Exhibit 10.1


    

      Leroy
        Halterman, c.Ytr,nrv, L.rv

      820
        Pie€ ra Vista NE

      Albuquerque.
        New
        Mexico 87123

      May
        30,
        2005 

      Invoice
        #P05-1

      


      Paradigm
        Ventures
        Corp

      4519
        Woodgreen Drive

      West
        Vancouver,
        British
        Columbia

      Canada,
        WS
        2T8

      
        


         

         

         

        
          	Month: 	April and
                  May 
	Project: 	SMC
                  Calims, Sheep Mountain
                  Projects  


        

         

        
          
            	Date	Item
                     	
                    Units
                       

                  	
                    Rate Unit 

                  	
                    Total 

                  
	 	 	 	 	 
	May 	
                    County
                      Filing Fees SMC Claims 

                    See
                      Attached  

                  	
                    7 

                  	
                    $11 

                  	
                    $77.00 

                  
	 	 	 	 	 
	May
                     	
                    BLM
                      Filing Fee's 

                    Will
                      FAX Recieipt 

                  	
                    7

                  	
                    $165 

                  	
                    $1,155.00 

                  
	 	 	 	 	 
	May
                     	Claim
                    Stakes  	
                    31 

                  	
                    $1.25 

                  	
                    S38.75 

                  
	 	 	 	 	 
	April & May   	Per
                    Deim, Demming 	
                    4 

                  	
                    $110 

                  	
                    $440.00 

                  
	 	 	 	 	 
	April
                    & May  	Mileage
                     	
                    1184 

                  	
                    $0.500 

                  	
                    $592.00 

                  
	 	 	 	 	 
	April
                    	Field
                    Recon of Projects 	
                    2 

                  	
                    $400 

                  	
                    $800.00 

                  
	 	 	 	 	 
	May  	
                    Labor,
                      Preparing Notices

                    and
                      Staking Claims  

                  	
                    3 

                  	
                    $400 

                  	
                    $1,200.00 

                  
	 	 	 	 	 
	May  	Report
                    Preparation, 3 days  	
                    3 

                  	
                    $400 

                  	
                    $1,200.00 

                  
	 	 	 	 	 
	 	In house
                    copying and phone 	 	 	
                    No
                      charge 

                  
	 	 	 	Amount
                    Due 	
                    $5,502.75 

                  
	 	 	 	Total
                    Amount Due  	
                    $5,502.75 

                  


          

           

           

          Sincerely,

          /s/
            Leroy Halterman

          Leroy
            Halterman

          Please
            Wire Transfer
            to:                  
            Leroy Halterman, CPG, RPG

          Bank
            of
            Albuquerque                      
            820 Piedra Vista NE, Albuquerque, New Mexico 87123 

           

           

          
            
              
              

            

            
              1

              
                

              

            

            
              
              

            

          

        

         

      


      Sheep
        Mountain Prospect Acquisition and Evaluation

      Report

      A
        Precious and Base Metals Prospect

      Luna
        County, New Mexico

      


       

       

       

       

       

      
 

      


      Prepared
        For: Paradigm Venture Corp.

      By

      Leroy
        Halterman

      Certified
        and Registered Geologist

      820
        Piedra Vista NE

      Albuquerque,
        New Mexico

       

      
        May
          26,
          2005

      

      



      
         

        
          
            
            

          

          
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      Sheep
        Mountain Prospect Acquisition and Evaluation Report

      Executive
        Summary

      


      The
        Sheep
        Mountain prospect represents a disseminated, epithermal gold prospect with
        deeper replacement manto potential as well as porphyry copper and molybdenum
        potential. The prospect contains 7 lode mining claims and is located in western
        Luna County, New Mexico, approximately 15 miles south of Gage, New Mexico
        in the
        Klondike Hills (Figure 1). The Klondike Hills are at the northern edge of
        the
        Cedar Mountain of southwestern New Mexico. The closest major inhabitation
        is the
        city of Deming, New Mexico 45 miles to the northeast. Rocks on the property
        consist of the Mississippian to Ordovician limestone, dolomites and shales
        and
        minor Tertiary felsic volcanics. These rocks have been structurally deformed
        by
        both thrust and normal faults and altered and mineralized with heavy and
        precious metals.

