereafter, issue and deliver at said office or place to such Holder, or to its nominee or nominees, certificates for the number of full shares of Common Stock to which it shall be entitled as aforesaid. This Note shall be deemed to have been converted, as of the close of business, on the date of the surrender of the Note for conversion as provided above, and the person or persons entitled to receive the Common Stock issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Stock as of the close of business on such date. In the event part or all of this Note is presented for conversion, the Holder of this Note will be entitled to receive all interest on this Note which has accrued to the date of conversion on that portion of the Note which is converted, which interest will, at the Holder's election, be payable on the next regularly scheduled interest payment date on this Note or converted into shares of Common Stock.

The Conversion Price in effect at any time shall be subject to adjustment as follows:

(i)

In case the Maker shall (A) declare a dividend on its Common Stock in shares of its capital stock, (B) subdivide its outstanding shares of Common Stock, (C) combine its outstanding shares of Common Stock into a smaller number of shares, or (D) issue by reclassification of its Common Stock (including any such reclassification in connection with a consolidation or merger in which the Maker is the continuing corporation) any shares of its capital stock, the Conversion Price in effect at the time of the record date for such dividend or of the effective date of such subdivision, combination or reclassification shall be proportionately adjusted so that if this Note is surrendered for conversion after such time, the Holder shall be entitled to receive the kind and amount of shares of Common Stock which it would have owned or have been entitled to receive had this Note been converted immediately prior to such time. Su ch adjustment shall be made successively whenever any event listed above shall occur.

(ii)

In case the Maker shall distribute to all holders of its Common Stock (including any such distribution made in connection with a consolidation or merger in which the Maker is the continuing corporation) evidences of its indebtedness or assets (excluding dividends or other distributions paid out of earned surplus), the Conversion Price shall be adjusted so that the same shall equal the price determined by multiplying the Conversion Price in effect immediately prior to the close of business on the date fixed for the determination of stockholders entitled to receive such distribution by a fraction of which the numerator shall be the Current Market Price per share of the Common Stock on the date fixed for such determination less the fair market value (as determined by the Board of Directors of the Maker, whose determination shall be conclusive and described in a Board Resolution of the Maker filed with the Transfe r Agent) of the portion of the assets or evidences of indebtedness so distributed applicable to one share of Common Stock and the denominator shall be such Current Market Price per share of the Common Stock on the date fixed for such determination, such adjustment to become effective immediately prior to the opening of business of the day following the date fixed for the determination of stockholders entitled to receive such distribution.

(iii)

For the purpose of any computation under paragraph (ii) above, the "Current Market Price" on any date shall be deemed to be the average of the bid price per share of Common Stock on the business day of the receipt of the monies evidenced by this note. The bid price shall be the one posted on the principal national securities exchange on which the Common Stock is listed or admitted to trading or, if it is not listed or admitted to trading on any national securities exchange, the closing bid price as furnished by any member of the National Association of Securities Dealers, Inc., selected from time to time by the Maker for that purpose, or, if no member of the National Association of Securities Dealers, Inc. furnishes a bid or ask price for the Common stock, the book value of the Common Stock as determined from an unaudited balance sheet of the Maker prepared according to generally accepted accounting principles as of a date which is 90 days preceding the date of the conversion.

(iv)

All calculations under this paragraph (6) shall be made to the nearest cent or the nearest l/100th of a share, as the case may be.

(v)

In case of any consolidation or merger of the Maker with or into any other corporation (other than a consolidation or merger in which the Maker is the continuing corporation), or in case of any sale or transfer of all or substantially all of the assets of the Maker, the Holder of this Note shall after such consolidation, merger, sale or transfer have the right to convert this Note into the kind and amount of shares of stock and other securities and property which such holder would have been entitled to receive upon such consolidation, merger, sale or transfer if he had held the Common Stock issuable upon the conversion of this Note immediately prior to such consolidation, merger, sale or transfer.

(vi)

In the event that at any time, as a result of an adjustment made pursuant to paragraph (i) above, the holder of this Note surrendered for conversion shall become entitled to receive any securities other than shares of Common Stock, thereafter the amount of such other securities so receivable upon conversion of this Note shall be subject to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the provisions with respect to the Common Stock contained in paragraphs (i) to (v), inclusive, above, and the provisions of this paragraph (6) with respect to the Common Stock shall apply on like terms to any such other securities.

