OTC: RNGC

On February 7, 2019, the Company held a stockholders meeting at which Mr. Glass was elected as the sole director of the Company.

On October 12, 2019, the Company filed a Form 15 with the SEC terminating the registration of its class of common stock under Section 12(g) of the Exchange Act and its duty to file periodic and other reports with the SEC.

In August 2022, the Company’s registration statement on Form 10 became effective under the Exchange Act.

As of the date of this Annual Report, Mr. Glass serves as our only director and officer.

Business Strategy

General

We are a natural resource company with an objective of acquiring, exploring and developing natural resource properties in the United States. For purposes of this Annual Report, the term “acquire” means the outright purchase of property or the lease, license, claim (whether patented or unpatented) or other use agreement which provides us the real property rights, other interests in land, including mining and surface rights, easements, and rights of way and options to conduct mining operations on real property. We may acquire, develop and operate mining properties either alone or with partners. We are continuing the mining business strategy adopted by prior management of the Company. Our primary focus in the natural resource sector is gold, though we may acquire rights to properties that may have mineralization or mineral resources or reserves, if any, of other types of minerals. The Company currently does not hold rights in any mining properties and does not engage in any substantive business operations or generate revenue from any sources. The search for valuable natural resources as a business is extremely risky and capital-intensive. Our ability to achieve our objective is predicated on our ability to raise funds to finance our operations. We can provide investors with no assurance that we will obtain financing to commence operations and acquire a property or that we will produce commercially exploitable reserves from any property we may acquire.

Under rules adopted by the SEC relating to mining disclosure, we are an exploration stage issuer because we do not have any material mining property with mineral reserves disclosed under Item 1300 of Regulation S-K. We do not currently own, lease or otherwise control any mining property, have not disclosed any mineral resources or mineral reserves, and do not currently have any material mining property requiring summary or individual property disclosure under Item 1303 or Item 1304 of Regulation S-K.

As described elsewhere throughout this Annual Report, our business and strategy are speculative and subject to many risks, including our lack of capital; the absence of employees or consultants that have any experience in the mining industry; the substantial risks associated with mining operations; environmental factors; competitive risks; and regulatory risks, among others. We expect significant regulatory changes to the mining industry and the laws regulating the industry, especially environmental laws. We urge investors to consider the risks pertaining to our business carefully before investing in our Company.

Industry Background

The process of finding or exploring for a mineral deposit, extracting or mining the resource, recovering the resource, also known as beneficiation, and reclaiming the land mined can be described as the “life cycle” of a mineral deposit. The complete process is time consuming and expensive, requiring the use of modern technology and equipment, and may take many years to complete. Occasionally, one entity or company completes the entire process from discovery to reclamation, but often it requires multiple groups with specialized experience working together.

The U.S. government values the mining industry for its production of domestic raw materials and strategic minerals, and high-wage jobs. Federal, state and local governments receive billions of dollars annually in taxes, royalties and fees from the mining industry. According to the Mineral Commodity Summaries 2024 published by the U.S. Geological Survey, or USGS, U.S. mines produced approximately $98.2 billion in nonfuel mineral commodity production, including industrial minerals and natural aggregates as well as ferrous and nonferrous metals. U.S. metal mine production in 2024 was estimated to be $33.5 billion, a slight increase from 2023. The principal contributors to the total value of metal mine production in 2024 were gold (35%), copper (30%), iron ore (16%), zinc (7%), and molybdenum (5%).

The exploration for and development of mineral deposits is capital intensive and may extend over a long identification, development and production horizon. Few properties are ultimately developed into producing mines. To the extent that we identify a property that demonstrates proven reserves, we may enter into joint ventures with “mid-tier” and large “senior” mining companies to develop the property or sell or lease the property to a major mining company, which could provide a nearer term return on investment for our Company and stockholders and provide us with capital to fund future operations.

Sources of Available Land for Mining and Exploration

There are several primary sources of land available for exploration, development and mining in the U.S. These include public lands, which may give rise to unpatented mining claims and patented mining claims; private fee lands, and tribal lands. The primary sources for acquisition of public lands are the United States government, through the Bureau of Land Management, or BLM, and the United States Forest Service, or USFS, tribal governments, and individuals or entities that currently hold title to or lease government and private lands.