      


      In
        early
        May Leroy Halterman, a certified and registered geologist and representing
        Paradigm Venture Corp. located 7 lode-mining claims on behalf of Paradigm
        Venture Corp. This was based on his knowledge of the area from previous work
        that had been done on the property. Sampling in the early 1980's on the property
        by other companies indicated a large area of anomalous pathfinder elements
        including arsenic and antimony in addition to anomalous gold and silver.
        Paradigm Venture Corp. has not performed any sampling or other geological
        work
        on the property. The earlier sampling in the area of the claims has yielded
        samples as high as 4.2 grams of gold and 460 grams of silver per ton. In
        addition to gold, these samples were assayed for silver, molybdenum, arsenic
        and
        antimony. The associated anomalous elements such as gold along with high
        arsenic
        and antimony are considered to be characteristic of the low temperature
        hydrothermal systems. This type of system deposited many of the world's largest
        gold deposit including those that are found in Nevada.

      


      The
        Sheep
        Mountain Prospect has the potential for deposits other than disseminated
        gold.
        Some of the samples were highly anomalous in molybdenum adding to the
        speculation that this mineralization may be associated with a porphyry
        copper-molybdenum deposit in the valley just south and possibly under the
        SMC
        claims. This type of deposit has been found 10 miles north in the valley
        next to
        Victorio Peak. At Victorio Peak manto type of lead, copper, silver and gold
        deposits were formed in the Fusselman Limestone that lies directly below
        the
        Percha Shale. The same type of geology exists on the SMC claims along with
        some
        evidence of higher temperature mineralization that would help form this type
        of
        deposits.

      


      Land
        Status, Topography and Access

      


      The
        "SMC"
        claim block consists of 7 unpatented mining claims covering approximately
        140
        acres of BLM land and minerals (Figure 2). These 7 contiguous claims lie
        within
        Section 21 and 22 Township 26 South and Range 13 West. They are not subject
        to
        any royalty but either an annual assessment work in excess of $100 per claim
        along with appropriate filing must be done or an annual maintenance fee payable
        to the Federal government of $125 per claim is required.
        Thus a total payment of $875 per year for the entire claim block is required
        to
        keep the claims valid.

      


      
        


        
          
            
            

          

          
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      Access
        to
        the Sheep Mountain Prospect is obtained by traveling west from Deming on
        Interstate 10 to Gage, New Mexico and then south on a county road which turns
        to
        the west along the southern margin of the Klondike Hills and traverses the
        southern edge of the property (Figure 3). From this point several ranch roads
        lead into the claim block. The topography of the area consist of hills of
        low to
        moderate relief, which have been dissected by erosion. Access within the
        area is
        good. Vegetation is sparse consisting of short grasses, cacti and scattered
        junipers. The primary use of the surface is cattle grazing.

      


      Exploration
        History

      


      The
        Klondike Hills were included in an old mining district designated as the
        Carrizalillo-Cedar district. This district extended in a northwest-southeast
        belt and included the Cedar Mountains and Klondike Hills in the northwest
        and
        the Can-izalillo Hills in the southeast. There are numerous prospect pits
        and
        shallow shafts on the property, particularly in Section 21, 22 and 27 within
        and
        near the claim block. The early work concentrated on fault structures, along
        which jasperoid and/or gossan-like iron-rich mineralization were
        deposited.

      


      Energy
        Reserves Group, Minerals Division, initially investigated the Sheep Mountain
        Prospect during regional reconnaissance work in southwestern New Mexico in
        June
        of 1981. At that time it was noted that the geology in the area was favorable
        for disseminated precious metal mineralization as well as other types of
        deposits. Anomalous arsenic values were obtained from the initial sampling
        program and the area was slated for further investigation. A subsequent
        evaluation yielded not only high values of the pathfinder elements but also
        anomalous gold, silver and some associated base metals that resulted in the
        staking of the PAL claim block. Energy Reserve suffered financial difficulty
        as
        a result of falling oil and gas prices and was forced it to abandon its minerals
        program and farmed out this property to another company.

