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-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, B1aLOnRX5z17LfSzu7+Z8hCaTox1fSGfA1VuSmmjmlcZ2G0GCz1yaver03Cyth/4 L0tE+Ao9LCr4UIcxfXjBOg== 0001091818-09-000244.txt : 20090817 0001091818-09-000244.hdr.sgml : 20090817 20090817080015 ACCESSION NUMBER: 0001091818-09-000244 CONFORMED SUBMISSION TYPE: 10-12G PUBLIC DOCUMENT COUNT: 13 FILED AS OF DATE: 20090817 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Silver Falcon Mining, Inc. CENTRAL INDEX KEY: 0001464830 IRS NUMBER: 261266967 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-12G SEC ACT: 1934 Act SEC FILE NUMBER: 000-53765 FILM NUMBER: 091017917 BUSINESS ADDRESS: STREET 1: 7322 MANATEE AVENUE, WEST, #299 CITY: BRADENTON STATE: FL ZIP: 34209 BUSINESS PHONE: 941-761-7819 MAIL ADDRESS: STREET 1: 7322 MANATEE AVENUE, WEST, #299 CITY: BRADENTON STATE: FL ZIP: 34209 10-12G 1 sfmi081309form10.htm REGISTRATION STATEMENT

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

SILVER FALCON MINING, INC.

(Exact name of registrant as specified in its charter)


Delaware		26-1266967
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

7322 Manatee Avenue West, #299, 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

Class A 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.	10

ITEM 2. FINANCIAL INFORMATION.	13

ITEM 3. PROPERTIES	20

ITEM 4. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	20

ITEM 5. DIRECTORS AND EXECUTIVE OFFICERS.	21

ITEM 6. EXECUTIVE COMPENSATION	23

ITEM 7. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE	24

ITEM 8. LEGAL PROCEEDINGS	25

ITEM 9. MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANT’S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.	25

ITEM 10. RECENT SALES OF UNREGISTERED SECURITIES.	26

ITEM 11. DESCRIPTION OF REGISTRANT’S SECURITIES TO BE REGISTERED	28

ITEM 12. INDEMNIFICATION OF DIRECTORS AND OFFICERS	28

ITEM 13. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.	29

ITEM 14. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE	29

ITEM 15. FINANCIAL STATEMENTS AND EXHIBITS	29

SIGNATURES	30

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ITEM 1. BUSINESS.

Overview

We were formed in the State of Delaware on October 15, 2007. On October 15, 2007, we completed a holding company reorganization with Dicut Holdings, Inc. (“Dicut”) pursuant to Section 251(g) of the Delaware General Corporation Law. Dicut previously operated in the information technology business, but ceased operations in 2005.

On September 14, 2007, Goldcorp Holdings Co. (“Goldcorp”) acquired an interest in 174.82 acres of land on War Eagle Mountain in Idaho, consisting of a 100% interest in 103 acres, and a 29.166% interest in 71.82 acres. In 2007, Goldcorp 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, Goldcorp decided not to renew 26 of the lease claims after it concluded that the land underlying the lease claims was not necessary to mine the area.

On October 11, 2007, we entered into a lease agreement with Goldcorp, under which we leased Goldcorp’s owned and leased acreage on War Eagle Mountain, Idaho. Under the lease, we are responsible for all mining activities on the land, and we are obligated to make 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 the property, and a royalty of 15% from any proceeds we receive from a smelter of ore produced from land. Pierre Quilliam, our chairman and chief executive officer, is also the chairman and chief executive officer of Goldcorp.

On September 21, 2008, we acquired from Mineral Extraction, Inc. all mineral, mining and access rights to two mining claims on War Eagle Mountain, covering 18.877 total acres, as well as claims for four mill site locations and the Sinker Tunnel location.

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.

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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.

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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.

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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 Celsius, 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.

Description of Mining Process

We are in the process of installing a mill at War Eagle Mountain that will be capable of processing 30 tons of ore per day through three circuits through a chemical free process. These circuits will operate as follows:

A crushing unit will reduce ore bearing rocks of various sizes to the size of a pea and smaller, and then mix the result with water in a steel ball mill to produce a cloudy liquid which is then strained through a <270 mm mesh strainer. The water will be provided by internal storage tanks and is recycled continuously, thus requiring only a small amount of water to make up for losses due to evaporation and spillage.

After the cloudy water is strained, it is then pumped into a concentrator, which is basically an inverted rubber bell that spins at a high rate of speed. The concentrator forces the slurry up the sides of the bell where the heavy metals escape the vessel through a series of holes around the top of the bell, where the metals fall as a paste into the next part of the process. The remaining water is then separated from the tailings produced during this part of the process and the tailings are then dried using a dewatering process. The dry tailings are stored in an outside tailings pile which will then be shaped consistent with the contours of the land and covered and seeded for preservation of land appearance.

The paste produced in step two is then remixed with clear water and put through a vibrating process where the heavy metals (Gold, Silver, Titanium, etc) are separated from other substances and deposited in sealed containers. The final product is then assayed and sent to the contracted refinery for purification. The remaining water is then pumped to the dewatering system where the water is extracted from the tailings for reuse, and the tailings sent to join the tailings from step two.

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We project that the installation and startup of the mill and the working capital to begin transport of ore to the mill for processing will necessitate a further investment of approximately $1.5 million, as follows:

The purchase and the preparation of property for mill use will cost us about $300,000;

The mill itself with installation and certification $260,000;

Completing the purchase of small tooling and powering the mill $150,000;

Moving ore to stockpile at the mill $230,000; and

Start up mill salaries until revenue flows in $430,000.

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

We will contract 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, less a mutually agreed to commission, as will be determined in the contract. Under our lease agreement with Goldcorp, we are obligated to pay a royalty of 15% of any amounts we receive from the processor.

Seasonality of Business

Weather conditions will affect our ability 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. We plan 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.

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Operational Risks

Mining involves a high degree of risk, which 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, state or local agencies. We are responsible for compliance with all applicable laws and regulations under the terms of our lease with Goldcorp, but the denial or vacating of permits needed by us could have a material adverse effect on our revenues. 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 our 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 our 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, is subject to stringent environmental regulation by 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.

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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 an d, in some cases, third parties 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 June 30, 2009, we had two 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.

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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 entering into the lease with Goldcorp in October 2007, we have experienced losses from our operations. Our ability to become profitable will be dependent on the receipt of revenues from our mining properties being greater than our operational expenses. We need to raise capital to finance the purchase and installation of mining equipment and for working capital in order to commence mining operations. Until we receive revenues from our mining operations, we are dependent on the deferral of salaries by our officers and loans from our officers to pay routine administrative expenses, and the willingness of business parties and consultants to accept our common shares as payment. If we cannot commence actual mining operations, we may never generate revenues and may never become profitable.

We Have No Operating History as a Mining Company, Which Makes It Hard To Evaluate Our Prospects.

We do not have any operating history as a mining company upon which to base an evaluation of our current business and future prospects. 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 Our Success in the Mining Business, Which Is Subject To Risks Inherent In The Mining Business

Our 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 our investment.

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 of Finance and Development. 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, our employment agreement with Mr. Quilliam permits him to have outside business interests, such that he is not required to devote 100% of his 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 Goldcorp and us. Mr. Breitkreuz does not have an employment agreement with us, and is permitted to spend time on outside business interests. 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 Goldcorp and us. The fact that Messrs. Quilliam and Breitkreuz have outside business interests could lessen their focus on our business.

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The Mining Industry Historically Is A Cyclical Industry And Market Fluctuations In The Prices Of Minerals Could Adversely Affect Our Business.

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 impairment. We do not 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.

If We 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 expect to obtain insurance before we formally commence mining operations, but at this time we do not carry insurance to cover any of these potential liabilities.

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

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, we are primarily responsible for compliance with all laws and regulations applicable to the mining operations, and our failure to comply could result in damages or claims for personal injury, clean-up costs and other environmental and property damages, as well as administrative, civil and criminal penalties. Prior to our commencement of mining operations, 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. Accordingly, 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 Market For Our Common Stock.

The trading market for our common stock is limited. Our common stock is trading on Pink Sheets and is not eligible for trading on any national or regional securities exchange or the Nasdaq National Market. We plan to apply for trading on the OTC Bulletin Board after we register our common stock under Section 12 of the Securities Exchange Act. 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.

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We Will Incur Significant Costs As A Result Of Operating As A Public Company. 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, Goldcorp acquired an interest in 174.82 acres of land on War Eagle Mountain, consisting of a 100% interest in 103 acres, and a 29.166% interest in 71.82 acres. Goldcorp 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.

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The purchase and the preparation of property for mill use will cost us about $300,000;

The mill itself with installation and certification $260,000;

Completing the purchase of small tooling and powering the mill $150,000;

Moving ore to stockpile at the mill $230,000; and

Start up mill salaries until revenue flows in $430,000.

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

Results of Operations

Fiscal Years ended December 31, 2008 and 2007

We are in the exploration stage and have generated no revenues in the years ended December 31, 2008 and 2007.

We reported losses from operations during the years ended December 31, 2008 and 2007 of ($3,361,188) and ($1,282,135), respectively. The increased loss in 2008 as compared to 2007 was largely attributable to the following factors:

Consulting fees increased from $1,120,571 in 2007 to $1,957,911 in 2008 as a result of greater use of consultants in connection with our efforts to commence mining operations on War Eagle Mountain;

Mill development expenses were $268,124 in 2008 as compared to $0 in 2007;

Costs incurred to improve the tunnel, pit and road at our mining site were $286,907 in 2008 as compared to $0 in 2007;

Salaries and wages increased to $156,500 in 2008 as compared to $125,000 in 2007 as the result of payments of $31,250 made to settle a tax debt of Mr. Quilliam incurred in connection with his role as an officer of Dicut, our former corporate parent;

General and administrative expenses increased to $676,629 in 2008 as compared to $36,564 in 2007 as a result of greater costs incurred to make our mine ready for active operations, including rent for a shop lease, repairs and maintenance to facilities and vehicle expenses.

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We reported net losses during the years ended December 31, 2008 and 2007 of ($3,399,970) and ($1,282,437), respectively. The increased loss in 2008 as compared to 2007 was largely attributable to increased loss from operations and increased interest expense resulting from higher interest-bearing debt in 2008 as compared to 2007. In particular, interest expense increased from $302 in 2007 to $38,782 in 2008.

Six Months ended June 30, 2009 and 2008

We are in the exploration stage and have generated no revenues in the six months ended June 30, 2009 and 2008.

We reported losses from operations during the six months ended June 30, 2009 and 2008 of ($1,128,585) and ($1,819,193), respectively. The decreased loss in 2009 as compared to 2008 was attributable to the following factors:

Consulting fees decreased from $1,651,289 in 2008 to $875,522 as a result of reduced use of consultants in 2009;

Salaries and wages increased from $62,500 in 2008 to $72,500 in 2009 as a result of payments of $10,000 made to settle a tax debt of Mr. Quilliam incurred in connection with his role as an officer of Dicut, our former corporate parent;

Depreciation expense increased to $78,481 in 2009 from $0 in 2008 as a result of the acquisition of substantial equipment to be used in our mining operations in 2009 and late 2008;

General and administrative expenses were substantially unchanged, as the decreased to $102,082 in 2009 as compared to $105,404 in 2008.

We reported net losses during the six months ended June 30, 2009 and 2008 of ($1,154,796) and ($1,843,271), respectively. The decreased loss in 2009 as compared to 2008 was largely attributable to a decrease in loss from operations offset by an increase in interest expense resulting from higher interest bearing debt in 2009. In particular, interest expense increased from $24,078 in 2008 to $26,211 in 2009.

Liquidity and Sources of Capital

Our balance sheet as of June 30, 2009 reflects cash of $83, current assets of $176,378, current liabilities of $1,249,092, and a working capital deficit of ($1,072,714).

At this time, we have no revenues. We do not expect to begin generating revenues until we commence actual mining operations, which is not expected to occur until October 2009. Until we begin receiving revenues from mining operations, 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. We plan to continue raising capital through the issuance of convertible notes, and we believe we have sufficient interest from investors to raise the capital we need to commence operations. We also plan to continue funding our development by issuing shares to acquire services that we need to commence operations.

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, 2008 and 2007, and the six months ended June 30, 2009, 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.

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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

Sales of all metals products sold directly to smelters, including by-product metals, are recorded as revenues when title and risk of loss transfer to the smelter (generally at the time of shipment) at estimated forward prices for the estimated month of settlement. Due to the time elapsed from shipment to the smelter and the final settlement with the smelter, we must estimate the prices at which sales of our metals will be settled. Previously recorded sales are adjusted to estimated settlement metals prices until final settlement by the smelter. Revenue is recognized, net of treatment and refining charges, from a sale when persuasive evidence of an arrangement exists, the price is determinable, the product has been delivered, the title has been transferred to the customer and collection of the sales price is reasonably assured. Concentrate sales are initially recorded based on 100% of the provisional sale s prices. Until final settlement occurs, adjustments to the provisional sales prices are made to take into account the mark-to-market changes based on the forward prices for the estimated month of settlement. For changes in metal quantities upon receipt of new information and assay, the provisional sales quantities are adjusted as well. The principal risks associated with recognition of sales on a provisional basis include metal price fluctuations between the date initially recorded and the date of final settlement. If a significant decline in metal prices occurs between the provisional pricing date and the final settlement-date, it is reasonably possible that the Company could be required to return a portion of the sales proceeds received based on the provisional invoice.

The Company’s sales based on a provisional sales price contain an embedded derivative that is required to be separated from the host contract for accounting purposes. The host contract is the receivable from the sale of the concentrates at the forward London Metal Exchange price at the time of sale. The embedded derivative, which does not qualify for hedge accounting, is marked to market through earnings each period prior to final settlement.

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.

Inventories

Inventories are stated at the lower of average costs incurred or estimated net realizable value. Major types of inventories include materials and supplies and metals product inventory, which is determined by the stage at which the ore is in the production process (stockpiled ore, work in process and finished goods).

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Materials and supplies inventory are valued at the lower of average cost or net realizable value.

Stockpiled ore inventory represents ore that has been mined, hauled to the surface, and is available for further processing. Stockpiles are measured by estimating the number of tons added and removed from the stockpile, the number of contained metal ounces or pounds (based on assay data) and the estimated metallurgical recovery rates (based on the expected processing method). Stockpile ore tonnages are verified by periodic surveys. Costs are allocated to a stockpile based on relative values of material stockpiled and processed using current mining costs incurred up to the point of stockpiling the ore, including applicable overhead, depreciation, depletion and amortization relating to mining operations, and removed at each stockpile’s average cost per recoverable unit.