(vii)

No adjustment in the Conversion Price shall be required unless such adjustment would require a change of at least l% in such price; provided, however, that any adjustments which by reason of this paragraph (vii) are not required to be made shall be carried forward and taken into account in any subsequent adjustment.

Whenever the Conversion Price is adjustable as herein provided, the Maker shall notify the Holder of this Note of the change in the Conversion Price within 30 days of any such change.

The Maker will at all times reserve, keep available and be prepared to issue, free from any preemptive rights, out of its authorized but unissued Common Stock, solely for the purpose of effecting conversion of this Note, the full number of shares of Common Stock then issuable upon the conversion of all outstanding Notes. The Maker shall from time to time, in accordance with the laws of the State of Delaware, endeavor to amend its Articles of Incorporation to increase the authorized amount of its Common Stock if at any time the authorized amount of its Common Stock remaining unissued shall be not sufficient to permit the conversion of this Note and all other securities of the Maker which are convertible into Common Stock. The Maker shall, if any shares of Common Stock required to be reserved for issuance upon conversion of this Note pursuant to this paragraph require registration with or approval of any governmen tal authority under any Federal or state law before such shares may be issued upon such conversion, endeavor to cause such shares to be so registered or approved as expeditiously as possible.

The Maker will pay any and all transfer taxes that may be payable in respect of the issue or delivery of shares of Common Stock on conversion of this Note pursuant hereto. The Maker shall not, however, be required to pay any tax which may be payable in respect of any transfer involved in the issue or transfer and delivery of shares of Common Stock in a name other than that in which this Note so converted was originally issued, and no such issue or delivery shall be made unless and until the person requesting such issue has paid to the Maker the amount of any such tax or has established to the satisfaction of the Maker that such tax has been paid.

In the event that this Note is collected by law or through an attorney at law, or under advice therefrom, the Maker agrees to pay all costs of collection, including reasonable attorneys' fees actually incurred. This Note shall be governed by the laws of the State of Florida.

Given under the hand and seal of the undersigned, the date and year indicated above.

DATED this 31st day of December, 2007.

GoldCorp Holdings, Co.

a Delaware corporation

/s/Pierre Quilliam

By: Pierre Quilliam, C.E.O

EX-10.5 9 ex105.htm MATERIAL CONTRACT EX10.5

Exhibit 10.5

PROMISSORY NOTE


$5,830.00 USD	June 30th, 2008

FOR VALUE RECEIVED, in cash and/or remuneration of accrued salary, GoldCorp Holdings, Co. (hereinafter referred to as the “Maker”), promises to pay to the order of Pierre Quilliam (Holder”), or assigns, at 2373 Landings Circle, Bradenton, Florida, USA, or at such other place as the Holder may from time to time designate in writing to the Maker, in lawful money of the United States of America, the principal sum of Five Thousands, Eight Hundred and Thirty US dollars ($5,830.00), at a rate of interest thereon from the date of this Note at Seven percent (7 %) per annum.

Payments of interest shall be made on a yearly basis from the date of this Note until maturity. This Note shall mature Twenty Four (24) months from the date of this Note, and shall be paid as follows: there shall be a payment of Four Hundred and Ten US dollars and Ten Cents ($408.10) on June 30th, 2009 and there shall be a final Principal balloon payment made to the Holder of Six Thousands, Two Hundred and Thirty Eight US Dollars and Ten Cents ($6,238.10) on or before June 30th, 2010 at which time all principal and accrued interest shall be payable in full.

-1-

-2-

The Conversion Price in effect at any time shall be subject to adjustment as follows:

(i)

(ii)

(iii)

For the purpose of any computation under paragraph (ii) above, the "Current Market Price" on any date shall be deemed to be the average of the bid price per share of Common Stock on the business day of the receipt of the monies evidenced by this note. The bid price shall be the one posted on the principal national securities exchange on which the Common Stock is listed or admitted to trading or, if it is not listed or admitted to trading on any national securities exchange, the closing bid price asfurnished by any member of the National Association of Securities Dealers, Inc., selected from time to time by the Maker for that purpose, or, if no member of the National Association of Securities Dealers, Inc. furnishes a bid or ask price for the Common stock, the book value of the Common Stock as determined from an unaudited balance sheet of the Maker prepared according to generally accepted accounting p rinciples as of a date which is 90 days preceding the date of the conversion.

-3-

(iv)

All calculations under this paragraph (6) shall be made to the nearest cent or the nearest l/100th of a share, as the case may be.

