The Company’s 2012 operating expenses were met by obtaining capital from management and

significant shareholders.

? During the year ended December 31, 2012, the Company issued 7,000,000 shares of common

stock in exchange for the conversion of $144,000 in related-party debt.

? During the year ended December 31, 2011, the Company issued 29,086,700 shares of common

stock in exchange for the conversion of $5,787,340 in related-party debt.

? As of December 31, 2012 and December 31, 2011, the Company was indebted to two related

parties in the aggregate amount of $329,175 and $733,428, respectively. These two notes bear

interest at a rate of 8.0% per annum, and are due on demand. As of December 31, 2012 and

December 31, 2011, the Company owed a total of $89,029 and $66,322, respectively in accrued

interest on the notes.

As of December 31, 2012 and 2011, the Company was indebted to various unrelated third-party

entities in the aggregate amount of $658,727. These notes bear interest at a rate of 8.0% per

annum, and are due on demand.

? As of December 31, 2012 and 2011, the Company owed a total of $1,133,638 and $1,108,570,

respectively, in accrued interest on these notes. However, the notes payable and related accrued

interest date back to the Company’s former mining operations, which officially ceased on

December 31, 2003. Since that time the Company has received no demands for payment or

communications from the note holders and expects to allow the notes to expire under the Colorado

state statute of limitations. If demands for payment arise in the future, the Company will take the

appropriate actions with legal council to dispute the claims.

? As of December 31, 2012, the Company had issued 106,051,487 shares of an authorized

200,000,000,000 shares of Common Stock held by 211 active shareholders.

? As of December 31, 2012, the Company had issued 10,000,000 shares of an authorized

10,000,000 shares of Series A Preferred Stock held by a single shareholder.