Annual Report for Fiscal Year Ending 03-31, 2026 (Form 10-K)

Management's Discussion and Analysis of Financial Condition and Results of Operations

Overview

We are a natural resource company with an objective of acquiring, exploring and developing natural resource properties in the United States. 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. Our acquisition of a property may take the form of the outright purchase of property or the lease, license, claim (whether patented or unpatented) or other use agreement which provides us with 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 currently do not hold rights in any mining properties and do not engage in any substantive business operations or generate revenue from any sources. The nature and percent of the interest we acquire in a property will depend on several variables, including the amount of capital we possess.

We intend 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 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 due diligence reveals may possess reserve potential that we are unable to acquire or develop on our own, 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.

During the fiscal year ended March 31, 2026, we reviewed several potential acquisition targets, including an operating company currently producing gold in Alaska. We have not entered into any binding agreement to acquire any mining property or business, and there can be no assurance that any discussions will result in a transaction.

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 ability to raise funds to finance the acquisition of one or more mining properties, the completion of adequate due diligence and commencement of mining operations. We can provide investors with no assurance that we will obtain financing to acquire a property and commence operations or that we will exploit commercial quantities of minerals from any property we may acquire.

Results of Operations

During the fiscal years ended March 31, 2025 and 2026, the Company did not engage in any substantive business operations and did not generate any revenue. During 2026, we incurred operating expenses of $27,062, including $20,855 in professional fees, and suffered a net loss of $27,062, as compared to 2025 in which the Company did not generate any revenue and incurred operating expenses of $27,846, including $19,500 in professional fees, and suffered a net loss of $27,846.

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Liquidity and Capital Resources

As of March 31, 2026, the Company had no assets, total liabilities of $43,293 and had a deficit accumulated of $1,224,198 compared to the year ended March 31, 2025 in which we had no assets, no liabilities and had a deficit accumulated of $1,197,136.

At present, the Company has no business operations and no cash resources. Bryan Glass, our principal stockholder, who is our sole officer and director, has advised us of his present intention to fund our operations through loans or further investment in the Company, though there is no written agreement binding him to do so. In the event that Mr. Glass does not fund our capital requirements, we would be unable to continue as a going concern and stockholders could lose the entire amount of their investment in our Company.

We will require significant third-party financing to conduct due diligence with respect to any property we may consider acquiring, to acquire a property and to fund mining operations. Financing transactions may include the issuance of equity or debt securities, obtaining credit facilities or through other financing mechanisms. We cannot predict whether equity or debt financing will be available at terms acceptable to us, if at all.

Over the next twelve months, we expect to incur costs and expenses related to:

	·	identifying and conducting due diligence on mining properties in the U.S.;
	·	maintaining our corporate existence, such as annual fees due to the State of Nevada; and
	·	filing periodic reports under the Exchange Act including filing and professional fees.

We cannot estimate the costs we will incur in connection with identifying and conducting due diligence on mining properties. These costs are difficult to quantify given the multitude of variables associated with such activities. We expect to incur costs associated with filing reports under the Exchange Act over the next twelve months of approximately $15,000 to $25,000. Our ongoing expenses will result in continued net operating losses that will increase until we can consummate a business transaction with a profitable target business, if ever.

Related Party Drawdown Promissory Note

To fund our ongoing operational expenses, we rely on financial support from related parties. On January 1, 2024, the Company executed a Drawdown Promissory Note (the "Drawdown Note") in favor of Bryan Glass Securities, Inc. ("BGS"), a related party. Under the terms of the Drawdown Note, the Company is entitled to borrow up to an aggregate principal amount of $50,000. The Drawdown Note bears interest at a rate of 2% per annum and matures on December 31, 2028.

Funding under the instrument is subject to a formal request process. The Company must submit a drawdown request to BGS at least three days prior to the date the funds are required, specifying the requested amount and the intended operational purpose. BGS retains sole discretion to approve or decline all or any portion of each drawdown request.

During the fiscal year ended March 31, 2026, the Company borrowed $24,142 against the Drawdown Note, compared to $17,447 borrowed during the fiscal year ended March 31, 2025. As of March 31, 2026, the cumulative outstanding principal balance under the note was $41,589, leaving a remaining balance of $8,411 available for future advances, subject to BGS approval.

For the fiscal years ended March 31, 2026 and 2025, the Company incurred interest expense of $627 and $116, respectively, under this arrangement. As of March 31, 2026, total accrued and unpaid interest under the Drawdown Note was $743, which is included in due to related parties on our balance sheet.

The Company currently has no cash resources and is dependent upon advances under the Drawdown Promissory Note, additional related-party funding or other financing to satisfy its ongoing reporting, corporate and administrative expenses. Because BGS is not obligated to approve any requested advance, there can be no assurance that additional funds will be available under the Drawdown Promissory Note when needed or at all.

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Going Concern

Our 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. Our ability to continue as a going concern is dependent on our ability to obtain capital from our affiliate to fund operations, to generate cash from the sale of securities and, ultimately, to enter into revenue generating 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.

Critical Accounting Policies and Use of Estimates

The discussion and analysis of financial condition and results of operations are based upon the Company's financial statements, which have been prepared in accordance with generally accepted accounting principles in the United States. The preparation of these financial statements requires estimates and assumptions that affect the reported amounts of assets, liabilities, sales and expenses, and related disclosure of contingent assets and liabilities. On an ongoing basis, our management evaluates its estimates based upon historical experience and various other assumptions that it believes to be reasonable in the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates.

The Company believes that its significant accounting policies affect its more significant estimates and judgments used in the preparation of its financial statements. Our significant accounting policies are described in Note C to our audited financial statements included elsewhere in this annual report on Form 10-K.