(v)

(vi)

(vii)

Whenever the Conversion Price is adjustable as herein provided, the Maker shall notify the Holder of this Note of the change in the Conversion Price within 30 days of any such change.

The Maker will at all times reserve, keep available and be prepared to issue, free from any preemptive rights, out of its authorized but unissued Common Stock, solely for the purpose of effecting conversion of this Note, the full number of shares of Common Stock then issuable upon the conversion of all outstanding Notes. The Maker shall from time to time, in accordance with the laws of the State of Delaware, endeavor to amend its Articles of Incorporation to increase the authorized amount of its Common Stock if at any time the authorized amount of its Common Stock remaining unissued shall be not sufficient to permit the conversion of this Note and all other securities of the Maker which are convertible into Common Stock. The Maker shall,if any shares of Common Stock required to be reserved for issuance upon conversion of this Note pursuant to this paragraph require registration with or approval of any government al authority under any Federal or state law before such shares may be issued upon such conversion, endeavor to cause such shares to be so registered or approved as expeditiously as possible.

-4-

Given under the hand and seal of the undersigned, the date and year indicated above.

DATED this 30th day of June, 2008.

GoldCorp Holdings, Co.

a Delaware corporation

/s/Pierre Quilliam

By: Pierre Quilliam, C.E.O

-5-

EX-10.6 10 ex106.htm MATERIAL CONTRACT EX10.6

Exhibit 10.6

PROMISSORY NOTE


$7,500.00 USD	December 31st, 2007

FOR VALUE RECEIVED, GoldCorp Holdings, Co. (hereinafter referred to as the “Maker”), promises to pay to the order of New Vision Financial, Ltd.(“Holder”), or assigns, at Suite#13, Oliaji Trade Center, Francis Rachel Street, Victoria, Seychelles, or at such other place as the Holder may from time to time designate in writing to the Maker, in lawful money of the United States of America, the principal sum of Seven Thousands, Five Hundred US dollars ($7,500.00), at a rate of interest thereon from the date of this Note at Seven percent (7 %) per annum.

Payments of interest shall be made on a yearly basis from the date of this Note until maturity. This Note shall mature Twenty Four (24) months from the date of this Note, and shall be paid as follows: there shall be a payment of Five Hundred and Twenty Five ($525.00) US Dollars on December 31st, 2008 and there shall be a final Principal balloon payment made to the Holder of Eight Thousands, and Twenty Five ($8,025.00) US Dollars on or before December 31st, 2009 at which time all principal and accrued interest shall be payable in full.

-1-

-2-

The Conversion Price in effect at any time shall be subject to adjustment as follows:

(i)

(ii)

(iii)

-3-

(iv)

All calculations under this paragraph (6) shall be made to the nearest cent or the nearest l/100th of a share, as the case may be.

(v)

(vi)

(vii)

Whenever the Conversion Price is adjustable as herein provided, the Maker shall notify the Holder of this Note of the change in the Conversion Price within 30 days of any such change.

The Maker will at all times reserve, keep available and be prepared to issue, free from any preemptive rights, out of its authorized but unissued Common Stock, solely for the purpose of effecting conversion of this Note, the full number of shares of Common Stock then issuable upon the conversion of all outstanding Notes. The Maker shall from time to time, in accordance with the laws of the State of Delaware, endeavor to amend its Articles of Incorporation to increase the authorized amount of its Common Stock if at any time the authorized amount of its Common Stock remaining unissued shall be not sufficient to permit the conversion of this Note and all other securities of the Maker which are convertible into Common Stock. The Maker shall, if any shares of Common Stock required to be reserved for issuance upon conversion of this Note pursuant to this paragraph require registration with or approval of any governmental authority under any Federal or state law before such shares may be issued upon such conversion, endeavor to cause such shares to be so registered or approved as expeditiously as possible.

-4-

Given under the hand and seal of the undersigned, the date and year indicated above.

DATED this 31st day of December, 2007.

