Ranger Gold Corp 10-Q/A for FY2024 Q3
Ranger Gold Corp. (RNGC)
About this 10-Q/A
Ranger Gold Corp filed this 10-Q/A on July 9, 2024, covering the quarter ended December 31, 2023 (FY2024 Q3).
Headline figures
Quarter ended December 31, 2023, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $0
- compared with $0 a year earlier
- Net loss
- $26.11K
- compared with a net loss of $3600 a year earlier
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
For the quarterly period ended: | |
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: |
(Name of Small Business Issuer in its charter) |
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(State or other jurisdiction of Identification No.) |
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Address of registrant’s principal executive offices
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Issuer’s telephone number
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(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
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| Name of each exchange on which registered |
None |
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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. ☒
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months. ☒
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 | ☐ |
☒ | Smaller reporting company | ||
Emerging Growth Company |
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(Do not check if a smaller reporting company) |
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
At February 23, 2024, there were
EXPLANATORY NOTE
Ranger Gold Corp. (“we,” “us” or the “Company”) is filing this Quarterly Report on Form 10-Q/A (this “Form 10-Q/A”) to amend our Quarterly Report on Form 10-Q for the period ended December 31, 2023, originally filed with the Securities and Exchange Commission (the “SEC”), on February 26, 2024 (the “Original Filing”), to restate our unaudited financial statements as of and for the three and nine months ended December 31, 2023.
In the course of preparing the Company’s financial statements for the fiscal year ended March 31, 2023, management discovered that it failed to record the payment of certain accounts payable (the “Unrecorded Items”) in the audited financial statements for the fiscal year ended March 31, 2022 and the unaudited financial statements for the three-month periods ended June 30, 2022, September 30, 2022 and December 31, 2022 (the “Previously Issued Financial Statements”). The Unrecorded Items represented expenses incurred the Company that were paid directly by management of the Company through personal accounts and not through the Company’s bank account. The failure to record the Unrecorded Items resulted in material errors in the Previously Issued Financial Statements and necessitated material changes to the stockholders’ equity section of the balance sheet and the statements of operations of the Previously Issued Financial Statements. The Board of Directors of the Company (the “Board”) determined that the failure to record these transactions were not the result of fraud but were errors of omission.
The Previously Issued Financial Statements had been filed with the Company’s registration statement on Form 10 that became effective under the Securities Exchange Act of 1934, as amended, on August 29, 2022 (the “Form 10”). On November 13, 2023, the Company filed an amendment to the Form 10 to amend and restate the Previously Issued Financial Statements and to amend and restate the unaudited financial statements as of and for the quarter ended June 30, 2022 that also were filed with the Form 10. The Company subsequently filed an amendment to its quarterly reports on Form 10-Q to amend and restate the financial statements as of and for the quarters ended September 30, 2022 and December 31, 2022.
In the course of preparing the financial statements of the Company for the year ended March 31, 2024, management determined that the amount of the Unrecorded Items reached the materiality threshold for the three and nine months ended December 31, 2023. Accordingly, the Board, after discussion with management of the Company and Michael Gillespie & Associates, PLLC, the Company’s independent registered public accounting firm, concluded that the financial statements for the period ended December 31, 2023 should no longer be relied upon and should be restated to correct the errors.
The Company is restating in this Form 10-Q/A its unaudited financial statements as of and for the three and nine months ended December 31, 2023. Please see Note F to the unaudited financial statements as of and for the three and nine months ended December 31, 2023 included in this Form 10-Q/A for a discussion of the restatement and the impact on the specific accounts.
Although this Form 10-Q/A amends and restates the Original Filing in its entirety, except for the information described above, this Form 10-Q/A does not reflect events occurring after the filing of the Original Filing and the information contained in this Form 10-Q/A is current only as of the date of the Original Filing. Except as described above, no other changes have been made to the Original Filing. Accordingly, this Form 10-Q/A should be read in conjunction with the Company's filings made with the U.S. Securities and Exchange Commission (“SEC”) subsequent to the filing of the Original Filing.
In addition, as required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), new certifications by the Company’s principal executive officer and principal financial officer are filed as exhibits (in Exhibits 31.1, 32.1 and 32.2) to this Form 10-Q/A under Item 15 of Part IV hereof.
For a more complete discussion of the errors in the Previously Issued Financial Statements and the other financial statements referenced in this Explanatory Note, please see the Company’s current report on Form 8-K filed with the Securities and Exchange Commission (“SEC”) on November 1, 2023 which can be found at:
https://www.sec.gov/ix?doc=/Archives/edgar/data/1434740/000147793223008015/rngr_8k.htm
All of the Company’s filings with the SEC may be viewed at:
https://www.sec.gov/edgar/browse/?CIK=1434740
Internal Control and Disclosure Controls Considerations
In Item 4 of Part I of the Original Filing, “Controls and Procedures,” management of the Company concluded that, as of December 31, 2023, the Company’s disclosure controls and procedures were not effective to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure in such reports due to the Company’s limited resources and inability to provide for multiple levels of transaction review. The conclusions of management as to the effectiveness of the Company’s disclosure controls and procedures have not changed since the date of the Original Filing and, accordingly, no changes have been made to Item 4 of Part I of the Original Filing in this Form 10-Q/A. The weaknesses in internal control described in the Original Filing, which were a result of the Company’s limited internal resources and lack of ability to have multiple levels of transaction review, including a review of those payments comprising the Unrecorded Expenses, continue to be weaknesses in the Company’s internal controls.
Items Amended In This Form 10-Q/A
For the convenience of the reader, this Form 10-Q/A sets forth the Original Filing in its entirety, as amended to reflect the restatement. No attempt has been made in this Form 10-Q/A to update other disclosures presented in the Original Filing, except as required to reflect the effects of the restatement. The following items have been amended as a result of the restatement:
| · | Part I – Item 1. Interim Financial Statements (Unaudited). |
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| · | Part I – Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations. |
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PART I—FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS.