Work in process inventory represents materials that are currently in the process of being converted to a saleable product and includes inventories in our milling process. In-process material is measured based on assays of the material fed into the process and the projected recoveries of the respective plants. In-process inventories are valued at the average cost of the material fed into the process attributable to the source material coming from the mines and stockpiles, plus the in-process conversion costs, including applicable depreciation relating to the process facilities incurred to that point in the process.

Finished goods inventory includes doré and concentrates at our operations, doré in transit to refiners and bullion in our accounts at refineries. Inventories are valued at the lower of full cost of production or net realizable value based on current metals prices.

Properties, Plants and Equipment

Costs are capitalized when it has been determined an ore body can be economically developed as a result of establishing proven and probable reserves. The development stage begins at new projects when our management and/or Board of Directors makes the decision to bring a mine into commercial production, and ends when the production stage, or exploitation of reserves, begins. Expenditures incurred during the development and production stages for new facilities, new assets or expenditures that extend the useful lives of existing facilities and major mine development expenditures are capitalized, including primary development costs such as costs of building access ways, shaft sinking, lateral development, drift development, ramps and infrastructure developments.

Costs for exploration, secondary development at operating mines, and maintenance and repairs on capitalized property, plant and equipment are charged to operations as incurred. Exploration costs include those relating to activities carried out (a) in search of previously unidentified mineral deposits, (b) at undeveloped concessions, or (c) at operating mines already containing proven and probable reserves, where a determination remains pending as to whether new target deposits outside of the existing reserve areas can be economically developed. Secondary development costs are incurred for preparation of an ore body for production in a specific ore block, stope or work area, providing a relatively short-lived benefit only to the mine area they relate to, and not to the ore body as a whole.

When assets are retired or sold, the costs and related allowances for depreciation and amortization are eliminated from the accounts and any resulting gain or loss is reflected in current period net income (loss). Idle facilities placed on standby basis are carried at the lower of net carrying value or estimated net realizable value.

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Proven and Probable Ore Reserves

At least annually, management reviews the reserves used to estimate the quantities and grades of ore at our mines which we believe can be recovered and sold economically. Management’s calculations of proven and probable ore reserves are based on engineering and geological estimates, including future metals prices and operating costs. From time to time, management obtains external audits of reserves. To date, we have not obtained any third party report regarding potential reserves on our owned and leased property at War Eagle Mountain, and accordingly we have not estimated that there are any proven or probable reserves on our property.

Reserve estimates will change as existing reserves are depleted through production and as production costs and/or metals prices change. A significant drop in metals prices may reduce reserves by making some portion of such ore uneconomic to develop and produce. Changes in reserves may also reflect that actual grades of ore processed may be different from stated reserve grades because of variation in grades in areas mined, mining dilution and other factors. Estimated reserves, particularly for properties that have not yet commenced production, may require revision based on actual production experience. It is reasonably possible that certain of our estimates of proven and probable ore reserves will change in the near term, which could result in a change to estimated future cash flows, associated carrying values of the asset and amortization rates in future reporting periods, among other things.

Declines in the market prices of metals, increased production or capital costs, reduction in the grade or tonnage of the deposit or an increase in the dilution of the ore or reduced recovery rates may render ore reserves uneconomic to exploit unless the utilization of forward sales contracts or other hedging techniques are sufficient to offset such effects. If our realized price for the metals we produce were to decline substantially below the levels set for calculation of reserves for an extended period, there could be material delays in the development of new projects, net losses, reduced cash flow, restatements or reductions in reserves and asset write-downs in the applicable accounting periods. Reserves should not be interpreted as assurances of mine life or of the profitability of current or future operations. No assurance can be given that the estimate of the amount of metal or the indicated level of recovery of these metals will be realized.

To date, we have not obtained any third party report regarding potential reserves on our owned and leased property at War Eagle Mountain, and accordingly we have not estimated that there are any proven or probable reserves on our property.

Depreciation, Depletion and Amortization

Capitalized costs are depreciated or depleted using the straight-line method or unit-of-production method at rates sufficient to depreciate such costs over the shorter of estimated productive lives of such facilities or the useful life of the individual assets. Productive lives do not exceed the useful life of the individual asset. Determination of expected useful lives for amortization calculations are made on a property-by-property or asset-by-asset basis at least annually. Our estimates for mineral reserves are a key component in determining our units of production depreciation rates. Our estimates of proven and probable ore reserves may change, possibly in the near term, resulting in changes to depreciation, depletion and amortization rates in future reporting periods.

Undeveloped mineral interests are amortized on a straight-line basis over their estimated useful lives taking into account residual values. At such time as an undeveloped mineral interest is converted to proven and probable reserves, the remaining unamortized basis is amortized on a unit-of-production basis as described above.

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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.

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.

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ITEM 3. PROPERTIES.

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

We also lease office space at 1385 Broadway, New York, under a lease that runs from October 1, 2008 to September 30, 2011 at a rate of $3,060 per month. Under the lease, we issued the lessor 1,250,000 shares of our common stock valued at $110,160 at the inception of the lease as payment of rent for the entire lease term.

We also lease warehouse space in Melba, Idaho for use in storing mining equipment. The lease is an oral, month-to-month lease which provides for lease payments of $2,000 per month.

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 June 30, 2009, 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.


	Class A Shares			Class B Shares
Name and Address of Beneficial Owner		Amount and Nature of Beneficial Ownership	Percent of Class (1)		Amount and Nature of Beneficial Ownership	Percent of Class (1)
New Vision Financial, Ltd. (2) Akara Bldg 24 De Castro Street Wickhams Cay British Virgin Islands		9,025,579	6.4%		-	0.0%

Denise Quilliam 5709 Manatee Avenue West Bradenton, Florida 34209		1,737,946	1.3%		1,737,946	81.3%

Pierre Quilliam 5709 Manatee Avenue West Bradenton, Florida 34209		120,250	0.1%		19,500	0.9%

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

All Officers and Directors as a Group		1,858,196	1.4%		1,757,446	82.2%

(1) Based upon 131,052,565 shares of Class A Common Stock issued and outstanding as of June 30, 2009, and 2,137,446 shares of Class B Common Stock issued and outstanding as of June 30, 2009.

(2) New Vision Financial, Ltd.’s shares include 52,632 shares of Class A Common Stock owned outright, as well as 8,972,947 shares of Class A Common Stock which it has the present right to acquire under notes which are convertible into common stock at its election. The notes have an aggregate principal amount of $597,850, and are convertible at various prices based on the market value of the Class A Common Stock on the date of issuance.

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Equity Compensation Plan Information

The following table provides information as of December 31, 2008 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	71	Chairman and Chief Executive Officer
Allan Breitkreuz	42	Executive Vice President of Finance and Development, Director
Denise Quilliam	71	Secretary/Director

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 our formation on October 15, 2007. Prior to that, Mr. Quilliam was a board member and chief financial officer of Dicut, our former corporate parent from 2001 to January 2006, and chairman and chief executive officer of Dicut from January 2006 to October 2007. In addition to his services as our office and director, Mr. Quilliam has been a director and officer of Goldcorp since November 2003. 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.

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Allan Breitkreuz has served as our vice president and a member of our board since November 1, 2008. In addition to his services as our office and director, Mr. Breitkreuz has been a director of Goldcorp since 2005, and its 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.

Denise Quilliam has served as a member of our board since October 30, 2007. On July 1, 2009, Ms. Quilliam became our corporate secretary. Other than her employment with us, Ms. Quilliam serves as a director of four private Canadian companies involved in real estate and finance, but has otherwise not been employed during the last five years. Ms. Quilliam received a B.S. degree in Teaching from the Ignace Bourget College in Quebec in 1957.

Mr. and Ms. Quilliam are married to each other.

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 three directors. During 2008, our board of directors had 33 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 adopted a Code of Business Conduct and Ethics which is filed herewith as Exhibit 14.

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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 $	Bonus $	Other $	Total $

Pierre Quilliam, Chairman, CEO and CFO (1)	2008 2007	$ 125,000 $ 26,042	$ -- $ 98,958	$ 46,299 (2) $ --	$ 156,250 $ 125,000

(1)

Mr. Quilliam’s compensation is based upon an employment agreement dated October 15, 2007, which provides for a base salary of $125,000 per year, plus a bonus of $98,958 in 2007.

(2)

Mr. Quilliam received other compensation of $31,250 in 2008 as a result of payments we made to settle a tax debt incurred in connection with his role as an officer of Dicut, our former corporate parent. Mr. Quilliam also received other compensation of $15,049 in 2008 as a result of car lease payments made on Mr. Quilliam’s behalf under his employment agreement.

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 October 15, 2007, which provides as follows:

Mr. Quilliam serves as our chief executive officer and our chief financial officer.

That Mr. Quilliam is entitled to a base salary of $125,000 per year, plus a bonus of $98,958 in 2007;

The term of the agreement is one year, two and a half 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.

We entered into an employment agreement with Denise Quilliam dated July 1, 2009. The terms are identical to our employment agreement with Mr. Quilliam, except that her base salary is $85,000, her title is Secretary, and her original term is for one year and six months (or until December 31, 2010).

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	-	-	-	-	-	-	-
Pierre Quilliam	-	-	-	-	-	-	-
Denise Quilliam	-	-	-	-	-	-	-

We do not have any policy regarding the compensation of directors and have paid no compensation for director services in the last two years.

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

As of December 31, 2008 and June 30, 2009, Goldcorp owed us $20,128 and $35,895, respectively, for sums we had advanced to Goldcorp. The amounts are non-interest bearing, unsecured demand loans.

Pierre Quilliam, our chairman and chief executive officer, is also the chairman and chief executive officer of Goldcorp. Mr. Breitkreuz, who is and officer and director of us, is also an officer and director of Goldcorp.

Pierre Quilliam has made loans to us from time to time. The loans are non-interest bearing, unsecured demand loans. The amount outstanding to Mr. Quilliam at December 31, 2007, December 31, 2008 and June 30, 2009 was $338,113, $171,037 and $119,828, respectively.

On November 2, 2007, we issued 1,737,946 shares of Class A Common Stock and 1,737,946 shares of Class B Common Stock to Denise Quilliam for consulting services valued at $278,072, or $0.08 per share. Denise Quilliam is the spouse of Pierre Quilliam. At the time of the issuance, Ms. Quilliam was one of our directors.

On November 2, 2007, we issued 30,700 shares of Class A Common Stock to Q-Prompt, Inc. for computer services valued at $2,456, or $0.08 per share. During 2008 we issued 251,051 of Class A Common Stock to Q-Prompt, Inc. for computer services valued at $18,250 in various transactions. During the six months ended June 30, 2009 we issued 266,910 of Class A Common Stock to Q-Prompt, Inc. for computer services valued at $9,995. Q-Prompt, Inc. is owned by the son of Mr. and Ms. Quilliam.

On November 11, 2008, we issued 40,981 shares of Class A Common Stock to Pascale Tutt for promotional merchandise valued at $3,074. Ms. Tutt is the daughter of Mr. and Ms. Quilliam.

On December 13, 2007, we issued 32,750 shares of Class A Common Stock to Pierre Quilliam for an expense reimbursement totaling $2,620, or $0.08 per share. On January 15, 2008, we issued 87,500 shares of Class A Common Stock to Pierre Quilliam for an expense reimbursement totaling $11,375, or $0.13 per share.

As of December 31, 2008 and June 30, 2009, Allan Breitkreuz, an officer and director of us, owed us $120,900 and $140,400, respectively. The amounts are non-interest bearing, unsecured demand loans.

-24-

In 2008 and from January 1, 2009 to June 30, 2009, we had paid $31,250 and $10,000 in taxes owed by Mr. Quilliam, which were incurred in connection with his role as officer of Dicut, our former corporate parent. In 2008, we issued 3,500,000 shares of Class A Common Stock to HEM Mutual Assurance, LLC to settle a legal claim against us and Mr. Quilliam arising out its prior investment in Dicut, our former parent.

From 2007 to 2009, we have issued various notes to investors to raise capital. The notes have a term of two years, bear interest at 7% per annum payable monthly, and are convertible into Class A Common Stock at the market price on the date of issuance of the note. Erna Breitkreuz, the mother of Allan Breitkreuz, has purchased $56,000 of convertible notes in the offering. Sherrie Breitkreuz, the sister of Allan Breitkreuz, has purchased $13,000 of convertible notes in the offering.

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 2007 and 2008, our common stock was traded on the Pink Sheets under the symbol “SFMI”. The following table summarizes the low and high prices for our common stock for each of the calendar quarters of 2007 and 2008.


	2007		2008
	High	Low	High	Low
First Quarter	-	-	0.15	0.03
Second Quarter	-	-	0.10	0.04
Third Quarter	-	-	0.165	0.065
Fourth Quarter	0.35	0.045	0.088	0.04

There were 131 shareholders of record of the common stock as of June 30, 2009. 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.

-25-

Dividend Policy

We have not declared any cash dividends on our Common Stock during our fiscal years ended on December 31, 2008 or 2007. 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:

Shares Issued in Holding Company Reorganization: We were formed on October 15, 2007 as a wholly-owned subsidiary of Dicut Holdings, Inc. (“Dicut”). On October 15, 2007, Dicut completed a holding company reorganization pursuant to Section 251(g) of the Delaware General Corporation Law, under which it merged with and into Dicut KLM, Inc. (“KLM”), which was our wholly-owned subsidiary. Under the merger, one share of our capital stock was issued in exchange for each outstanding share of common stock of Dicut of the same class (i.e., one share of our Class A Common Stock was issued in exchange for each share of Class A Common Stock of Dicut). As a result of the holding company reorganization, Dicut ceased to exist and KLM remained our wholly-owned subsidiary. After the reorganization, we disposed of KLM for nominal consideration. The issuance of the shares in the reorganization was exempt from registration pursuant to Rule 145 and various no action letters issued by the Securities and Exchange Commission.

Shares Issued in Minex Acquisition: On September 21, 2008, we issued 3,846,154 shares of Class A Common Stock to acquire all mineral, mining and access rights to two mining claims on War Eagle Mountain, covering 18.877 total acres, as well as claims for four mill site locations and the Sinker Tunnel location. The shares were valued at $376,923, which was the market price on the date of the acquisition. The shares were issued 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 the shares were not offered or sold by means of any form of general solicitation or general advertising. In our judgment, the recipient had knowledge of our assets, liabilities and business plan, and such information about us 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.

