Special Note on Forward-Looking Statements

This Form 10-Q contains "forward-looking" statements including statements regarding our expectations of our future operations. For this purpose, any statements contained in this Form 10-Q that are not statements of historical fact may be deemed to be forward-looking statements. Without limiting the foregoing, words such as "may," "will," "expect," "believe," "anticipate," "estimate," or "continue" or comparable terminology are intended to identify forward-looking statements. These statements by their nature involve substantial risks and uncertainties, and actual results may differ materially depending on a variety of factors, many of which are not within our control. These factors include, but are not limited to, economic conditions generally and in the industries in which we may participate, competition within our chosen industry, including competition from much larger competitors, technological advances, and the failure by us to successfully develop business relationships.

General Overview

We are a start-up exploration stage company in the business of gold and mineral exploration, acquisition and development. Our principal office is located at 6565 Americas Parkway NE, Suite 200, Albuquerque, New Mexico 87110. Our telephone number is (505) 563-5828.

Agreements

La Candelaria Project

In May 2011, Metales HBG, S.A. de C.V., a company organized under the laws of Mexico ("Metales") was formed, with the Company owning 70% of the issued and outstanding shares of capital stock. Metales owns certain gold and silver mining Concessions covering 800 hectares, or 1,976 acres, near Guachochi, Chihuahua, Mexico. The Concessions are sometimes referred to as the "La Candelaria Project". See Note 6 to the Financial Statements.

In order to fulfill its obligations under the Option Agreement executed in connection with the transfer of the Concessions to Metales, the Company paid Homero Bustillos Gonzalez ("Gonzalez") the amount of $125,000 in January 2012. The Company, either alone or through Metales, is obligated to fund $150,000 of development costs per year for three years beginning in January 2011, under a Work Plan established for the Concessions (the "Work Plan"). For the six months ending June 30, 2012, the Company made payments totaling $185,195 pursuant to the Work Plan. See "Results of Operations" below.

The Company has granted anti-dilution rights to Gonzalez, such that the Company must allow Gonzalez the opportunity to maintain his percentage stock ownership in the Company until the date on which the Company has complied fully with its obligations under the Option Agreement or January 11, 2014, whichever comes first. Gonzalez has waived the exercise of his anti-dilution rights with respect to issuances of Common Stock to North American under the Investment Agreement.

If the Company fails to comply with all its obligations under the Option Agreement before January 11, 2014, the Option Agreement will terminate and the Company will be obligated to return the Concessions to Gonzalez.

In November 2011, a team of geologists drilled ten drill holes to a depth of approximately 200 meters (650 feet). The inital results received from ALS CHEMEX showed only trace amounts of gold and silver. The Company is currently remapping the area in order to determine whether additional drilling targets are warranted.

The Concessions are without known proven (measured) or probable (indicated) reserves, as defined under SEC Industry Guide 7, and the exploration program described in this Quarterly Report is exploratory in nature. See "No Proven or Probable Reserves" below.

Tailings Project

On January 26, 2012, the Company, acting through a newly-formed subsidiary, Amiko Kay entered into the Joint Venture Agreement with Jaramillo to process mine tailings located in the city of Hidalgo Del Parral in the state of Chihuahua, Mexico, and, after processing, to use, market and sell any minerals extracted from the Tailings. See Note 6 to the Financial Statements for a description of the JV Agreement.

The Company is obligated to fund $250,000 for the benefit of the processing operation before January 26, 2013, under the work commitment established for the Tailings Project. For the six months ending June 30, 2012, the Company made payments totaling $250,000 pursuant to the Work Commitment. See "Results of Operations" below.

On the Tailings property, two out of three on-site washing jigs are now complete and operational. The jigs separate the heavy mineral-rich material from the lighter worthless material in the Tailings. The Company has been pre-washing material for two months to maximize the silver and gold content per ton of material to be shipped to nearby floatation and leaching plants in Parral, Mexico. The cost of the wash plant and jig circuit was $60,000 to date.

Approximately 6,000 tons of the Tailings material has been sent to the processing plant in Parral, Mexico. As of the date of this Quarterly Report, this shipment has not been fully processed. The first processing plant selected in Parral, Mexico closed unexpectedly for the last few months and recently re-opened. The plant is expected to resume processing in the near future. The plant's management has agreed to receive and process 200 tons per day (tpd) of the Company's Tailings material. In addition, the Company is negotiating an agreement with a second nearby processing plant. The second plant continues to receive small amounts of the Company's washed concentrate and is currently fine-tuning and determining the optimal processing route for the material. The Company has no revenues from the Tailings as of the date of filing.

The Company has completed its preliminary study regarding the construction of a benign nitrogen leaching pile process to be built on the property, which is expected to be capable of processing 1,000 tons of Tailings per day. This relatively new leaching process represents the benefits of not using cyanide and of having minimal environmental impact. In turn, the complexity of the permitting process for the plant's construction will be greatly reduced. The Company's consultants in Mexico are in the process of obtaining permits for the new plant.

No Proven or Probable Reserves

We are a start-up, exploration-stage company engaged in the search for gold and related minerals. No proven (measured) or probable (indicated) reserves have been established with respect to the La Candelaria project or the Tailings project, and the proposed program of exploration and development for the La Candelaria project and the Tailings project is exploratory in nature. There is no assurance that a commercially viable mineral deposit, or reserve, exists on the property covered by the Concessions or the Tailings project or can be shown to exist until sufficient and appropriate exploration is done, and a comprehensive evaluation of such work concludes that the extraction of such a mineral deposit, if found, can be economically and legally feasible.