GoldCorp Holdings, Co.

a Delaware corporation

/s/Pierre Quilliam

By: Pierre Quilliam, C.E.O

-5-
EX-10.7 11 ex107.htm MATERIAL CONTRACT EX10.7

Exhibit 10.7

PROMISSORY NOTE


$2,250.00 USD	December 31st, 2007

FOR VALUE RECEIVED, GoldCorp Holdings, Co. (hereinafter referred to as the “Maker”), promises to pay to the order of New Vision Financial, Ltd.(Holder), or assigns, at Suite#13, Oliaji Trade Center, Francis Rachel Street, Victoria, Seychelles, or at such other place as the Holder may from time to time designate in writing to the Maker, in lawful money of the United States of America, the principal sum of Two Thousands, Two Hundred and Fifty US dollars ($2,250.00), at a rate of interest thereon from the date of this Note at Seven percent (7 %) per annum.

Payments of interest shall be made on a yearly basis from the date of this Note until maturity. This Note shall mature Twenty Four (24) months from the date of this Note, and shall be paid as follows: there shall be a payment of One Hundred and Fifty Seven US dollars and Fifty Cents ($157.50) on December 31st, 2008 and there shall be a final Principal balloon payment made to the Holder of Two Thousands, Four Hundred and Seven US Dollars and Fifty Cents ($2,407.50) on or before December 31st, 2009 at which time all principal and accrued interest shall be payable in full.

Presentment for payment, demand, protest and notice of demand, notice of dishonor and notice of nonpayment and all other notices are hereby waived by Maker. No failure to accelerate the debt evidenced hereby by reason of default hereunder, acceptance of a past due installment, or indulgences granted from time to time shall be construed (1) as a novation of this Note or as a restatement of the indebtedness evidenced hereby or as a waiver of such right of acceleration orof the right of the Holder thereafter to insist upon strict compliance with the terms of this Note, or (2) to prevent the exercise of such right of acceleration or any other right granted hereunder or by applicable law; and Maker hereby expressly waives the benefit of any statute or rule of law or equity now provided, or which may hereafter be provided, which would produce a result contrary to or in conflict with the foregoing. No exten sion of the time for the payment of this Note or any installment due hereunder, made by agreement with any person now or hereafter liable for the payment of this Note shall operate to release, discharge, modify, change or affect the original liability of the Maker under this Note, either in whole or in part, unless the Holder agrees otherwise in writing. This Note may not be changed orally, but only by an agreement in writing signed by the party against whom enforcement of any waiver, change, modification or discharge is sought.

-1-

-2-

The Conversion Price in effect at any time shall be subject to adjustment as follows:

(i)

(ii)

(iii)

-3-

(iv)

All calculations under this paragraph (6) shall be made to the nearest cent or the nearest l/100th of a share, as the case may be.

(v)

(vi)

(vii)

Whenever the Conversion Price is adjustable as herein provided, the Maker shall notify the Holder of this Note of the change in the Conversion Price within 30 days of any such change.

-4-

Given under the hand and seal of the undersigned, the date and year indicated above.

DATED this 31st day of December, 2007.

GoldCorp Holdings, Co.

a Delaware corporation

/s/Pierre Quilliam

By: Pierre Quilliam, C.E.O

-5-

EX-10.8 12 ex108.htm MATERIAL CONTRACT EX10.8

Exhibit 10.8

PROMISSORY NOTE


$29,532.00 USD	June 30th, 2008

FOR VALUE RECEIVED, GoldCorp Holdings, Co. (hereinafter referred to as the “Maker”), promises to pay to the order of New Vision Financial, Ltd.(“Holder”), or assigns, at Suite#13, Oliaji Trade Center, Francis Rachel Street, Victoria, Seychelles, or at such other place as the Holder may from time to time designate in writing to the Maker, in lawful money of the United States of America, the principal sum of Twenty Nine Thousands, Five Hundred and Thirty Two US dollars ($29,532.00), at a rate of interest thereon from the date of this Note at Seven percent (7 %) per annum.

Payments of interest shall be made on a yearly basis from the date of this Note until maturity. This Note shall mature Twenty Four (24) months from the date of this Note, and shall be paid as follows: there shall be a payment of Two Thousands and Sixty Seven US Dollars and Twenty Four Cents ($2,067.24) on June 30th, 2009 and there shall be a final Principal balloon payment made to the Holder of Thirty One Thousands, Five Hundred and Ninety Nine US Dollars and Twenty Four Cents($31,599.24) on or before June 30th, 2010 at which time all principal and accrued interest shall be payable in full.