Shares Issued in Deep Rock, Inc. Acquisition: On January 23, 2009 we issued 7,719,235 shares of Class A Common Stock to purchase 100% of the outstanding common stock of Deep Rock, Inc, an Idaho corporation. The shares were valued at $355,085, which was the market price on the date of the acquisition. The shares were issued 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 the shares were not offered or sold by means of any form of general solicitation or general advertising. In our judgment, the recipient had knowledge of our assets, liabilities and business plan, and such information about us 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 cou ld not be sold or otherwise transferred without an effective registration or an exemption therefrom.

Shares Issued for Office Rent: In 2008, we issued 1,250,000 shares of Class A Common Stock to pay all of the rent due under a lease of office space in New York for three years. The shares were valued at $110,160, which was the amount of rent payable for the entire term of the lease. The shares were issued 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 the shares were not offered or sold by means of any form of general solicitation or general advertising. In our judgment, the recipient had knowledge of our assets, liabilities and business plan, and such information about us as was necessary to make an informed investment decision.

Shares Issued for Expense Reimbursements: In 2007, we issued 32,750 shares of Class A Common Stock to Mr. Quilliam for expense reimbursements totaling $2,620. In 2008, we issued 87,500 shares of Class A Common Stock to Mr. Quilliam for expense reimbursements totaling $11,375. The shares were valued at the market price on the date of the issuance. The shares were issued 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 the shares were not offered or sold by means of any form of general solicitation or general advertising. As our chairman and chief executive officer at the time, Mr. Quilliam had knowledge of our assets, liabilities and business plan, and such information about us 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 there from.

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Convertible Note Issuances: In 2007, we commenced an offering of convertible notes to raise capital. The notes have a term of two years, bear interest at 7% per annum payable monthly, and are convertible into Class A Common Stock at the market price on the date of issuance of the note. In 2007, we issued $28,000 of notes to two investors. In 2008, we issued $1,629,950 of notes to nine investors. From January 1, 2009 to June 30, 2009, we had issued $265,000 of notes to four investors. In 2008, we issued 7,107,716 shares of our Class A Common Stock upon conversion of notes with an aggregate principal amount of $373,500. The convertible notes, and the shares issued upon conversion of certain notes, were issued 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 the securities were not offered or sold by means of any form of general solicitation or general advertising. In our judgment, the recipients had knowledge of our assets, liabilities and business plan, and such information about us as was necessary to make an informed investment decision. A legend was placed on the notes and 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.

Shares Issued for Consulting Services: We have issued shares for consulting services in the following transactions:

In 2007, we issued 11,294,995 shares of Class A Common Stock and 1,737,946 shares of Class B Common Stock to various vendors for consulting services valued at $658,624 and $139,062, respectively.

In 2008, we issued 33,780,847 shares of Class A Common Stock to various vendors for consulting services valued at $2,360,231, of which $404,840 has been classified as prepaid expenses.

In 2009, we issued 2,076,849 shares of Class A Common Stock to various vendors for consulting services valued at $53,100.

All shares issued for consulting services were valued at the market price on the date of the issuance. The shares were originally issued in the belief that the issuance was exempt under Rule 701. We have since learned that many of the shares issued for services would not qualify for Rule 701, because for example we had exceeded the volume limitations in Rule 701 or issued the shares to persons other than natural persons. Accordingly, we alternatively claim the "private placement" exemption under Section 4(2) of the Securities Act for all of the shares issued for services. The issuances did not involve a public offering of securities, as the shares were not offered or sold by means of any form of general solicitation or general advertising. In our judgment, the recipients had knowledge of our assets, liabilities and business plan, and such information about us as was necessary to mak e an informed investment decision.

Shares Issued for Accounts Payable: In July 2009, we issued 6,000,000 shares of Class A Common Stock to a vendor in payment of accounts payable valued at $180,000. The shares were originally issued in the belief that the issuance was exempt under Rule 701. We have since learned that the issuance of the shares would not qualify for Rule 701, because for example we had exceeded the volume limitations in Rule 701. Accordingly, we alternatively claim the "private placement" exemption under Section 4(2) of the Securities Act for all of the shares issued for services. The issuances did not involve a public offering of securities, as the shares were not offered or sold by means of any form of general solicitation or general advertising. In our judgment, the recipient had knowledge of our assets, liabilities and business plan, and such information about us as was necessary to m ake an informed investment decision.

Shares Issued to Settle Potential Litigation Claim: In June 2008, we issued 3,500,000 shares of Class A Common Stock to HEM Mutual Assurance, LLC to settle a legal claim against us and Mr. Quilliam arising out of its investment in Dicut, our former corporate parent. While we believed we had good defenses to any suit, we determined that the cost of defending any claim would exceed the cost of the settlement. The shares were valued at $81,700, which was the market price on the date of the issuance. The shares were originally issued in the belief that the issuance was exempt under Rule 701. We have since learned that the issuance of the shares would not qualify for Rule 701, because for example we had exceeded the volume limitations in Rule 701 and the recipient was not a natural person. Accordingly, we alternatively claim the "private placement" exemption under Section 4( 2) of the Securities Act for all of the shares issued for services. The issuances did not involve a public offering of securities, as the shares were not offered or sold by means of any form of general solicitation or general advertising. In our judgment, the recipient had knowledge of our assets, liabilities and business plan, and such information about us as was necessary to make an informed investment decision.

We affected a 1 for 200 reverse split of its Common Stock on November 1, 2007. All share amounts are after giving effect to the reverse split.

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

We are authorized to issue 500,000,000 shares of Class A Common Stock with a par value of $0.0001 per share, and 12,500,000 shares of Class B Common Stock with a par value of $0.0001 per share. As of July 20, 2009, there were 143,129,414 and 2,137,446 shares of Class A Common Stock and Class B Common Stock issued and outstanding, respectively.

Each outstanding share of Class A 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, while each outstanding share of Class B Common Stock is entitled to forty votes, 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 Article Ten of our Certificate of Incorporation, we are required to indemnify and hold harmless, to the fullest extent permitted by Section 145 of the Delaware General Corporation Law, any and all persons whom it has the power to indemnify under Section 145, which generally includes any 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 e xpenses (including attorneys’ fees) reasonably incurred by such person. The indemnification provided by our Certificate of Incorporation shall not be deemed exclusive of any other rights to which those indemnified may be entitled under any Bylaw, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer, employee, or agent and shall inure to the benefit of the heirs, executors, and administrators of such a person.

Article Nine of our Certificate of Incorporation limits the personal liability of our directors to the fullest extent permitted by the provisions of Section 102(b)(7) of the General Corporation Law of the State of Delaware.

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, 2008, 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. In January 2009, 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 our formation on October 15, 2007.

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ITEM 15. FINANCIAL STATEMENTS AND EXHIBITS.

(a)

The financial statements filed herewith are:

(i)

Audited financial statements of Silver Falcon Mining, Inc. as of December 31, 2008 and 2007, and for the year ended December 31, 2008 and from October 15, 2007 (inception) to December 31, 2007, including a balance sheet, statement of operations, statement of cash flows, and statement of changes in stockholders’ deficit.

(ii)

Unaudited financial statements of Silver Falcon Mining, Inc. as of June 30, 2009, and for the six months ended June 30, 2009 and 2008, 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
2.1	Agreement and Plan of Merger by and among Dicut Holdings, Inc., Silver Falcon Mining, Inc. and Dicut KLM, Inc. dated October 12, 2007
3.1	Certificate of Incorporation of Silver Falcon Mining, Inc., a Delaware corporation, dated October 11, 2007
3.2	Certificate of Amendment of Certificate of Incorporation dated October 15, 2007
3.3	By-Laws


4.1	Form of Class A Common Stock certificate
4.2	Form of Convertible Promissory Note
10.1	Employment Agreement of Pierre Quilliam
10.2	Employment Agreement of Denise Quilliam
10.3	Lease Agreement between Goldcorp Holdings Co. and Silver Falcon Mining, Inc., dated October 11, 2007
14	Code of Business Conduct and Ethics
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.

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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.


	SILVER FALCON MINING, INC.
Dated: August 14, 2009	/s/ Pierre Quilliam
	Pierre Quilliam, Chief Executive Officer

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EXHIBIT A

SILVER FALCON MINING, INC.

(AN EXPLORATION STAGE COMPANY)

FINANCIAL STATEMENTS

FOR THE YEAR ENDED DECEMBER 31, 2008 AND THE PERIOD FROM OCTOBER 15, 2007 (INCEPTION) TO DECEMBER 31, 2007

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, 2008 and 2007	F-4
Statements of Operations for the year ended December 31, 2008 and the period from October 15, 2007 (inception) to December 31, 2007	F-5
Statements of Stockholders' Equity for the year ended December 31, 2008 and the period from October 15, 2007 (inception) to December 31, 2007	F-6
Statements of Cash Flows for the year ended December 31, 2008 and the period from October 15, 2007 (inception) to December 31, 2007	F-7
Notes to Financial Statements for the year ended December 31, 2008 and the period from October 15, 2007 (inception) to December 31, 2007	F-9

F-2

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board of Directors

Silver Falcon Mining, Inc.

(An Exploration Stage Company)

We have audited the accompanying balance sheet of Silver Falcon Mining, Inc. (the “Company”) (An Exploration Stage Company) as of December 31, 2008 and 2007 and the related statements of operations, stockholders’ deficit, and cash flows for the year ended December 31, 2008 and the period from October 15, 2007 (inception) to December 31, 2007. 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, 2008 and 2007, and the results of its operations and changes in stockholders’ deficit and its cash flows for the year ended December 31, 2008 and the period from October 15, 2007 (inception) to December 31, 2007, 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 12 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.

Alpharetta, Georgia

August 6, 2009

F-4

SILVER FALCON MINING, INC.

(AN EXPLORATION STAGE COMPANY)

BALANCE SHEET

DECEMBER 31, 2008 and 2007


ASSETS	2008	2007
Cash and cash equivalents	$ -	$ 3,367
Due from related party (see Note 9)	141,028	-
Total current assets	141,028	3,367

Prepaid expenses (see Note 6)	441,042	-
Mill Equipment, net of accumulated depreciation of $15,117 and $0 (see Note 5)	616,877	-
Mining Properties (see Note 4)	376,923	-

Total Assets	$ 1,575,870	$ 3,367

LIABILITIES AND STOCKHOLDERS’ DEFICIT

Liabilities:
Accounts payable	$ 560,739	$ 3,880
Accrued expenses	-	129,050
Accrued interest	16,704	302
Accrued compensation	250,000	125,000
Notes payable – current (see Note 7)	28,000	-
Director’s loan	171,037	338,113
Total current liabilities	1,026,480	596,345

Notes payable (see Note 7)	1,256,450	28,000
Total liabilities	2,282,930	624,345

Stockholders' equity:
Class A Common Stock, 500,000,000 shares authorized, 97,843,962 and 48,271,745 shares issued and outstanding at December 31, 2008 and 2007, respectively	9,784	4,827
Class B Common stock, par value $0.0001, 12,500,000 shares authorized, 2,137,446 shares issued and outstanding at December 31, 2008 and 2007	214	214
Additional paid in capital	3,965,349	656,418
Accumulated deficit	(4,682,407)	(1,282,437)
Total stockholders' deficit	(707,060)	(620,978)

Total Liabilities and Stockholders' Deficit	$ 1,575,870	$ 3,367

See accompanying notes to financial statements

F-5

SILVER FALCON MINING, INC.

(AN EXPLORATION STAGE COMPANY)

STATEMENTS OF OPERATIONS

FOR THE YEAR ENDED DECEMBER 31, 2008 AND THE PERIOD

FROM OCTOBER 15, 2007 (INCEPTION) TO DECEMBER 31, 2007


		2008	2007

Revenue		$ -	$ -

Expenses

	Consulting fees	$ 1,957,911	$ 1,120,571
	Mill development expense	268,124	-
	Tunnel, road, Pit development	286,907	-
	Salaries and wages	156,500	125,000
	Depreciation expense	15,117	-
	General and administrative	676,629	36,564
		3,361,188	1,282,135

Loss from operations		(3,361,188)	(1,282,135)

	Interest expense	(38,782)	(302)

Net Loss		$ (3,399,970)	$ (1,282,437)


Net loss per common share - basic		$ (0.05)	$ (0.03)

Weighted average number of common shares outstanding		73,302,400	41,225,919

Net loss per common share - fully diluted		$ (0.04)	$ (0.03)

Weighted average number of common shares outstanding		82,210,308	41,505,593

F-6

See accompanying notes to financial statements.

SILVER FALCON MINING, INC.

(AN EXPLORATION STAGE COMPANY)

STATEMENTS OF STOCKHOLDERS' DEFICIT

FOR THE YEAR ENDED DECEMBER 31, 2008 AND THE PERIOD

FROM OCTOBER 15, 2007 (INCEPTION) TO DECEMBER 31, 2007


	COMMON STOCK		COMMON STOCK		ADDITIONAL
	SERIES A		SERIES B		PAID IN	ACCUMULATED
	SHARES	AMOUNT	SHARES	AMOUNT	CAPITAL	DEFICIT	TOTAL

Balance as of October 15, 2007	36,944,000	$ 3,694	399,500	$ 40	$ (3,694)	$ -	$ 40

Issuance of common stock for services	11,294,995	1,129	1,737,946	174	657,495		658,798
Issuance of common stock for expenses	32,750	3			2,617		2,620
Net loss						(1,282,437)	(1,282,437)

Balance as of December 31, 2007	48,271,745	$ 4,827	2,137,446	$ 214	656,418	$ (1,282,437)	$ (620,978)

Issuance of common stock for services	33,780,847	3,378		-	2,356,853		2,360,230
Issuance of common stock for rent	1,250,000	125		-	110,035		110,160
Issuance of common stock for settlement	3,500,000	350			81,350		81,700
Issuance of common stock for expenses	87,500	9			11,366		11,375
Issuance of common stock for notes payable conversions	7,107,716	711		-	372,789		373,500
Issuance of common stock for purchase of mining properties	3,846,154	385		-	376,538		376,923
Net loss						(3,399,970)	(3,399,970)

Balance as of December 31, 2008	97,843,962	$ 9,784	2,137,446	$ 214	$ 3,965,349	$ (4,682,407)	$ (707,060)

See accompanying notes to financial statements.

