SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

____________________________

FORM 10-Q

X . QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarter Ended ~~September~~December 3031, 2011

. TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE TRANSITION PERIOD FROM _______________________ TO _______________________

RARUS ~~MINERALS~~TECHNOLOGIES INC.

(Exact name of small business issuer as specified in its charter)

Commission File # 333-168925

Nevada

(State or other jurisdiction of incorporation or organization)

27-2015109

(IRS Employer Identification Number)

2850 W. Horizon Ridge Parkway, Suite 200

Henderson, NV 89052

(Address of principal executive offices)

Phone: (702) 430-4610 ~~Fax:~~ ~~(702) 430-4501~~

(Issuer’s telephone number)

Copy of all Communications to:

Parsons, Burnett, Bjordahl, Hume, LLP

1850 Skyline Tower, 10900 NE 4th St.

Bellevue, WA 98004

Phone: (425) 451-8036 Fax: (425) 451-8568 (fax)

Indicate by check mark whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 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. Yes X . No .

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes X . No .

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	.	Accelerated filer	.
Non-accelerated filer	. (Do not check if a smaller reporting company)	Smaller reporting company	X .

Indicate by check mark whether the registrant is a shell company as defined in Rule 12b-2 of the Exchange Act. Yes . No X .

The issuer had 434,750,000 shares of common stock issued and outstanding as of ~~October~~February 3113, ~~2011~~2012.

RARUS ~~MINERALS~~TECHNOLOGIES INC.

(An Exploration Stage Company)

Table of Contents

			Page
PART I. Financial Information
	Item 1. Financial Statements.
		Balances Sheets at September 30, 2011 (unaudited) and June 30, 2011 (audited)	3
		Balances Sheets at December 31, 2011 (unaudited) and June 30, 2011 (audited)	1
		Unaudited Statements of Operations for the three month periods ended September 30, 2011 and September 30, 2010 and the Exploration Stage Period of June 23, 2010 to September 30, 2011	4
		Unaudited Statements of Operations for the three and six month periods ended December 31, 2011 and December 31, 2010 and the Exploration Stage Period of June 23, 2010 to December 31, 2011	2
		Unaudited Statements of Cash Flows for the three month periods ended September 30, 2011 and September 30, 2010 and the Exploration Stage Period of June 23, 2010 to September 30, 2011	5
		Unaudited Statements of Cash Flows for the six month periods ended December 31, 2011 and December 31, 2010 and the Exploration Stage Period of June 23, 2010 to December 31, 2011	3
		Unaudited Supplemental Disclosure of Non-cash Investing and Financing Activities for the three month periods ended September 30, 2011 and September 30, 2010 and the Exploration Stage Period of June 23, 2010 to September 30, 2011	6
		Unaudited Supplemental Disclosure of Non-cash Investing and Financing Activities for the six month periods ended December 31, 2011 and December 31, 2010 and the Exploration Stage Period of June 23, 2010 to December 31, 2011	4
		Unaudited Notes to Financial Statements	75
	Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		1311
	Item 3. Quantitative and Qualitative Disclosures about Market Risk		2814
	Item 4. Controls and Procedures		2815
PART II. Other Information			3016
	Item 1. Legal Proceedings		3016
	Item 1a. Risk Factors		3016
	Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		3421
	Item 3. Defaults Upon Senior Securities		3421
	Item 4. (Removed and Reserved)		3421
	Item 5. Other Information		3421
	Item 6. Exhibits		3422
Signatures			3422

PART I – FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS (unaudited)

RARUS ~~MINERALS~~TECHNOLOGIES INC.

