RNGC 10-Q
Ranger Gold Corp. (RNGC)
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: |
(Exact name of registrant as specified in its charter) |
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(State or other jurisdiction incorporation or organization) |
| (I.R.S. Employer of Identification No.) |
Address of registrant’s principal executive offices
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Registrant’s telephone number, including area code
_____________________________________________________
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Exchange Act:
Title of each class |
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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. ☐ Yes ☒
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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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 August 14, 2026, there were
PART I — FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
Ranger Gold Corp. | ||||||||
Balance Sheets | ||||||||
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| June 30, |
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CURRENT ASSETS |
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Prepaid Expenses |
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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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Accrued Interest - Related Party |
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TOTAL CURRENT LIABILITIES |
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Note Payable - Related Party |
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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 | ||||||||
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| For the Three Months Ended June 30, |
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Sales |
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Total Revenue |
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EXPENSES: |
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Selling, General and Administrative |
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Interest Expense |
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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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Other Income/(Loss) |
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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.
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Ranger Gold Corp. | ||||||||
Statements of Cash Flows | ||||||||
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| For the Three Months Ended June 30, |
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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 Other Current Assets and Prepaids |
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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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Note Payable (Related Party) - borrowings |
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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 (Unaudited) | ||||||||||||||||||||
For the Three Months Ended | ||||||||||||||||||||
June 30, 2026 | ||||||||||||||||||||
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Balances, April 1, 2026 |
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Net Loss |
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Balances, June 30, 2026 |
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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 (Unaudited) | ||||||||||||||||||||
For the Three Months Ended | ||||||||||||||||||||
June 30, 2025 | ||||||||||||||||||||
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Balances, April 1, 2025 |
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Net Loss |
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Balances, June 30, 2025 |
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The accompanying notes are an integral part of these financial statements.
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Ranger Gold Corp.
Notes to the Financial Statements
As of June 30, 2026
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 to change its name from “Fenario, Inc.” to “Ranger Gold Corp.” The Company’s last filings with the Securities and Exchange Commission 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 fiscal year-ends on March 31.
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.
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 an accumulated deficit 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 conditions, management has undertaken the following initiatives: 1) seek additional equity funding from current or new stockholders; 2) undertake a program to continue to monitor the Company’s working capital requirements and minimum expenditure commitments; and 3) maintain corporate overhead at a level consistent 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 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 10K for the year ended March 31, 2026, 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 June 30, 2026 and for the related periods presented.
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.
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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 June 30, 2026, and June 30, 2025, 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 June 30, 2026 and June 30, 2025.
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.
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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 June 30, 2026 and June 30, 2025.
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 June 30, 2026, 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 June 30, 2026 and June 30, 2025.
Recently Issued Accounting Pronouncements
In November 2024, the Financial Accounting Standards Board (FASB) issued ASU 2024-03, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Topic 220): Disaggregation of Income Statement Expenses, which requires additional disclosure of certain amounts included in the expense captions presented on the statement of operations, as well as disclosures about selling expenses. ASU 2024-03 is effective for the Company’s annual reporting periods beginning after December 15, 2026 and interim reporting periods beginning after December 15, 2027, on a prospective basis, with the option for retrospective application. Early adoption is permitted for annual financial statements that have not yet been issued. The Company is currently evaluating the impact that the standard will have on its condensed financial statements
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 June 30, 2026, and June 30, 2025.
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NOTE E—CAPITAL STOCK
The Company is authorized to issue
The Company is authorized to issue
Total issued and outstanding shares of common stock is
| · | During the 1st quarter ended June 30, 2026, no shares were issued. |
| · | During the 1st quarter ended June 30, 2026, no shares were issued. |
Capital Contributions
During the quarters ended June 30, 2026 and June 30, 2025, no capital contributions were made to the Company.