In the United States, the federal government owns public lands that are administered by the BLM or the USFS. Under the General Mining Law of 1872, as amended (the “General Mining Law”), a person could acquire ownership of the subsurface mineral estate by staking a mining claim. Such claims could become “patented” claims or remain “unpatented” claims.

Patented mining claims are claims that were staked on federal (public) lands under the General Mining Law, and through application and approval, the owners were granted full private ownership of the surface and subsurface estate by the passage of title from the federal government to the claimant, making it private land. A mineral patent gives the owner exclusive title to the locatable minerals. It also gives the owner title to the surface and other resources. Companies like ours can acquire these lands for exploration and mining by leasing or purchasing it from the owners. Purchasing or leasing a patented mining claim provides the same benefits as any other privately-held real property owner. Generally, there are no restrictions on the use of the land except as may otherwise be imposed on the property by other laws. In 1994, Congress imposed a moratorium on any new mineral patent applications, leaving unpatented mining claims as the primary method by which new mining rights may be acquired on federal lands.

An unpatented mining claim is a particular parcel of federal land for which an individual has asserted a right of possession, that is, has staked a claim under the General Mining Law, and that is valuable for a specific mineral deposit or deposits. The federal government continues to own the surface estate, while the subsurface is controlled by the claimant giving him or her a right to extract and develop mineral deposits. The rights granted by an unpatented mining claim are valid against a challenge by the United States and other claimants only after the discovery of a valuable mineral deposit. Subject to federal and state statutory and regulatory requirements, the owner of a valid unpatented mining claim or mill site (a location of nonmineral land that is not contiguous to a mineral deposit that can be used for activities reasonably related to mineral development on, or production from, the claim with which it is associated) has the exclusive right to use and possess the property for mining purposes and to develop and sell the mining products from such claim free of any royalty to the federal government. An unpatented claim owner can hold the claim as long as he or she likes for an annual assessment fee or, in some circumstances, by performing annual assessment work on the claim.

Private fee lands are lands that are controlled by fee-simple title (in which the land is owned without any limitations or conditions) by private individuals or entities. We can take control of these lands for mining and exploration activities by either leasing or purchasing the surface and subsurface rights from the private owner.

Tribal lands are those lands that are under the control of sovereign Native American tribes. Areas that show promise for exploration and mining can be leased from or joint ventured with the tribe controlling the land.

Types of Mine Claims and Mining Activities

There are two primary types of mining claims, lode and placer. Lode claims include classic veins or lodes having well-defined boundaries. They also include other rock in-place bearing valuable minerals and may be broad zones of mineralized rock. Examples include quartz or other veins bearing gold or other metallic minerals and large volume but low-grade disseminated metallic deposits. Placer claims comprise all mineral deposits not subject to lode claims. Originally, these included only deposits of unconsolidated materials, such as sand and gravel, containing free gold or other minerals, such as appear in river beds.

The primary methods used to extract minerals from the ground include:

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Underground mining – which is employed when minerals are deep below the surface and involves digging a main shaft, with parallel shafts allowing the maximum extraction of minerals.

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Opencut or opencast mining – which involves the removal of surface topsoil, vegetation, and rock to allow excavation of shallow underground mineral seams and generally allows a greater proportion of the mineral deposit to be extracted compared to underground mining.

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Alluvial or placer mining – which involves excavation of stream beds, often down to the bedrock, to sift out gold washed into streams from surrounding mountains.

The location and shape of the deposit, strength of the rock, ore grade, mining costs, and current market price of the commodity are some of the determining factors for selecting which mining method to use.

Higher-grade metallic ores found in veins deep under the Earth’s surface can be profitably mined using underground methods, which tend to be more expensive. Large tabular-shaped ore bodies or ore bodies lying more than 1,000 feet below the surface are generally mined underground as well. The rock is drilled and blasted, then moved to the surface by truck, conveyor belt or elevator. Once at the surface, the material is sent to a mill to separate the ore from the waste rock.

Lower grade metal ores found closer to the surface can be profitably mined using surface mining methods, which generally cost less than underground methods. Many industrial minerals are also mined this way, as these ores are usually low in value and were deposited at or near the Earth’s surface. In a surface mine, hard rock must be drilled and blasted, although some minerals are soft enough to mine without blasting.