F-7

SILVER FALCON MINING, INC.

(AN EXPLORATION STAGE COMPANY)

STATEMENT OF CASH FLOWS

FOR THE YEAR ENDED DECEMBER 31, 2008 AND THE PERIOD

FROM OCTOBER 15, 2007 (INCEPTION) TO DECEMBER 31, 2007


			2008	2007

Cash flows from operating activities

	Net Loss		$ (3,399,970)	$ (1,282,437)
		Adjustments to reconcile net loss to net cash used in operating activities:
		Issuance of common stock for services	2,563,466	661,459
		Increase (decrease) in operating assets and liabilities:
		Depreciation	15,117	-
		Prepaid expenses	(441,042)	-
		Due from related party	(141,028)	-
		Accounts payable and accrued expenses	427,810	132,930
		Accrued interest	16,402	302
		Accrued payroll and payroll liabilities	125,000	125,000
	Net cash used in operating activities		(834,247)	(362,746)

Cash flows from investing activities

	Purchase of equipment		(631,994)	-
	Net cash used in investing activities		(631,994)	-

Cash flows from financing activities

	Proceeds from note payable		1,629,950	28,000
	Proceeds from Directors loans		-	338,113
	Repayments of Directors loans		(167,076)	-
	Net cash provided by financing activities		1,462,874	366,113

	Net increase in cash		(3,367)	3,366.77

	Cash - beginning of year		3,367	-
	Cash - end of year		$ -	$ 3,367

		SUPPLEMENTARY DISCLOSURE OF NONCASH TRANSACTIONS

		Shares issued for notes payable conversion	373,500	-
		Shares issued for purchase mining properties	376,923	-

See accompanying notes to financial statements

F-8

SILVER FALCON MINING, INC.

(AN EXPLORATION STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2008 and 2007

NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS

Silver Falcon Mining, Inc. (the “Company”) was formed in the State of Delaware on October 11th, 2007. On October 15, 2007, we completed a holding company reorganization with Dicut, Inc. (“Dicut”) pursuant to Section 251(g) of the Delaware General Corporation Law. Dicut previously operated in the information technology business, but ceased operations in 2005.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Revenue Recognition

F-9

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.

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.

Inventories

Materials and supplies inventory are valued at the lower of average cost or net realizable value.

F-10

Properties, Plants and Equipment

F-11

Proven and Probable Ore Reserves

Depreciation, Depletion and Amortization

F-12

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.

Reclamation and Remediation Costs (Asset Retirement Obligations)

At our operating properties, we accrue costs associated with environmental remediation obligations in accordance with Statement of Financial Accounting Standards (SFAS) No. 143, “Accounting for Asset Retirement Obligations.” SFAS No. 143 requires us to record a liability for the present value of our estimated environmental remediation costs, and the related asset created with it, in the period in which the liability is incurred. The liability will be accreted and the asset will be depreciated over the life of the related assets. Adjustments for changes resulting from the passage of time and changes to either the timing or amount of the original present value estimate underlying the obligation will be made.

At our non-operating properties, we accrue costs associated with environmental remediation obligations when it is probable that such costs will be incurred and they are reasonably estimable. Estimates for reclamation and other closure costs are prepared in accordance with SFAS No. 5 “Accounting for Contingencies,” or Statement of Position 96-1 “Environmental Remediation Liabilities.” Costs of future expenditures for environmental remediation are not discounted to their present value unless subject to a contractually obligated fixed payment schedule. Such costs are based on management’s current estimate of amounts to be incurred when the remediation work is performed, within current laws and regulations.

F-13

Future closure, reclamation and environmental-related expenditures are difficult to estimate, in many circumstances, due to the early stage nature of investigations, and uncertainties associated with defining the nature and extent of environmental contamination and the application of laws and regulations by regulatory authorities and changes in reclamation or remediation technology. We periodically review accrued liabilities for such reclamation and remediation costs as evidence becomes available indicating that our liabilities have potentially changed. Changes in estimates at our non-operating properties are reflected in current period net income (loss). Accruals for closure costs, reclamation and environmental matters for operating and nonoperating properties totaled $0 million at December 31, 2008.

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.

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.

F-14

Significant Recent Accounting Pronouncements

In May 2009, the Financial Accounting Standards Board (“FASB”) issued FASB Statement No. 165 “Subsequent Events” (“FAS 165”) which establishes accounting and reporting standards for events that occur after the balance sheet date but before financial statements are issued or are available to be issued. The statement sets forth (i) the period after the balance sheet date during which management of a reporting entity should evaluate events or transactions that may occur for potential recognition or disclosure in the financial statements, (ii) the circumstances under which an entity should recognize events or transactions occurring after the balance sheet in its financial statements, and (iii) the disclosures that an entity should make about events or transactions occurring after the balance sheet date in its financial statements. The Company adopted the provisions of FAS 165 for the interim period ended June 30, 2009. The adoption of FAS 165 had no impact on the Company’s financial position, results of operations or cash flows.

In April 2009, the FASB issued FSP No. FAS 157-4, “Determining Fair Value When the Volume and level of Activity for the Asset or Liability Have Significantly Decreased and Identifying Transactions That Are Not Orderly” (“FSP FAS 157-4”). FSP FAS 157-4 provides guidance on estimating fair value when market activity has decreased and on identifying transactions that are not orderly. Additionally, entities are required to disclose in interim and annual periods the inputs and valuation techniques used to measure fair value. This FSP is effective for interim and annual periods ending after June 15, 2009. The Company does not expect the adoption of FSP FAS 157-4 will have no material impact on its financial condition or results of operations.

In October 2008, the FASB issued FSP No. FAS 157-3, “Determining the Fair Value of a Financial Asset When the Market for That Asset is Not Active,” (“FSP FAS 157-3”), which clarifies application of SFAS 157 in a market that is not active. FSP FAS 157-3 was effective upon issuance, including prior periods for which financial statements have not been issued. The adoption of FSP FAS 157-3 had no impact on the Company’s results of operations, financial condition or cash flows.

In December 2008, the FASB issued FSP No. FAS 140-4 and FIN 46(R)-8, “Disclosures by Public Entities (Enterprises) about Transfers of Financial Assets and Interests in Variable Interest Entities.” This disclosure-only FSP improves the transparency of transfers of financial assets and an enterprise’s involvement with variable interest entities, including qualifying special-purpose entities. This FSP is effective for the first reporting period (interim or annual) ending after December 15, 2008, with earlier application encouraged. The Company adopted this FSP effective January 1, 2009. The adoption of the FSP had no impact on the Company’s results of operations, financial condition or cash flows.

In December 2008, the FASB issued FSP No. FAS 132(R)-1, “Employers’ Disclosures about Postretirement Benefit Plan Assets” (“FSP FAS 132(R)-1”). FSP FAS 132(R)-1 requires additional fair value disclosures about employers’ pension and postretirement benefit plan assets consistent with guidance contained in SFAS 157. Specifically, employers will be required to disclose information about how investment allocation decisions are made, the fair value of each major category of plan assets and information about the inputs and valuation techniques used to develop the fair value measurements of plan assets. This FSP is effective for fiscal years ending after December 15, 2009. The Company does not expect the adoption of FSP FAS 132(R)-1 will not have a material impact on its financial condition or results of operations.

F-15

In September 2008, the FASB issued exposure drafts that eliminate qualifying special purpose entities from the guidance of SFAS No. 140, “Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities,” and FASB Interpretation 46 (revised December 2003), “Consolidation of Variable Interest Entities − an interpretation of ARB No. 51,” as well as other modifications. While the proposed revised pronouncements have not been finalized and the proposals are subject to further public comment, the Company anticipates the changes will not have a significant impact on the Company’s financial statements. The changes would be effective March 1, 2010, on a prospective basis.

In May 2008, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 163, “Accounting for Financial Guarantee Insurance Contracts-and interpretation of FASB Statement No. 60”. SFAS No. 163 clarifies how Statement 60 applies to financial guarantee insurance contracts, including the recognition and measurement of premium revenue and claims liabilities. This statement also requires expanded disclosures about financial guarantee insurance contracts. SFAS No. 163 is effective for fiscal years beginning on or after December 15, 2008, and interim periods within those years. SFAS No. 163 has no effect on the Company’s financial position, statements of operations, or cash flows at this time.

In May 2008, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 162, “The Hierarchy of Generally Accepted Accounting Principles”. SFAS No. 162 sets forth the level of authority to a given accounting pronouncement or document by category. Where there might be conflicting guidance between two categories, the more authoritative category will prevail. SFAS No. 162 will become effective 60 days after the SEC approves the PCAOB’s amendments to AU Section 411 of the AICPA Professional Standards. SFAS No. 162 has no effect on the Company’s financial position, statements of operations, or cash flows at this time.

In March 2008, the Financial Accounting Standards Board, or FASB, issued SFAS No. 161, Disclosures about Derivative Instruments and Hedging Activities—an amendment of FASB Statement No. 133. This standard requires companies to provide enhanced disclosures about (a) how and why an entity uses derivative instruments, (b) how derivative instruments and related hedged items are accounted for under Statement 133 and its related interpretations, and (c) how derivative instruments and related hedged items affect an entity’s financial position, financial performance, and cash flows. This Statement is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008, with early application encouraged. Adoption of SFAS No. 161 has no effect on Company’s financial position, results of operations or cash flows.

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. This statement will impact how the Company accounts for future business combinations.

F-16

NOTE 3 – LEASE OF MINING PROPERTIES

On October 11, 2007, Goldcorp leased its mineral rights on War Eagle Mountain to us. The mineral rights consist of 174.82 acres of land on War Eagle Mountain in Idaho, consisting of a 100% interest in 103 acres, and a 29.166% interest in 71.82 acres, plus an additional 44 lease claims obtained from the U.S. Bureau of Land Management. Under the lease, we are responsible for all mining activities on War Eagle Mountain, and we are obligated to pay Goldcorp annual lease payments of $1,000,000, payable on a monthly basis, a monthly non-accountable 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 we receive from the processing of ore mined from the properties. The lease provides that lease payments must commence April 1, 2008, but that we may extend the commencement date to July 1, 2009, in which even t the lease term will be extended by an equal amount of time. We currently expect to begin actual operations in October 2009.

NOTE 4 – PURCHASE OF MINING PROPERTY

NOTE 5 – MILL EQUIPMENT

During 2008 the Company purchased equipment to be used on our mining properties totaling $631,994. The following table summarizes the Company’s equipment as of December 31, 2008.


Mill equipment		$ 631,994
Accumulated depreciation		(15,117)
		$ 616,877

NOTE 6 – PREPAID EXPENSES

On October 1, 2008, we entered into a Commercial Lease Agreement, under which we leased office space in New York, New York. Under the Commercial Lease Agreement, we issued the lessor 1,250,000 shares of our Class A Common Stock at the inception of the lease in full payment of lease payments under the lease totaling $110,160. The Company capitalized the lease payment as a prepaid expense, and is amortizing the amount on a monthly basis over the life of the lease.

In 2008, we issued 5,250,000 shares of our Class A Common Stock for consulting contracts with terms of 24 to 36 months. The shares were valued at $404,840. The Company capitalized the consulting fee payments as a prepaid expense, and is amortizing the amounts over the lives the consulting agreements.

NOTE 7 – NOTES PAYABLE

In 2007 and 2008, we issued two-year promissory notes with an aggregate principal amount of $28,000 and 1,629,950, respectively, to various investors. Interest accrues on the notes at the rate of 7% per year, and is payable monthly. Principal and interest due on the notes is convertible into shares of Class A Common Stock at the election of the holder at conversion prices ranging from $0.027 to $0.12 per share.

F-17

The conversion price of the notes is set at the market price of the Class A Common Stock on the date of issuance. The notes mature at various dates ranging from October 10, 2009 to December 30, 2010.

During 2008, we issued 7,107,716 shares of our common stock upon conversion of notes payable with an aggregate principal amount of $373,500.

On December 31, 2008 and 2007, the outstanding principal balance on the two-year promissory notes was $1,284,450 and $28,000, respectively.

At December 31, 2008, an aggregate of 21,246,789 shares of Class A Common Stock were issuable upon conversion of the notes.

NOTE 8 - 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, 2008 and 2007:


	December 31, 2008		December 31, 2007

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	%

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, 2008			December 31, 2007

Deferred tax assets	$	1,802,727		$	493,738

Less valuation allowance	(1,802,727		)	(493,738		)

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.

F-18

At December 31, 2008, the Company had net operating loss carryforwards of approximately $4,682,407 which will be available to offset future taxable income. These net operating loss carryforwards expire at various times through 2028. 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 9 - RELATED PARTY TRANSACTIONS

On October 11, 2007, Goldcorp leased its mineral rights on War Eagle Mountain to us. Under the lease, we are responsible for all mining activities on War Eagle Mountain, and we are obligated to pay Goldcorp annual lease payments of $1,000,000, payable on a monthly basis, a monthly non-accountable 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 we receive from the processing of ore mined from the properties. The lease provides that lease payments must commence April 1, 2008, but that we may extend the commencement date to July 1, 2009, in which event the lease term will be extended by an equal amount of time. As of December 31, 2008 Goldcorp owed us $20,128 for sums we had advanced to Goldcorp. The amounts are non-interest bearing, unsecured demand loans. Pierre Quilliam, our chairman and chief executiv e officer, is also the chairman and chief executive officer of Goldcorp. Mr. Breikreuz, who is and officer and director of us, is also an officer and director of Goldcorp.

Pierre Quilliam has made loans to us from time to time. The loans are non-interest bearing, unsecured demand loans. The amount outstanding to Mr. Quilliam at December 31, 2007 and 2008 was $338,113 and $171,037, respectively.

On November 2, 2007, we issued 30,700 shares of Class A Common Stock to Q-Prompt, Inc. for computer services valued at $2,456, or $0.08 per share. During 2008 we issued 251,051 of Class A Common Stock to Q-Prompt, Inc. for computer services valued at $18,250 in various transactions. Q-Prompt, Inc. is owned by the son of Mr. and Ms. Quilliam.

On November 11, 2008, we issued 40,981 shares of Class A Common Stock to Pascale Tutt for promotional merchandise valued at $3,074. Ms. Tutt is the daughter of Mr. and Ms. Quilliam.

During the year ended December 31, 2008, we paid $31,250 in taxes owed by Mr. Quilliam which were incurred in connection with his role as an officer of Dicut, our former corporate parent.