NOTE F—NOTES PAYABLE (RELATED PARTY) AND NOTE EXCHANGE AGREEMENT
BGS Drawdown Promissory Note – Related Party
On January 1, 2024, the Company executed a Drawdown Promissory Note in favor of Bryan Glass Securities, Inc. (“BGS”) (A Related Party) under which the Company is entitled to borrow up to an aggregate of $
| · | During the year ended March 31, 2025, the company borrowed $ |
| · | During the year ended March 31, 2026, the company borrowed $ |
| · | During the 1st quarter ended June 30, 2026, the company borrowed $ |
As of June 30, 2026, the Company has borrowed an aggregate of $
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 June 30, 2026, 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
NOTE H—MATERIAL EVENTS/MATERIAL EVENTS
Subsequent Events
The Company evaluated for subsequent events from June 30, 2026 through August 14, 2026 (the issuance date of the Company’s financial statements) and has determined that the only subsequent event that has occurred is the additional $
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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
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.
This Quarterly Report on Form 10-Q contains forward-looking statements, including statements regarding the Company’s plans, objectives, expectations, intentions and beliefs concerning future events, business strategy, financing needs and operating performance. Forward-looking statements are based on current expectations and assumptions and involve risks and uncertainties that could cause actual results to differ materially from those expressed or implied.
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 current lack of ownership or control of any mining properties; | |
| · | Our ability to identify suitable mining properties and complete satisfactory technical, legal, environmental, title and financial due diligence; |
| · | Our ability to negotiate and consummate acquisitions of mining properties on acceptable terms and at attractive valuations; |
· | Our ability to identify, manage and mitigate the numerous risks inherent in the mining industry, including risks of personal injury, loss of life and property damage, many of which may be uninsurable or insurable only on commercially unreasonable terms; | |
· | Title risks attendant to properties that we may acquire; | |
· | The risk that technical studies may not establish economically recoverable mineral resources or mineral reserves on a property we acquire, or that we may be unable to develop and operate any such property economically; | |
· | 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 revenue; | |
· | 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; | |
· | Our ability to engage and retain qualified consultants, contractors and employees as necessary; and | |
· | The impact of inflation on our ability raise capital and on operating costs. |
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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.
Overview
Ranger Gold Corp. (“we,” “us,” or the “Company”) was incorporated in May 2007 under the laws of Nevada under the name Fenario, Inc. The Company was organized to develop and license proprietary software solutions for the healthcare market and did not conduct any significant operations other than organizational matters, including filing a registration statement with the Securities and Exchange Commission (“SEC”). In October 2009, the Company changed its name from “Fenario, Inc.” to “Ranger Gold Corp.” and thereafter began pursuing opportunities in the mining industry.
Business Strategy
We are a natural resource company whose objective is to acquire, evaluate, develop and operate natural resource properties in the United States. For purposes of this Report, “acquire” includes an outright purchase of or the acquisition of rights under a lease, license, patented or unpatented claim, option or other use agreement that provides real-property, mining, surface, easement, right of way or other rights necessary to evaluate, develop or conduct mining operations on a property. We may acquire, develop and operate mining properties alone or with development partners.
Our primary focus in the natural resource sector is gold, although we may acquire rights to properties prospective for other types of minerals. As of the date of this Report, we do not hold rights in any properties, conduct substantive business operations or generate any revenue. The acquisition, evaluation and development of mineral properties are extremely risky and capital-intensive. Our ability to achieve our objective depends, among other things, on obtaining financing to fund our operations. We can provide no assurance that we will obtain financing to commence operations or acquire a property, or that any property we may acquire will contain economically recoverable mineralization.
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.