(An Exploration Stage Company)

Balances Sheets

		September 30, 2011		June 30, 2011
		December 31, 2011 (unaudited)		June 30, 2011
		(unaudited)
ASSETS
CURRENT ASSETS
Cash	$	420,~~756~~058	$	1,325
Prepaid expenses		121,~~988~~214		796
Total current assets		641,~~744~~272		2,121
OTHER ASSETS
Websites & domain names (net of accumulated amortization of $2,000 at June 30, 2011) (Note 2)		-		275
Websites & domains (net of amortization of $2,000 at June 30, 2011) (Note 2)		—		275
Total other assets		—		275
Total assets	$	641,~~744~~272	$	2,396
LIABILITIES AND STOCKHOLDERS’ EQUITY
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
CURRENT LIABILITIES
Accounts payable and accrued expenses (Note7)	$	4,195	$	19,075
Accounts payable and accrued expenses (Note 4)	$	—	$	19,075
Advances and loans from stockholders (Note 5)		18,500		18,500
Advances and loans from stockholders (Note 6)		18,500		18,500
Loans (Note 6)		108,922		34,000
Loans (Note 7)		108,922		34,000
Accrued interest on loans		2,443		550
Accrued interest on loans (Note 7)		5,202		550
Total current liabilities		~~134~~132,~~060~~624		72,125
Total liabilities	$	~~134~~132,~~060~~624	$	72,125
COMMITMENTS AND CONTINGENCIES (Note 7)		-		-
COMMITMENTS AND CONTINGENCIES (Notes 2, 3, 5, 8 and 9)		—		—
STOCKHOLDERS’ EQUITY (DEFICIT)
Preferred stock, $0.001 par value; 100,000,000 shares authorized; zero shares issued and outstanding	$	-—	$	-—
Common stock, $0.001 par value; 750,000,000 shares authorized; 434,750,000 and 425,000,000 issued and outstanding at September 30, 2011 and June 30, 2011, respectively (Note 4)		434,750		425,000
Common stock, $0.001 par value; 750,000,000 shares authorized; 434,750,000 and 425,000,000 issued and outstanding at December 31, 2011 and June 30, 2011, respectively (Note 4)		434,750		425,000
Additional Paid-in Capital (Notes 4 and 7)		(453,195)		(448,320)
Additional Paid-in Capital (Notes 4)		(453,195)		(448,320)
Retained Earnings (Deficit) accumulated during exploration stage		(108,871)		(46,409)
Shares subscribed but unissued		80,000		—
Total stockholders’ (deficit)		(127,316)		(69,729)
Retained Earnings (Deficit) accumulated during exploration stage		(152,907)		(46,409)
Total liabilities and stockholders’ equity (deficit)	$	6,744	$	2,396
Total stockholders’ equity (deficit)	$	(91,352)	$	(69,729)
Total liabilities and stockholders’ equity (deficit)	$	41,272	$	2,396

The accompanying notes to financial statements are an integral part of these Financial statements

RARUS ~~MINERALS~~TECHNOLOGIES INC.

(An Exploration Stage Company)

Statements of Operations

(Unaudited)

		Three months Ended September 30, 2011		Three months Ended September 30, 2010		June 23, 2010 (inception) through September 30, 2011
		Three months ended December 31, 2011		Three months ended December 31, 2010		Six months ended December 31, 2011		Six months ended December 31, 2010		June 23, 2010 (inception) through December 31, 2011
EXPENSES:
Exploration expenses	$	3310,~~233~~538	$	-—	$	5143,~~733~~771	$	—	$	62,271
Professional & consultant fees		2512,~~000~~670		-—		3337,~~000~~670		—		45,670
Administrative expenses (Note 2)		2,141		1,410		29,400
Administrative expenses		3,069		693		5,210		2,105		32,469
Investor relations		~~195~~—		-—		195		—		195
Impairments on mineral properties		-		-		37,875
Mineral properties impairments		15,000		—		15,000		—		52,875
Total expenses		6041,~~569~~277		~~1,410~~693		~~152~~101,~~203~~846		2,105		193,480
Net (loss) from Operations		(6041,~~569~~277)		(~~1,410~~693)		(~~152~~101,~~203~~846)		(2,105)		(193,480)
OTHER INCOME (LOSS):
Gain from debt cancellation		-—		-—		~~49,500~~—		—		49,500
Impairment loss		-—		-—		~~(3,725)~~—		—		(3,725)
Interest expense (Note 6)		(1,893)		-		(2,443)
Interest expense (Note 7)		(2,759)		—		(4,652)		—		(5,202)
Net Other Income (Loss)		(12,~~893~~759)		-—		43(4,~~332~~652)		—		40,573
NET (LOSS)	$	(6244,~~462~~036)	$	(~~1,410~~693)	$	(~~108~~106,~~871~~498)	$	(2,105)	$	(152,907)
Loss per common share, basic and diluted	$	Nil	$	Nil	$	Nil	$	Nil
Weighted average shares outstanding (Note 2)		~~433~~434,~~478~~750,~~261~~000		640,000,000		434,114,130		640,000,000