Ranger Gold Corp.
Balance Sheets
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| December 31, 2023 (Unaudited and Restated) |
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| As of March 31, 2023 (Audited) |
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CURRENT ASSETS |
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TOTAL CURRENT ASSETS |
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TOTAL ASSETS |
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LIABILITIES |
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CURRENT LIABILITIES |
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Accounts Payable |
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TOTAL CURRENT LIABILITIES |
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TOTAL LIABILITIES |
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COMMITMENTS AND CONTINGENCIES |
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STOCKHOLDER'S EQUITY |
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Common stock ($ |
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Preferred stock ($ |
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Additional Paid in Capital |
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Accumulated Deficit |
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TOTAL STOCKHOLDER'S EQUITY (DEFICIT) |
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TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY/(DEFICIT) |
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The accompanying notes are an integral part of these financial statements.
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Ranger Gold Corp.
Statements of Operations (Unaudited)
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| For the Three Months Ended December 31, |
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Sales |
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Total Revenue |
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EXPENSES: |
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Filing Fees |
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Professional Fees |
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Total Expense |
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Loss from operations |
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Provision for Income Taxes |
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NET LOSS |
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Weighted average common shares outstanding, basic and fully diluted |
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Basic and fully diluted net loss per common share: |
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The accompanying notes are an integral part of these financial statements.
| 4 |
Ranger Gold Corp.
Statements of Cash Flows (Unaudited)
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| For the Nine Months ended December 31, |
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CASH FLOWS FROM OPERATING ACTIVITIES: |
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Net loss |
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Adjustments to reconcile net (loss) to net cash provided by (used in) operations: |
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Changes in Assets and Liabilities: |
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Increase (decrease) in Accounts Payable and Other Accruals |
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Increase (decrease) in Accrued Interest Expense |
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NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES |
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CASH FLOWS TO/(FROM) FINANCING ACTIVITIES: |
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Contributions of Capital by Major Shareholder |
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NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES |
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NET INCREASE(DECREASE) IN CASH AND CASH EQUIVALENTS |
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CASH AND CASH EQUIVALENTS, |
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BEGINNING OF THE PERIOD |
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END OF THE PERIOD |
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SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: |
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CASH PAID DURING THE PERIOD FOR: |
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Interest |
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Taxes |
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The accompanying notes are an integral part of these financial statements.
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Ranger Gold Corp.
Statement of Stockholders' Equity
For the Nine Months Ended
December 31, 2023 (Unaudited and Restated)
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Balances, April 1, 2023 |
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Capital Contribution |
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Net Loss |
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Balances, June 30, 2023 |
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Capital Contribution |
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Net Loss |
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Balances, September 30, 2023 |
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Capital Contribution |
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Net Loss |
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Balances, December 31, 2023 |
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The accompanying notes are an integral part of these financial statements.
| 6 |
Ranger Gold Corp.
Statement of Stockholders' Equity
For the Nine Months Ended
December 31, 2022 (Unaudited and Restated)
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Balances, April 1, 2022 |
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Capital Contribution |
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Net Loss |
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Balances, June 30, 2022 |
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Capital Contribution |
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Net Loss |
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Balances, September 30, 2022 |
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Capital Contribution |
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Net Loss |
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Balances, December 31, 2022 |
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The accompanying notes are an integral part of these financial statements.
| 7 |
NOTE A—BUSINESS ACTIVITY
Ranger Gold Corp. (the “Company”) was incorporated on May 11, 2007 under the laws of the State of Nevada under the name Fenario, Inc. On October 28, 2009, the Company amended its Articles of Incorporation for the purpose of changing the name of the Company from “Fenario, Inc.” to “Ranger Gold Corp.” The Company’s last filings were for the period ended December 31, 2013 and then the Company became dormant until late 2018 when Bryan Glass petitioned to become the custodian of the Company and reinstated the Company. In January of 2019, the courts approved the custodianship, and the Company was reinstated as a corporation in the State of Nevada. The Company’s year-end is March 31st.
The accounting policies conform to generally accepted accounting principles in the United States and have been consistently applied in the preparation of the financial statements.
The results for the three months ended December 31, 2023 are not necessarily indicative of the results of operations for the full year. These financial statements and related footnotes should be read in conjunction with the consolidated financial statements and footnotes thereto included in the Company’s Annual Report on Form 10-K for the year ended March 31, 2023, filed with the Securities and Exchange Commission.
The accompanying condensed financial statements have been prepared by the Company without audit. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations, and cash flows at December 31, 2023 and for the related periods presented.
NOTE B—GOING CONCERN
The accompanying financial statements have been prepared on a going concern basis, which assumes the Company will realize its assets and discharge its liabilities in the normal course of business. As reflected in the accompanying financial statements, the Company has a deficit accumulated of $
The Company’s ability to continue as a going concern is dependent upon its ability to generate future profitable operations and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. These circumstances raise substantial doubt about the Company’s ability to continue as a going concern for the 12 months from the date when these financial statements were issued. The accompanying financial statements do not include any adjustments that might arise because of this uncertainty.
To address these aforementioned, management has undertaken the following initiatives: 1) enter into discussions to secure additional equity funding from current or new shareholders; 2) undertake a program to continue to monitor the Company’s ongoing working capital requirements and minimum expenditure commitments; 3) continue their focus on maintaining an appropriate level of corporate overhead in line with the Company’s available cash resources.
NOTE C—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation- The financial statements included herein were prepared under Generally Accepted Accounting Principles (GAAP).
All adjustments have been made which in the opinion of management are necessary, normal, and recurring in nature for presentation.
