UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Form
10-Q
(Mark
One)
[X]
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE
ACT
OF 1934
For
the Quarterly Period Ended June 30, 2010
OR
[
] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE
ACT
OF 1934
For the
transition period from _____________ to _____________
Commission
file number 333-151419
RANGER GOLD
CORP.
(Exact
name of registrant as specified in its charter)
2533 N.
Carson St., Suite 5018
Carson City, Nevada
89706
(Address
of principal executive offices) (Zip Code)
(775)
888-3133
(Registrant's
telephone number, including area code)
_____________________
______________________
(Former
name, former address and former fiscal year, if changed since last
report)
Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days. [X] Yes
[ ]
No
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act.
|
Large
accelerated filer [ ]
|
Accelerated
filer [ ]
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|
Non-accelerated
filer [ ]
|
Smaller
reporting company [X]
|
|
(Do
not check if a smaller reporting company)
|
|
Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange
Act). Yes [ ] No
[X]
Indicate
the number of shares outstanding of each of the issuer's classes of common
stock, as of the latest practicable date: 46,020,000 shares of common stock,
$0.0001 par value, issued and outstanding as of August 11, 2010.
TABLE OF
CONTENTS
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Page
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PART
I - Financial Information
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3
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Item
1. Financial Statements
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3
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Balance
Sheets June 30, 2010 (unaudited), and March 31, 2010
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3
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Statements
of Operations (unaudited) for the three-month periods
ended
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4
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June
30, 2010 and 2009, and for the period from inception
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on
May 11, 2007 to June 30, 2010.
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Statements
of Cash Flows (unaudited) for the three-month periods
ended
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5
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June
30, 2010 and 2009, and for the period from inception
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on
May 11, 2007 to June 30, 2010.
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Notes
to the Financial Statements
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7
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Item
2. Management’s Discussion and Analysis or Plan of
Operation
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13
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Item
3 Quantitative and Qualitative Disclosures About Market
Risk
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18
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Item
4. Controls and Procedures
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18
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PART
II – Other Information
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19
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Item
1. Legal Proceedings
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19
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Item
1A. Risk Factors
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19
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Item
2. Unregistered Sales of Equity Securities and Use of
Proceeds
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19
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Item
3. Defaults Upon Senior Securities
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19
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Item
4. (Removed and Reserved)
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19
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Item
5. Other Information
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19
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Item
6. Exhibits
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19
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Item
1. Financial Statements.
RANGER
GOLD CORP.
(An
Exploration Stage Company)
BALANCE
SHEETS
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(Unaudited)
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June
30,
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March
31,
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2010
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2010
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ASSETS:
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Current
Assets:
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Cash
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$
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460,585
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$
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27,189
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Prepaid
Expenses
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541
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1,111
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Total
Current Assets
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461,126
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28,300
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Total
Assets
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$
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461,126
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$
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28,300
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LIABILITIES
& STOCKHOLDERS’ EQUITY:
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Current
Liabilities:
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Accounts
Payable and Accrued Liabilities
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$
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25,936
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$
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44,872
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Total
Current Assets
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25,936
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44,872
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Stockholders'
Equity (Deficit):
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Preferred
Stock, Par Value $.0001
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Authorized
5,000,000 shares,
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No
shares issued at June 30, 2010 and March 31, 2010
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-
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-
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Common
Stock, Par Value $.0001
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Authorized
500,000,000 shares,
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46,020,000
shares issued at June 30, 2010
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(March
31, 2010 - 45,620,000)
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4,602
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4,562
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Paid-In
Capital
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843,404
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223,599
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Deficit
Accumulated Since Inception of the Development Stage
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(412,816
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)
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(244,733
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)
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Total
Stockholders' Equity (Deficit)
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435,190
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(16,572
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)
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Total
Liabilities and Stockholders' Equity
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$
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461,126
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$
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28,300
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The
accompanying notes are an integral part of these financial
statements.
RANGER
GOLD CORP.
(An
Exploration Stage Company)
STATEMENTS
OF OPERATIONS
(Unaudited)
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Cumulative
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Since
|
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|
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May
11, 2007
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For
the Three Months Ended
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Inception
of
|
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June
30,
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Exploration
|
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2010
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2009
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Stage
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Revenues
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$
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—
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$
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—
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$
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—
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Cost
of Revenues
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—
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—
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—
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Gross
Margin
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—
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—
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—
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Expenses:
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Mineral
Property Exploration Expenditures
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39,133
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—
|
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92,204
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General
and Administrative
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128,950
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10,500
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290,067
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Net
Loss from Operations
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(168,083
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)
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(10,500
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)
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(382,271
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)
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Other
Income (Expense)
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Interest
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-
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(170)
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(545
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)
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Net
Other Income (Expense)
|
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|
-
|
|
|
|
(170
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)
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|
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(545
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)
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Write-down
of Mineral Property Acquisition Payments
|
|
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-
|
|
|
|
—
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(30,000
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)
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|
|
|
|
|
|
|
|
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Net
Loss
|
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$
|
(168,083
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)
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|
$
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(10,670
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)
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$
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(412,816
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)
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Basic
and Diluted loss per
|
|
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Share
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$
|
(0.00
|
)
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$
|
(0.00)
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Weighted
Average Shares
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Outstanding
|
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45,923,088
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45,000,000
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(1)
|
Share
amounts have been adjusted to reflect the 5:1 forward stock split
completed January 15, 2009.
|
The
accompanying notes are an integral part of these financial
statements.
RANGER
GOLD CORP.
