Exhibit 10.1


     

    


    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.

     

    
 

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    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 Carrizalillo 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 recon-naissance 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 


    
      
         

         

      

      
         

        
          

        

      

      
         

      

    


    


    


    


    



    
      
         

         

      

      
         

        
          

        

      

      
         

      

    

     

    

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    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.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    


    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 Formation 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.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    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.

    


     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    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
      II Program. 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

                

              	 


      

    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    Estimated
      Cost Phase II Program

    
 

    
      
        	 Item	 	
                  Estimated
                  Cost

              	 
	
                Drilling
                  

              	 	 	 
	
                Mineralized
                  Outcrops and soil anomalies, 2holes 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
      Halterman

    Certified
      Professional Geologist #3444

    Wyoming
      Registered Geologist #1226

    Texas
      Licensed Geologist #435