Interim filings should be read in conjunction with the Company’s annual report as of March 31, 2022.
Cash and Cash Equivalents- For the purposes of the Statement of Cash Flows, the Company considers liquid investments with an original maturity of three months or less to be cash equivalents.
Management’s Use of Estimates- The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. The financial statements above reflect all of the costs of doing business.
| 8 |
NOTE C—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES—CONT’D
Revenue Recognition- On May 28, 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers, Topic 606 (“ASC 606”), requiring an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. The new revenue standard replaces most existing revenue recognition guidance in GAAP and permits the use of either the full retrospective or modified retrospective transition method. The Company adopted this standard using the modified basis effective January 1, 2019 and given the Company's limited revenue, the modified retrospective basis has no material impact on prior years given the limited revenue.
Comprehensive Income (Loss) - The Company reports Comprehensive income and its components following guidance set forth by section 220-10 of the FASB Accounting Standards Codification which establishes standards for the reporting and display of comprehensive income and its components in the financial statements. There were no items of comprehensive income (loss) applicable to the Company during the period covered in the financial statements.
Net Income per Common Share- Net loss per common share is computed pursuant to section 260-10-45 of the FASB Accounting Standards Codification. Basic net loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period. Diluted net loss per share is computed by dividing net loss by the weighted average number of shares of common stock and potentially outstanding shares of common stock during each period.
Deferred Taxes- The Company accounts for income taxes under Section 740-10-30 of the FASB Accounting Standards Codification. Deferred income tax assets and liabilities are determined based upon differences between the financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is more likely than not that the assets will not be realized. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the statements of operations in the period that includes the enactment date.
Fair Value of Financial Instruments- The carrying amounts reported in the balance sheet for cash, accounts receivable and accounts payable approximate fair value based on the short-term maturity of these instruments.
Accounts Receivable- Accounts deemed uncollectible are written off in the year they become uncollectible. As of December 31, 2023, and December 31, 2022, the balance in Accounts Receivable was $
Impairment of Long-Lived Assets- The Company evaluates the recoverability of its fixed assets and other assets in accordance with section 360-10-15 of the FASB Accounting Standards Codification for disclosures about Impairment or Disposal of Long-Lived Assets. Disclosure requires recognition of impairment of long-lived assets in the event the net book value of such assets exceeds its expected cash flows. If so, it is impaired and is written down to fair value, which is determined based on either discounted future cash flows or appraised values. The Company adopted the statement on inception. No impairments of these types of assets were recognized during the periods ended December 31, 2023, and December 31, 2022.
Stock-Based Compensation- The Company accounts for stock-based compensation using the fair value method following the guidance set forth in section 718-10 of the FASB Accounting Standards Codification for disclosure about Stock-Based Compensation. This section requires a public entity to measure the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award (with limited exceptions). That cost will be recognized over the period during which an employee is required to provide service in exchange for the award- the requisite service period (usually the vesting period). No compensation cost is recognized for equity instruments for which employees do not render the requisite service.
| 9 |
NOTE C—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES—CONT’D
Fair Value for Financial Assets and Financial Liabilities- The Company follows paragraph 825-10-50-10 of the FASB Accounting Standards Codification for disclosures about fair value of its financial instruments and paragraph 820-10-35-37 of the FASB Accounting Standards Codification (“Paragraph 820-10-35-37”) to measure the fair value of its financial instruments. Paragraph 820-10-35-37 establishes a framework for measuring fair value in accounting principles generally accepted in the United States of America (U.S. GAAP) and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, Paragraph 820-10-35-37 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three levels of fair value hierarchy defined by Paragraph 820-10-35-37 are described below:
Level 1 | Quoted market prices available in active markets for identical assets or liabilities as of the reporting date. |
Level 2 | Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date. |
Level 3 | Pricing inputs that are generally unobservable inputs and not corroborated by market data. |
The carrying amounts of the Company’s financial assets and liabilities, such as cash and accrued expenses, approximate their fair values because of the short maturity of these instruments. The Company’s note payable would approximate the fair value of such instrument based upon management’s best estimate of interest rates that would be available to the Company for similar financial arrangement at the periods ended December 31, 2023 and December 31, 2022.
The Company does not have any assets or liabilities measured at fair value on a recurring or a non-recurring basis, consequently, the Company did not have any fair value adjustments for assets and liabilities measured at fair value at December 31, 2023, nor gains or losses are reported in the statement of operations that are attributable to the change in unrealized gains or losses relating to those assets and liabilities still held at the reporting date for the periods ended December 31, 2023 and December 31, 2022.
Recently Issued Accounting Pronouncements
The FASB recently issued Accounting Standard Update (ASU) 2021-012 to clarify that all derivative instruments affected by changes to the interest rates used for discounting, margining, or contract price alignment (commonly referred to as the discounting transition) are in the scope of ASC 848. The amendments also clarify other aspects of the guidance in ASC 848 and addresses the effects of the cash compensation adjustment provided in the discounting transition on certain aspects of hedge accounting. The guidance in ASC 848 also allows entities to make a one-time election to sell and/or transfer to available for sale or trading any held-to-maturity (HTM) debt securities that refer to an interest rate affected by reference rate reform and were classified as held to maturity before 1 January 2020. The adoption of this standard did not have a material impact on the Company’s financial position and results of operations.
Other pronouncements issued by the FASB or other authoritative accounting standards groups with future effective dates are either not applicable or are not expected to be significant to the Company’s financial position, results of operations or cash flows.
NOTE D-SEGMENT REPORTING
The Company follows the guidance set forth by section 280-10 of the FASB Accounting Standards Codification for reporting and disclosure on operating segments of the Company. It also requires segment disclosures about products and services, geographic areas, and major customers. The Company determined that it did not have any separately reportable operating segments as of December 31, 2023, and December 31, 2022.