Placer mining is used to recover minerals from sediments in present-day river channels, beach sands, or ancient stream deposits and other sediments. More than half of the world’s titanium comes from placer mining of beach dunes and sands. In placer operations, the mined material is washed and sluiced to concentrate and separate the heavier minerals.

Sourcing Deals

There are many resources from which to source and evaluate potential mining properties, including online directories of mining properties and claims for sale. We may place claims wanted ads in appropriate industry journals and publications. We also expect to consult with industry professionals and geologists for leads for properties.

Properties listed for sale on the various internet sites provide varying degrees of information about the property. Some listings provide detailed geological reports and mining histories, including the location, size and scope of the property; the type of the minerals historically extracted; the types of permits that have been issued, if any; the amount of minerals extracted over a given time period; the amount of minerals extracted per ton mined; the extent of development of mining operations, such as the existence of mill sites and other buildings erected at the site; ownership provenance of the property; and other geological, environmental and legal features pertinent to the site. This information allows an interested party to prescreen prospective properties that fall within its acquisition criteria.

In all events, prior to acquiring a property, we will engage qualified consultants to conduct the professional due diligence required to evaluate and appraise a site, as more fully described below under the heading “—Due Diligence.”

Our Interest in Mineral Producing Properties

Our interest in mining properties may take many forms. The nature and percent of the interest we acquire will depend on several variables, including the amount of capital we possess when an opportunity is presented to us, the amount of risk we are prepared to tolerate with respect to a specific property and our investment objective, such as, if we are seeking to diversify our asset base and reduce enterprise risks. We will conduct technical due diligence with respect to any property prior to acquiring it outright or acquiring an interest in it, as described below.

We may elect to acquire or lease a property either alone or in a joint venture with a partner. The acquisition or lease may pertain to private lands (patented mining claims) or unpatented mining claims. Frequently, the parties enter into leases with an option to purchase it. Some leases have a stated primary term and are extended by mining operations or production, while others have a fixed term and are renewable. There is no standard form of mining lease for privately held property and the terms and conditions of mining leases vary greatly.

Provisions of particular importance in negotiation of a lease of a mining property lease include:

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mineral(s) covered by the lease, those reserved by the lessor, and provisions relating to conflicting development;

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term of the lease;

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production royalties payable to the lessor;

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minimum royalties, if any, payable to the lessor, and crediting of minimum royalties against production royalties;

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restrictions on mining methods allowed; and

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provision that requires the lessor’s consent in connection with assignment or sublease.

Due Diligence

The purpose of due diligence in the mining industry is to assess the economic feasibility of developing a potential property or project. Ultimately, the determination to develop a property compares the net present value of the estimated reserves against all of the costs incurred to extract the resource across the life cycle of project, commencing with the calculation of reserve estimates and concluding with costs associated with mine closure and land reclamation. Ascertaining both the value of the resource and the costs to extract the resource require significant technical due diligence conducted by seasoned professionals.

Due diligence aims to identify project risks and the means to mitigate or eliminate the risks, and maximize economic opportunities. Risks associated with mining projects include ownership and control of land rights and the ability of the mining company to control its property related assets; the level and extent of the geological understanding on the property; the ability to economically extract the mineral from the ore body; the ability to economically recover and process the mineral from the ore; public and private infrastructure requirements of the project; the ability to supply product consistently according to the market requirements and specifications; risks related to demand and price; market volatility; risks associated with the performance of the management team; risk associated with capital and operational cost; and risks associated with temporary and permanent environmental impacts that will be caused by the operation, including environmental restrictions, regulations and community relations.

Our due diligence efforts will seek to identify, examine and resolve the conditions underlying the associated risks in ways that allow us to develop a property. However, even a thorough due diligence investigation of a property may not identify all of the risks associated with a project or allow a developer to mitigate or eliminate all risks. Geology is an inexact science and many properties upon which exhaustive due diligence has been undertaken encounter unusual or unexpected geological formations and other problems and conditions that result in unsuccessful development efforts. To the extent that we expend capital resources on properties that do not yield commercially exploitable reserves, including expenses we incur in connection with conducting due diligence, our ability to achieve our objectives and earn a return for our stockholders will be compromised.

