5.	PROFIT PARTICIPATION AGREEMENTS

On January 29, 2011, we signed a Profit Participation Agreement (the “ISS PPA”) with Integrated Smart Solutions, Inc. (“ISS”). ISS develops smart grid technologies. Under the terms of the ISS PPA we have paid ISS $10,000 per month for a period of six months. In exchange, we will receive 5% of the net profits of ISS. We have no guarantee that ISS will achieve profitable operations.

On January 30, 2011, we signed a Joint Venture Agreement with Rare Earth Exporters of Mongolia Pte. Ltd. (“REEM”). The purpose of the joint venture is to procure rare earth mining claims and operations and to further our plans to acquire, develop and implement the newest clean mining technology to enable our partner clients to expand operations throughout. We will participate equally with REEM in the profits and losses of the joint venture. Under the terms of our agreement, we will have a 50% interest in REEM’s profits in exchange for our agreement to provide operating capital. REEM is contributing its knowledge and product development skills in the market. Our initial task is to determine whether certain properties we have identified have mining claims with commercial viability. We will need to raise significant additional capital in order to fully realize the value of our claims in the joint venture if our claims reveal that they contain the rare earth minerals we are seeking to mine. We currently do not have any plan or efforts underway to raise such a significant amount of capital and are not sure when, if ever, we will be able to do so to pursue the exploitation of these mining claims if they prove to exist.

On June 8, 2011, the Company signed a profit participation agreement with AR Ehkes, a Mongolian company. The purpose of the profit participation agreement is to facilitate the mining of rare earths at three sites in Mongolia. Under the terms of the agreement, the Company will receive 15% of the net profits generated by AR Ehkes from production at the three defined sites in Mongolia. In exchange for this, the Company will be required to pay AR Ehkes $10,000 per month for a period of six months. In addition, the Company will pay the costs of excavating, moving and exporting a 20 ton rail car of ore from the site. The Company made the required monthly payments of $10,000 each in June, July and August. The Company can cancel this agreement at any time by not making additional payments. There would be no continuing obligation of the Company. The next payment of $10,000 would have been due in September. As of September 30, 2011, the Company canceled this contract by not making the required payment. No additional payments will be made after September 30, 2011.

On June 27, 2011, the Company (through its joint venture with Beijing Bullion Transfer Group) signed a profit participation agreement with AR Ehkes to facilitate the mining of rare earth at a fourth site in Mongolia. Under the terms of the agreement, the Company will receive 15% of the net profits generated by AR Ehkes from production at this site. In exchange, the Company will be required to pay AR Ehkes $10,000 per month for a period of six months. In addition, the Company will pay the costs of excavating and evaluating 20 core samples from the site to determine the content of precious metals. The Company made the required monthly payments of $10,000 each in June, July and August. The Company can cancel this agreement at any time by not making additional payments. There would be no continuing obligation of the Company. The next payment of $10,000 would have been due in September. As of September 30, 2011, the Company canceled this contract by not making the required payment. No additional payments will be made after September 30, 2011.

On October 20, 2011, we signed an option agreement regarding the potential acquisition of Chery Minerals, LLC. The option agreement provides us with 45 days to perform due diligence and negotiate a final purchase price. We paid $5,000 for this option. Chery Minerals, LLC is in the business of rare earth metals exploration and mineral development with a focus on gold in Africa. We have not completed our due diligence as of the filing of this report. As a result, we expensed the payment as the option period has ended.

On November 2, 2011, we entered into an agreement with New World Energy Ltd. to form a joint venture (“NEWCO”) for the purpose of exploring potential mineral claims in Indonesia. Each party will own 50% of the joint venture. NEWCO will acquire the mineral rights, make any and all necessary disbursements on behalf of NEWCO, and collect and distribute profits in accordance with the ownership percentages of the joint venture. We have committed to fund the portions of the cash flow requirements of NEWCO. New World Energy Ltd. will manage and operate NEWCO as its contribution to the joint venture.