(An
Exploration Stage Company)
STATEMENTS
OF CASH FLOWS
(Unaudited)
|
|
|
|
|
|
Cumulative
|
|
|
|
|
|
|
|
Since
|
|
|
|
|
|
|
|
May
11, 2007
|
|
|
|
|
For
the Three Months Ended
|
|
|
Inception
of
|
|
|
|
|
June
30,
|
|
|
|
|
|
|
|
2010
|
|
|
2009
|
|
|
Stage
|
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|
CASH
FLOWS FROM OPERATING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
Loss
|
|
$
|
(168,083
|
)
|
|
$
|
(10,670
|
)
|
|
$
|
(412,816
|
)
|
|
Adjustments
to Reconcile Net Loss to Net
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash
Used in Operating Activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Compensation
Expense of Stock Options
|
|
|
119,845
|
|
|
|
—
|
|
|
|
178,471
|
|
|
Write-down
of Mineral Property Acquisition Cost
|
|
|
—
|
|
|
|
—
|
|
|
|
30,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Change
in Operating Assets and Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Increase)
Decrease in Prepaid Expenses
|
|
|
570
|
|
|
|
—
|
|
|
|
(541
|
)
|
|
Increase
(Decrease) in Accounts Payable
and Accrued Liabilities
|
|
|
(18,936)
|
|
|
|
10,170
|
|
|
|
44,641
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
Cash Used in Operating Activities
|
|
|
(66,604
|
)
|
|
|
(500)
|
|
|
|
(160,245
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CASH
FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mineral
Property Acquisition Costs
|
|
|
—
|
|
|
|
—
|
|
|
|
(30,000
|
)
|
|
Net
Cash Used in Investing Activities
|
|
|
—
|
|
|
|
—
|
|
|
|
(30,000
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
CASH
FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Proceeds
from Sale of Common Stock
|
|
|
500,000
|
|
|
|
—
|
|
|
|
633,500
|
|
|
Net
Proceeds from Loan Payable
|
|
|
—
|
|
|
|
500
|
|
|
|
17,330
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
Cash Provided by Financing Activities
|
|
|
500,000
|
|
|
|
500
|
|
|
|
650,830
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
(Decrease) Increase in
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash
and Cash Equivalents
|
|
|
433,396
|
|
|
|
—
|
|
|
|
460,585
|
|
|
Cash
and Cash Equivalents
|
|
|
|
|
|
|
|
|
|
|
|
|
|
at
Beginning of Period
|
|
|
27,189
|
|
|
|
340
|
|
|
|
—
|
|
|
Cash
and Cash Equivalents
|
|
|
|
|
|
|
|
|
|
|
|
|
|
at
End of Period
|
|
$
|
460,585
|
|
|
$
|
340
|
|
|
$
|
460,585
|
|
RANGER
GOLD CORP.
(An
Exploration Stage Company)
STATEMENTS
OF CASH FLOWS
(Continued)
|
|
|
|
|
|
|
|
|
Cumulative
|
|
|
|
|
|
|
|
|
|
|
Since
|
|
|
|
|
|
|
|
May
11, 2007
|
|
|
|
|
For
the Three Months Ended
|
|
|
Inception
of
|
|
|
|
|
June
30,
|
|
|
Exploration
|
|
|
|
|
2010
|
|
|
2009
|
|
|
Stage
|
|
|
|
|
|
|
|
|
|
|
|
|
|
SUPPLEMENTAL
DISCLOSURE OF CASH FLOW INFORMATION:
|
|
|
Cash
paid during the year for:
|
|
|
|
|
|
|
|
|
|
|
Interest
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Income
taxes
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
SUPPLEMENTAL
DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Settlement
of Note Payable by a Contribution from a Shareholder
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
17,330
|
|
|
Settlement
of Accounts Payable by a Contribution from a Shareholder
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
18,705
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
SUPPLEMENTAL
DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:
|
|
During
the year ended March 31, 2010, the Company granted 1,400,000 stock options to
various consultants at exercise prices of $0.50 and $1.00 per share. The Company
has used the Black-Scholes model to determine the fair value of these stock
options. Consulting expense of $58,626 has been recorded for the year
ended March 31, 2010. The vesting period for some of these options is
up to three years. As a result, the unvested portions of the options
have been revalued resulting in the recognition of $119,845 in consulting
expense for the three-months ended June 30, 2010.
The
accompanying notes are an integral part of these financial
statements.
RANGER
GOLD CORP.
(An
Exploration Stage Company)
NOTES
TO FINANCIAL STATEMENTS
NOTE 1 -
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
This
summary of accounting policies for Ranger Gold Corp. (an exploration stage
company) is presented to assist in understanding the Company's financial
statements. The accounting policies conform to generally accepted
accounting principles and have been consistently applied in the preparation of
the financial statements.
Organization
and Basis of Presentation
Ranger
Gold Corp. (formerly Fenario, Inc.) (the “Company”) was incorporated on May 11,
2007 under the laws of the State of Nevada. The Company’s business at
that time was the development and licensing of proprietary software solutions
for healthcare providers, health care professionals and health insurance
companies. On October 28, 2009 the Company’s principal shareholder
entered into a Stock Purchase Agreement which provided for the sale of
25,000,000 shares of common stock of the Company to Gary Basrai.
Effective
as of October 28, 2009, in connection with the share acquisition, Mr. Basrai was
appointed President, Chief Executive Officer, Chief Financial Officer,
Treasurer, Director, and Chairman of the Company.
