8k, " ITEM 3.02 UNREGISTERED SALE OF EQUITY SECURITIES
On May 22, 2012, we issued 3,290,000 shares of our common stock at a price of $0.05 per share for proceeds of $164,500 pursuant to Regulation S of the United States Securities Act of 1933 (the “Securities Act”). Each subscriber represented that they were not a “U.S. Person” as that term is defined in Regulation S of the Act.
On May 22, 2012, we issued 400,000 shares of our common stock a price of $0.05 per share for proceeds of $20,000 pursuant to Regulation D of the Securities Act. The subscriber represented that it was an “accredited investor” as defined in Regulation D of the Securities Act.
ITEM 5.06 CHANGE IN SHELL COMPANY STATUS
On April 26, 2011, we entered into an agreement with Pengram Corporation ("Pengram") dated April 26, 2011, as amended on June 29, 2011 (the "Earn-In Agreement") whereby we will earn up to a 75% interest in Pengram's agreement with Scoonover Exploration LLC and JR Exploration LLC (the “Underlying Agreement”) to acquire the Golden Snow Property. The Golden Snow Property consists of 114 mineral claims located in the Eureka Mining District in Eureka County, Nevada. On May 22, 2012, we closed two private placement offerings for proceeds of $184,500 (the “Private Placements”). We have commenced our exploration program on the Golden Snow Property (the “Exploration Program”). As a result of our entry into the Earn-In Agreement, the completion of our Private Placements and the commencement of our Exploration Program, we have ceased to be both a shell company and an issuer described in paragraph (i)(1)(i) of Rule 144 of the Securities Act. Accordingly, we have included in this Current Report on Form 8-K the information that would be required if we were filing a general form for registration of securities on Form 10 as a smaller reporting company.
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All posts are strictly my opinion and are not buy or sell recommendations.