The accompanying notes to financial statements are an integral part of these Financial statements

RARUS ~~MINERALS~~TECHNOLOGIES INC.

(An Exploration Stage Company)

Statements of Cash Flows

(Unaudited)

		Three months Ended September 30, 2011		Three months Ended September 30, 2010		June 23, 2010 (inception) through September 30, 2011
		Six months ended December 31, 2011		Six months ended December 31, 2010		June 23, 2010 (inception) through December 31, 2011
Cash flows from operating activities:
Net loss for the period	$	(62106,~~462~~498)	$	(12,~~410~~105)	$	(~~108~~152,~~871~~907)
Reconciling adjustments:
Adjustments to reconcile net loss to net cash used in operation activities:
Mineral properties impairments		-15,000		-—		3752,875
Impairment loss - website/domain names		-—		-—		3,725
Net gain on debt cancellation		-—		-—		(49,500)
Amortization		-—		~~500~~1,000		2,000
Common stock issued for organization expense		-—		-—		6,800
Net change in operating assets and liabilities
Sale of website/domain names		275		-—		275
Prepaid expenses		(120,~~192~~418)		-—		(121,~~988~~214)
Accounts payable and accrued expenses		(89,~~112~~548)		(14,~~372~~898)		1817,~~513~~077
Net cash provided by (used in) operating activities		(71121,~~491~~189)		(26,~~282~~003)		(91140,~~171~~869)
Cash flows from investing activities:
Purchase of Mineral Properties		-(15,000)		-—		(3752,875)
Net cash provided by (used in) investing activities		-(15,000)		-—		(3752,875)
Cash flows from financing activities:
Common stock issued for cash		-—		-—		20,000
Deferred offering costs paid in cash		-		-		(13,620)
Shares subscribed but not issued		80,000		—		80,000
Proceeds from advances and loans from stockholders		-		3,350		25,850
Deferred offering costs paid in cash		—		—		(13,620)
Re-payments for advances and loans from stockholders		-		-		(7,350)
Proceeds from advances and loans from stockholders		—		6,850		25,850
Proceeds from loans		74,922		-		108,922
Re-payments for advances and loans from stockholders		—		—		(7,350)
Net cash provided by (used in) financing activities		74,922		3,350		133,802
Proceeds from loans		74,922		—		108,922
Net increase (decrease) in cash		3,431		1,068		4,756
Net cash provided by (used in) financing activities		154,922		6,850		213,802
Cash, beginning of period		1,325		-		-
Net increase (decrease) in cash		18,733		847		20,058
Cash, end of period	$	4,756	$	1,068	$	4,756
Cash, beginning of period		1,325		—		—
Cash, end of period	$	20,058	$	847	$	20,058

The accompanying notes to financial statements are an integral part of these Financial statements

RARUS ~~MINERALS~~TECHNOLOGIES INC.

(An Exploration Stage Company)

Supplemental Disclosure of Non-cash Investing and Financing Activities

(Unaudited)

		Three months Ended September 30, 2011		Three months Ended September 30, 2010		June 23, 2010 (inception) through September 30, 2011
		Six months ended December 31, 2011		Six months ended December 31, 2010		June 23, 2010 (inception) through December 31, 2011
Forgiveness of account payable owed to former director	$	-—	$	-—	$	7,000
Common stock issued for property purchase	$	4,875	$	-	$	4,875
Common stock issued for mineral properties purchases	$	4,875	$	—	$	4,875

The accompanying notes to financial statements are an integral part of these Financial statements

RARUS ~~MINERALS~~TECHNOLOGIES INC.