NOTE E-CAPITAL STOCK
The Company is authorized to issue
The Company is authorized to issue
| 10 |
NOTE E-CAPITAL STOCK—CONT’D
Total issued and outstanding shares of common stock is
During the year ended March 31, 2023, no shares were issued.
During the quarter ended June 30, 2023, no shares were issued.
During the quarter ended September 30, 2023, no shares were issued.
During the quarter ended December 31, 2023, no shares were issued.
Capital Contributions
During the nine months ended December 31, 2023, $
NOTE F—CORRECTION OF AN ERROR/PRIOR PERIOD RESTATEMENT
During our 2022 fiscal year-end reconciliation/close-out and subsequent audit, Management discovered that Accounts Payable amounts owed to Vendors and the related expenses incurred were incorrect in 2022. Some vendors had been paid outside of the bank account and directly by the owner which should have been recorded as an addition to the Additional Paid in Capital. In addition, some unpaid vendor invoices were not billed to Accounts Payable. Per ASC 250-10, since the error correction is material and material to financial statements previously issued, Management promptly corrected the errors and restated previously issued financial statements.
Below are tables of the December 31, 2022 accounts impacted by the correction of the error:
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NET LOSS |
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Fiscal Year 2023
During our most recent reconciliation/close-out and subsequent audit, Management discovered that amounts paid and owed to Vendors and the related expenses incurred were incorrect in 2023. Expenses paid by the owner, which should have been recorded as expenses and as an addition to Accounts Payable and Paid in Capital Contributions were not properly posted. Per ASC 250-10, since the error correction is material and material to financial statements previously issued, Management is promptly correcting the errors and restating previously issued financial statements.
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Statement of Operations: |
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Expenses: |
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NET LOSS |
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| 11 |
NOTE G – INCOME TAX
The Company provides for income taxes under (now included under Accounting Standards Codification (ASC), 740), Accounting for Income Taxes. ASC 740 requires the use of an asset and liability approach in accounting for income taxes. Deferred tax assets and liabilities are recorded based on the differences between the financial statement and tax bases of assets and liabilities and the tax rates in effect when these differences are expected to reverse.
ASC 740 requires the reduction of deferred tax assets by a valuation allowance if, based on the weight of available evidence, it is more likely than not that some or all the deferred tax assets will not be realized. For Federal income tax purposes, the Company has net operating loss carry forwards that expire through 2030. The net operating loss carry forward as of December 31, 2023, is approximately $
No tax benefit has been reported in the financial statements because after evaluating our own potential tax uncertainties, the Company has determined that there are no material uncertain tax positions that have a greater than 50% likelihood of reversal if the Company were to be audited. The provision for income taxes differs from the amounts which would be provided by applying the statutory federal income tax rate of
The Company is not obligated to pay State Income Taxes because it is a Nevada corporation. The Company does not currently have any tax returns open for examination.
NOTE H—SUBSEQUENT EVENTS/MATERIAL EVENTS
Since the close of the period covered by the financial statements of which these notes form a part, there have been no material or subsequent transactions since the close of the period covered by this report through July 3, 2024.
| 12 |
ITEM 2. 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:
| · | Our ability to obtain financing as and when needed on acceptable terms. |
| · | Our management’s inexperience in the mining industry. |
| · | 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. |
| · | Our ability to manage the myriad risks attendant to the mining industry, including risks to life and property, many of which are uninsurable |
| · | Title risks attendant to properties that we may acquire. |
| · | Our failure to accurately estimate the amount of reserves on a property and our ability to mine such reserves profitably. |
| · | Risks associated with navigating governmental regulations and obtaining and maintaining permits required to conduct operations. |
| · | Costs associated with complying with governmental regulations, including environmental regulations. |
| · | The impact that changes in federal and state legislation, including changes in mining taxes and royalties payable to governments, could have on our revenues. |
| · | 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. |
| · | The impact of weather and other natural events on our operations. |
| · | Changes in commodity prices. |
| · | The costs of defending litigation and payments we may be required to make with respect to decisions adverse to us. |
| · | The lingering economic and social impacts of COVID 19 and our ability to retain qualified contractors and employees. |
| · | 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.
| 13 |
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.
| 14 |
Results of Operations for the Three Months Ended December 31, 2023 Compared to the Three Months Ended December 31, 2022 (unaudited, as restated)
During the three months ended December 31, 2023 and 2022, we conducted no substantive business operations. During the period, we focused on qualifying our class of common stock for registration under the Exchange Act and planning for future operations.
As of December 31, 2023, we had no assets and liabilities of $21,993. We incurred expenses during the three-month period ending December 31, 2023 of $26,109, consisting of payments to professionals in connection with satisfying our reporting requirements under the Exchange Act, and experienced a loss of $26,109. During the three-month period ended December 31, 2022, we incurred expenses of $3,600, consisting of payments to professionals in connection with the preparation and filing of reports under the Exchange Act, and experienced a loss of $3,600.
Results of Operations for the Nine Months Ended December 31, 2023 Compared to the Nine Months Ended December 31, 2022 (unaudited)
During the nine months ended December 31, 2023 and 2022, we conducted no substantive business operations. As of December 31, 2023, we had no assets and liabilities of $3,243.
During the nine months ended December 31, 2023, we incurred expenses $39,867, consisting of payments to professionals in connection with satisfying our reporting requirements under the Exchange Act, and suffered a loss of $39,867. During the nine-month period ended December 31, 2022, we incurred expenses of $16,133, consisting principally of payments to professionals in connection with the preparation and filing of reports under the Exchange Act, and experienced a loss of $16,133.
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 $1,164,996 and have used $21,117 in operations during the period January 2019, when current management assumed control of the Corporation, through December 31, 2023.