Fairhills Investment Agreement

On April 30, 2012, the Company entered into an Investment Agreement (as amended, the "Fairhills Investment Agreement") with Fairhills Capital Offshore Ltd., a Cayman Islands exempted company Fairhills, as amended by Amendment No. 1 to Investment Agreement dated June 25, 2012. Under the Fairhills Investment Agreement, Fairhills agreed to purchase shares of Common Stock for an aggregate purchase price of up to $15,000,000. The Fairhills Investment Agreement was filed as Exhibit 10.13 to the Company's Quarterly Report on Form 10-Q filed on May 14, 2012 and Amendment No. 1 was filed as Exhibit 10.15 to the Company's Registration Statement on Form S-1 filed with the Commission on July 13, 2012.

The Fairhills Investment Agreement provides that the Company may, from time to time during the Open Period (defined below), in its sole discretion, deliver a put notice to Fairhills which states the dollar amount that the Company intends to sell to Fairhills on a date specified in the put notice. The maximum investment amount per notice shall be no more than two hundred percent (200%) of the average daily volume of the Common Stock for the ten consecutive trading days immediately prior to date of the applicable put notice. The purchase price per share to be paid by Fairhills will be calculated at a twenty-four and a half percent (24.5%) discount to the lowest trading price of the Common Stock reported by Bloomberg, L.P. during the ten (10) consecutive trading days immediately prior to Fairhills receipt of the put notice. The Open Period begins on the trading day after a registration statement is declared effective as to the Common Stock to be subject to the put, and ends thirty-six (36) months after such date, unless earlier terminated in accordance with the Fairhills Investment Agreement. The Company has reserved 30,000,000 shares of its Common Stock for issuance to Fairhills under the Investment Agreement.

The Company will use the proceeds from the sale of the Common Stock under the Fairhills Investment Agreement for general corporate and working capital purposes and acquisitions or assets, businesses or operations or for other purposes that the Board of Directors, in its good faith, deems to be in the best interest of the Company.

The Company filed a Registration Statement on Form S-1 covering the resale of 30,000,000 shares of Common Stock subject to the Investment Agreement on July 13, 2012. The Company may not sell common stock to Fairhills until the Registration Statement is declared effective by the Commission.

Results of Operations

We have not generated any revenue since our inception. We do not anticipate earning revenues until we have begun to commercially produce minerals from the Concessions, the Tailings, or other mineral properties that we may own in the future.

Three months ended June 30, 2012 and 2011, respectively

For the periods below, we had the following expenses:

                                 For the             For the
                               Three Months        Three Months
                                  Ended               Ended
                                 June 30,            June 30,
                                   2012                2011

General and administrative   $        63,852     $       106,683
Exploration                          108,500                   -
Management fees                      279,999                   -
Total operating expenses     $       452,351     $       106,683

Included in exploration expenses of $108,500 for the three months ended June 30, 2012 are costs of $3,500 related to the La Candelaria Project and costs of $90,000 related to the Tailings project. With respect to the La Candelaria project, we paid a total of $3,500 under the Work Plan for La Candelaria. The Company made payments of $90,000 under the Work Commitment for the Tailings project, which includes approximately $40,000 for construction of the wash plant, $40,000 for equipment and trucks, and $10,000 for repairs, fuel, taxes, insurance, office and management costs. The Company incurred no exploration costs for the three months ended June 30, 2011.

For the three months ended June 30, 2012, we incurred general and administrative expenses totaling $63,852. This decrease of $42,831 was due to increases (decreases) as compared to the three months ended June 30, 2011 as follows: accounting and auditing fees of ($15,036), legal and professional fees of ($58,656), travel of ($5,786), telephone expense of $2,340, rent expense of ($828), office expenses of $32,669, and general expenses of $2,466.

During the three months ended June 30, 2012, the Company paid management fees totaling $30,000 to our sole officer and director and recognized $249,999 in expenses related to the stock grant under Mr. Ferris' Employment Agreement., The Company paid no management fees in the first three months of 2011.

Six months ended June 30, 2012 and 2011, respectively

For the periods below, we had the following expenses:

                                                                  Accumulated
                                                                  Deficit from
                               For the           For the          November 26,
                              Six Months        Six Months            2007
                                 Ended            Ended                to
                               June 30,          June 30,           June 30,
                                 2012              2011               2012

General and administrative   $    215,916     $     125,100     $       837,162
Exploration                       465,196                 -           1,018,394
Management fees                   559,998                 -           1,116,452
Total operating expenses     $  1,241,110     $     125,100     $     2,972,008

Included in Exploration expenses of $465,196 for the six months ended June 30, 2012 are costs of $185,195 related to the La Candelaria Project and costs of $250,000 related to the Tailings Project. With respect to the La Candelaria Project, we paid a total of $60,195 under the Work Plan for La Candelaria, and made $125,000 in payments to Homero Gonzalez under the Option Agreement. With respect to the Tailings Project, the Company made payments of $250,000 under the Work Commitment, which includes approximately $60,000 for construction of the wash plant, $122,500 for equipment and trucks, and $67,500 for repairs, fuel, taxes, insurance, office and management costs. The Company incurred no exploration costs in the first six months of 2011.

For the six months ended June 30, 2012, we incurred general and administrative expenses totaling $215,916. This increase of $90,816 was due to increases (decreases) as compared to the first six months of 2011 as follows: accounting and auditing fees of $15,128, legal and professional fees of $63,219, travel of ($4,882), depreciation expense of $4,680, telephone expense of $6,597, rent expense of $2,062, and general expenses of $4,012.

During the six months ended June 30, 2012, the Company paid management fees totaling $60,000 to our sole officer and director and recognized $499,998 in expenses related to the stock grant under Mr. Ferris' Employment Agreement. The Company paid no management fees in the first six months of 2011.