On
November 9, 2009, Mr. Basrai, as the holder of 25,000,000 (at the time
representing 55.5%) of the issued and outstanding shares of the Company’s common
stock, provided the Company with written consent in lieu of a meeting of
stockholders authorizing the Company to amend the Company’s Articles of
Incorporation for the purpose of changing the name of the Company from “Fenario,
Inc.” to “Ranger Gold Corp.” In connection with the change of the
Company’s name to Ranger Gold Corp. the Company’s business was changed to
mineral resource exploration. The change in name and business
received its final approval by the regulatory authorities on January 7,
2010.
Nature
of Operations
The
Company has no products or services as of June 30, 2010. The Company
was established to operate in the development and licensing of proprietary
software solutions for healthcare providers, health care professionals and
health insurance companies. However, the Company was not able to
proceed in the intended business and on October 28, 2009 a change of control of
the Company took place. Subsequent to the change of control the
Company became a mineral resource exploration company and will continue to seek
opportunities in this field. The Company is currently engaging in the
acquisition, exploration, and if warranted and feasible, development of natural
resource properties.
Interim
Reporting
The
unaudited financial information furnished herein reflects all adjustments, which
in the opinion of management are necessary to fairly state the financial
position of Ranger Gold Corp. and the results of its operations for the periods
presented. This report on Form 10-Q should be read in conjunction
with the Company’s financial statements and notes thereto included in the
Company’s Form 10-K for the fiscal year ended March 31, 2010. The
Company assumes that the users of the interim financial information herein have
read or have access to the audited financial statements for the preceding fiscal
year and that the adequacy of additional disclosure needed for a fair
presentation may be determined in that context. Accordingly, footnote
disclosure, which would substantially duplicate the disclosure contained in the
Company’s Form 10-K for the fiscal year ended March 31, 2010 has been
omitted. The results of operations for the three-month period ended
June 30, 2010 is not necessary indicative of results for the entire year ending
March 31, 2011.
RANGER
GOLD CORP.
(An
Exploration Stage Company)
NOTES
TO FINANCIAL STATEMENTS
(Continued)
NOTE 1 -
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(Continued)
Going
Concern
The
accompanying financial statements have been prepared assuming the Company will
continue as a going concern.
As shown
in the accompanying financial statements, the Company has incurred a net loss of
$412,816 for the period from May 11, 2007 (inception) to June 30, 2010, and has
no sales. The future of the Company is dependent upon its ability to
obtain future financing and upon future profitable operations from the
development of its mineral property. In April 2010 the Company
completed a financing for total proceeds of $500,000. The funds from
this financing are sufficient to fund the Company’s operations for the next
twelve months. However, management is currently seeking additional
capital that will be required in order to continue to operate in the
future. The financial statements do not include any adjustments
relating to the recoverability and classification of recorded assets, or the
amounts of and classification of liabilities that might be necessary in the
event the Company cannot continue in existence.
If the
Company were unable to continue as a “going concern”, then substantial
adjustments would be necessary to the carrying values of assets, the reported
amounts of its liabilities, the reported expenses, and the balance sheet
classifications used.
Pervasiveness
of Estimates
The
preparation of financial statements in conformity with generally accepted
accounting principles required management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting
period. Actual results could differ from those
estimates.
Reclassifications
Certain
reclassifications have been made in the financial statements for the quarter
ended June 30, 2009 ended to conform to accounting and financial statement
presentation for the quarter ended June 30, 2010.
Cash
and Cash Equivalents
For
purposes of the statement of cash flows, the Company considers all highly liquid
debt instruments purchased with a maturity of three months or less to be cash
equivalents to the extent the funds are not being held for investment
purposes.
Concentration
of Credit Risk
The
Company has no off-balance-sheet concentrations of credit risk such as foreign
exchange contracts, options contracts or other foreign hedging
arrangements. The Company maintains the majority of its cash balances
with one financial institution, in the form of demand deposits.
Loss
per Share
Net
income (loss) per share is computed by dividing the net income by the weighted
average number of shares outstanding during the period. As of June 30, 2010, the
company has outstanding common stock options and warrants of 1,400,000 and
1,100,000, respectively. The effects of the Company’s common stock
equivalents are anti-dilutive for June 30, 2010 and are thus not
presented.
RANGER
GOLD CORP.
(An
Exploration Stage Company)
NOTES
TO FINANCIAL STATEMENTS
(Continued)
NOTE 1 -
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(Continued)
Comprehensive
Income
The
Company has adopted SFAS No. 130, "Reporting Comprehensive Income", which
establishes standards for reporting and display of comprehensive income, its
components and accumulated balances. The Company is disclosing this
information on its Statement of Operations. Comprehensive income is
comprised of net income (loss) and all changes to capital deficit except those
resulting from investments by owners and distribution to owners.
Stock
Options
The
Company implemented Accounting Standards Codification ("ASC")
Section 718-10-25 (formerly Statement of Financial Accounting Standards
("SFAS") 123R, Accounting for Stock-Based Compensation) requiring the Company to
provide compensation costs for the Company's stock options determined in
accordance with the fair value based method prescribed in ASC
Section 718-20-25. The Company estimates the fair value of each stock
option at the grant date by using the Black-Scholes option-pricing model and
provides for expense recognition over the service period, if any, of the stock
option.
Property
Holding Costs
Holding
costs to maintain a property on a care and maintenance basis are expensed in the
period they are incurred. These costs include security and maintenance expenses,
lease and claim fees payments, and environmental monitoring and reporting
costs.
Exploration
and Development Costs
Mineral
property interests include optioned and acquired mineral development and
exploration stage properties. The amount capitalized related to a mineral
property interest represents its fair value at the time it was optioned or
acquired, either as an individual asset or as a part of a business combination.
The value of such assets is primarily driven by the nature and amount of
mineralized material believed to be contained in such properties. Exploration
costs are expensed as incurred and development costs are capitalized if proven
and probable reserves exist and the property is a commercially minable property.