We intend to engage in mining operations rather than acquire a passive interest in an existing enterprise. Our contemplated activities include identifying an appropriate property, conducting technical due diligence and, if warranted, developing and conducting extraction operations. We do not initially expect to conduct grassroots exploration to identify properties. Instead, we expect to seek properties for which permits, a mining plan, historical information and at least some geological, geochemical or geophysical information are available. If our due diligence indicates that a property has mineral potential but our resources are insufficient to acquire or develop it independently, we may enter into a joint venture with one or more partners. We may buy or sell properties at any phase of development, including before production begins. We expect to retain geologists, consultants, mining and operations specialists and other personnel as necessary to assess available technical information, mineral resources and mineral reserves, if any, mineability and potential mining operations.
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Natural resource property acquisition, evaluation and development require significant capital, and our current assets and resources are insufficient to acquire any property or fund any mining operations. Accordingly, our principal initial objective is to raise sufficient capital to acquire a potentially attractive mining property at an acceptable valuation. We can offer no assurance that we will be successful in raising capital to fund our operations. Mr. Glass, our sole officer, director and principal stockholder, has funded our operations since January 2019, and we currently depend entirely on him to fund our operations unless and until we raise capital to identify and acquire a mining property. Although Mr. Glass has advised us of his present intention to fund our operations through loans or further investment in the Company, no written agreement obligates him to do so. If Mr. Glass does not fund our capital requirements, we may be unable to continue operations, and stockholders could lose their entire investment in the Company.
Results of Operations for the Three Months Ended June 30, 2026 Compared to the Three Months Ended June 30, 2025 (unaudited)
During the three months ended June 30, 2026 and 2025, we generated no revenue and conducted no mining operations while we focused on identifying potential mining opportunities. At June 30, 2026, we had no assets and had total liabilities of $50,384, consisting of accounts payable of $211, accrued related-party interest of $966 and a related-party note payable of $49,207. We were not party to an agreement to acquire a mining property or other assets. Total expenses and net loss were $7,091 for the three months ended June 30, 2026, compared with $8,037 for the three months ended June 30, 2025. The $946 decrease principally reflected a $1,402 decrease in filing fees, partially offset by a $335 increase in professional fees and a $121 increase in related-party interest expense.
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.
At June 30, 2026, we had an accumulated deficit of $1,231,289 and no cash. We used $7,618 of cash in operating activities during the three months ended June 30, 2026.
At June 30, 2026, we had no cash and total liabilities of $50,384. During the quarter, we borrowed $7,618 under the BGS Drawdown Note to fund operating expenses. At June 30, 2026, approximately $793 remained available under the $50,000 Drawdown Note, and BGS may approve or decline any requested advance. Mr. Glass is not contractually obligated to provide us with additional capital, and we cannot assure investors that he or BGS will continue to fund our operations. From March 31, 2026 to June 30, 2026, total assets decreased from $3,960 to $0, total liabilities increased from $43,293 to $50,384 and our stockholders’ deficit increased from $43,293 to $50,384.
Our immediate cash requirements are the legal, accounting, filing and administrative costs necessary to maintain our corporate existence and Exchange Act reporting obligations. We have no committed source of funding sufficient to meet those requirements after the remaining availability under the Drawdown Note is exhausted. Our longer-term liquidity requirements include the substantial capital needed to identify, acquire, evaluate, develop and operate a mining property and to comply with applicable governmental and environmental requirements. Mineral property development is capital-intensive and may extend over a lengthy evaluation, development and production horizon, and few properties are ultimately developed into producing mines. If we lack sufficient financial resources or financing capacity, any acquisition, development or mining operations may be curtailed, delayed or abandoned. Our ability to raise capital may be affected by macroeconomic conditions, commodity prices and conditions in the U.S. and global financial markets.
We intend to finance our future operations through sales of equity securities, loans from related parties or third parties and, if available, joint-venture or other project financing. We cannot assure investors that financing will be available on acceptable terms or at all, that we will obtain the substantial capital required to acquire and develop a mining property, or that any property we acquire will generate revenue. If we cannot obtain additional financing promptly, we may be unable to pay the costs of remaining an Exchange Act reporting company or continue operations.
