02/24/2026 | Press release | Distributed by Public on 02/24/2026 05:02
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
Cautionary statement regarding forward-looking statements
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our financial statements and related notes appearing elsewhere in this Quarterly Report on Form 10-Q, or Report.
The information in this discussion and elsewhere in this Report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the "Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Such statements are based upon current expectations that involve risks and uncertainties. Any statements contained herein that are not statements of historical fact may be deemed to be forward-looking statements. For example, the words "may," "will," "believe," "anticipate," "plan," "expect," "intend," "could," "estimate," "continue" and similar expressions or variations identify forward-looking statements.
Although we believe that we have a reasonable basis for each forward-looking statement contained in this Report, we caution you that these statements are based on a combination of facts and factors currently known by us and our projections of the future, about which we cannot be certain. We caution you that forward-looking statements are not guarantees of future performance and that our actual results of operations, financial condition and liquidity, and the development of the industry in which we operate may differ materially from the forward-looking statements contained in this Report. Factors that might cause such a discrepancy include, but are not limited to:
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Our ability to obtain financing as and when needed on acceptable terms. |
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Our management's inexperience in the mining industry. |
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Our lack of mining properties and the difficulties we will encounter in identifying and completing due diligence on mining properties and negotiating deals to acquire mining properties at attractive valuations. |
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Our ability to manage the myriad risks attendant to the mining industry, including risks to life and property, many of which are uninsurable |
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Title risks attendant to properties that we may acquire. |
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Our failure to accurately estimate the amount of reserves on a property and our ability to mine such reserves profitably. |
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Risks associated with navigating governmental regulations and obtaining and maintaining permits required to conduct operations. |
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Costs associated with complying with governmental regulations, including environmental regulations. |
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The impact that changes in federal and state legislation, including changes in mining taxes and royalties payable to governments, could have on our revenues. |
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The impact that regulations and pending legislation involving climate change could have on our ability to operate and on operating costs, which could have a material adverse effect on our business. |
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The impact of weather and other natural events on our operations. |
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Changes in commodity prices. |
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The costs of defending litigation and payments we may be required to make with respect to decisions adverse to us. |
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The lingering economic and social impacts of COVID 19 and our ability to retain qualified contractors and employees. |
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The impact of inflation on our ability raise capital and on operating costs. |
We caution readers not to place undue reliance on any forward-looking statements made by us, which speak only as of the date they are made. We disclaim any obligation, except as specifically required by law and the rules of the Securities and Exchange Commission, to publicly update or revise any such statements to reflect any change in our expectations or in events, conditions or circumstances on which any such statements may be based, or that may affect the likelihood that actual results will differ from those set forth in the forward-looking statements.
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Business Strategy
We are a natural resource company with an objective of acquiring, exploring and developing natural resource properties in the United States, thereby continuing the business of prior management. For purposes of this 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.
Our primary focus in the natural resource sector is gold, though we may acquire rights to properties that have reserves of other types of minerals. As of the date of this Report, we do not hold rights in any mining properties nor do we 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, among other things, our receipt of financing to fund 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 exploit commercial quantities of minerals from any property we may acquire.
We intend to source and evaluate potential mining properties through online directories of mining properties and claims for sale, among other resources. 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. Prior to making an offer to acquire a property, we intend to engage qualified consultants to conduct the due diligence required to evaluate and appraise a site.
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. We may elect to acquire or lease a property either alone or in a joint venture with a partner.
It is our intention to engage in mining operations as opposed to acquiring a passive interest in an existing enterprise. Mining operations include 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.
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 a potentially lucrative mining property at an attractive valuation. 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 even 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.
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Results of Operations for the Three Months Ended December 31, 2025 Compared to the Three Months Ended December 31, 2024 (unaudited)
During the three months ended December 31, 2025 and 2024, we conducted no substantive business operations. During the period, management commenced considering opportunities available in the mining industry.