Mine development costs incurred either to develop new ore deposits, expand the
capacity of operating mines, or to develop mine areas substantially in advance
of current production are capitalized. Costs incurred to maintain assets on a
standby basis are charged to operations. Costs of abandoned projects are charged
to operations upon abandonment. The Company evaluates, at least quarterly, the
carrying value of capitalized mineral interests costs and related property,
plant and equipment costs, if any, to determine if these costs are in excess of
their net realizable value and if a permanent impairment needs to be recorded.
The periodic evaluation of carrying value of capitalized costs and any related
property, plant and equipment costs are based upon expected future cash flows
and/or estimated salvage value.
Fair
Value of Financial Instruments
The
carrying value of the Company's financial instruments, including prepaid
expenses, accounts payable and accrued liabilities, at June 30, 2010
approximates their fair values due to the short-term nature of these financial
instruments.
RANGER
GOLD CORP.
(An
Exploration Stage Company)
NOTES
TO FINANCIAL STATEMENTS
(Continued)
NOTE 2 –
MINERAL EXPLORATION PROPERTIES
On
November 27, 2009 the Company executed a property option agreement with
MinQuest, Inc. (“MinQuest”) granting the Company the right to acquire 100% of
the mining interests of a mineral exploration property currently controlled by
MinQuest. The property known as the CX Property is located in Nye
County, Nevada and currently consists of 72 unpatented claims (the
“CX”). Upon execution of the CX agreement, MinQuest
accepted a 90-day, non-interest bearing promissory note from the Company for the
initial $20,000 property option payment. On February 25, 2010 the
Company paid the $20,000 balance of the note as well as reimbursed MinQuest for
CX’s holding and related property costs in the amount of $23,512.
On March
29, 2010, the Company executed a second property option agreement with MinQuest
granting the Company the right to acquire 100% of the mining interests of a
Nevada mineral exploration property currently controlled by
MinQuest. The property known as the Truman Property is located in
Mineral County, Nevada and currently consists of 52 unpatented claims (the
“Truman”). Upon execution of the Agreement the Company paid MinQuest
$10,000 and well as reimbursed MinQuest for Truman’s holdings and related
property costs in the amount of $7,859.
NOTE 3 -
EXPLORATION STATE COMPANY - GOING CONCERN
The
Company has not begun principal operations and as is common with a company in
the exploration stage, the Company has had recurring
losses. Continuation of the Company as a going concern is dependent
upon obtaining the additional working capital necessary to be successful in its
planned activity, and the management of the Company has developed a strategy,
which it believes will accomplish this objective through additional equity
funding and long term financing, which will enable the Company to operate for
the coming year.
NOTE 4 –
RELATED PARTY TRANSACTIONS
The
Company currently pays two of its directors $500 per month to serve on its Board
of Directors. The payments are made quarterly in
advance. The total amount paid to the Directors for the three-months
ended June 30, 2010 was $3,000 (2009 - $nil). In addition, the
Company has a consulting agreement with one of its directors to provide a
variety of services including assisting with the identification and assessment
of properties for potential acquisition. The Company paid $4,855 for
fees and reimbursement of expenses under this agreement for the three-months
ended June 30, 2010 (2009 - $nil).
NOTE 5 -
COMMON STOCK TRANSACTIONS
On April
20, 2010, the Company completed a private placement of 400,000 common shares at
$1.25 per share for a total offering price of $500,000.
NOTE 6 –
STOCK OPTIONS
On
February 3, 2010 the Company adopted its 2010 Stock Option Plan (“the 2010
Plan”). The 2010 Plan provides for the granting of up to 5,000,000
stock options to key employees, directors and consultants, of common shares of
the Company. Under the 2010 Plan, the granting of stock options, the
exercise prices, and the option terms are determined by the Company's Option
Committee, a committee designated to administer the 2010 Plan by the Board of
Directors. For incentive options, the exercise price shall not be
less than the fair market value of the Company's common stock on the grant date.
(In the case of options granted to an employee who owns stock possessing more
than 10% of the voting power of all classes of the Company's stock on the date
of grant, the option price must not be less than 110% of the fair market value
of common stock on the grant date.). Options granted are not to
exceed terms beyond five years.
RANGER
GOLD CORP.
(An
Exploration Stage Company)
NOTES
TO FINANCIAL STATEMENTS
(Continued)
NOTE 6 –
STOCK OPTIONS (Continued)
In order
to exercise an option granted under the Plan, the optionee must pay the full
exercise price of the shares being purchased. Payment may be made either: (i) in
cash; or (ii) at the discretion of the Committee, by delivering shares of common
stock already owned by the optionee that have a fair market value equal to the
applicable exercise price; or (iii) with the approval of the Committee, with
monies borrowed from us.
Subject
to the foregoing, the Committee has broad discretion to describe the terms and
conditions applicable to options granted under the Plan. The Committee may at
any time discontinue granting options under the Plan or otherwise suspend, amend
or terminate the Plan and may, with the consent of an optionee, make such
modification of the terms and conditions of such optionee’s option as the
Committee shall deem advisable.
During
the year ended March 31, 2010, the Company granted 1,400,000 stock options to
various consultants at exercise prices of $0.50 and $1.00 per share. The Company
has used the Black-Scholes model to determine the fair value of these stock
options. The vesting period for some of these options is up to three
years. As a result, the unvested portions of the options have been
revalued resulting in the recognition of $119,845 in consulting expense for the
three-months ended June 30, 2010 with $16,178 being recorded as mineral property
exploration expenditures and $103,667 as general and
administrative.