Typically, due diligence begins with a desktop analysis of available resources and information, followed by fieldwork where an assessment is made of resources and reserves, mineability, equipment selection, productivity, capital expenditures, operating expenditures, the operational organization (team and organization); environmental, safety and security; audit of process systems, and equipment. We will engage geologists and other mining consultants and teams to conduct these activities and to undertake an on-site analysis of the property and assess the likelihood of mineral reserves on a property.

We expect to acquire a property for which permits, a mining plan and historical information exists and about which at least some geological, geochemical and geophysical information is available. Such a property may be sold in tact with a full camp, including living quarters, mill sites, water pumps and tanks, and mining equipment, such as excavators, bulldozers, sluice boxes, conveyors and generators. We will review historical data compiled by groups that previously have mined the property, as well as any geological reports, plans, cross sections and other data. In addition, we expect to review topographic, geologic and hydrographic maps and data produced by the USGS and other research and assessments it generates that focus on the location, quantity, and quality of mineral resources, including the economic and environmental effects of resource extraction and use. These resources are generally available to the public without charge.

Notwithstanding the quality and quantity of information about a property available to us, we expect to conduct fieldwork to substantiate and complete our analysis. Foremost among a fieldwork due diligence investigation is the evaluation of project geology and resource reserve estimation. Project geology will include, among other things, an examination of mineral exposures and drill or core samples. The review is intended to confirm the validity of the interpretation of the origination and extent of the extractable mineral resources on the property.

The SEC defines a “mineral resource” as a concentration or occurrence of material of economic interest in or on the Earth's crust in such form, grade or quality, and quantity, that there are reasonable prospects for economic extraction. Resource and reserve analysis are estimated across three categories of increasing accuracy: “inferred” to “indicated” to “measured.” Mineral/ore reserves are the part of the mineral resource which could be mined and from which valuable minerals could be recovered and may be evaluated across two categories of increasing accuracy: “probable” to “proved.” A “probable mineral reserve” is defined under SEC rules as the economically mineable part of an indicated and, in some cases, a measured mineral resource; whereas a “proven mineral reserve” is defined under SEC rules as the economically mineable part of a measured mineral resource and can only result from conversion of a measured mineral resource. Reserves are derived from the resources by application of factors for economics, mining, metallurgy, marketing, legal, social issues, environmental controls and government acts. Mineral reserves are the key guideline for determining whether a mining project is financeable. Accordingly, determining probable mineral reserves will be the initial and most important exercise we undertake. We expect to engage one or more “qualified persons” (as defined by the SEC) to undertake these analyses and prepare the technical reports which we may include in our periodic and other filings with the SEC.

Accordingly, if we acquire or seek to acquire a material mining property, we expect to engage one or more “qualified persons” as defined by Item 1300 of Regulation S-K to assist us in evaluating the property. We will not disclose exploration results, mineral resources or mineral reserves unless such disclosure is supported by a qualified person and, if required by SEC rules, a technical report summary filed as an exhibit to the applicable SEC filing.

We also will undertake due diligence relating to the target property to ensure that we will acquire all of the rights required to engage in mining operations. Such due diligence may include:

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a review of ownership matters, including title issues and document recordation, whether there are any mineral reservations or royalty obligations;

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identification of existing easements and rights of way across private and public lands, including, for roads, electrical transmission lines and water pipelines;

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a review of financial matters, including conducting a lien, tax and judgment search to determine if there any obligations or liens encumbering the property or whether there are there any existing or pending legal actions or judgments of record against the landowner filed in county or federal courts;

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verification of water rights and the identity of any prior, superior rights;

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with respect to unpatented mining claims, a determination of whether the public domain land was open for location when the claims were located, the identity of the locator(s) of the claim(s), whether all filings were correctly made and whether all fees timely paid, whether any conflicts exist with third party claims, and whether there are any multiple uses or limitations of activities on U.S. lands, such as grazing permits or wildlife considerations, that will interfere with activities on the subject properties; and

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a review of state, local and federal permits, including those for mine plans, rights of way, easements, and environmental concerns and whether there are any restrictions or zoning requirements that may impede operations.