(An Exploration Stage Company)

Notes to Financial statements

Note 1 – Operations

Organization and Description of Business

Rarus ~~Minerals~~Technologies Inc. ('Rarus', 'We', the 'Registrant', or the 'Company') was incorporated in the State of Nevada on June 23, 2010 under the name HotelPlace, Inc. On June 24, 2011, the Company ~~filed~~changed aits ~~Certificate~~name ~~of Amendment~~ to ~~its~~Rarus ~~Articles~~Minerals ofInc.; ~~Incorporation~~and ~~with~~on ~~the~~February ~~Nevada~~7, ~~Secretary~~2012 ofthe ~~State~~Company ~~changing~~changed its ~~corporate~~ name to Rarus ~~Minerals~~Technologies Inc. ~~to reflect the change in the Company’s business direction.~~ Since inception the Company has not been involved in any bankruptcy, receivership or similar proceedings.; ~~Since~~nor ~~inception the Company~~ has ~~not~~it been involved in any consolidation, or merger arrangements. The financial statements included herein have been prepared by the Company in accordance with accounting principles generally accepted in the United States and our fiscal year end is June 30th. ~~Rarus trades on the OTC-BB under the symbol RARS.~~

Rarus trades on the OTCBB and the Pink Sheets under the symbol RARS.

Exploration Stage Activities

The Company is presently classified as an exploration stage company and has not yet realized any revenues from its planned operations. The Company's ~~has~~mineral ~~begun~~exploration activities to current date have included exploration ~~operations~~of the Pilot Peak Property in California, USA. onThe ~~its~~Company acquired the Pilot Peak Property on June 24, 2011 and cancelled the acquisition agreement for this property on January 4, 2012. On December 13, 2011, the Company had also acquired a mineral exploration property in Nevada, USA named the Eagleville Property and has also cancelled the Eagleville Property acquisition agreement effective January 16, 2012.

Note 2 – Basis of Presentation and Summary of Significant Accounting Policies

Basis of Presentation

These interim unaudited financial statements have been prepared on the same basis as the annual financial statements and in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary to present fairly the Company's financial position, results of operations and cash flows for the periods shown. The results of operations for such periods are not necessarily indicative of the results expected for a full year or for any future period.

The financial statements and notes are representations of the Company’s management, who are responsible for their integrity and objectivity. These accounting policies conform to generally accepted accounting principles in the United States of America and have been consistently applied in the preparation of the financial statements, which are stated in U.S. Dollars.

This summary of significant accounting policies is presented to assist in understanding Rarus Mineral Inc.’s financial statements. The financial statements reflect the following significant accounting policies:

Exploration Stage Company

As an exploration stage enterprise, the Company discloses the deficit accumulated during the exploration stage and the cumulative statements of operations and cash flows from inception to the current balance sheet date.

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the period. Actual results could differ from those estimates.

Basic and Diluted Net Loss per Share

Basic loss per share is calculated by dividing the net loss available to common stockholders by the weighted average number of common shares outstanding for the period. Diluted net loss per share is computed by dividing the net loss available to common stockholders by the weighted average number of common shares outstanding, to include common stock equivalents. As of ~~September~~December 3031, 2011, the Company has not adopted a stock option plan and there are no warrants, or other common stock equivalents outstanding.

RARUS ~~MINERALS~~TECHNOLOGIES INC.

(An Exploration Stage Company)

Notes to Financial statements

Estimated Fair Value of Financial Instruments

ASC 820, "Fair Value Measurements", requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. It establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument's categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. It prioritizes the inputs into three levels that may be used to measure fair value:

Level 1

Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.

Level 2

Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data.

Level 3

Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.