The
following table sets forth the options outstanding under the 2010 Plan as of
June 30, 2010:
|
|
|
Available
for
Grant
|
|
|
Options
Outstanding
|
|
|
Weighted
Average Exercise Price
|
|
|
Balance,
March 31, 2010
|
|
|
3,600,000
|
|
|
|
1,400,000
|
|
|
$
|
0.68
|
|
|
Options
granted
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
Balance,
June 30, 2010
|
|
|
3,600,000
|
|
|
|
1,400,000
|
|
|
$
|
0.68
|
|
The
following table summarizes information concerning outstanding and exercisable
common stock options under the 2010 Plan at June 30, 2010:
|
Exercise
Prices
|
Options
Outstanding
|
Remaining
Contractual Life
(in
years)
|
Weighted
Average
Exercise
Price
|
Number
of Options Currently Exercisable
|
Weighted
Average
Exercise
Price
|
|
$
0.50
|
900,000
|
4.71
|
$
0.50
|
-
|
$
0.50
|
|
$
1.00
|
500,000
|
4.71
|
$
1.00
|
-
|
$
1.00
|
|
|
1,400,000
|
|
$
0.68
|
-
|
|
The
aggregate intrinsic value of stock options outstanding at June 30, 2010 was
$63,000 and the aggregate intrinsic value of stock options exercisable at June
30, 2010 was $nil. No stock options were exercised during the quarter
ended June 30, 2010. As of June 30, 2010 there was $313,729 in
unrecognized compensation expense that will be recognized over 2.75
years.
RANGER
GOLD CORP.
(An
Exploration Stage Company)
NOTES
TO FINANCIAL STATEMENTS
(Continued)
NOTE 6 –
STOCK OPTIONS (Continued)
A summary
of status of the Company’s unvested stock options as of June 30, 2010 under all
plans is presented below:
|
|
|
Number
of
Options
|
|
|
Weighted
Average
Exercise
Price
|
|
|
Weighted
Average
Grant
Date Fair Value
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unvested
at March 31, 2010
|
|
|
1,400,000
|
|
|
$
|
0.68
|
|
|
$
|
0.27
|
|
|
Granted
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
Vested
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
Unvested
at June 30, 2010
|
|
|
1,400,000
|
|
|
$
|
0.68
|
|
|
$
|
0.27
|
|
NOTE 7 -
WARRANTS
The
following table sets forth common share purchase warrants outstanding as of June
30, 2010:
|
|
|
Warrants
Outstanding
|
|
|
Balance,
March 31, 2010
|
|
|
1,100,000
|
|
|
Warrants
granted
|
|
|
-
|
|
|
Balance,
June 30, 2010
|
|
|
1,100,000
|
|
The
following table lists the common share warrants outstanding at June 30,
2010. Each warrant is exchangeable for one common share.
|
Number
Outstanding
|
Exercise
Price
|
Weighted
Average Contractual Remaining Life (years)
|
Number
Currently Exercisable
|
Exercise
Price
|
|
550,000
|
$
0.25
|
4.58
|
-
|
$
0.25
|
|
550,000
|
$
0.50
|
4.58
|
-
|
$
0.50
|
|
1,100,000
|
|
|
-
|
|
Item
2. Management’s
Discussion and Analysis or Plan of Operations.
The
following discussion should be read in conjunction with the financial statements
of Ranger Gold Corp. (the “Company”), which are included elsewhere in this Form
10-Q. Certain statements contained in this report, including
statements regarding the anticipated development and expansion of the Company's
business, the intent, belief or current expectations of the Company, its
directors or its officers, primarily with respect to the future operating
performance of the Company and the products it expects to offer and other
statements contained herein regarding matters that are not historical facts, are
"forward-looking" statements. Future filings with the Securities and
Exchange Commission, future press releases and future oral or written statements
made by or with the approval of the Company, which are not statements of
historical fact, may contain forward-looking statements. Because such statements
include risks and uncertainties, actual results may differ materially from those
expressed or implied by such forward-looking statements. For a more detailed
listing of some of the risks and uncertainties facing the Company, please see
the Form 10-K for the year ended March 31, 2010 filed by the Company with the
Securities and Exchange Commission.
All
forward-looking statements speak only as of the date on which they are made. The
Company undertakes no obligation to update such statements to reflect events
that occur or circumstances that exist after the date on which they are
made.
General
Ranger
Gold Corp. (formerly Fenario, Inc.) was incorporated on May 11, 2007 under the
laws of the State of Nevada. The Company’s business at that time was
the development and licensing of proprietary software solutions for healthcare
providers, health care professionals and health insurance
companies. Due to the state of the economy, the Company did not
conduct any significant operations other than organizational matters, filing its
Registration Statement and filings of periodic reports with the SEC. The Company
has since abandoned its original business plan and has entered the mineral
exploration industry.
On
October 28, 2009 the Company’s principal shareholder entered into a Stock
Purchase Agreement which provided for the sale of 25,000,000 shares of common
stock of the Company to Gary Basrai. Effective as of October 28,
2009, in connection with the share acquisition, Mr. Basrai was appointed
President, Chief Executive Officer, Chief Financial Officer, Treasurer,
Director, and Chairman of the Company.
On
November 9, 2009, Mr. Basrai, as the holder of 25,000,000 (at that time
representing 55.5%) of the issued and outstanding shares of the Company’s common
stock, provided the Company with written consent in lieu of a meeting of
stockholders (the “Written Consent”) authorizing the Company to amend the
Company’s Articles of Incorporation for the purpose of changing the name of the
Company from “Fenario, Inc.” to “Ranger Gold Corp.” In connection
with the change of the Company’s name to Ranger Gold Corp. the Company’s
business was changed to mineral resource exploration. The change in
name and business received its final approval by the regulatory authorities on
January 7, 2010.