In June 2008, we issued 3,500,000 shares of Class A Common Stock to HEM Mutual Assurance, LLC to settle a legal claim against us and Mr. Quilliam arising out its prior investment in Dicut, our former parent.

F-19

As of December, 31, 2008 loans receivable from Allan Breitkreuz, an Officer and Director, totaled $120,900. The amounts are non-interest bearing, unsecured demand loans.

NOTE 10 - COMMITMENTS AND CONTINGENCIES

On September 15, 2007, we entered into an employment agreement with Pierre Quilliam under which we agreed to pay a base salary of Mr. Quilliam $125,000 per year, and a bonus of $98,958 in 2007.

On October 11, 2007, we entered into a lease agreement with Goldcorp, under which we leased its mineral rights on War Eagle Mountain. Under the lease, we are responsible for all mining activities on War Eagle Mountain, and we are obligated to pay Goldcorp annual lease payments of $1,000,000, payable on a monthly basis, a monthly non-accountable 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 we receive from the processing of ore mined from the properties. The lease provides that lease payments must commence April 1, 2008, but that we may extend the commencement date to July 1, 2009, in which event the lease term will be extended by an equal amount of time.

NOTE 11 - CAPITAL STOCK

We are authorized to issue 500,000,000 shares of Class A Common Stock with a par value of $0.0001 per share, and 12,500,000 shares of Class B Common Stock with a par value of $0.0001 per share. Class A Common Stock and Class B Common Stock have equal rights to dividends and distributions. However, Each outstanding share of Class A Common Stock is entitled to one vote on all matters that may be voted upon by the owners thereof at meetings of the stockholders, while each outstanding share of Class B Common Stock is entitled to forty votes on all matters that may be voted upon by the owners thereof at meetings of the stockholders. As of December 31, 2008, there were 97,843,962 and 2,137,446 shares of Class A Common Stock and Class B Common Stock issued and outstanding, respectively.

2008 Transactions: During the year ended December 31, 2008, the Company issued shares of Common Stock in the following transactions: Share prices were based on current market value as of the date of the date of invoice for services rendered.

33,780,847 shares of Class A Common Stock were issued to various vendors for consulting services valued at $2,360,231, of which $404,840 has been classified as prepaid expenses.

1,250,000 shares of Class A Common Stock were issued for prepaid office rent valued at $110,160.

F-20

7,107,716 shares of Class A Common Stock were issued upon conversion of notes payable with an aggregate principal amount of $373,500.

3,846,154 shares of Class A Common Stock were issued to purchase property valued at $376,923.

87,500 shares of Class A Common Stock were issued for expense reimbursements totaling $11,375.

3,500,000 shares of Class A Common Stock were issued to HEM Mutual Assurance, LLC to settle a potential legal claim arising out of its investment in Dicut, our former corporate parent. The shares were valued at $81,700, which was the market price on the date of the issuance.

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

11,294,995 shares of Class A Common Stock and 1,737,946 shares of Class B Common Stock were issued to various vendors for consulting services valued at $658,624 and $139,062, respectively.

32,750 shares of Class A Common Stock were issued for expense reimbursements totaling $2,620.

As of December 31, 2008, the Company had outstanding notes payable to various investors in the original principal amount of $1,284,450. All of the notes are convertible into shares of Class A Common Stock at election of the holder at conversion prices ranging from $0.027 to $0.12 per share. Maturity dates range from October 10, 2009 to December 30, 2010. At December 31, 2008, an aggregate of 21,246,789 shares of Class A Common Stock were issuable upon conversion of the notes.

All shares issued for services were valued at the market price on the date of issuance. The conversion prices on all convertible notes were set at the market price on the date on the issuance of the convertible note.

As of December 31, 2008 and 2007, the Company did not have outstanding any options, warrants or securities convertible or exchangeable into common stock, other than as discussed above.

The Company affected a 1 for 200 reverse split of its Common Stock on November 1, 2007. All share amounts are after giving effect to the reverse split.

NOTE 12 – 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 ($3,399,970) and ($1,282,437) for the years ended December 31, 2008 and 2007, 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.

F-21

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 13 – SUBSEQUENT EVENTS (UNAUDITED)

On January 23, 2009 the Company issued 7,719,235 shares of Class A Common Stock valued at $355,085 to purchase 100% of the outstanding common stock of Deep Rock, Inc, an Idaho corporation. Deep Rock, Inc. was not engaged in active operations. The purpose of the acquisition was to acquire approximately $180,000 of equipment needed in the Company’s mining operations. In addition, we owed Deep Rock $125,000, which debt was cancelled in connection with the acquisition.

On July 1, 2009, we entered into an employment agreement with Denise Quilliam under which we agreed to pay Ms. Quilliam $84,000 per year.

During the six months ended June 30, 2009, the Company issued 25,489,368 shares of Class A Common Stock to various vendors for consulting services valued at $1,093,274.

During July 2009, the Company issued shares of Class A Common Stock in the following transactions:

6,000,000 shares of Class A Common Stock were issued to a vendor in payment of accounts payable valued at $180,000.

2,076,849 shares of Class A Common Stock were issued to various vendors for consulting services valued at $53,100.

EXHIBIT B

SILVER FALCON MINING, INC.

(AN EXPLORATION STAGE COMPANY)

CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED JUNE 30, 2009 AND 2008

G-1

TABLE OF CONTENTS


	PAGE
Balance Sheets as of June 30, 2009 and December 31, 2008	G-3
Statements of Operations for the six months ended June 30, 2009 and 2008	G-4
Statements of Stockholders' Equity for the six months ended June 30, 2009 and 2008	G-5
Statements of Cash Flows for the six months ended June 30, 2009 and 2008	G-6

G-2

SILVER FALCON MINING, INC.

(AN EXPLORATION STAGE COMPANY)

CONSOLIDATED BALANCE SHEET

JUNE 30, 2009 AND DECEMBER 31, 2008


		JUNE 30, 2009	DECEMBER 31, 2008
		(UNAUDITED)	(AUDITED)
ASSETS

	Cash	$ 83	$ -
	Due from related party (see Note 7)	176,295	141,028
	Total current assets	176,378	141,028
	Mill equipment, net of accumulated depreciation of 93,598 and 15,117, respectively (see Note 5)	721,773	616,877
	Mining property	376,923	376,923
	Prepaid expenses (see Note 6)	635,675	441,042
	Other assets	15,796	-
Total Assets		$ 1,926,545	$ 1,575,870

LIABILITIES AND STOCKHOLDERS' EQUITY

	Accounts payable	$ 357,655	$ 560,739
	Accrued interest	609	16,704
	Notes payable - current portion (see Note 3)	458,500	28,000
	Director's Loan	119,828	171,037
	Accrued compensation	312,500	250,000
	Total current liabilities	1,249,092	1,026,480

	Notes payable (see Note 3)	1,090,950	1,256,450

	Total liabilities	2,340,042	2,282,930

STOCKHOLDERS' EQUITY

	Common stock, class A, Par value $0.0001, 500,000,000 shares authorized, 131,052,565 and 97,843,962, issued and outstanding, respectively	13,105	9,784
	Common stock, class B, Par value $0.0001, 12,500,000 shares authorized, 2,137,446 issued and outstanding	214	214
	Additional paid in capital	5,410,387	3,965,349
	Accumulated deficit	(5,837,203)	(4,682,407)
		(413,497)	(707,060)

Total liabilities and stockholders' equity		$ 1,926,545	$ 1,575,870

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See accompanying notes to financial statements

SILVER FALCON MINING, INC.

(AN EXPLORATION STAGE COMPANY)

STATEMENTS OF OPERATIONS

FOR THE SIX MONTHS ENDED JUNE 30, 2009 AND 2008

(UNAUDITED)


		2009	2008

Revenue		$ -	$ -


Expenses

	Consulting fees	875,522	1,651,289
	Salaries and wages	72,500	62,500
	Depreciation expense	78,481	-
	General and administrative	102,082	105,404
		1,128,585	1,819,193

Loss from operations		(1,128,585)	(1,819,193)

	Interest expense	(26,211)	(24,078)

Net Loss		$ (1,154,796)	$ (1,843,271)


Net loss per common share - basic		$ (0.01)	$ (0.03)

Weighted average number of common shares outstanding		121,059,518	57,101,458

Net loss per common share - fully diluted		$ (0,01)	$ (0.03)

Weighted average number of common shares outstanding		145,842,883	60,337,197

See accompanying notes to financial statements.

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SILVER FALCON MINING, INC.

(AN EXPLORATION STAGE COMPANY)

CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE SIX MONTHS ENDED JUNE 30, 2009 AND 2008

(UNAUDITED)


			2009	2008
Cash flows from operating activities

	Net Loss		$ (1,154,796)	$ (1,843,271)
		Adjustments to reconcile net loss to net cash used in operating activities:
		Issuance of common stock for services	1,093,274	1,327,729
		Change in acquired assets and liabilities
		Increase (decrease) in operating assets and liabilities:
		Depreciation	78,481	-
		Due from related party	(35,267)	(117,000)
		Prepaid expenses	(194,633)	-
		Other assets	(15,796)	-
		Accounts payable and accrued expenses	(71,156)	(136)
		Accrued interest	(16,095)	15,138
		Accrued payroll and payroll liabilities	62,500	62,500

	Net cash used in operating activities		(253,488)	(555,040)

Cash flows from investing activities

	Net cash used in investing activities		-	-

Cash flows from financing activities

	Proceeds from notes payable		265,000	670,000
	Cash acquired in acquisition		39,780	-
	Repayments of Directors loans		(51,209)	(109,282)

	Net cash provided by financing activities		253,571	560,718

	Net increase in cash		83	5,678

	Cash - beginning of year		-	3,367
	Cash - end of year		$ 83	$ 9,045


SUPPLEMENTARY DISCLOSURE OF NON-CASH TRANSACTIONS

Shares issued for acquisition	355,085	-

See companying notes to financial statements.

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SILVER FALCON MINING, INC.

(AN EXPLORATION STAGE COMPANY)

STATEMENTS OF STOCKHOLDERS' DEFICIT

FOR THE SIX MONTHS ENDED JUNE 30, 2009

(UNAUDITED)


	COMMON STOCK		COMMON STOCK		ADDITIONAL
	SERIES A		SERIES B		PAID IN	ACCUMULATED
	SHARES	AMOUNT	SHARES	AMOUNT	CAPITAL	DEFICIT	TOTAL
Balance as of December 31, 2008	97,843,962	$ 9,784	2,137,446	$ 214	$ 3,965,349	$ (4,682,407)	$ (707,060)

Issuance of common stock for services	25,489,368	2,549			1,090,725		1,093,274
Issuance of common stock for acquisition	7,719,235	772			354,313		355,085
Net loss						(1,154,796)	(1,154,796)

Balance as of June 30, 2009	131,052,565	$ 13,105	2,137,446	$ 214	$ 5,410,387	$ (5,837,203)	$ (413,497)

See accompanying notes to financial statements.

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SILVER FALCON MINING, INC.

(AN EXPLORATION STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED JUNE 30, 2009 AND 2008

(UNAUDITED)

NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS

On October 11th, 2007, Goldcorp leased its mineral rights on War Eagle Mountain to us. Under the lease, we are responsible for all mining activities on War Eagle Mountain, and we are obligated to pay Goldcorp annual lease payments of $1,000,000, payable on a monthly basis, a monthly non-accountable 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 we receive from the processing of ore mined from the properties. The lease provides that lease payments must commence April 1, 2008, but that we may extend the commencement date to July 1, 2009, in which event the lease term will be extended by an equal amount of time. We currently expect to begin actual operations in October 2009.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Revenue Recognition

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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 a 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 metho d and security investments is included in Note 15.

Inventories

Materials and supplies inventory are valued at the lower of average cost or net realizable value.

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Properties, Plants and Equipment

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Idle facilities placed on standby basis are carried at the lower of net carrying value or estimated net realizable value.

Proven and Probable Ore Reserves

Depreciation, Depletion and Amortization

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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

Stock Based Compensation

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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

In May 2009, the Financial Accounting Standards Board (“FASB”) issued FASB Statement No. 165 “Subsequent Events” (“FAS 165”) which establishes accounting and reporting standards for events that occur after the balance sheet date but before financial statements are issued or are available to be issued. The statement sets forth (i) the period after the balance sheet date during which management of a reporting entity should evaluate events or transactions that may occur for potential recognition or disclosure in the financial statements, (ii) the circumstances under which an entity should recognize events or transactions occurring after the balance sheet in its financial statements, and (iii) the disclosures that an entity should make about events or transactions occurring after the balance sheet date in its financial statements. The Company adopted the provisions of FAS 165 for the inter im period ended June 30, 2009. The adoption of FAS 165 had no impact on the Company’s financial position, results of operations or cash flows.

G-13

In May 2008, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 162, “The Hierarchy of Generally Accepted Accounting Principles”. SFAS No. 162 sets forth the level of authority to a given accounting pronouncement or document by category. Where there might be conflicting guidance between two categories, the more authoritative category will prevail. SFAS No. 162 will become effective 60 days after the SEC approves the PCAOB's amendments to AU Section 411 of the AICPA Professional Standards. SFAS No. 162 has no effect on the Company's financial position, statements of operations, or cash flows at this time.

G-14

NOTE 3 – NOTES PAYABLE

During the first six months of 2009 we issued two-year promissory notes with an aggregate principal amount of $265,000. Interest accrues at a rate of 7% annually but payable monthly. Principal and interest due on the notes is convertible into common stock at the election of the holder at conversion prices ranging from $0.019 to $0.053 per share. Maturity dates range from January 12, 2011 to June 24, 2011.

On June 30, 2009 the outstanding principal balance on the two-year promissory notes was $1,549,450

NOTE 4 – ACQUISITION OF DEEP ROCK, INC.

On January 23, 2009 the Company issued 7,719,235 shares of Class A Common Stock valued at $355,085 to purchase 100% of the outstanding common stock of Deep Rock, Inc, an Idaho Corporation.

NOTE 5 – MILL EQUIPMENT

The Company acquired mill equipment totaling $183,377 through the acquisition of Deep Rock, Inc. The following table summarizes the Company’s equipment as of March 31, 2009.


Mill equipment		$ 815,371
Accumulated depreciation		(93,598)
		$ 721,773

G-15

NOTE 6 – PREPAID EXPENSES

The Company issued 10,000,000 of Class A Common Stock for consulting contracts with terms of 12 to 48 months totaling $454,500. The Company will amortize prepaid consulting fees over the lives of the contracts.