The Company's financial instruments consist principally of cash, accounts payable, loans payable, and amounts due to related parties. Pursuant to ASC 820, the fair value of our cash is determined based on "Level 1" inputs, which consist of quoted prices in active markets for identical assets. We believe that the recorded values of all of our other financial instruments approximate their current fair values because of their nature and respective maturity dates or durations.

It is management’s opinion that the Company is not exposed to significant interest, currency or credit risks arising from these financial instruments.

Income Taxes

The Company recognizes deferred tax liabilities and assets for the expected future tax consequences of events that have been recognized in the Company’s financial statements or tax returns using the liability method. Under this method, deferred tax liabilities and assets are determined based on the temporary differences between the financial statement carrying amounts and tax bases of assets and liabilities using enacted rates in effect in the years during which the differences are expected to reverse and upon the possible realization of net operating loss carry-forwards. Additionally, the Company has not recognized any amount for a tax position taken or expected to be taken on its tax return, or for any interest or penalties.

Valuation of Long-Lived Assets

The Company periodically analyzes its long-lived assets for potential impairment, assessing the appropriateness of lives and recoverability of un-depreciated balances through measurement of undiscounted operation cash flows on a basis consistent with accounting principles generally accepted in the United States of America.

Start-up Costs

The Company expenses the cost of start-up activities, including organizational costs, as those costs are incurred.

RARUS ~~MINERALS~~TECHNOLOGIES INC.

(An Exploration Stage Company)

Notes to Financial statements

Amortization of Website and Related Software Costs

Certain direct purchase and related development costs associated with the Company's prior websites and related software were capitalized and included external direct costs of services and payroll costs for employees involved in the software projects. These costs were recorded as property and equipment and amortization was charged based on a three year asset life. Costs incurred during the preliminary project stage, as well as maintenance and training costs were expensed as incurred.

Foreign Currency

The books of the Company are maintained in United States dollars and this is the Company’s functional and reporting currency. Transactions denominated in other than the United States dollar are translated as follows with the related transaction gains and losses being recorded in the Statements of Operations:

(i)

Monetary items are recorded at the exchange rate prevailing as at the balance sheet date;

(ii)

Non-Monetary items including equity are recorded at the historical exchange rate; and

(iii)

Revenues and expenses are recorded at the period average in which the transaction occurred.

Cash and Cash Equivalents

The Company considers cash and cash equivalents to consist of cash on hand and demand deposits in banks with an initial maturity of 90 days or less. During the period ended December 31, 2011, the Company did not hold any demand deposits in any banks and its cash consisted of funds held in its attorney's trust account.

Stock-based Compensation

The Company follows ASC 718-10, Stock Compensation, which addresses the accounting for transactions in which an entity exchanges its equity instruments for goods or services, with a primary focus on transactions in which an entity obtains employee services in share-based payment transactions. ASC 718-10 requires measurement of 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). Incremental compensation costs arising from subsequent modifications of awards after the grant date must be recognized. The Company has not adopted a stock option plan and has not granted any stock options.

Risks and Uncertainties

The Company is subject to substantial business risks and uncertainties inherent in starting a new business. There is no assurance that the Company will be able to generate sufficient revenues or obtain sufficient funds necessary for launching a new business venture.

Reclassifications

Certain prior period amounts have been reclassified to conform to current period presentation.

Recent Accounting Pronouncements

We do not expect the adoption of any recent accounting pronouncements to have a material effect on our financial statements.

Other

The Company consists of one reportable business segment.

Advertising will be expensed when incurred.

We did not have any off-balance sheet arrangements as of ~~September~~December 3031, 2011.

RARUS ~~MINERALS~~TECHNOLOGIES INC.