As we receive information from our due diligence examination, we expect that we will undertake an economic review of the viability of the project on the target property, which will include an assessment of whether the net present value of reserves exceeds the costs of mining, including regulatory and environmental compliance and mine closure and land reclamation costs.

Plan of Operation

Natural resource exploration and development requires significant capital and our current assets and resources are insufficient to acquire any properties or fund any mining operations. Accordingly, our principal initial objective will be to raise sufficient capital to acquire an attractive mining property. We can offer no assurance that we will be successful raising any capital to fund our operations. Mr. Glass, our sole officer and director and our principal stockholder, has funded our operations since January 2019 and we currently are dependent on him entirely to fund our operations until we raise the capital to identify and acquire a mining property, if ever. Though Mr. Glass has advised us of his present intention to fund our operations through loans or further investment in the Company, there is no written agreement binding him to do so. In the event that Mr. Glass does not fund our capital requirements, we may not be able to continue operations and stockholders could lose the entire amount of their investment in our Company.

It is our intention to engage in mining operations as opposed to acquiring a passive interest in an existing enterprise. Mining operations includes identifying an appropriate property, conducting technical due diligence with respect to such property and undertaking extraction operations, if warranted. We do not expect to engage in exploration for properties but rather we expect to acquire a property for which permits, a mining plan and historical information exists and about which at least some geological, geochemical and geophysical information is available. If we identify a property that our due diligence reveals may possess reserve potential that we are unable to acquire or develop on our own by reason of our limited resources, we may enter into a joint venture with one or more partners to develop a property. We may buy and sell properties in any phase of development to maximize earnings, including before we commence producing on a property. We expect to retain geologists, consultants, mining and operations specialists and other personnel as necessary and warranted to assess resource and reserve analysis, mineability and to conduct mining operations.

Competition

The precious metal mining industry is intensely competitive and is dominated by a few very large “senior mining” companies with global operations that focus on building and operating mines to extract mineral deposits, and a fragmented range of other mining companies of varying sizes which typically focus on the early stages of mining development (exploration, discovery, resource definition, and scoping), where the bulk of their efforts are directed at drilling and other exploration activities to better define potentially mineable resources in the ground. Frequently, junior and other smaller mining companies partner with senior mining companies that are better capitalized to develop and bring properties into production.

There is aggressive competition within the mining industry at all levels to:

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discover and acquire mineral properties considered to have commercial potential;

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secure financing for exploration and development efforts; and

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recruit and retain qualified personnel, including technical experts, operations specialists and other mining employees.

We are an exploration stage mineral resource exploration company that currently has no assets. Virtually all of the companies against which we will compete have greater financial, personnel and technical resources than we do. In addition, our competitors may have more extensive relationships than we have, including with potential strategic partners with which to joint venture in the development of properties. Accordingly, these competitors may be able to acquire, explore and develop more valuable properties than we can, retain more highly qualified employees than we can, and have access to greater capital on better terms than is available to us.

Given the significant competition for properties, capital and personnel, we may be unable to compete effectively.

Government Regulation

General

The mining industry is subject to extensive federal, state and local laws governing the protection of the environment, prospecting, development, production, mine closure, taxes, labor standards, occupational health, mine safety, toxic substances, protection of endangered species and other matters. The costs to comply with such regulatory requirements are substantial and possible future legislation and regulations could cause additional expenses, capital expenditures, restrictions and delays in the development and continued operation of any properties that we acquire, the extent of which cannot be predicted. Many of the regulations require us to obtain permits or licenses and to file notices of intent and plans of operations, the absence of which or inability to obtain would adversely affect our ability to conduct exploration and development activities and otherwise operate. The failure to comply with the regulations and terms of permits and licenses may result in fines or other penalties or in revocation of a permit or license or loss of a prospect. If we were to acquire a property outside the United States, similar laws and regulations enacted in the jurisdiction where the property is located would govern our business and operations.