Presentment for payment, demand, protest and notice of demand, notice of dishonor and notice of nonpayment and all other notices are hereby waived by Maker. No failure to accelerate the debt evidenced hereby by reason of default hereunder, acceptance of a past due installment, or indulgences granted from time to time shall be construed (1) as a novation of this Note or as a restatement of the indebtedness evidenced hereby or as a waiver of such right of acceleration orof the right of the Holder thereafter to insist upon strict compliance with the terms of this Note, or (2) to prevent the exercise of such right of acceleration or any other right granted hereunder or by applicable law; and Maker hereby expressly waives the benefit of any statute or rule of law or equity now provided, or which may hereafter be provided, which would produce a result contrary to or in conflict with the foregoing. No exten sion of the time for the payment of this Note or any installment due hereunder, made by agreement with any person now or hereafter liable for the payment of this Note shall operate to release, discharge, modify, change or affect the original liability of the Maker under this Note, either in whole or in part, unless the Holder agrees otherwise in writing. This Note may not be changed orally, but only by an agreement in writing signed by the party against whom enforcement of any waiver, change, modification or discharge is sought.

-1-

-2-

The Conversion Price in effect at any time shall be subject to adjustment as follows:

(i)

(ii)

(iii)

-3-

(iv)

All calculations under this paragraph (6) shall be made to the nearest cent or the nearest l/100th of a share, as the case may be.

(v)

(vi)

(vii)

Whenever the Conversion Price is adjustable as herein provided, the Maker shall notify the Holder of this Note of the change in the Conversion Price within 30 days of any such change.

The Maker will at all times reserve, keep available and be prepared to issue, free from any preemptive rights, out of its authorized but unissued Common Stock, solely for the purpose of effecting conversion of this Note, the full number of shares of Common Stock then issuable upon the conversion of all outstanding Notes. The Maker shall from time to time, in accordance with the laws of the State of Delaware, endeavor to amend its Articles of Incorporation to increase the authorized amount of its Common Stock if at any time the authorized amount of its Common Stock remaining unissued shall be not sufficient to permit the conversion of this Note and all other securities of the Maker which are convertible into Common Stock. The Maker shall, "if any shares of Common Stock required to be reserved for issuance upon conversion of this Note pursuant to this paragraph require registration with or approval of any governme ntal authority under any Federal or state law before such shares may be issued upon such conversion, endeavor to cause such shares to be so registered or approved as expeditiously as possible.

-4-

Given under the hand and seal of the undersigned, the date and year indicated above.

DATED this 30th day of June, 2008.

GoldCorp Holdings, Co.

a Delaware corporation

/s/Pierre Quilliam

By: Pierre Quilliam, C.E.O

-5-

EX-21.1 13 ex21.htm SUBSIDARIES EX.21

Exhibit 21

Subsidiaries of Registrant

None.

EX-23.1 14 ex231.htm AUDITORS' CONSENT Exhibit 23.1

Exhibit 23

W. T. Uniack & Co., CPAs P.C.

1003 Weatherstone Parkway, Suite 320

Woodstock, Georgia 30188

November 13, 2008

GoldCorp Holdings Co.

5709 Manatee Avenue

West Bradenton, Florida 34209

As independent auditors of GoldCorp Holdings Co., we hereby consent to the incorporation of our report dated October 29, 2008, relating to the balance sheet of GoldCorp Holdings Co. as of December 31, 2007 and 2006, and the related statements of operations, changes in stockholders' equity and cash flows for the years ended December 31, 2007 and 2006 in the Form 10 Registration Statement of GoldCorp Holdings Co.

/s/ W.T. Uniack & Co., CPAs P.C.

W.T. Uniack & Co., CPAs P.C.

Woodstock, Georgia

November 13, 2008

-----END PRIVACY-ENHANCED MESSAGE-----


	Common Shares	Preferred Shares	Common Stock, At Par	Preferred Stock	Additional Paid in Capital	Accumulated Deficit/Other	Total Shareholder's Deficit

Balance at 12/31/05	47,585,766	-	$ 4,759	$ -	$ 3,626,662	$ (3,692,987)	$ (61,566)

Shares issued for services	40,000,000		4,000		156,000		160,000
Net loss						(228,095)	(228,095)
Balance at 12/31/06	87,585,766	-	8,759	-	3,782,662	(3,921,082)	(129,661)

Shares issued to acquire mining properties	90,000,000		9,000		351,000		360,000
Net income						(1,220,727)	(1,220,727)
Balance at 12/31/07	177,585,766	-	$ 17,759	$ -	$ 4,133,662	$ (5,141,809)	$ (990,388)