Also on
November 9, 2009 as part of the Written Consent and in relation to the Company’s
name and business change, the Written Consent adopted a resolution to implement
a forward stock split the Company’s issued and outstanding shares of common
stock. The Board of Directors subsequently approved a 5:1 forward
stock split which became effective on January 21, 2010 and was payable to all
shareholders of record as of January 15, 2010, the record date. All
references to share and per share amounts have been restated in this 10-Q and
related financial statements to reflect the forward stock split.
Stock
Options
On
February 3, 2010 the Company adopted its 2010 Stock Option Plan (“the 2010
Plan”). The 2010 Plan provides for the granting of up to 5,000,000
stock options to key employees, directors and consultants, of common shares of
the Company. Under the 2010 Plan, the granting of stock options, the
exercise prices, and the option terms are determined by the Company's Option
Committee, a committee designated to administer the 2010 Plan by the Board of
Directors. For incentive options, the exercise price shall not be
less than the fair market value of the Company's common stock on the grant date.
(In the case of options granted to an employee who owns stock possessing more
than 10% of the voting power of all classes of the Company's stock on the date
of grant, the option price must not be less than 110% of the fair market value
of common stock on the grant date.). Options granted are not to
exceed terms beyond five years.
In order
to exercise an option granted under the Plan, the optionee must pay the full
exercise price of the shares being purchased. Payment may be made either: (i) in
cash; or (ii) at the discretion of the Committee, by delivering shares of common
stock already owned by the optionee that have a fair market value equal to the
applicable exercise price; or (iii) with the approval of the Committee, with
monies borrowed from us.
Subject
to the foregoing, the Committee has broad discretion to describe the terms and
conditions applicable to options granted under the Plan. The Committee may at
any time discontinue granting options under the Plan or otherwise suspend, amend
or terminate the Plan and may, with the consent of an optionee, make such
modification of the terms and conditions of such optionee’s option as the
Committee shall deem advisable.
During
the year ended March 31, 2010, the Company granted 1,400,000 stock options to
various consultants at exercise prices of $0.50 and $1.00 per
share.
Business
Operations
We are a
natural resource exploration company with an objective of acquiring, exploring,
and if warranted and feasible, developing natural resource properties. Our
primary focus in the natural resource sector is gold. We are an exploration
state company. We do not consider ourselves a “blank check” company required to
comply with Rule 419 of the Securities and Exchange Commission, because we were
not organized for the purpose of effecting, and our business plan is not to
effect, a merger with or acquisition of an unidentified company or companies, or
other entity or person. We do not intend to merge with or acquire another
company in the next 12 months.
Though we
have the expertise on our board of directors to take a resource property that
hosts a viable ore deposit into mining production, the costs and time frame for
doing so are considerable, and the subsequent return on investment for our
shareholders would be very long term. Therefore, we anticipate selling or
partnering any ore bodies that we may discover to a major mining company. Many
major mining companies obtain their ore reserves through the purchase of ore
bodies found by junior exploration companies. Although these major mining
companies do some exploration work themselves, many of them rely on the junior
resource exploration companies to provide them with future deposits for them to
mine. By selling or partnering a deposit found by us to these major mining
companies, it would provide an immediate return to our shareholders without the
long time frame and cost of putting a mine into operation ourselves, and it
would also provide future capital for the Company to continue
operations.
The
search for valuable natural resources as a business is extremely risky. We can
provide investors with no assurance that the properties we have optioned in
Nevada contain commercially exploitable reserves. Exploration for natural
reserves is a speculative venture involving substantial risk. Few properties
that are explored are ultimately developed into producing commercially feasible
reserves. Problems such as unusual or unexpected formations and other conditions
are involved in mineral exploration and often result in unsuccessful exploration
efforts. In such a case, we would be unable to complete our business plan and
any money spent on exploration would be lost.
Natural
resource exploration and development requires significant capital and our assets
and resources are limited. Therefore, we anticipate participating in the natural
resource industry through the selling or partnering of our properties, the
purchase of small interests in producing properties, the purchase of properties
where feasibility studies already exist or by the optioning of natural resource
exploration and development projects. To date we have two properties under
option, and are in the early stages of exploring these properties. There has
been no indication as yet that any commercially viable mineral deposits exist on
these properties, and there is no assurance that a commercially viable mineral
deposit exists on any of our properties. Further exploration will be required
before a final evaluation as to the economic and legal feasibility is
determined.
Financing over the next
twelve months
Over the
next twelve months, the Company intends to explore our properties to determine
whether they contain commercially exploitable reserves of gold and silver or
other metals. The Company does not intend to hire any employees or to
make any purchases of equipment over the next twelve months, as it intends to
rely upon outside consultants to provide all the tools needed for the
exploratory work being conducted.
Current
cash on hand is sufficient for all of the Company’s commitments for the next 12
months. However, the Company will need additional funding in the future to
explore and develop its properties. We anticipate that the additional
funding that we require will be in the form of equity financing from the sale of
our common stock. However, we cannot provide investors with any
assurance that we will be able to raise sufficient funding from the sale of our
common stock to fund additional phases of the exploration program, should we
decide to proceed. We believe that debt financing will not be an
alternative for funding any further phases in our exploration
program. The risky nature of this enterprise and lack of tangible
assets places debt financing beyond the credit-worthiness required by most banks
or typical investors of corporate debt until such time as an economically viable
mine can be demonstrated. We do not have any arrangements in place
for any future equity financing
Notwithstanding,
we cannot be certain that the required additional financing will be available or
available on terms favorable to us. If additional funds are raised by the
issuance of our equity securities, such as through the issuance and exercise of
warrants, then existing stockholders will experience dilution of their ownership
interest. If additional funds are raised by the issuance of debt or other equity
instruments, we may be subject to certain limitations in our operations, and
issuance of such securities may have rights senior to those of the then existing
holders of common stock. If adequate funds are not available or not available on
acceptable terms, we may be unable to fund expansion, develop or enhance
services or respond to competitive pressures.