As of December 31, 2023, 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 $2,250 under the Drawdown Note.
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.
| 15 |
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, 2023
As of December 31, 2023, 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.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
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.
ITEM 4. CONTROLS AND PROCEDURES.
Evaluation of Disclosure Controls and Procedures
Our management is responsible for establishing and maintaining a system of disclosure controls and procedures (as defined in Rule 13a-15(e)) under the Exchange Act) that is designed to ensure that information required to be disclosed by the Company in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time specified in the Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive officer or officers and principal financial officer or officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. However, a control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Because of the inherent limitations in all controls systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected. Our disclosure controls and procedures are designed to provide reasonable assurance of achieving its objectives.
Pursuant to Rule 13a-15(b) under the Exchange Act, the Company carried out an evaluation with the participation of the Company’s management performed an evaluation, under the supervision and with the participation of the Company’s Chief Executive Officer, who is the Company’s principal executive officer and principal financial officer and who we refer to herein as our PEO, of the effectiveness of the Company’s disclosure controls and procedures (as defined under Rule 13a-15(e) under the Exchange Act) as of the quarter ended December 31, 2023. Based upon that evaluation, the Company’s PEO concluded that the Company’s disclosure controls and procedures were not effective as of December 31, 2023 due to the Company’s limited internal resources and lack of ability to have multiple levels of transaction review.
Management is in the process of determining how best to address this condition and implement a more effective system to ensure that information required to be disclosed in this quarterly report on Form 10-Q has been recorded, processed, summarized and reported accurately. Our management acknowledges the existence of this problem, and intends to developed procedures to address them to the extent possible given limitations in financial and manpower resources. While management is working on a plan, no assurance can be made at this point that the implementation of such controls and procedures will be completed in a timely manner or that they will be adequate
once implemented.
Changes in Internal Controls
There were no changes in the Company’s internal control over financial reporting (as defined in Rules 13a-15 and 15d-15 under the Exchange Act) during the quarter ended December 31, 2023 that would have materially affected, or been reasonably likely to materially affect, the Company’s internal control over financial reporting.
| 16 |
PART II—OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
There are presently no pending legal proceedings to which the Company is a party or as to which any of its property is subject, and no such proceedings are known to the Company to be threatened or contemplated against it.
ITEM 1A. RISK FACTORS
We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934, as amended, and are not required to provide the information required under this item.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
Since the date on which the Company filed its last quarterly report on Form 10-Q and through the date of this report, the Company did not sell any securities.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
ITEM 5. OTHER INFORMATION
None
| 17 |
ITEM 6. EXHIBITS.
Exhibit |
| Description |
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| Drawdown Promissory Note in favor of Bryan Glass Securities, Inc. dated January 1, 2024. | |
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101.INS |
| Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document) |
101.SCH |
| Inline XBRL Taxonomy Extension Schema Document |
101.CAL |
| Inline XBRL Taxonomy Extension Calculation Linkbase Document |
101.DEF |
| Inline XBRL Taxonomy Extension Definition Linkbase Document |
101.LAB |
| Inline XBRL Taxonomy Extension Label Linkbase Document |
101.PRE |
| Inline XBRL Taxonomy Extension Presentation Linkbase Document |
104 |
| Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
___________________
* | In accordance with Item 601 of Regulation S-K, this Exhibit is hereby furnished to the SEC as an accompanying document and is not deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933. |
| 18 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| RANGER GOLD CORP. |
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Date: July 9, 2024 | By: | /s/ Bryan Glass |
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| Name: | Bryan Glass |
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| Title: | President, Principal Executive Officer and Principal Financial Officer |
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| 19 |
EXHIBIT 10.1
PROMISSORY NOTE
| $50,000.00 | JANUARY 1, 2024 |
FOR VALUE RECEIVED, and subject to the terms and conditions set forth herein, Ranger Gold Corp., a Nevada corporation (the “Borrower”), hereby unconditionally promises to pay to the order of Bryan Glass Securities, Inc. or its assigns (the “Holder,” and together with the Borrower, the “Parties”), the principal amount of Fifty Thousand Dollars ($50,000.00) or, if less, the aggregate unpaid principal amount of all advances made by the Holder to the Borrower (which aggregate unpaid principal amount shall be equal to the amount set forth opposite the date last appearing on Schedule A attached to this Promissory Note (as the same may be amended, supplemented, or modified from time to time in accordance with its terms, the “Note”)).
1. Definitions; Interpretation. Capitalized terms used herein shall have the meanings set forth in this Section 1.
“Account” has the meaning set forth in Section 2.1.
“Advances” has the meaning set forth in the introductory paragraph.
“Affiliate” means, with respect to any Person, any other Person that directly or indirectly through one or more intermediaries controls, is controlled by or is under common control with, the Person in question. As used herein, the term “control” means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through ownership of voting securities, by contract or otherwise.
“Borrower” has the meaning set forth in the introductory paragraph.
“Business Day” means a day other than a Saturday, Sunday, or other day on which commercial Holders in New York City are authorized or required by law to close.
“Change in Control” means (a) any Person or group of persons within the meaning of § 13(d)(3) of the Securities Exchange Act of 1934 becomes the beneficial owner, directly or indirectly, of 50% or more of the outstanding equity interests of the Borrower, or (b) individuals who constitute the board of directors of the Borrower cease for any reason to constitute at least a majority of the board of directors of the Borrower.
“Default Rate” means six percent (6%).
“Event of Default” has the meaning set forth in Section 7.
“Governmental Authority” means the government of any nation or any political subdivision thereof, whether at the national, state, territorial, provincial, municipal or any other level, and any agency, authority, instrumentality, regulatory body, court, central Holder, or other entity exercising executive, legislative, judicial, taxing, regulatory, or administrative powers or functions of, or pertaining to, government.
