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000-54254 (Commission File No.)		27-3051592 (IRS Employer Identification No.)

o    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2 (b))

o    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4 (c))

 

Item 5.03

Amendments to Articles of Incorporation or Bylaws

 

(1)	The holders of the Series A Preferred shall receive a dividend equal to an annualized rate of $.0005 per share.

(2)	The Board of Directors shall have the following powers in relation to the dividend:

a.	determine the declaration date;

b.	determine the dates covered by the dividend;

c.	determine the date of record for the dividend;

d.	determine the payment date for the dividend;

e.	may pay the dividend either as a monthly, quarterly, bi-annual, annual or  biennial dividend (which the Board may change by a simple majority vote of the Board of Directors of the Company); and

f.	may issue a special dividend in addition to the dividend rights provided herein.

(3)	Additionally, the Board may defer the dividend payment for a period of up to 12 months from the payment date.

 

 

 

(b) While testing the Company’s joint venture project in Suriname the company determined that it may have a located a large gold vein running through the bed rock of the project.  The Company has a geologist on site to test the area and to assist in preparing geological reports on the area.  However, the Company has determined that it will not be able to execute on its initial plan to conduct alluvial mining in the area due to the fact that the gold bearing sand is only a few feet deep prior to hitting the bed rock.  The geologist will prepare a report to determine the feasibility of a core drilling program on the project.  The Company expects that it will need to raise $500,000 - $750,000 to purchase the necessary equipment to complete the drilling and prepare a 43-101 on the project.  The Company will seek to raise an initial $375,000 of which $200,000 will be used for the drilling program and the remaining $175,000 will be used to purchase equipment for the Company’s Peruvian operations, however; the use of proceeds may change as needed and determined by the Board of Directors.   The company has no timetable for the completion of the 43-101 since it depends on many factors such as, but not limited to, how long the geologist report takes and how long it takes the Company to raise the necessary funds.

 

(d) The Company began full alluvial mining operations in Peru in January 2013.  After reviewing the data from the Company’s mining operations in Peru, the Company has determined that its Peruvian operations will require an excavator for its Gorila project to be able to fully maximize its gold production.  The Gorila project has a layer of clay that slows down the amount of material that can be processed in a day.  An excavator on site will significantly increase the amount of material that can be processed.  The Company expects an excavator to cost approximately $150,000 to $175,000.  The Company intends to use the proceeds from the Preferred Stock to acquire the excavator.  Until the Company is able to acquire the excavator, the Company will not be able to process the amount of material it had originally hoped to but the Companywill continue production.  If the Company is able to maintain its current rate of production, the operations in Peru will continue to be self-sufficient or run at a minor loss.  The management has determined that by maintaining its operations in Peru, that it will be cheaper and quicker to reach full production once the excavator is on site.

 

 

 

 

Exhibit No.		Description
3.1		Amended Certificate of Designation of Series A Preferred Stock

 

 

 

 

 

 

Exhibit No.		Description
3.1		Amended Certificate of Designation of Series A Preferred Stock