In the
following discussion, there are references to “unpatented” mining claims. An
unpatented mining claim on U.S. government lands establishes a claim to the
locatable minerals (also referred to as stakeable minerals) on the land and the
right of possession solely for mining purposes. No title to the land passes to
the claimant. If a proven economic mineral deposit is developed, provisions of
federal mining laws permit owners of unpatented mining claims to patent (to
obtain title to) the claim. If you purchase an unpatented mining claim that is
later declared invalid by the U.S. government, you could be
evicted.
Exploration
Programs
CX
Property
Pursuant
to the Property Option Agreement, dated as of November 27, 2009, with MinQuest
we have the option to earn a 100% interest in the CX Property located in Nye
County, Nevada, approximately, 80 km north of Tonopah. The CX
Property consists of 72 unpatented mining claims. By February 25,
2020 an aggregate $480,000 in annual option payments and a minimum aggregate
$2,500,000 in annual exploration expenditures are due under the
agreement.
Upon
execution of the CX agreement, MinQuest accepted a 90-day, non-interest bearing
promissory note from the Company for the initial $20,000 property option
payment. On February 25, 2010 the Company paid the $20,000 balance of
the note as well as reimbursed MinQuest for CX’s holding and related property
costs in the amount of $23,512. As a result of the CX property not
containing any known resource, the Company has written down its initial $20,000
property option payment in the statement of operations and comprehensive loss at
March 31, 2010.
The CX
claims presently do not have any mineral resources or reserves and the company
has reviewed the results of the historic drilling and sampling. There
is no mining plant or equipment located within the property boundaries.
Currently, there is no power supply to the mineral claims.
In April
2010 our Board of Directors approved a $150,000 exploration program that will
include 3,000 feet of reverse circulation drilling. Previous
exploration mainly focused on a small core area where numerous drill holes were
concentrated. The core area occurs near the center of the claim
block. The outlying targets were tested with wide spaced, shallow
drill holes. Some of the targets had two episodes of drilling, both
confirming the existence of gold and silver mineralization. These
outlying targets were poorly understood, but remain attractive
targets. Subsequent drilling added to the understanding of the model
through detailed mapping, sampling and a geophysical survey. However,
the program was prematurely truncated due to budget cuts. The various
targets were further defined, but never tested by drilling.
Ranger
has collected all of the data from the previous programs and intends to confirm
the validity of the targets, prioritize the best two and test them with a drill
program.
Truman
Property
On March
29, 2010, the Company executed a second property option agreement with MinQuest
granting the Company the right to acquire 100% of the mining interests of a
Nevada mineral exploration property currently controlled by
MinQuest. The property known as the Truman Property is located in
Mineral County, Nevada and currently consists of 52 unpatented claims (the
“Truman”). By March 29, 2020 an aggregate $510,000 in annual option
payments and a minimum aggregate $2,500,000 in annual exploration expenditures
are due under the agreement.
Upon
execution of the Agreement the Company paid MinQuest $10,000 as well as
reimbursed MinQuest for Truman’s holdings and related property costs in the
amount of $7,859. As a result of the Truman property not containing any known
resource, the Company has written down its initial $10,000 property option
payment in the statement of operations and comprehensive loss at March 31,
2010.
The
Truman claims presently do not have any mineral resources or reserves. The
property that is the subject of our mineral claims is undeveloped and does not
contain any open-pits. No reported historic production is noted for
the property. There is no mining plant or equipment located on the
property that is the subject of the mineral claim. Currently, there is no power
supply to the mineral claims.
In April
2010 our Board of Directors approved a $150,000 exploration program that will
include 3,000 feet of reverse circulation drilling. The project
covers 8 epithermal gold and silver targets hosted within a sequence of Tertiary
volcanics and Paleozoic sediments. These targets have been partially
defined by previous exploration groups over a 25 year period. The
historic efforts of five exploration groups have helped define high grade gold
and silver values occurring in veins and low grade gold values occurring in bulk
minable configurations.
The
company intends to concentrate on three previously identified mineralized
zones. Although the various targets were previously discovered by
others, they remain poorly explored because of past property disputes or a lack
of understanding of the geology and an ore model. Recent
breakthroughs in geologic concepts in the immediate area and ore models typified
by the aforementioned targets coupled with the historic results collected from
others work provides an excellent opportunity for Ranger to take advantage
of.
Ranger
intends to confirm its geologic theory through mapping of the target areas,
defining the targets with additional sampling and then drilling.
Results
of Operations
We did
not earn any revenues during the three-months ended June 30, 2010 or
2009. We do not anticipate earning revenues until such time as we
have entered into commercial production of our mineral properties. We
are presently in the exploration stage of our business and we can provide no
assurance that we will discover commercially exploitable levels of mineral
resources on our properties, or if such resources are discovered, that we will
enter into commercial production of our mineral properties.