      


      This
        company performed further sampling and drilled one 494 foot deep hole. The
        drill
        hole was located in the northern portion of the PAL claim block and on of
        the
        SMC claims. It bottomed in silicified dolomite not reaching the target Fusselman
        below the Percha Shale but it did intercept anomalous gold between 70 and
        300
        feet and anomalous silver from 240 to 340 feet. In their report they noted
        that
        they had unknowingly placed the drill hole on the down-thrown side of a fault
        that was later mapped. In this report they stated that they would not have
        drilled the hole there if they had known about the fault. However, it is
        interesting is that they did intercept a significant thickness of anomalous
        gold
        and silver mineralization and that they had two hundred feet of silicification
        in the bottom of the hole. This may indicated that they were nearing an
        intrusive body that may have been mineralized such as in the copper-molybdenum
        porphyry model.

      


      Geology

      


      The
        Klondike Hills lay at the northern edge of the Cedar Mountains and are
        considered to be a
        part of
        the same structural trend (Figure 4). The Cedar Mountains are a northwest
        trending Basin and Range structure bounded by high angle normal faults.
        Exposures in the Cedar

       

       

      
 

      
        
          
          

        

        
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      Mountains
        consist of Tertiary volcanic and intrusive rocks with one small window of
        Paleozoic and Cretaceous rocks exposed. A valley that parallels the northern
        edge of the volcanic pile separates the Klondike Hills from the main body
        of the
        Cedar Mountains. Exposures in the Klondike Hills consist of Paleozoic strata
        of
        Ordovician through Mississippian age and a few exposures of Precambrian rocks
        that are present in the center of the hills. Tertiary volcanic rocks are
        exposed
        northwest of the prospect area and a small exposure of an intrusive is also
        present within the prospect area.

      


      Rocks
        outcropping within the Sheep Mountain Prospect area include the Ordovician
        El
        Paso Formation, the Ordovician Montoya Group, the Silurian Fusselman Dolomite,
        the Devonian Percha Shale, the Mississippian Keating Formation, and the Tertiary
        intrusive unit mentioned above.

      


      The
        El
        Paso Formation consists of thin to medium-bedded limestone with argillaceous
        and
        silty intervals. It is the primary target formation on the property. Extensive
        jasperoid development and argillic alteration has been noted in the formation
        occurring in association with fault structures.

      


      The
        El
        Paso Formation is overlain by the Montoya Group, which is divided into four
        formations of predominantly dolomitic composition. Thin-bedded sediments
        in the
        upper formation of this group may also have some potential as a host
        rock.

      


      The
        Silurian Fusselman dolomite, a fine-grained, massive dolomite overlies the
        Montoya Group. The Fusselman has been included with the Montoya Group on
        the
        geologic map, Figure 4, as it has been on previously published geologic maps
        of
        the area.

      


      The
        Devonian Percha Shale is green-gray shale seen in a small, poorly exposed
        outcrop near the southern edge of the prospect and in tailings from a relatively
        shallow shaft on the southeastern edge of the prospect. The Percha Shale
        is also
        a potential host rock in this area.

      


      The
        lower
        part of the Mississippian Keating Formation (the lower member of the Escabrosa
        Group) consists of medium-bedded limestone exposed at a small outcrop near
        the
        southern edge of the prospect. Jasperoid has developed along a structure
        in the
        Keating in this area.

      


      Structurally,
        the Klondike Hills are quite complex. The area lies within the east-southeast
        trending Laramide overthrust belt of southwestern New Mexico. The complex
        relationships among the units exposed is due to a series of relatively
        flat-lying thrust plates in which upper plate Ordovician and Silurian rocks
        have
        been thrust over each other and over lower plate Devonian and Mississippian
        strata. These thrust slices have in turn been broken by two sets of Tertiary
        high angle normal faults that trend northeast and northwest. To complicate
        matters further, the area also lies along the west trending Texas lineament.
        The
        Texas lineament is a very old zone of weakness that extends to the basement
        and
        which has added an east-west trending strike-slip component to the deformation
        of the strata in the area.

      



      
         

        
          
            
            

          

          
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      Mineralization

      


      Mineralization
        and alteration found at the Sheep Mountain Prospect consists of jasperoid,
        argillic alteration, silicification and iron staining of thin-bedded sediments
        and development of iron-rich, gossan-like material. Copper, fluorite, calcite,
        barite and iron mineralization was also noted in silicified rock found on
        the
        dump of a shallow shaft that was sunk on a structure on the southeast side
        of
        the property.