NOTE 7 - RELATED PARTY TRANSACTIONS

On October 11, 2007, Goldcorp leased its mineral rights on War Eagle Mountain to us. Under the lease, we are responsible for all mining activities on War Eagle Mountain, and we are obligated to pay Goldcorp annual lease payments of $1,000,000, payable on a monthly basis, a monthly non-accountable 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 we receive from the processing of ore mined from the properties. The lease provides that lease payments must commence April 1, 2008, but that we may extend the commencement date to July 1, 2009, in which event the lease term will be extended by an equal amount of time. We currently expect to begin actual operations in October 2009. As of June 30, 2009 GoldCorp owed us $35,895. The amounts are non-interest bearing, unsecured demand loans. Pierre Quilliam, our chai rman and chief executive officer, is also the chairman and chief executive officer of Goldcorp. Mr. Breitkreuz, who is and officer and director of us, is also an officer and director of Goldcorp.

During the six months ended June 30, 2009 we issued 266,910 of Class A Common Stock to Q-Prompt, Inc. for computer services valued at $9,995. Q-Prompt, Inc. is owned by the son of Mr. Quilliam.

During the six months ended June 30, 2009, we paid $10,000 in taxes owed by Mr. Quilliam which were incurred in connection with his role as an officer of Dicut, our former corporate parent.

As of June 30, 2008 loans receivable from Allan Breitkreuz, an Officer and Director, totaled $140,400. The amounts are non-interest bearing, unsecured demand loans.

NOTE 8 - COMMITMENTS AND CONTINGENCIES

On September 15, 2007, we entered into an employment agreement with Pierre Quilliam under which we agreed to pay a base salary of Mr. Quilliam $125,000 per year, and a bonus of $98,958 in 2007.

NOTE 9 - CAPITAL STOCK

G-16

At June 30, 2009 the Company's authorized capital stock was 500,000,000 shares of Class A Common Stock, par value $0.0001 per share, and 12,500,000 shares of Class B Common Stock, par value $0.0001 per share. As of June 30, 2009, there were 131,052,565 and 2,137,446 shares of Class A Common Stock and Class B Common Stock issued and outstanding, respectively.

During the six months ended June 30, 2009, the Company issued shares of Class A Common Stock in the following transactions:

On January 23, 2009 the Company issued 7,719,235 shares of Class A Common Stock valued at $355,085 to purchase 100% of the outstanding common stock of Deep Rock, Inc, an Idaho Corporation.

25,489,368 shares of Class A Common Stock were issued to various vendors for consulting services valued at $1,093,274 of which $454,500 has been classified as prepaid expenses.

As of June 30, 2009, the Company had outstanding notes payable to various investors in the original principal amount of $1,549,450. All of the notes are convertible into shares of Class A Common Stock at election of the holder at conversion prices ranging from $0.019 to $0.053 per share. Maturity dates range from January 12, 2011 to June 24, 2011. At June 30, 2009, an aggregate of 29,983,681 shares of Class A Common Stock were issuable upon conversion of the notes.

As of June 30, 2009, the Company did not have outstanding any options, warrants or securities convertible or exchangeable into common stock, other than as discussed above.

NOTE 10 – 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 ($1,154,796) for the six months ended June 30, 2009. 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 11 – SUBSEQUENT EVENTS

On July 1, 2009, we entered into an employment agreement with Denise Quilliam under which we agreed to pay Ms. Quilliam $84,000 per year.

During July 2009, the Company issued shares of Class A Common Stock in the following transactions:

6,000,000 shares of Class A Common Stock were issued to a vendor in payment of accounts payable valued at $180,000.

2,076,849 shares of Class A Common Stock were issued to various vendors for consulting services valued at $53,100.

G-17

EX-2.1 2 ex21.htm AGREEMENT OF MERGER

Exhibit 2.1

AGREEMENT AND PLAN OF MERGER

AGREEMENT AND PLAN OF MERGER dated as of October 12, 2007 (the "Merger Agreement"), between Dicut Holdings, Inc., a Delaware corporation ("Dicut"), Silver Falcon Mining, Inc., a Delaware corporation ("Silver Falcon"), and Dicut KLM, Inc., a Delaware corporation ("KLM").

WHEREAS, on the date hereof, Dicut has authority to issue 10,000,000,000 shares of Class A Common Stock, $0.0001 par value per share, of which 7,014,498,842 shares are issued and outstanding, and 250,000,000 shares of Class B Common Stock, $0.0001 par value per share, of which 79,900,000 shares are issued and outstanding (such Class A Common Stock and Class B Common Stock shall be collectively referred to as the “Dicut Capital Stock”);

WHEREAS, on the date hereof, Silver Falcon has authority to issue 10,000,000,000 shares of common stock, $0.0001 par value per share, of which 1,000 shares are issued, outstanding and owned by Dicut, and 250,000,000 shares of Class B Common Stock, $0.0001 par value per share, of which no shares are outstanding (such Class A Common Stock and Class B Common Stock shall be collectively referred to as the “Silver Falcon Capital Stock”);

WHEREAS, on the date hereof, KLM has authority to issue 10,000,000,000 shares of common stock, $0.0001 par value per share, of which 1,000 shares are issued, outstanding and owned by Silver Falcon, and 250,000,000 shares of Class B Common Stock, $0.0001 par value per share, of which no shares are outstanding (such Class A Common Stock and Class B Common Stock shall be collectively referred to as the “KLM Capital Stock”);

WHEREAS, the respective Boards of Directors of Dicut, KLM, and Silver Falcon have determined that it is advisable and in the best interests of each of such corporations that they reorganize into a holding company structure pursuant to Section 251(G) of the Delaware General Corporation Law, under which Silver Falcon would survive as the holding company, by the merger of Dicut with and into KLM, and with each holder of Dicut Capital Stock receiving one share of Silver Falcon Capital Stock of the same class in exchange for such share of Dicut Capital Stock;

WHEREAS, under the respective certificates of incorporation of Dicut and Silver Falcon, the Dicut Capital Stock has the same designations, rights and powers and preferences, and the qualifications, limitations and restrictions thereof, as the Silver Falcon Capital Stock which will be exchanged therefor pursuant to the holding company reorganization;

WHEREAS, the certificate of incorporation and bylaws of Silver Falcon, as the holding company, immediately following the merger will contain provisions identical to the certificate of incorporation and bylaws of Dicut immediately prior to the merger, other than differences permitted by Section 251(G) of the Delaware General Corporation Law;

WHEREAS, the certificate of incorporation of Dicut is identical to the certificate of incorporation of KLM immediately prior to the merger, other than differences permitted by Section 251(G) of the Delaware General Corporation Law pursuant to this Merger Agreement;

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WHEREAS, the Boards of Directors of Dicut, Silver Falcon and KLM have approved this Merger Agreement, shareholder approval not being required pursuant to Section 251(G) of the Delaware General Corporation Law;

WHEREAS, the parties hereto intend that the reorganization contemplated by this Merger Agreement shall constitute a tax-free reorganization pursuant to Section 368(a)(1) of the Internal Revenue Code;

NOW, THEREFORE, in consideration of the mutual agreements and covenants herein contained, Dicut, KLM and Silver Falcon hereby agree as follows:

Merger. Dicut shall be merged with and into KLM (the "Merger"), and KLM shall be the surviving corporation (hereinafter sometimes referred to as the "Surviving Corporation"). The Merger shall become effective upon the later of the date and time of filing a certified copy of this Merger Agreement with the Secretary of State of the State of Delaware in accordance with Section 251(G) of the Delaware General Corporation Law or October 15, 2007 (the "Effective Time").

Certificate of Incorporation of the Surviving Corporation. At the Effective Time, the Certificate of Incorporation of KLM, in effect immediately prior to the Effective Time, shall be amended as set forth below and as so amended shall thereafter continue in full force and effect as the Certificate of Incorporation of the Surviving Corporation until further amended as provided therein and under the Delaware General Corporation Law.

(a) Article Four shall be amended to read in its entirety as follows:

"FOURTH. The aggregate number of shares which the Corporation shall have the authority to issue is One Thousand (1,000) shares of Common Stock, par value $0.0

+001 per share."

(b) Article Twelve shall be added and will read as follows:

"TWELFTH. Holding Company. Any act or transaction by or involving the Corporation that requires for its adoption under the Delaware General Corporation Law or under this Certificate of Incorporation the approval of the Corporation's stockholders shall, pursuant to Section 251(G) of the Delaware General Corporation Law, require, in addition, the approval of the stockholders of the Corporation's holding company, Silver Falcon Holdings, Inc., or any successor by merger, by the same vote as is required by the Delaware General Corporation Law and/or by the Certificate of Incorporation of the Corporation."

Succession. At the Effective Time, the separate corporate existence of Dicut shall cease, and KLM shall succeed to all of the assets and property (whether real, personal or mixed), rights, privileges, franchises, immunities and powers of Dicut, and KLM shall assume and be subject to all of the duties, liabilities, obligations and restrictions of every kind and description of Dicut, including, without limitation, all outstanding indebtedness of Dicut, all in the manner and as more fully set forth in Section 251(G) of the Delaware General Corporation Law.

-2-

Directors. The directors of Dicut immediately prior to the Effective Time shall be the directors of the Surviving Corporation and Silver Falcon at and after the Effective Time, to serve until the expiration of their respective terms and until their successors are duly elected and qualified.

Officers. The officers of Dicut immediately preceding the Effective Time shall be the officers of the Surviving Corporation and Silver Falcon at and after the Effective Time until their successors are duly elected and qualified.

Conversion of Securities. At the Effective Time, by virtue of the Merger and without any action on the part of the holder thereof:

(a)

each share of Class A Common Stock of Dicut issued and outstanding immediately prior to the Effective Time shall be changed and converted into and shall be one fully paid and nonassessable share of Class A Common Stock of Silver Falcon;

(b)

each share of Class B Common Stock of Dicut issued and outstanding immediately prior to the Effective Time shall be changed and converted into and shall be one fully paid and nonassessable share of Class B Common Stock of Silver Falcon;

(c)

each share of Dicut Capital Stock held in the of Dicut immediately prior to the Effective Time shall be cancelled and retired;

(d)

each option, warrant, purchase right, unit or other security of Dicut convertible into shares of Dicut Capital Stock shall become convertible into the same number of shares of the same class of Silver Falcon Capital Stock as such security would have received if the security had been converted into shares of Dicut Capital Stock immediately prior to the Effective Time, and Silver Falcon shall reserve for purposes of the exercise of such options, warrants, purchase rights, units or other securities an equal number of shares of Silver Falcon Capital Stock as Dicut had reserved; and

(e)

each share of Silver Falcon Capital Stock issued and outstanding in the name of Dicut immediately prior to the Effective Time shall be cancelled and retired and resume the status of authorized and unissued shares of Silver Falcon Capital Stock.

Other Agreements. At the Effective Time, Silver Falcon shall assume any obligation of Dicut to deliver or make available shares of Dicut Capital Stock under any agreement or employee benefit plan not referred to in Paragraph 6 herein to which Dicut is a party. Any reference to Dicut Capital Stock under any such agreement or employee benefit plan shall be deemed to be a reference to the same class of Silver Falcon Capital Stock which the share of Dicut Capital Stock is entitled to receive under this Merger Agreement, and one share of Silver Falcon Capital Stock of the same class shall be issuable in lieu of each share of Dicut Capital Stock required to be issued by any such agreement or employee benefit plan, subject to subsequent adjustment as provided in any such agreement or employee benefit plan.

-3-

Further Assurances. From time to time, as and when required by the Surviving Corporation or by its successors or assigns, there shall be executed and delivered on behalf of Dicut such deeds and other instruments, and there shall be taken or caused to be taken by it all such further and other action, as shall be appropriate, advisable or necessary in order to vest, perfect or conform, of record or otherwise, in the Surviving Corporation, the title to and possession of all property, interests, assets, rights, privileges, immunities, powers, franchises and authority of Dicut, and otherwise to carry out the purposes of this Merger Agreement, and the officers and directors of the Surviving Corporation are fully authorized, in the name and on behalf of Dicut or otherwise, to take any and all such action and to execute and deliver any and all such deeds and other instruments.

Certificates. At and after the Effective Time, all of the outstanding certificates which immediately prior thereto represented shares of Dicut Capital Stock shall be deemed for all purposes to evidence ownership of and to represent the shares of Silver Falcon Capital Stock into which the shares of Dicut Capital Stock represented by such certificates have been converted as herein provided and shall be so registered on the books and records of Silver Falcon and its transfer agent. The registered owner of any such outstanding certificate of Dicut Capital Stock shall, until such certificate shall have been surrendered for transfer or otherwise accounted for to Silver Falcon or its transfer agent, have and be entitled to exercise any voting and other rights with respect to, and to receive any dividends and other distributions upon, the shares of Silver Falcon Capital Stock, as the case may be, into which said certif icate is convertible, as above provided.

10.

Amendment. The parties hereto, by mutual consent of their respective boards of directors, may amend, modify or supplement this Merger Agreement prior to the Effective Time.

11.

Compliance with Section 251(G) of the Delaware General Corporation Law. Prior to the Effective Time, the parties hereto will take all steps necessary to comply with Section 251(G) of the Delaware General Corporation Law, including without limitation, the following:

Certificate of Incorporation and By-Laws of Silver Falcon. At the Effective Time, the Certificate of Incorporation and By-Laws of Silver Falcon shall be in the form of the Certificate of Incorporation and By-Laws of Dicut, as in effect immediately prior to the Effective Time.

Directors and Officers of Silver Falcon. At the Effective Time, the directors and officers of Dicut immediately prior to the Effective Time shall be the directors and officers of Silver Falcon, in the case of directors, until their successors are elected and qualified and, in the case of officers, to serve at the pleasure of the Board of Directors of Silver Falcon.

Filings. Prior to the Effective Time, the Surviving Corporation shall cause a certified copy of this Agreement to be executed and filed with the Delaware Secretary of State. Prior to the Effective Time, to the extent necessary to effectuate any amendments to the certificates of incorporation of the Surviving Corporation and Silver Falcon contemplated by this Agreement, each of the Surviving Corporation and Silver Falcon shall cause to be filed with the Delaware Secretary of State such certificates or documents required to give effect thereto.

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12.