For the
three months ended June 30, 2010 we had a net loss of $168,083 compared to
$10,670 in the corresponding period in 2009. The increase in the net
loss was partially due to the initiation of exploration programs on the CX and
Truman Properties that took place in the first quarter of the current
year. The Company did not have any mineral property acquisition and
exploration expenditures in 2009 as at that time the Company had not yet become
a mineral exploration business. General and administrative expenses
increased to $128,950 in the three-months ended June 30, 2010 from $10,670 in
the same period in 2009. The increase was largely due to the
recognition of $103,667 of stock-based compensation in general and
administrative expenses in the current year while none was recognized in the
prior period. The increase was also due to a higher administrative expenses
associated with setting up a new office and various regulatory expenses related
to the Company’s name change, stock split, and management changes.
Liquidity and Capital
Resources
We had
cash $460,585 and working capital of $435,190 as of June 30, 2010. We anticipate
that we will incur the following expenses over the next twelve
months:
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·
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$330,000
in property option payments, annual claim filing fees, and exploration
expenditures on the Company’s
properties;
|
|
·
|
$55,000
for operating expenses, including working capital and general, legal,
accounting and administrative expenses associated with reporting
requirements under the Securities Exchange Act of
1934.
|
Net cash
used in operating activities during the three months ended June 30, 2010 was
$66,604 compared to $500 during the three months ended June 30,
2009. A significant portion of the increase relates to an increase in
the net loss in the current period of $168,083 compared to $10,670 in the prior
period. However, partially offsetting the effect of the increased net
loss was the recognition of $119,845 in stock-based compensation in 2010 while
no stock-based compensation was recognized in 2009. Also impacting
the cash used in operations was an outflow of $18,936 from accounts payable and
accrued liabilities while in 2009 there was an inflow of $10,170 from accounts
payable and accrued liabilities. Cash received from financing
activities was $500,000 from a private placement in 2010 compared to $500 in
2009 from proceeds of a loan. There were no investing activities for either of
the three months ended June 30, 2010 or 2009.
On April
20, 2010, the Company completed a private placement of 400,000 common shares at
$1.25 per share for a total offering price of $500,000.
Going Concern
Consideration
As shown
in the accompanying financial statements, the Company has incurred a net loss of
$412,816 for the period from May 11, 2007 (inception) to June 30, 2010, and has
no sales. The future of the Company is dependent upon its ability to
obtain financing and upon future profitable operations from the development of
its mineral property. Management has plans to seek additional capital
through a private placement and public offering of its common
stock. The financial statements do not include any adjustments
relating to the recoverability and classification of recorded assets, or the
amounts of and classification of liabilities that might be necessary in the
event the Company cannot continue in existence.
There is
substantial doubt about our ability to continue as a going concern. Accordingly,
our independent auditors included an explanatory paragraph in their report on
the March 31, 2010 financial statements regarding concerns about our ability to
continue as a going concern. Our financial statements contain additional note
disclosures describing the circumstances that lead to this disclosure by our
independent auditors.
Off-Balance Sheet
Arrangements
We have
no off-balance sheet arrangements.
Item
3. Quantitative and Qualitative Disclosure About Market
Risk.
Smaller
reporting companies are not required to provide the information required by this
Item.
Item
4. Controls and Procedures.
Evaluation of Disclosure
Controls and Procedures
Our disclosure
controls and procedures are designed to ensure that information required to be
disclosed in reports that we file or submit under the Securities Exchange Act of
1934 is recorded, processed, summarized and reported within the time periods
specified in the rules and forms of the United States Securities
and Exchange Commission. Our Chief Executive Officer
and Chief Financial Officer have reviewed the
effectiveness of our "disclosure
controls and procedures" (as defined in the
Securities Exchange Act of 1934 Rules 13a-15(e) and 15d-15(e)) as of the end of
the period covered by this report
and have concluded that our disclosure controls
and procedures are effective to ensure that
material information relating to the Company is recorded,
processed, summarized, and reported in
a timely manner.
Changes in Internal Controls
over Financial Reporting
There
have been no changes in the Company's internal control over financial reporting
during the last quarterly period covered by this report that have materially
affected, or are reasonably likely to materially affect, the Company's internal
control over financial reporting.
PART II -
OTHER INFORMATION
Item
1. Legal Proceedings.
There are
no pending legal proceedings to which the Company is a party or in which any
director, officer or affiliate of the Company, any owner of record or
beneficially of more than 5% of any class of voting securities of the Company,
or security holder is a party adverse to the Company or has a material interest
adverse to the Company. The Company’s property is not the subject of
any pending legal proceedings.
Item
1A. Risk Factors.
Smaller
reporting companies are not required to provide the information required by this
Item 1A.
Item
2. Unregistered Sales of Equity Securities and Use of Proceeds.
None.
Item
3. Defaults upon Senior Securities.
None.
Item
4. (Removed and Reserved)
Item
5. Other information.
The
Company does not have any procedures by which security holders can recommend
nominees to the Board of Directors.
Item
6. Exhibits.
Exhibit
31 - Certification of Principal Executive and Financial Officer pursuant to Rule
13a-14 of the Securities and Exchange Act of 1934 as amended, as adopted
pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
Exhibit
32 – Certification of Principal Executive and Financial Officer Pursuant to 18
U.S.C Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange act of 1934, the Registrant has
duly caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
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Date: August
11, 2010
RANGER
GOLD CORP.
By:
/s/ Gurpartap Singh Basrai
Gurpartap
Singh Basrai
President,
Chief Executive
Officer,
Secretary and Treasurer
(Principal
Executive, Financial, and Accounting
Officer)
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Ranger Gold (PK) (USOTC:RNGC)
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De Nov 2024 a Dic 2024
Ranger Gold (PK) (USOTC:RNGC)
Gráfica de Acción Histórica
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