      


      The
        jasperoid at the Sheep Mountain Prospect frequently contains visible blades
        of
        barite. Jasperoid occurs over a wide area on the property, both along high
        angle
        Basin and Range structures and along the planes of the low angle thrust faults.
        Jasperoid appears to form most readily in the EI Paso limestone, but also
        occurs
        in the dolomites of the Montoya Group. Silica appears to have migrated easily
        through the reactive EI Paso limestones and has replaced the rock for some
        distance beyond the major structures. In contrast, the dolomites of the Montoya
        Group appear to have been less reactive and silica replacement occurs only
        in
        narrow bands along the structures that served as conduits for mineralizing
        solutions.

      


      The
        occurrence of the iron-rich gossan-like mineralization also appears to be
        confined closely to structures, primarily the Basin and Range structures
        on the
        south side of the property. This mineralization occurs in addition to and
        in
        association with jasperoid development along these structures and can be
        seen in
        the dump material.

      


      Argillic
        alteration was noted in thin-bedded units of the El Paso Formation in several
        locations and partial silicification of argillically altered sediments that
        also
        occurred in several places. Silicification of thin-bedded El Paso sediments
        can
        often be found beneath jasperoid outcrops where hematitic and limonitic staining
        occurs in conjunction with the argillic alteration and silicification.
        Silicification, brecciation, and calcite veining was noted in the Percha
        Shale
        on the dump of a shallow shaft on the southeast side of the
        property.

      


      The
        primary drilling target on the Sheep Mountain Prospect is the El Paso limestone.
        Thin-bedded El Paso sediments dip into major structures in several areas
        on the
        property where alteration and mineralization have been observed. Consequently,
        several target areas may be tested where the EI Paso Foi nation could serve
        as a
        host for ore-grade mineralization.

      


      The
        Percha Shale may also be a drilling target on the southeast side of the
        property. Although this area is less well exposed, the fissile shales of
        the
        Percha may prove to be an excellent host rock where the formation dips into
        mineralized structures. In other districts in southern New Mexico the Percha
        has
        served as a dam for upward migrating hydrothermal fluid forcing the fluid
        to
        migrate and precipitate ore bodies in the underlying Fusselman Limestone.
        One
        example of this type of mineralization is 10 miles north in the Victorio
        mining
        district.

      


      Drilling
        depths to the precious metals mineralized zones within these units are expected
        to be shallow and should not exceed 400 feet. However, should the initial
        work
        indicate that porphyry copper-molybdenum deposit exists than deeper holes
        may be
        required to test this target.

      


      
        
          
          

        

        
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      Summary
        and Conclusions

      The
        Sheep
        Mountain prospect represents a viable exploration target for a number of
        types
        of deposits. It has favorable host rocks, structure, alteration and related
        gold, silver and molybdenum mineralization. In addition to the geology, it
        is
        located an in area where significant mineral deposits have been located and
        produced over the last 100 years.

      


      The
        Sheep
        Mountain prospect is like many prospects that lack sufficient exploration
        during
        the mid 1980's when the decline of precious and base metal prices forced
        companies to cut back or eliminate exploration expenditures. Previous work
        on
        the property did not invalidate any of the suppositions as to the prospect's
        models and potential. Rather they increased the knowledge of the property
        and
        elevated it as a prospect. This property is of Merit and warrants additional
        financial expenditure and exploration.

      


      Proposed
        Program of Exploration

      


      The
        evaluation report concludes that the property merits exploration and evaluation.
        The Sheep Mountain Prospect warrants additional work because the areas where
        alteration and anomalous precious metals rock samples were found have not
        been
        adequately evaluated. There has not been any trench sampling or drilling.
        To
        date the only drilling has been one misplaced drill hole. A two-phase program
        is
        recommended with the second phase depending upon the successful results of
        the
        first phase. Trenching refers to the process in which an area and material
        to be
        sampled is channeled in one direction with a shovel or by earth moving
        equipment, and the material for the sample is taken at regular intervals
        along
        the channel. The procedure is repeated with several other channels in different
        directions until a sample of the proper size has been secured. Drilling refers
        to a method of sampling a deposit by means of a drill or borehole. The boreholes
        will be located in areas where favorable structure and mineralization exists
        and
        drill at an angle to intercept the target across its strike and at the most
        favorable depth. Geochemical sampling refers to the search for economic mineral
        deposits by detection of abnormal or anomalous concentrations of base elements
        or complexes containing these elements in surface materials or material within
        a
        few feet of the surface.