“Holder” has the meaning set forth in the introductory paragraph.
“Interest Rate” means four percent (4%).
“Law” means any law (including common law), statute, ordinance, treaty, rule, regulation, order, decree, judgment, writ, injunction, settlement agreement, requirement, or determination of an arbitrator or a court or other Governmental Authority, in each case applicable to or binding upon a Person or any of its property or to which such Person or any of its property is subject.
“Material Adverse Effect” means a material adverse effect on (a) the business, assets, properties, liabilities (actual or contingent), operations or condition (financial or otherwise) of the Borrower, (b) the validity or enforceability of this Note or (c) the ability of the Borrower to perform any of its payment] obligations hereunder.
“Maturity Date” means December 31, 2028; provided, however, that if a Change of Control occurs, the Maturity Date shall be the date immediately prior to such Change of Control.
“Note” has the meaning set forth in the introductory paragraph.
“Parties” has the meaning set forth in the introductory paragraph.
“Person” means any individual, corporation, limited liability company, trust, joint venture, association, company, limited or general partnership, unincorporated organization, Governmental Authority, or other entity.
“Request” has the meaning set forth in Section 2.1.
2. Making the Advances.
2.1 Requesting an Advance. Borrow may request an Advance by transmitting to the Holder via email a written notice stating the amount of the Advance, the purpose of the Advance and the date by which the Advance must be funded, which notice shall be received by the Holder not less than three days prior to the date on which such funds are required by the Company (each such request for an Advance, a “Request”). The Holder shall, within twenty four hours of the receipt of a Request, advise the Company whether it will make the Advance and the amount to be Advanced, if less than the full amount set forth in the Request. If the Holder determines to make the Advance, it shall, within forty-eight hours of the time it communicates to the Company its undertaking to make the Advance, transmit the funds by wire transfer or ACH to the Company’s bank account or to such other account as the Company may set forth in a Request (the “Account”). Any Advance shall be made in the Holder’s sole discretion and may be refused for any reason or no reason. The Borrower agrees that the crediting of the amount of an Advance to the Account or in accordance with the instructions of the Borrower shall constitute conclusive evidence that such Advance was made. Neither the failure of the Holder to indorse on Schedule A attached hereto the amount of any Advance, nor the failure of the Holder designated by the Borrower to credit the proceeds of any Advance to the designated account maintained at such Holder, shall affect the Borrower’s obligations hereunder.
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3. Payment Dates; Optional Prepayments.
3.1 Payment Date. The aggregate unpaid principal amount of the Advances and all accrued and unpaid interest thereon shall be payable on the Maturity Date.
3.2 Optional Prepayments. The Borrower may prepay the amount due under this Note in whole or in part at any time or from time to time without penalty or premium. Any prepayment shall be credited as provided in Section 5.2.
4. Interest.
4.1 Interest Rate.
(a) Except as otherwise provided herein, the outstanding principal amount of each Advance evidenced hereby shall bear interest at the Interest Rate from the date such Advance was made until such Advance is paid in full, whether at maturity, upon acceleration, by prepayment, or otherwise.
4.2 Default Interest. If any amount payable hereunder is not paid when due (without regard to any applicable grace periods), whether at stated maturity, by acceleration, or otherwise, such overdue amount shall bear interest, payable on demand, at the Default Rate from the date of such non-payment until such amount is paid in full.
4.3 Computation and Accrual of Interest.
(a) All computations of interest on each Advance shall be made on the basis of a year of 360 days and the actual number of days elapsed.
(b) Interest shall accrue on each Advance on the day on which such Advance is made and shall not accrue on such Advance for the day on which it is paid.
4.4 Interest Rate Limitation. If at any time and for any reason whatsoever, the interest rate payable on any Advance shall exceed the maximum rate of interest permitted to be charged by the Holder to the Borrower under applicable Law, such interest rate shall be reduced automatically to the maximum rate of interest permitted to be charged under applicable Law.
5. Payment Mechanics.
5.1 Manner of Payments. Each payment of interest or principal shall be made in lawful money of the United States of America no later than 3:00 PM New York time on the date on which such payment is due by wire transfer of immediately available funds to the Holder in accordance with instructions provided by the Holder in writing to the Borrower from time to time.
5.2 Application of Payments. All payments made under this Note shall be applied first to the payment of any fees or charges outstanding hereunder, second to accrued interest, and third to the payment of the principal amount outstanding under this Note.
5.3 Business Day Convention. Whenever any payment to be made hereunder shall be due on a day that is not a Business Day, such payment shall be made on the next succeeding Business Day and such extension will be taken into account in calculating the amount of interest payable under this Note.
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5.4 Evidence of Debt.
(a) The Holder is authorized to record on Schedule A attached hereto each Advance made to the Borrower and each payment or prepayment thereof. The entries made by the Holder shall, to the extent permitted by applicable Law, be conclusive evidence absent manifest error of the existence and amounts of the obligations of the Borrower therein recorded; provided, however, that the failure of the Holder to record such payments or prepayments, or any error or inaccuracy therein, shall not in any manner affect the validity or enforceability of any obligation of the Borrower to repay (with applicable interest) in accordance with the terms of this Note any Advance actually made by the Holder under this Note.
(b) The books and records of the Holder and statements of account issued by the Holder shall be admissible in evidence in any action or proceeding arising out of, based upon, or in any way connected to, this Note.
5.5 Rescission of Payments. If at any time any payment made by the Borrower under this Note is rescinded or must otherwise be restored or returned upon the insolvency, bankruptcy, or reorganization of the Borrower or otherwise, the Borrower’s obligation to make such payment shall be reinstated as though such payment had not been made.