Termination. This Merger Agreement may be terminated, and the Merger and the other transactions provided for herein may be abandoned, at any time prior to the Effective Time, whether before or after approval of this Merger Agreement by the board of directors of KLM, Silver Falcon and Dicut, by action of the board of directors of Dicut if it determines for any reason, in its sole judgment and discretion, that the consummation of the Merger would be inadvisable or not in the best interests of Dicut and its stockholders.

13.

Counterparts. This Merger Agreement may be executed in one or more counterparts, and each such counterpart hereof shall be deemed to be an original instrument, but all such counterparts together shall constitute but one agreement.

14.

Descriptive Headings. The descriptive headings herein are inserted for convenience of reference only and are not intended to be part of or to affect the meaning or interpretation of this Merger Agreement.

15.

Governing Law. This Merger Agreement shall be governed by and construed in accordance with the laws of the State of Delaware.

IN WITNESS WHEREOF, Dicut, Silver Falcon and KLM have caused this Merger Agreement to be executed and delivered as of the date first above written.


DICUT HOLDINGS, INC., a Delaware corporation _________________________________ Name: Richard Kaiser Title: Vice President	SILVER FALCON MINING, INC., a Delaware corporation _________________________________ Name: Richard Kaiser Title: Vice President

DICUT KLM, INC., a Delaware corporation _________________________________ Name: Richard Kaiser Title: Vice President

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CERTIFICATION

STATE OF GEORGIA

COUNTY OF DEKALB

Before me, a Notary Public in and for said County, personally appeared Pierre Quilliam, the Vice President of Dicut Holdings, Inc., Silver Falcon Mining, Inc. and Dicut KLM, Inc., on the ___ day of October, 2007, who certified that the foregoing Agreement and Plan of Merger was adopted by the board of directors of Dicut Holdings, Inc., Silver Falcon Mining, Inc. and Dicut KLM, Inc. pursuant to Section 251(G) of the Delaware General Corporation Law, and that the conditions in the first sentence of Section 251(G) have been satisfied.

IN TESTIMONY WHEREOF, I have hereunto subscribed my name and affixed by notary seal on the day and year last aforesaid.

______________________________

Richard Kaiser

Sworn to and subscribed before me

the _____ day of October, 2007.

_______________________________

Commission Expires: _____________

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EX-3.1 3 ex31.htm CERTIFICATE OF INCORPORATION

Exhibit 3.1

CERTIFICATE OF INCORPORATION

SILVER FALCON MINING, INC.

The undersigned, a natural person, for the purpose of organizing a corporation for conducting business and promoting the purposes hereinafter stated, under the provision and subject to the requirements of the laws of the State of Delaware (particularly Chapter 1, Title 8 of the Delaware Code and the acts amendatory thereof and supplemental thereto, and known, identified, and referred to as the "General Corporation Law of the State of Delaware"), hereby certifies that:

FIRST: The name of the corporation (hereinafter called the "corporation") is called Silver Falcon Mining, Inc.

SECOND: The address, including street, number, city, and county, of the registered office of the corporation in the State of Delaware is 341 Raven Cr., Wyoming, Delaware 19934, and the name of the register agent of the corporation in the State of Delaware at such address is Corp USA.

THIRD: The purpose of the corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware.

FOURTH: The corporation has the authority to issue not more than:

(a)

Ten Billion (10,000,000,000) shares of Class A Common Stock, $0.0001 per value;

(b)

Two Hundred and Fifty Million (250,000,000) shares of Class B Common Stock $0.0001 par value.

The powers, preferences and rights of the Class A Common Stock and Class B Common Stock, and the qualifications, limitations and restrictions thereof, shall be in all respects identical except as otherwise required by law or expressly provided in this Certificate of Incorporation. The record holders of Common Stock shall be entitled to receive such dividends and other distributions in cash, stock or property of the Corporation as may be declared thereon by the board of directors out of funds legally available therefore. Each share of Class A Common Stock and each share of Class B Common Stock shall have identical rights with respect to dividends and distributions (including distributions in connection with any recapitalization, and upon liquidation, dissolution or winding up of the Corporation); provided, that dividends or distributions payable on Common Stock in shares of Common Stock shall be made only to all holder s of Common Stock, and may be made only in shares of Class A Common Stock to the record holders of Class A Common Stock and in shares of Class B Common Stock to the record holders of Class B Common Stock. On each matter that the holders of Common Stock are entitled to vote, each share of Class A Common Stock shall be entitled to one (1) vote per share and each share of Class B Common Stock shall be entitled to forty (40) votes per share.

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FIFTH: The name and mailing address of the incorporator are as follows:


NAME	ADDRESS

Robert J. Mottern	Jones, Haley & Mottern, P.C. 115 Perimeter Center Place Suite 170 Atlanta, Georgia 30340

SIXTH: The corporation is to have perpetual existence.

SEVENTH: Whenever a compromise or arrangement is proposed between this corporation and its creditors or any class of them and/or between this corporation and its stockholders or any class of them, any court of equitable jurisdiction within the State of Delaware may, on the application in a summary way of this corporation or of any creditor or stockholder thereof or on the application of any receiver or receivers appointed for this 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 this 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 this corporation, as the case may be, to be summoned in such manner as the said court directs. If a majority in number representing three fourths in value of the creditors or class of creditors, and/or of the stockholders or class of stockholder of this corporation, as the case may be, agree to any compromise or arrangement and to any reorganization of this corporation as consequence of such compromise or arrangement, the said compromise or arrangement and the said reorganization shall, if sanctioned by the court to which the said 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 this corporation, as the case may be, and also on this corporation.

EIGHTH: For the management of the business and for the conduct of the affairs of the corporation, and in further definition, limitation, and regulation of the powers of the corporation and of its directors and of its stockholders or any class thereof, as the case may be, it is further provided:

1. The management of the business and the conduct of the affairs of the corporation shall be vested in its Board of Directors. The number of directors which shall constitute the whole Board of Directors shall be fixed by, or in the manner provided in, the Bylaws. The phrase "whole Board" and the phrase "total number of directors" shall be deemed to have the same meaning, to wit, the total number of directors which the corporation would have if there were to be no vacancies. No election of directors need be made by written ballot.

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2. After the original or other Bylaws of the corporation have been adopted, amended, or repealed, as the case may be, in accordance with the provisions of Section 109 of the General Corporation Law of the State of Delaware, and, after the corporation has received any payment for any of its stock, the power to adopt, amend, or repeal, the Bylaws of the corporation may be exercised by the Board of Directors of the corporation, provided, however, that any provision for the classification of directors of the corporation for staggered terms pursuant to the provisions of subsection (d) of Section 141 of the General Corporation Law of the State of Delaware shall be set forth in an initial Bylaw or in a Bylaw adopted by the stockholders entitled to vote of the corporation unless provision for such classification shall be set forth in this certificate of incorporation.

3. Whenever the corporation shall be authorized to issue only one class of stock, each outstanding share shall entitle the holder thereof to notice of, and the right to vote at, any meeting of stockholders. Whenever the corporation shall be authorized to issue more than one class of stock, no outstanding share of any class of stock which is denied voting power under the provisions of the certificate of incorporation shall entitle the holder thereof to the right to vote at any meeting of stockholders except as the provisions of paragraph (2) of subsection (b) of Section 242 of the General Corporation Law of the State of Delaware shall otherwise require; provided, that no share of any such class which is otherwise denied voting power shall entitle the holder thereof to vote upon the increase or decrease in the number of authorized shares of said class.

NINTH: The personal liability of the directors of the corporation is hereby eliminated to the fullest extent permitted by the provisions of paragraph (7) of subsection (b) of Section 102 of the General Corporation Law of the State of Delaware, as the same may be amended and supplemented.

TENTH: The corporation shall, to the fullest extent permitted by the provisions of Section 145 of the General Corporation Law of the State of Delaware, as the same may be amended and supplemented, indemnify any and all persons whom it shall have power to indemnify under said section from and against any and all expenses, liabilities, or other matters referred to in or covered by said section, and the indemnification provided for herein shall not be deemed exclusive of any other rights to which those indemnified may be entitled under any Bylaw, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer, employee, or agent and shall inure to the benefit of the heirs, executors, and administrators of such a person.

ELEVENTH: From time to time any of the provisions of this certificate of incorporation may be amended, altered, or repealed, and other provisions authorized by the State of Delaware at the time in force may be added or inserted in the manner and at the time prescribed by said laws, and all rights at any time conferred upon the stockholders of the corporation by this certificate of incorporation are granted subject to the provisions of this Article ELEVENTH.

DATED: October 11, 2007.

/s/ Robert J. Mottern

_______________________________

Robert J. Mottern, Esq.

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EX-3.2 4 ex32.htm CERTIFICATE OF AMENDED INCORPORATION Converted by EDGARwiz

Exhibit 3.2

CERTIFICATE OF AMENDMENT

CERTIFICATE OF INCORPORATION

SILVER FALCON MINING, INC.

SILVER FALCON MINING, INC., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY:

FIRST: That the Board of Directors of said corporation at a meeting duly convened and held, adopted the following resolution:

RESOLVED; That the Board of Directors hereby declares it is advisable and in the best interests of the Company that Article Fourth of the Certificate of Incorporation be amended to add the following language at the end of Article Fourth:

“Effective as of the close of business on October 16, 2007 (the “Effective Time”), each two hundred (200) shares of the Company’s Class A Common Stock, par value $0.0001 per share, issued and outstanding immediately prior to the Effective Time (the “Old Class A Stock”) shall automatically and without any action on the part of the holder thereof, be reclassified as and changed, pursuant to a reverse stock split (the “Reverse Split”), into one (1) share of the Company’s outstanding Class A Common Stock (the “New Class A Stock”), subject to the treatment of fractional share interests as described below, and each two hundred (200) shares of the Company’s Class B Common Stock, par value $0.0001 per share, issued and outstanding immediately prior to the Effective Time (the “Old Class B Stock”) shall automatically and without any action on the pa rt of the holder thereof, be reclassified as and changed, pursuant to a reverse stock split (the “Reverse Split”), into one (1) share of the Company’s outstanding Class B Common Stock (the “New Class B Stock”), subject to the treatment of fractional share interests as described below. The Old Class A Stock and the Old Class B Stock shall be referred to collectively as the “Old Capital Stock.” The New Class A Stock and the New Class B Stock shall be referred to collectively as the “New Capital Stock.”

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Each holder of a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Old Capital Stock (“Old Certificates,” whether one or more) shall be entitled to receive upon surrender of such Old Certificates to the Company’s transfer agent for cancellation, a certificate or certificates (the “New Certificates,” whether one or more) representing the number and class of whole shares of the New Capital Stock into and for which the shares of the Old Capital Stock formerly represented by such Old Certificates so surrendered are converted under the terms hereof. From and after the Effective Time, Old Certificates shall thereupon be deemed for all corporate purposes to evidence ownership of New Capital Stock in the appropriately reduced whole number of shares of the appropriate class. No certificates or script representing fractional share s interests in New Capital Stock will be issued, and no cash payments will be made therefore. In lieu of any fraction of a share of New Capital Stock to which the holder would otherwise be entitled, the holder will receive one (1) whole share of the Company’s New Capital Stock of the appropriate class. If more than one (1) Old Certificate shall be surrendered at one time for the account of the same Shareholder, the number of full shares of New Capital Stock for which New Certificates shall be issued shall be computed on the basis of the aggregate number of shares represented by the Old Certificates so surrendered. In the event that the Company’s transfer agent determines that a holder of Old Certificates has not surrendered all of his certificates for exchange, the transfer agent shall carry forward any fractional share until all certificates of that holder have been presented for exchange such that consideration for fractional shares for any one person shall not exceed the value of one (1) share of New Capital Stock. If any New Certificate is to be issued in a name other than the name in which the Old Certificate was issued, the Old Certificates so sur rendered shall be properly endorsed and otherwise in proper form for transfer, and the stock transfer tax stamps to the Old Certificates so surrendered shall be properly endorsed and otherwise in proper form for transfer, and the person or persons requesting such exchange shall affix any requisite stock or transfer tax stamps to the Old Certificates surrendered, or provide funds for their purchase, or establish to the satisfaction of the transfer agent that such taxes are not payable.”

SECOND: That said amendment has been consented to and authorized by the holders of a majority of the issued and outstanding stock entitled to vote by written consent given in accordance with the provisions of Section 228 of the General Corporation Law of the State of Delaware.

THIRD: That the aforesaid amendment was duly adopted in accordance with the applicable provisions of Sections 242 and 228 of the General Corporation Law of the State of Delaware.

IN WITNESS WHEREOF, said corporation has caused this Certificate to be signed by Pierre Quilliam, this 15^th day of October, 2007.

/s/ Pierre Quilliam

___________________________

Pierre Quilliam, President

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EX-3.3 5 ex33.htm CORPORATE BY-LAWS

Exhibit 3.3

LAWS OF SILVER FALCON MINING, INC.

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 annual meeting, 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.

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.

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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, pledgors 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 elected 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.

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.

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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.

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.

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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 al l 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.

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.

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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 6 ex41.htm STOCK CERTIFICATE

Exhibit 4.1

[FRONT OF CERTIFICATE]


NUMBER		SHARES

SILVER FALCON MINING, INC.

INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE.

PAR VALUE: $0.0001

CLASS A COMMON STOCK

CUSIP NO. 82771R 10 5

THIS CERTIFIES THAT

is the owner of

FULLY PAID AND NON-ASSESSABLE SHARES OF THE CLASS A COMMON STOCK PAR VALUE OF $0.0001 EACH OF

SILVER FALCON MINING, INC.

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:___________________

PRESIDENT		COUNTERSIGNED AND REGISTERED
		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-4.2 7 ex42.htm PROMISSORY NOTE

Exhibit 4.2

FORM OF PROMISSORY NOTE


$_______________USD	_______________, 200_

FOR VALUE RECEIVED, Silver Falcon Mining, Inc. 7322 Manatee Ave. W. #299, Bradenton, FL 34209(hereinafter referred to as the “Maker”), promises to pay to the order of_____________________________ (“Holder”), or assigns, at ____________________________________________________________________________________

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 __________________________ ($___________), 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 monthly 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 final Principal balloon payment made to the Holder of ___________________________($________________) Dollars on or before _________________ 200_, 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 Restricted Common Stock Class “A” shall be delivered upon conversion ("Conversion Price") shall be initially ______________ ($._______) 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 p ayment 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.

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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.