      


      The
        first
        phase should include conventional soil sampling on specified grids. Conventional
        soil sampling means taking soil sample from specified areas in the SMC claim
        block. These samples would be taken a few feet below the surface in areas
        mapped
        out in advance.

      


      Based
        upon the results of the Phase I program a drilling program should take place
        to
        test the existing anomalies and those disclosed during the Phase I program.
        The
        recommended programs are presented below.

      


      
        
          
          

        

        
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      Recommendations
        Phase I and Phase II Programs

       

      Phase
        I. The
        Phase
        I program will be limited to defining drill targets for the Phase II program.
        It
        is anticipated to cost approximately $14,000. The following discussion gives
        a
        brief description of the Phase I program.

      


      1. Additional
        mapping and sampling to confirm earlier sampling and to better target drill
        holes to test untested mineralized areas of the SMC claim block.

      


      2. Perform
        close spaced geochemical soil sampling across the entire staked area.
        This type of sampling would collect samples from approximately 1-2 feet below
        the surface and have them tested for gold, silver, molybdenum antimony, mercury
        and arsenic.

      


      The
        Quaternary gravel that covers the central portion of the prospect may limit
        the
        usefulness of conventional soil geochemistry but test grids will have to
        be
        surveyed, sampled and analyzed to determine its usefulness. Quaternary refers
        to
        a geologic period following the Tertiary Age beginning 2 to 3 million years
        ago
        and extending to the present

      


      Phase
        HProgram. The
        Phase
        II program is estimated to cost approximately $53,000 and will involve the
        drill
        testing of strong rock and soil geochemical anomalies. A geochemical anomaly
        refers to a concentration of one or more elements in rock, soil, sediment,
        vegetation, or water that is markedly higher or lower than background. In
        addition to testing the geochemical anomalies, geological mapping will generate
        other drill targets that may not be highly mineralized at the surface but
        will
        still warrant testing with several drill holes. These holes should be drilled
        to
        a depth of 300 to 400 feet or until the geological target has been
        intercepted.

       

       

      
        Cost
          Estimates Phase I Program

         

      

      
        	Item 	 	 	Estimated
                Cost	 
	 	 	 	 	 
	Soil
                Samples 150, average
                $30/Sample  	 	
                $


              	$
4,500	 
	Rock
                samples 50 samples @ $30/
                sample  	 	 	1,500	 
	Sampling
                supplies 200 samples @ $2.00/
                sample  	 	 	400	 
	Geologist,
                12 days @
                $400/day  	 	 	4,800	 
	Per
                diem 12 days @ $100/day  	 	 	1,200	 
	Vehicle
                Mileage 2,000 @ $.50 /
                Mile  	 	 	1,000	 
	Miscellaneous
                and field
                supplies  	 	 	600	 
	    Total
                Phase I
                Cost  	 	
                $

              	$14,000	 
	 	 	 	 	 


      

       

       


      
 

      
        
          
          

        

        
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            Estimated
        Cost Phase II
        Program

       

      
        	
                Item Estimated
                  Cost 

              	 	 	 
	Drilling 	 	 	 	 
	
                Mineralized
                  Outcrops and soil anomalies, tholes 400 ft. each
                  /$25.00/ft  

              	 	$	20,000	 
	
                Test
                  Geological targets 2 holes 350 ft each./
                  $25.00/ft  

              	 	 	17,500	 
	Assaying,
                200 samples $30  	 	 	6,000	 
	Geologist
                28 days @ $400/
                day  	 	 	5,100	 
	Per
                Diem 28 days @ $100/
                day  	 	 	1,400	 
	Vehicle
                5000 miles
                $.50/mile  	 	 	2,500	 
	Miscellaneous 	 	 	1,500	 
	
                Total
                  Phase II Cost  

              	 	$	$53,000	 


      

       

      


      Submitted
        26th
        day of
        May, 2005

      


      


      


      Leroy
        Holleman

      Certified
        Professional Geologist #3444 

      Wyoming
        Registered Geologist #1226 

      Texas
        Licensed Geologist #435