6. Representations and Warranties. The Borrower hereby represents and warrants to the Holder on the date hereof as follows (and each request for an Advance will be deemed a representation and warranty by the Borrower on the date of such Advance that):
6.1 Existence; Power and Authority; Compliance with Laws. The Borrower (a) is a corporation duly incorporated, validly existing, and in good standing under the laws of its state of Nevada, (b) has the requisite power and authority, and the legal right, to own, lease, and operate its properties and assets and to conduct its business as it is now being conducted, to borrow Advances, to execute and deliver this Note, and to perform its obligations hereunder, and (c) is in compliance with all Laws except to the extent that the failure to comply therewith would not reasonably be expected to have a Material Adverse Effect.
6.2 Authorization; Execution and Delivery. The execution and delivery of this Note by the Borrower, its borrowing of Advances, and the performance of its obligations hereunder have been duly authorized by all necessary corporate action in accordance with all applicable Laws. The Borrower has duly executed and delivered this Note.
6.3 No Approvals. No consent, authorization, or order of, filing with, notice to, license from, or other act by, or in respect of, any Governmental Authority or any other Person is required in order for the Borrower to borrow Advances or to execute, deliver, or perform any of its obligations under this Note.
6.4 No Violations. The execution and delivery of this Note, the borrowing of any Advance, and the consummation by the Borrower of the transactions contemplated hereby do not and will not (a) violate any Law applicable to the Borrower or by which any of its properties or assets may be bound or (b) constitute a default under any material agreement or contract by which the Borrower may be bound.
6.5 Enforceability. This Note is a valid, legal, and binding obligation of the Borrower, enforceable against the Borrower in accordance with its terms.
6.6 No Litigation. No action, suit, litigation, investigation, or proceeding of, or before, any arbitrator or Governmental Authority is pending or, to the knowledge of the Borrower, threatened by or against the Borrower or any of its property or assets (a) with respect to this Note or any of the transactions contemplated hereby or (b) that would reasonably be expected to materially adversely affect the Borrower’s financial condition or the ability of the Borrower to perform its obligations under this Note.
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7. Acceleration; Events of Default and Remedies.
All Advances, together with all accrued interest thereon, shall become immediately and automatically due and payable, without demand for payment, presentment for payment, protest, notice of payment, notice of dishonor, notice of nonpayment, notice of acceleration of maturity, and diligence in taking any action to collect sums owing hereunder, upon (a) the commencement by or against the Borrower of any case, proceeding, or other action (i) under any existing or future Law relating to bankruptcy, insolvency, reorganization, or other relief of debtors, seeking to have an order for relief entered with respect to it, or seeking to adjudicate it as bankrupt or insolvent, or seeking reorganization, arrangement, adjustment, winding-up, liquidation, dissolution, composition, or other relief with respect to it or its debts or (ii) seeking appointment of a receiver, trustee, custodian, conservator, or other similar official for it or for all or any substantial part of its assets and, in any case described in this clause (a), if commenced against the Borrower, results in the entry of an order for any relief described in this clause (a) which has not been vacated, discharged, or stayed or bonded pending appeal within 60 days from the entry thereof, or (b) the Borrower making a general assignment for the benefit of its creditors, or (c) the commencement against the Borrower of any case, proceeding, or other action seeking issuance of a warrant of attachment, execution, or similar process against all or any substantial part of its assets, or (d) the Borrower taking any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the acts set forth in clause (a), (b), or (c) above, or (d) the Borrower generally not, or being unable to, or admitting in writing its inability to, pay its debts as they become due.
Upon the occurrence of any of the following (“Events of Default”) and at any time thereafter during the continuance of such Event of Default, the Holder may, at its option, by written notice to the Borrower, (x) declare the entire principal amount of the Advances together with all accrued interest thereon and all other amounts payable under this Note, immediately due and payable:
7.1 Failure to Pay. The Borrower fails to pay (a) any principal amount of any Advance when due or (b) interest or any other amount when due and such failure continues for ten (10) days after written notice to the Borrower.
7.2 Breach of Representations and Warranties. Any representation or warranty made or deemed made by the Borrower to the Holder herein is incorrect in any material respect on the date as of which such representation or warranty was made or deemed made.
7.3 Judgments. One or more judgments or decrees shall be entered against the Borrower, individually or in the aggregate, in excess of $5,000 and all of such judgments or decrees shall not have been vacated, discharged, or stayed or bonded pending appeal within 30 days from the entry thereof.
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8. Miscellaneous.
8.1 Notices.
(a) All notices, requests, or other communications required or permitted to be delivered hereunder shall be delivered in writing, in each case to an address specified by a Party may from time to time.
(b) Notices if (i) mailed by certified or registered mail or sent by hand or overnight courier service shall be deemed to have been given when received, (ii) mailed by other than certified or registered mail shall be deemed to have been given three (3) Business Days after mailing, and (iii) sent by email shall be deemed received upon the sender’s receipt of an acknowledgment from the intended recipient (such as by the “return receipt requested” function, as available, return email, or other written acknowledgment).
8.2 Expenses. The Borrower shall reimburse the Holder on demand for all reasonable out-of-pocket costs, expenses and fees (including reasonable expenses and fees of counsel), whether or not litigation is commenced, incurred by the Holder of, incidental to, in any way relating to, or in connection with, the transactions contemplated hereby, including any of the Advances, and the protection of the Holder’s rights and enforcement of the Borrower’s obligations hereunder.
8.3 Governing Law. This Note and any claim, controversy, dispute, or cause of action (whether in contract or tort or otherwise) based upon, arising out of, or relating to, this Note and the transactions contemplated hereby shall be governed by, and shall be construed and interpreted, and all rights and obligations hereunder determined, in accordance with, the laws of the State of New York.