As of December 31, 2025, we had insignificant assets and total liabilities of $37,255, consisting of the principal payable under a promissory note made in favor of our principal stockholder. We incurred expenses during the three-month period ending December 31, 2025 of $4,678, consisting of payments to professionals and filing agents in connection with satisfying our reporting requirements under the Exchange Act, and experienced a loss from operations in a like amount. During the three-month period ended December 31, 2024, we incurred expenses of $8,259, consisting of payments to professionals and filing agents in connection with satisfying our reporting requirements under the Exchange Act, and experienced a loss from operations of $8,259.
Results of Operations for the Nine Months Ended December 31, 2025 Compared to the Nine Months Ended December 31, 2024 (unaudited)
During the nine months ended December 31, 2025 and 2024, we conducted no substantive business operations. During the nine months ended December 31, 2025, we incurred expenses $21,024, consisting of payments to professionals and filing agents in connection with satisfying our reporting requirements under the Exchange Act, and suffered a loss from operations of $21,024. During the nine-month period ended December 31, 2024, we incurred expenses of $20,130, consisting of payments to professionals and filing agents in connection with satisfying our reporting requirements under the Exchange Act, and suffered a loss from operations of $20,130.
Liquidity and Capital Resources
Liquidity is the ability of a company to generate adequate amounts of cash to support its current and future operations, satisfy its obligations, and otherwise operate on an ongoing basis. Significant factors in the management of liquidity are funds generated by operations, the availability of credit facilities, levels of accounts receivable and accounts payable and capital expenditures.
Since inception, we have a deficit accumulated of $1,218,160 and have used $18,389 in operations during the period January 2019, when current management assumed control of the Company, through December 31, 2025.
As of December 31, 2025, we did not have any cash or other liquid assets. On January 1, 2024, the Company executed a Drawdown Promissory Note in favor of Bryan Glass Securities, Inc. ("BGS") under which the Company is entitled to borrow up to an aggregate of $50,000 (the "Drawdown Note"). The Drawdown Note bears interest at the rate of 2% per year and matures on December 31, 2028. Under the Drawdown Note, the Company must request a drawdown against the instrument not less than three days prior to the date on which it requires the proceeds stating the amount of the drawdown and the purposes to which the proceeds will be applied. BGS is entitled to approve or decline an advance of all or a portion of the drawdown request. As of the date of this report, the Company has borrowed $35,836 under the Drawdown Note and $14,164 remains available for advances thereunder.
Our primary requirements for liquidity and capital are to fund the acquisition and development of mining properties, including costs associated with complying with government regulations. 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. If we do not have the financial strength or sufficient credit or other financing capability to cover the costs of developing or operating a mine, our operations at the mine may be curtailed, delayed or cease entirely. The ability to raise sufficient capital may be affected by, among other things, macroeconomic conditions, future commodity prices of metals to be mined, or a further downturn in the U.S. or global financial markets as has been experienced in recent years. In addition, a continued economic downturn or credit crisis could adversely affect the ability to obtain debt or equity financing for the exploration, development and operation of their properties.
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We will seek to finance our future operations through the sale of equity securities and from third party loans. We cannot offer investors any assurance that we will obtain the considerable capital required to acquire and develop a mining property or that we will generate any revenue from any property that we acquire. We expect that our ability to obtain debt or equity financing for the acquisition, development and operation of properties will be more difficult in the current inflationary environment.
Contractual Commitments as of December 31, 2025
As of December 31, 2025, the Company had no contractual obligations, as such term is defined in Item 303 of Regulation S-K promulgated under the Securities Act of 1933, as amended.
Going Concern
Our negative working capital, continuing operating losses, failure to generate revenues and lack of operating capital create substantial doubt about the Company's ability to continue as a going concern. The ability of the Company to continue as a going concern is dependent on its ability to obtain capital from our affiliates to fund our operations, generate cash from the sale of its securities and attain future profitable operations. Management's plans include selling its equity securities and obtaining debt financing to fund its capital requirement and ongoing operations; however, there can be no assurance the Company will be successful in these efforts.
Off-Balance Sheet Arrangements
The Company does not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on the Company's financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.
Contractual Obligations
As a "smaller reporting company," as defined by Item 10 of Regulation S-K, the Company is not required to provide the information required by this Item.