Environmental Regulation

Our mining projects will be subject to various federal, state and local governing bodies and laws and regulations governing protection of the environment. These include the United States Environmental Protection Agency (“EPA”) and the BLM as well as the various state environmental protection agencies. These laws and regulations are continually changing and, in general, are becoming more restrictive. The development, operation, closure, and reclamation of mining projects in the United States requires numerous notifications, permits, authorizations, and public agency decisions. Compliance with environmental and related laws and regulations will require us to obtain permits issued by regulatory agencies, and to file various reports and keep records of our operations. Certain of these permits require periodic renewal or review of their conditions and may be subject to a public review process during which opposition to our proposed operations may be encountered.

The Comprehensive Environmental, Response, Compensation, and Liability Act (“CERCLA”) and comparable state statutes, impose strict, joint and several liability on current and former owners and operators of mining sites and on persons who disposed of or arranged for the disposal of hazardous substances found at such sites. It is not uncommon for the government to file claims requiring cleanup actions, demands for reimbursement for government-incurred cleanup costs, or natural resource damages, or for neighboring landowners and other third parties to file claims for personal injury and property damage allegedly caused by hazardous substances released into the environment. The Federal Resource Conservation and Recovery Act (“RCRA”) and comparable state statutes govern the disposal of solid waste and hazardous waste and authorize the imposition of substantial fines and penalties for noncompliance as well as requirements for corrective actions. CERCLA, RCRA and comparable state statutes can impose liability for clean-up of sites and disposal of substances found on exploration, mining and processing sites long after activities on such sites have been completed.

The Clean Air Act, as amended (“CAA”), restricts the emission of air pollutants from many sources, including mining and processing activities. Any mining operations by the Company may produce air emissions, including fugitive dust and other air pollutants from stationary equipment, storage facilities and the use of mobile sources, such as trucks and heavy construction equipment, which are subject to review, monitoring and/or control requirements under the CAA and state air quality laws. New facilities may be required to obtain permits before work can begin, and existing facilities may be required to incur capital costs in order to remain in compliance. In addition, permitting rules may impose limitations on our production levels or result in additional capital expenditures in order to comply with the rules.

The National Environmental Policy Act (“NEPA”) requires federal agencies to integrate environmental considerations into their decision-making processes by evaluating the environmental impacts of its proposed actions, including issuing permits to mining facilities and assessing alternatives to those actions. If a proposed action could significantly affect the environment, the agency must prepare a detailed statement known as an Environmental Impact Statement (“EIS”). The EPA, other federal agencies, and any interested third parties will review and comment on the scoping of the EIS and the adequacy of and findings set forth in the draft and final EIS. This process can cause delays in issuance of required permits or result in changes to a project to mitigate its potential environmental impacts, which can in turn impact the economic feasibility of a proposed project.

The Clean Water Act (“CWA”), and comparable state statutes, impose restrictions and controls on the discharge of pollutants into waters of the United States. The discharge of pollutants into regulated waters is prohibited, except in accordance with the terms of a permit issued by the EPA or an analogous state agency. The CWA regulates storm water discharge permit for certain activities. Such a permit requires the regulated facility to monitor and sample storm water run-off from its operations. The CWA and regulations implemented thereunder also prohibit discharges of dredged and fill material in wetlands and other waters of the United States unless authorized by an appropriately issued permit. The CWA and comparable state statutes provide for civil, criminal and administrative penalties for unauthorized discharges of pollutants and impose liability on parties responsible for those discharges for the costs of cleaning up any environmental and natural resource damages resulting from the release.

The Safe Drinking Water Act (“SDWA”) and the Underground Injection Control (“UIC”) program promulgated thereunder, regulate the drilling and operation of subsurface injection wells. The EPA directly administers the UIC program in some states and in others the responsibility for the program has been delegated to the state. The program requires that a permit be obtained before drilling a disposal or injection well. Violation of these regulations and/or contamination of groundwater by mining related activities may result in fines, penalties, and remediation costs, among other sanctions and liabilities under the SWDA and state laws. In addition, third party claims may be filed by landowners and other parties claiming damages for alternative water supplies, property damages, and bodily injury.

Changes to current local, state or federal laws and regulations in the jurisdictions where we operate could increase capital expenditures and increased operating and/or reclamation costs. Although we are unable to predict what additional legislation, if any, might be proposed or enacted, additional regulatory requirements could impact our ability to acquire and develop projects.

