On November 20, 2009, the Company completed a private equity offering of 7,500,000 units at $0.65 per Unit (the "Units"). Each unit consisted of one (1) share of common stock, par value $0.001, and one (1) common stock purchase warrant (the " Warrant") to purchase one (1) share of the Company's common stock, exercisable commencing six months from the closing date of the offering and terminating one year from the closing date of the offering. As a result, the Company issued a total of 7,500,000 shares of common stock and warrants to purchase 7,500,000 shares of common stock in connection with this private equity offering. The exercise price for the Warrant is priced at $1.00 per share. The gross proceeds the Company received from this private equity offering was $4,875,000. No registration rights were granted to any of the investors in this private equity offering.

In addition, the Company compensated R. F. Lafferty & Co., Inc. ("R.F. Lafferty"), as placement agent, for assisting in the sale of Units by paying R.F. Lafferty $205,254, which is equal to 6% of the gross proceeds from the sales of the Units sold to U.S. persons in the private equity offering, and issuing R. F. Lafferty Warrants to purchase 315,775 shares of the Company's common stock, which is equal to 6% of the Units sold to U.S. persons in the private equity offering. The Warrants issued to R. F. Lafferty have the same terms and conditions as the Warrants granted in the private equity offering.

The Company anticipates that the net proceeds from this private equity offering will be used to fund its exploration program on properties located in the Gold Sands region of northeastern Peru, for which the Company has the option to acquire the underlying mining and mineral rights, for any applicable short-term payment obligations required in order to exercise or maintain these options in good standing, and for working capital to cover expected operating deficits.

The securities offered and sold in connection with this private equity offering were in reliance on the following exemptions from registration under the Securities Act of 1933, as amended (the "Securities Act"): (a) in the case of U.S. persons, Section 4(2) of the Securities Act or Regulation D promulgated thereunder, and (b) in the case of non-U.S. persons, Regulation S promulgated under the Securities Act. In connection with this private equity offering, we relied on each of the investors' written representations. With respect to the securities sold to U.S. persons, sales were made only to persons who represented that they were "accredited investors" as that term is defined in Rule 501(a) under the Securities Act. With respect to the securities sold to non-U.S. persons, sales were made to persons who represented that they were not a "U.S. person" as that term is defined in Rule 902(k) of Regulation S under the Securities Act. Each investor represented that they were acquiring the securities for investment only and not with a view toward resale or distribution. We requested our stock transfer agent to affix appropriate restricted legends to the stock certificate issued to each investor. Each investor was given adequate access to sufficient information about us to make an informed investment decision. Neither we nor anyone acting on our behalf offered or sold these Units by any form of general solicitation or general advertising.

On November 20, 2009, the Company issued a press release announcing the completion of the private equity offering described in Item 3.02. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

(d) Exhibits.

Exhibit No.   Description

    4.1       Form of Warrant.

   99.1       Press Release dated November 20, 2009.