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Material Cash Requirements
At June 30, 2026, we owed $49,207 of principal and $966 of accrued interest under the related-party Drawdown Note, which bears interest at 2% per year and matures on December 31, 2028. Our other material cash requirements consist primarily of the legal, accounting, filing and administrative costs necessary to maintain our corporate existence and Exchange Act reporting obligations. We had no other known material contractual cash requirements at June 30, 2026.
Going Concern
Note B to our condensed financial statements for the three months ended June 30, 2026 and the report of our independent registered public accounting firm on our financial statements for the year ended March 31, 2026 describe substantial doubt about our ability to continue as a going concern. At June 30, 2026, we had an accumulated deficit of $1,231,289, no cash and had used $7,618 of cash in operating activities during the three-month period. Our ability to continue as a going concern depends on our ability to generate profitable operations or obtain additional financing sufficient to meet our obligations as they become due. The condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty.
The going concern disclosure reflects that we may not have sufficient liquidity to continue operating. We expect to incur losses for the foreseeable future, even if we acquire a property containing economically recoverable mineral resources or mineral reserves. We will need to raise additional capital to fund our near-term operating requirements and any property acquisition or development. We cannot assure you that our plans will be successful or that required capital will be available on acceptable terms or at all. If adequate funds are unavailable, we may be unable to maintain our reporting obligations, continue operations or acquire and develop mining properties, and investors may lose their entire investment in the Company.
Off-Balance Sheet and Other Arrangements
We do not engage in any activities involving variable interest entities or off-balance sheet arrangements.
Critical Accounting Estimates
The preparation of our condensed financial statements requires management to make estimates and assumptions. Based on the nature of our current assets, liabilities and operations, management has not identified a critical accounting estimate involving a significant level of estimation uncertainty that is reasonably likely to have a material effect on our financial condition or results of operations.
Recent Accounting Pronouncements
See Note C to the financial statements included in this Report for a discussion of recently issued accounting pronouncements.
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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.
ITEM 4. CONTROLS AND PROCEDURES.
Evaluation of Disclosure Controls and Procedures
Our management is responsible for establishing and maintaining disclosure controls and procedures, as defined in Exchange Act Rule 13a-15(e), that are designed to ensure that information required to be disclosed by the Company in reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Commission’s rules and forms. Disclosure controls and procedures include controls and procedures designed to ensure that required information is accumulated and communicated to the Company’s management, including its principal executive officer and principal financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that its objectives are met. Because of the inherent limitations in all control systems, no evaluation can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. Our disclosure controls and procedures are designed to provide reasonable assurance of achieving their objectives.
Management, with the participation of Bryan Glass, the Company’s President and Chief Executive Officer and its principal executive officer, principal financial officer and principal accounting officer, evaluated the effectiveness of the Company’s disclosure controls and procedures as of June 30, 2026. Based on that evaluation, Mr. Glass concluded that the Company’s disclosure controls and procedures were not effective because of the material weaknesses described below.
The material weaknesses consist of (i) inadequate segregation of duties in the handling of cash, cash receipts and cash disbursements due to the Company’s limited personnel and (ii) the lack of independent directors to oversee financial reporting, related-party transactions, management decisions and the use of funds. These material weaknesses were disclosed in the Company’s Annual Report on Form 10-K for the year ended March 31, 2026 and continued to exist at June 30, 2026. The Company’s limited financial and personnel resources make remediation difficult. Management intends to continue formalizing cash-handling and review procedures and to seek qualified independent directors when resources permit, but cannot assure that remediation will be completed in a timely manner.
Changes in Internal Controls
There were no changes in our internal control over financial reporting during the quarter ended June 30, 2026 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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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
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ITEM 6. EXHIBITS.
Exhibit |
| Description |
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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. |
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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: August 19, 2026 | By: | /s/ Bryan Glass |
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| Name: | Bryan Glass |
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| Title: | President, Principal Executive Officer, Principal Accounting Officer and Principal Financial Officer |
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