http://www.sec.gov/Archives/edgar/data/1464830/000109181813000092/sfmi022220138k.htm

Section 1 – Registrant’s Business and Operations

Item 1.01 Entry into a Material Definitive Agreement.

On February 12, 2013, Silver Falcon Mining, Inc. (the “Registrant”) entered into a Financial Advisory Agreement (the “Agreement”) with Omni View Capital, LLC (“Omni”). Omni will assist the Registrant in: (i) capital and transaction structuring, including necessary recapitalizations of the Registrant by stock splits or otherwise; (ii) development of capital markets strategy; (iii) valuation analysis; (iv) company, market and industry research; (v) analysis of various exchange listing requirements and assistance in uplisting to a national securities exchange; (vi) assistance in selection of Board of Director candidates; (vii) assistance in client acquisition and business development and (viii) transaction negotiation and execution. Omni also agreed to invest, or cause its affiliates to invest, an aggregate of at least $100,000 in the bridge convertible debt financing by March 1, 2013. The Agreement has a term of one year and may be renewed for an additional one year term at the discretion of the Registrant.

The Registrant agreed to issue Omni upon signing of the Agreement shares of restricted Class A Common Stock which would equal 2.45% of the outstanding share of Class A Common Stock of the Registrant determined on a fully diluted basis after giving effect to the issuance. In addition, upon closing capital raising transactions that generate at least $5 million in gross proceeds to the Registrant, the Registrant will be obligated to issue Omni additional shares of restricted Class A Common Stock that equal 2.45% of the outstanding shares of the Company’s Class A Common Stock determined on a fully diluted basis after giving effect to the issuance. The Registrant also agreed to promptly reimburse Omni for all out-of-pocket expenses incurred by Omni in providing the services under the Agreement, provided that the Registrant must pre-approve any expense over $10,000.

Section 3 – Securities and Trading Markets