-2-

(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 daily closing prices per share of Common Stock for 20 consecutive business days selected by the Maker commencing 35 business days before such date. The closing price for each day shall be the last sale price or, in case no such sale takes place on such day, the average of the closing bid and asked prices, in either case on the New York Stock Exchange, or, if the Common Stock is not listed or admitted to trading on such Exchange, 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 average of the closing bid and asked prices as furnished by any member of the National Association of Securities Dealers, Inc., selected from ti me 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 ______________, 200_.

Silver Falcon Mining, Inc.

a Delaware corporation

______________________________

By: Pierre Quilliam, C.F.O

- -3-

EX-10.1 8 ex101.htm MATERIAL CONTRACT

Exhibit 10.1

EMPLOYMENT AGREEMENT

This Agreement is made and entered this 15th day of October 2007, by and between Silver Falcon Mining, Inc., 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. In addition, Employee shall be entitled to a bonus in 2007 equal to the difference between $125,000 and the amount of base salary that he is entitled to receive under the prior sentence for 2007.

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, two and a half 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.

Silver Falcon Mining, Inc.

/s/ Denise Quilliam

__________________________________

By: Denise Quilliam

Its: Secretary

EMPLOYEE:

/s/ Pierre Quilliam

___________________________________

Print Name: Pierre Quilliam

EX-10.2 9 ex102.htm MATERIAL CONTRACT

Exhibit 10.2

EMPLOYMENT AGREEMENT

This Agreement is made and entered this 1st day of July 2009, by and between Silver Falcon Mining, Inc., a Delaware corporation (the “Company”), and Denise 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

Title; Responsibilities. The Employee shall be employed as Secretary of the Board and general secretarial work at headquarters.

Compensation. For all services rendered by Employee to the Company, the Employee shall be entitled to a base salary of Eighty five thousand ($85,000.00) 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.

Term. The term of this Agreement shall be for one year, and six 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;

(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

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.

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

10.

11.

12.

13.

14.

15.

16.

17.

18.

19.

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.

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.

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

Silver Falcon Mining, Inc.

__________________________________

By: Pierre Quilliam

Its: CEO

EMPLOYEE:

___________________________________

Print Name: Denise Quilliam

EX-10.3 10 ex103.htm MATERIAL CONTRACT

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 agrees, 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-14 11 ex14.htm CODE OF ETHICS

Exhibit 14

CODE OF BUSINESS CONDUCT AND ETHICS

Silver Falcon Mining, Inc.

Code of Business Conduct and Ethics

Adopted July 24th, 2009

Introduction

This Code of Business Conduct and Ethics (“Code”) has been adopted by our Board of Directors and the Audit Committee and summarizes the standards that must guide our actions. While covering a wide range of business practices and procedures, these standards cannot and do not cover every issue that may arise, or every situation where ethical decisions must be made, but rather set forth key guiding principles that represent Company policies and establish conditions for employment at the Company.

We must strive to foster a culture of honesty and accountability. Our commitment to the highest level of ethical conduct should be reflected in all of the Company’s business activities including, but not limited to, relationships with employees, customers, suppliers, competitors, the government and the public, including our shareholders. All of our employees, officers and directors must conduct themselves according to the language and spirit of the Code and seek to avoid even the appearance of improper behavior. Even well-intentioned actions that violate the law or this Code may result in negative consequences for the Company and for the individuals involved.

One of our Company’s most valuable assets is our reputation for integrity, professionalism and fairness. We should all recognize that our actions are the foundation of our reputation and adhering to this Code and applicable law is imperative.

Compliance with Laws, Rules and Regulations

We are strongly committed to conducting our business affairs with honesty and integrity and in full compliance with all applicable laws, rules and regulations. No employee, officer or director of the Company shall commit an illegal or unethical act, or instruct others to do so, for any reason.

If you believe that any practice raises questions as to compliance with this Code or applicable law, rule or regulation or if you otherwise have questions regarding any law, rule or regulation, please contact the General Counsel. The Company also holds information and training sessions to promote compliance with the laws, rules and regulations that affect our business.

Trading on Inside Information

Using non-public information to trade in securities, or providing a family member, friend or any other person with a “tip”, is illegal. All non-public information should beconsidered inside information and should never be used for personal gain. You are required to familiarize yourself and comply with the Company’s policy against insider trading, copies of which are distributed to all employees, officers and directors and are available from the Legal Department and the Human Resources Department. You should contact the Legal Department with any questions about your ability to buy or sell securities.

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Protection of Confidential Proprietary Information

Confidential proprietary information generated and gathered in our business is a valuable Company asset. Protecting this information plays a vital role in our continued growth and ability to compete, and all proprietary information should be maintained in strict confidence, except when disclosure is authorized by the Company or required by law.

Proprietary information includes all non-public information that might be useful to competitors or that could be harmful to the Company or its customers if disclosed. Intellectual property such as trade secrets, patents, trademarks and copyrights, as well as business, research and new product plans, objectives and strategies, records, databases, salary and benefits data, employee medical information, customer, employee and suppliers lists and any unpublished financial or pricing information must also be protected.

Unauthorized use or distribution of proprietary information violates Company policy and could be illegal. Such use or distribution could result in negative consequences for both the Company and the individuals involved, including potential legal and disciplinary actions. We respect the property rights of other companies and their proprietary information and require our employees, officers and directors to observe such rights.

Your obligation to protect the Company’s proprietary and confidential information continues even after you leave the Company, and you must return all proprietary information in your possession upon leaving the Company.

Conflicts of Interest

Our employees, officers and directors have an obligation to act in the best interest of the Company. All employees, officers and directors should endeavor to avoid situations that present a potential or actual conflict between their interest and the interest of the Company.

A “conflict of interest” occurs when a person’s private interest interferes in any way, or even appears to interfere, with the interest of the Company, including its subsidiaries and affiliates. A conflict of interest can arise when an employee, officer or director takes an action or has an interest that may make it difficult for him or her to perform his or her work objectively and effectively. Conflicts of interest may also arise when an employee, officer or director (or his or her family members) receives improper personal benefits as a result of the employee’s, officer’s or director’s position in the Company.

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Although it would not be possible to describe every situation in which a conflict of interest may arise, the following are examples of situation which may constitute a conflict of interest:

Working, in any capacity, for a competitor, customer or supplier while employed by the Company.

Accepting gifts of more than modest value or receiving personal discounts or other benefits as a result of your position in the Company from a competitor, customer or supplier.

Competing with the Company for the purchase or sale of property, services or other interests.

Having an interest in a transaction involving the Company, a customer or supplier (not including routine investment in publicly traded companies).

Receiving a loan or guarantee of an obligation as a result of your position with the Company.

Directing business to a supplier owned or managed by, or which employs, a relative or friend.

Situations involving a conflict of interest may not always be obvious or easy to resolve. You should report actions that may involve a conflict of interest to the General Counsel.

In order to avoid conflicts of interest, each of the Company’s senior level employees holding the positions of (1) Chief Executive Officer, (2) Chief Financial Officer, (3) Chief Operating Officer, (4) President, or (5) General Counsel must inform the Company if they are contacted by outside organizations regarding advisor appointments, consultant positions or board appointments so that a determination can be made concerning any conflict of interest, if a new relationship or proposed appointment could be expected to give rise to a conflict.

Protection and Proper Use of Company Assets

Protecting Company assets against loss, theft or other misuse is the responsibility of every employee, officer and director. Loss, theft and misuse of Company assets directly impact our profitability. Any suspected loss, misuse or theft should be reported to the General Counsel.

The sole purpose of the Company’s equipment, vehicles and supplies is the conduct of our business. They may only be used for Company business consistent with Company guidelines.

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Corporate Opportunities

Employees, officers and directors are prohibited from taking for themselves business opportunities that arise through the use of corporate property, information or position. No employee, officer or director may compete with the Company. Competing with the Company may involve engaging in the same line of business as the Company, or any situation where the employee, officer or director takes away from the Company opportunities for sales or purchases of products, services or interests.

Fair Dealing

Each employee, officer and director of the Company should endeavor to deal fairly with customers, suppliers, competitors, the public and one another at all times and in accordance with ethical business practices. No one should take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts or any other unfair business practice. No payment in any form shall be made directly or indirectly to or for anyone for the purpose of obtaining or retaining business or obtaining any other favorable action. The Company and the employee, officer or director involved may be subject to disciplinary action as well as potential civil or criminal liability for violation of the policy.

Occasional business gifts to and entertainment of non-government employees in connection with business discussions or the development of business relationships are generally deemed appropriate in the conduct of Company business. However, these gifts should be given infrequently and their value should be modest. Gifts or entertainment in any form that would likely result in a feeling or expectation of personal obligation should not be extended or accepted.

Practices that are acceptable in commercial business environments may be against the law or the policies governing federal, state or local government employees. Therefore, no gifts or business entertainment of any kind may be given to any government employee without the prior approval of the Legal Department.

The Foreign Corrupt Practices Act (“FCPA”) prohibits giving anything of value directly or indirectly to any “foreign official” for the purpose of obtaining or retaining business. When in doubt as to whether a contemplated payment or gift may violate the FCPA, contact the Legal Department before taking any action.

Quality of Public Disclosures

The Company has a responsibility to communicate effectively with shareholders so that they are provided with full and accurate information, in all material respects, about the Company’s financial condition and results of operations. Our reports and documents filed or submitted to the Securities and Exchange Commission and our other public communications shall include full, fair, accurate, timely and understandable disclosure, and the Company has established a Disclosure Committee consisting of senior management to assist in monitoring such disclosures.

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10.

Equal Opportunity, Non-Discrimination and Fair Employment

The Company’s policies for recruitment, advancement and retention of employees forbid discrimination on the basis of any criteria prohibited by law, including but not limited to race, color, national origin, ancestry, sex, sexual orientation, age, religion, creed, physical or mental disability, medical condition, marital status, citizenship status, military service status, pregnancy, childbirth and related medical conditions. Our policies are designed to ensure that employees are treated, and treat each other, fairly and with respect and dignity. In keeping with this objective, conduct involving discrimination or harassment of others will not be tolerated. All employees are required to comply with the Company’s policy on equal opportunity, non-discrimination and fair employment.

11.

Compliance with Antitrust Laws

The antitrust laws prohibit agreements among competitors on such matters as prices, terms of sale to customers and allocating markets or customers. Antitrust laws can be very complex, and violations may subject the Company and its employees to criminal sanctions, including fines, jail time and civil liability. If you have any questions, consult the Legal Department.

12.

Political Contributions and Activities

Any political contributions made by or on behalf of the Company and any solicitations for political contributions of any kind must be lawful and in compliance with Company policies. This policy applies solely to the use of Company assets and is not intended to discourage or prevent individual employees, officers or directors from making political contributions or engaging in political activities on their own behalf. No one may be reimbursed directly or indirectly by the Company for personal political contributions.

13.

Environment, Health and Safety

The Company is committed to conducting its business in compliance with all applicable environmental and workplace health and safety laws and regulations. The Company strives to provide a safe and healthy work environment for our employees and to avoid adverse impact and injury to the environment and communities in which we conduct our business. Achieving this goal is the responsibility of all officers, directors and employees.

14.

Reporting of any Illegal or Unethical Behavior

All employees, directors and officers are expected to comply with all of the provisions of this Code. The Code will be strictly enforced throughout the Company and violations will be dealt with immediately, including subjecting persons to corrective and/or disciplinary action such as dismissal or removal from office. Violations of the Code that involve illegal behavior will be reported to the appropriate government authorities.

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Situations which may involve a violation of ethics, laws or this Code may not always be clear and may require difficult judgment. Employees should report any concerns or questions about violations of laws, rules, regulations or this Code to the office of the General Counsel.

Any concerns about violations of laws, rules, regulations or this Code by the Chief Executive Officer, President or any senior executive officer or financial officer or Board member should be reported promptly to the General Counsel, and the General Counsel shall notify the Nominating and Corporate Governance Committee of any violation. Violations where a conflict of interest involves the General Counsel where the General Counsel is directly involved should be reported to the Nominating and Governance Committee. When reporting conduct suspected of violating the code, the Company prefers that employees identify themselves so that the Company can take appropriate steps to investigate the report with a follow-up interview. If an employee wishes to remain anonymous, he or she may do so. The Company will use all reasonable efforts to protect the confidentiality of the reporting person subject to applicable law, rule or regulation. An anonymous report should provide enough information about the incident or situation to allow the Company to investigate properly.

The Company encourages all employees, officers and directors to report any suspected violations promptly and will thoroughly investigate any good faith reports of violations. The Company will not tolerate any kind of retaliation for reports or complaints regarding misconduct that were made in good faith. Open communication of issues and concerns by all employees without fear of retribution or retaliation is vital to the successful implementation of this Code and the future success of EESV. You are required to cooperate in internal investigations of misconduct and unethical behavior.

The Company recognizes the need for this Code to be applied equally to everyone it covers. The General Counsel of the Company will have primary authority and responsibility for the enforcement of this Code, subject to the supervision of the Nominating and Corporate Governance Committee, or, in the case of accounting, internal accounting controls or auditing matters, the Chief Financial Officer and the Audit Committee of the Board of Directors. The Company will devote the necessary resources to enable the General Counsel to establish such procedures as may be reasonably necessary to create a culture of accountability and facilitate compliance with the Code after review by the Nominating and Corporate Governance Committee. Questions should be directed to the office of the General Counsel.

15.

Waivers and Amendments

Any waivers of the provisions of this Code for executive officers or directors may only be granted by the Board of Directors and will be promptly disclosed to the Company’s shareholders. Any waivers of this Code for other employees may only be granted by the General Counsel. Amendments to this Code must be approved by the Board of Directors and amendments of the provisions in this Code applicable to the Chief Executive Officer and the senior executive officers will also be promptly disclosed to the Company’s shareholders.

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EX-21.1 12 ex211.htm SUBSIDARIES

Exhibit 21

Subsidiaries of Registrant

Deep Rock, Inc., an Idaho corporation – 100% owned by Registrant

EX-23.1 13 ex231.htm AUDITOR CONSENT

Exhibit 23.1

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

Certified Public Accountants

Independent Registered Public Accounting Firm’s Consent

We consent to the inclusion in the filing of Silver Falcon Mining, Inc. on Form 10 and out report dated August 06, 2009 with respect to our audits of the financial statements of Silver Falcon Mining, Inc. as of December 31, 2008 and 2007 and for the years ended December 31, 2008 and 2007, which report appears with those financial statements referred to above. We also consent to the reference to our Firm under the heading “Experts” in such Prospectus.

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

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

Alpharetta, Georgia

August 14, 2009

{A0038469.DOC}

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