8.4 Submission to Jurisdiction. The Borrower hereby irrevocably and unconditionally (i) agrees that any legal action, suit, or proceeding arising out of or relating to this Note may be brought in the courts of the State of New York sitting in Nassau County or of the United States District Court for the Eastern District of New York or any appellate court from any thereof and (ii) submits to the exclusive jurisdiction of any such court in any such legal action, suit, or proceeding. Final judgment against the Borrower in any such legal action, suit, or proceeding shall be conclusive and may be enforced in any other jurisdiction by suit on the judgment or in any other manner provided by law.
8.5 Venue. The Borrower acknowledges that the venue provided in Section 8.4 is a convenient forum and hereby irrevocably and unconditionally waives, to the fullest extent permitted by applicable law, any objection that it may now or hereafter have to the laying of venue of any legal action, suit, or proceeding arising out of or relating to this Note in any court referred to in Section 8.4 and the defense of an inconvenient forum, or based on a more convenient forum, to the maintenance of such legal action, suit, or proceeding in any such court.
8.6 Waiver of Jury Trial. THE BORROWER HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING DIRECTLY OR INDIRECTLY BASED UPON, ARISING OUT OF, OR OTHERWISE RELATING TO, THIS NOTE OR THE TRANSACTIONS CONTEMPLATED HEREBY, WHETHER BASED ON CONTRACT, TORT, OR ANY OTHER THEORY.
8.7 Successors and Assigns. This Note may be assigned or transferred by the Holder to any Person. The Borrower may not assign or transfer this Note or any of its rights or obligations hereunder, other than to an Affiliate of Borrower, without the prior written consent of the Holder (and any attempted such assignment with such consent shall be null and void). This Note shall inure to the benefit of, and be binding upon, the Parties and their permitted assigns.
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8.8 Waiver of Notice. The Borrower hereby waives demand for payment, presentment for payment, protest, notice of payment, notice of dishonor, notice of nonpayment, notice of acceleration of maturity, and diligence in taking any action to collect sums owing hereunder.
8.9 Amendments and Waivers. No term of this Note may be modified or amended, orally or by course of dealing, except by an instrument in writing signed by authorized officers of the Holder and of the Borrower. No term of this Note may be waived, orally or by course of dealing, except by an instrument in writing signed by an authorized officer of the Holder. Any waiver of the terms hereof shall be effective only in the specific instance and for the specific purpose given.
8.10 Headings. The headings of the various Sections and subsections herein and of the schedules hereto are for reference only and shall not define, modify, expand, or limit any of the terms or provisions hereof.
8.11 No Waiver; Cumulative Remedies. No failure to exercise, and no delay in exercising, on the part of the Holder, any right, remedy, power, or privilege hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege. The rights, remedies, powers, and privileges herein provided are cumulative and not exclusive of any rights, remedies, powers, and privileges provided by law.
8.12 Waiver of Counterclaims. The Borrower waives the right to claim or interpose any counterclaim in any litigation or set-off of any kind relating to this Note or the transactions contemplated hereby.
8.13 Electronic Execution. The words “execution,” “signed,” “signature,” and words of similar import in this Note shall be deemed to include electronic or digital signatures or electronic records, each of which shall be of the same effect, validity, and enforceability as manually executed signatures or a paper-based record-keeping system, as the case may be, to the extent and as provided for under applicable law, including the New York Electronic Signatures and Records Act (N.Y. State Tech. Law §§ 301 to 309).
8.14 Severability. If any term or provision of this Note is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Note or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal, or unenforceable, the Parties shall negotiate in good faith to modify this Note so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.
[signature page follows]
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IN WITNESS WHEREOF, the Borrower has executed this Note as of January 1, 2024.
| RANGER GOLD CORP. | |||
| By: |
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| Name: | Bryan Glass, | |
| Title: | President | ||
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SCHEDULE A
ADVANCES AND PAYMENTS
| Date of Advance | Amount of Advance | Amount of Principal Paid | Name of Person Making the Notation |
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EXHIBIT 31.1
CERTIFICATION PURSUANT TO SECTION 302
OF THE SARBANES-OXLEY ACT OF 2002
I, Bryan Glass, certify that:
| 1. | I have reviewed this quarterly report on Form 10-Q/A of Ranger Gold Corp.; |
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| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
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| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
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| 4. | As the registrant’s sole certifying officer, I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
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| a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
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| b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under my supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
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| c) | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
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| d) | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
| 5. | As the registrant’s sole certifying officer, I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
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| a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
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| b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
| Date: July 9, 2024 | By: | /s/ Bryan Glass |
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| Name: | Bryan Glass |
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| Title: | President, Principal Executive Officer |
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EXHIBIT 31.2
CERTIFICATION PURSUANT TO SECTION 302
OF THE SARBANES-OXLEY ACT OF 2002
I, Bryan Glass, certify that:
| 1. | I have reviewed this quarterly report on Form 10-Q/A of Ranger Gold Corp.; |
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| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
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| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
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| 4. | As the registrant’s sole certifying officer, I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
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| a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
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| b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under my supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
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| c) | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
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| d) | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
| 5. | As the registrant’s sole certifying officer, I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
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| a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
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| b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
| Date: July 9, 2024 | By: | /s/ Bryan Glass |
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| Name: | Bryan Glass |
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| Title: | Principal Financial Officer |
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EXHIBIT 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 *
I, Bryan Glass, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the Quarterly Report on Form 10-Q/A of Ranger Gold Corp. for the quarter ended December 31, 2023 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that information contained in such Quarterly Report on Form 10-Q/A fairly presents in all material respects the financial condition and results of operations of Ranger Gold Corp.
| Date: July 9, 2024 | By: | /s/ Bryan Glass |
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| Bryan Glass |
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| President, Principal Executive Officer and Principal Financial Officer |
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___________
* The foregoing certification is being furnished solely pursuant to 18 U.S.C. Section 1350 and is not being filed as part of the Report or as a separate disclosure document.