Employees

We have one executive officer who has other business interests and who is not obligated to devote any specific number of hours to our matters. He intends to devote only as much time as he deems necessary to our affairs. The amount of time our officer will devote to our affairs in any time period will vary based on our activity level during such period. For example, as we seek to raise the capital to acquire a property, our officer will expend more time on our business. Likewise, if we raise capital, our officer will spend more time selecting a property and retaining consultants. Accordingly, if and when management identifies a suitable property to acquire, we expect that our management will spend more time investigating such property and will devote additional time and effort negotiating and processing the acquisition of a target property as developments warrant.

Our management may engage in other business activities similar and dissimilar to those we are engaged in without any limitations or restrictions. To the extent that our management engages in such other activities, there will be possible conflicts of interest in diverting opportunities which would be appropriate for our Company to other entities or persons with which our management is associated or has an interest, rather than offering such opportunities to us. Since we have not established any policy for the resolution of such a conflict, we could be adversely affected should our officer/director choose to place his other business interests before ours. We cannot assure you that such potential conflicts of interest will not result in the loss of potential opportunities or that any conflict will be resolved in our favor.

We do not intend to have any full-time employees until we acquire a mining property.

Smaller Reporting Company Status

We qualify as a “smaller reporting company” under Rule 12b-2 of the Exchange Act, which is defined as a company with a public equity float of less than $250 million or it has less than $100 million in annual revenues and no public float or public float of less than $700 million. To the extent that we remain a smaller reporting company, we will have reduced disclosure requirements for our public filings, including: (1) less extensive narrative disclosure than required of other reporting companies, particularly in the description of executive compensation and (2) the requirement to provide only two years of audited financial statements, instead of three years. In addition, until such time as the public float of our common stock exceeds $75 million, we will be a non-accelerated filer and will not be required to comply with the auditor attestation requirements of Section 404(b) of the Sarbanes Oxley Act.

Ramifications of Our Status as a Shell Company

We are a shell company as defined in Rule 405 promulgated by the SEC under the Securities Act. A shell company is one that has no or nominal operations and either: (i) no or nominal assets; or (ii) assets consisting primarily of cash or cash equivalents. As a shell company, we are subject to various laws, regulations and restrictions, including that we will be subject to restrictions on our use of Form S-8 to register stock that we may issue to our employees and consultants and our stockholders will be subject to restrictions from relying on Rule 144 for the resale of your common stock, as described below.

Shell companies are prohibited from using Form S-8 to register securities under the Securities Act. If a company ceases to be a shell company, it may use Form S-8 sixty calendar days after the date on which it makes required filings with the SEC disclosing the cessation of its status as shell company, provided it has filed all reports and other materials required to be filed under the Exchange Act during the preceding 12 months (or for such shorter period that it has been required to file such reports and materials after the company files “Form 10 information,” which is information that a company would be required to file in a registration statement on Form 10 if it were registering a class of securities under Section 12 of the Exchange Act. This information would normally be reported on a current report on Form 8-K reporting the completion of a transaction that caused the company to cease being a Shell Company.

Rule 144 under the Act provides an exemption from the registration requirements of the Securities Act and allows the holders of restricted securities to sell their securities utilizing one of the provisions of this Rule. However, Rule 144 specifically precludes reliance by holders of securities of shell companies such as ours or any issuer that has been at any time previously a shell company, except if the following conditions are met:

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The issuer of the securities that was formerly a shell company has ceased to be a shell company;

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The issuer of the securities is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act;

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The issuer of the securities has filed all Exchange Act reports and material required to be filed, as applicable, during the preceding 12 months (or such shorter period that the issuer was required to file such reports and materials), other than current reports on Form 8-K; and

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At least one year has elapsed from the time that the issuer filed current comprehensive disclosure with the SEC reflecting its status as an entity that is not a shell company.

As a result of our classification as a shell company, our investors are not permitted to rely on the “safe harbor” provisions of Rule 144, promulgated pursuant to the Securities Act, so as not to be considered underwriters in connection with the sale of our securities until one year from the date that we cease to be a shell company. This will likely make it more difficult for us to attract additional capital through subsequent unregistered offerings because purchasers of securities in such unregistered offerings will not be able to resell their securities in reliance on Rule 144, a safe harbor on which holders of restricted securities usually rely to resell securities.