(An Exploration Stage Company)

Notes to Financial statements

Note 3– Going Concern

Generally accepted accounting principles in the United States of America contemplate the continuation of the Company as a going concern. However, the Company recorded a net loss of $(62106,~~462~~498) for the ~~three~~six month period ended ~~September~~December 3031, 2011 and has accumulated net losses totaling $(~~108~~152,~~871~~907) since inception. ~~Additionally~~The itCompany ~~has~~also ~~accumulated operating losses since its inception and~~ has limited business operations, which raises substantial doubt about the Company’s ability to continue as a going concern. The continuation of the Company is dependent upon the continuing financial support of investors and stockholders of the Company. As of ~~September~~December 3031, 2011, we projected the Company would need additional cash resources to operate during the upcoming 12 months and ~~subsequent~~during to the three month period ended ~~September~~December 3031, 2011 we have raised private placement funds of $80,000 to address this concern. The Company intends to attempt to acquire additional operating capital through private equity offerings to the public and existing investors to fund its business plan. However, there is no assurance that equity or debt offerings will be successful in raising sufficient funds to assure the eventual profitability of the Company. The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts of and classification of liabilities that might be necessary in the event the Company cannot continue in existence.

Note 4 – Share Capital and Shares Issued for Settlement of Accounts Payable

On June 17, 2011, the Company implemented a Board authorized increase to the Company's authorized share capital. Under the Company's original Articles of Incorporation it was authorized to issue 100,000,000 shares of common stock, par value $0.001 and 1,000,000 shares of preferred stock, par value $0.001. On June 17, 2011, the Company filed a Certificate of Amendment to its Articles of Incorporation (the “Amendment”) with the Secretary of State of Nevada. As a result of the Amendment, the Company increased the authorized number of shares to seven hundred fifty million (750,000,000) shares, par value $0.001; and created a class of one hundred million (100,000,000) shares of preferred stock, par value $0.001, for which the Board of Directors may fix and determine the designations, rights, preferences or other variations.

As authorized by the Board and approved by the Financial Industry Regulatory Authority ('FINRA'), on June 24, 2011 the Company implemented a 50-for-1 forward split of its issued and outstanding common shares whereby every one (1) old share of common stock was exchanged for fifty (50) new shares of the Company's common stock. This increased the issued and outstanding shares of common stock from 8,500,000 prior to the forward split to 425,000,000 following the forward split. The forward split shares were authorized to be payable upon surrender of certificates to the Company's transfer agent.

All references to stock issued and stock outstanding have been retroactively adjusted as if the stock split had taken place on June 23, 2010 (inception).

On June 24, 2010, the Company issued 325,000,000 shares of its common stock to its incorporator, chief executive officer and president for organization costs/services and issued an additional 15,000,000 shares to its sole outside director for services. These services were valued at $6,500 and $300, respectively based on a share price of $0.00002.

On June 24, 2010, following its formation, the Company issued 300,000,000 shares of our common stock to ~~Domain Media, LLC,~~ an unaffiliated entity, as consideration for the purchase of 12 websites and/or domain names, based on a fair value estimate price of $0.00002 per share. ~~Domain Media, LLC had paid $6,000 to outside consultants to develop the various websites and the third party acquisition cost~~ for ~~the~~total ~~websites~~deemed ~~and/or~~consideration ~~domain~~of ~~names, was therefore used to value the transaction at~~ $6,000.

On February 23, 2011, the Company issued 100,000,000 shares of its common stock to nineteen (19) accredited investors who purchased their shares under a registration statement filed on Form S-1 with the Securities Exchange Commission ('SEC'). The nineteen (19) individual investors paid $0.0002 per share or a total of combined investment of $20,000.

On May 2, 2011, the Company's sole outside director submitted 15,000,000 shares he held for cancellation.

On June 23, 2011, the Company's president submitted 300,000,000 shares he held for cancellation.

AtOn ~~September~~July 3012, 2011, ~~there~~the ~~were~~Company ~~434~~issued 9,750,000 restricted shares of our common stock ~~issued~~to ~~and~~the ~~outstanding~~vendors ~~and~~of nothe ~~preferred~~Pilot ~~stock~~Peak Property. These shares issued ~~and~~based ~~outstanding~~on a fair value estimate price of $0.0005 per share for total deemed consideration of $4,875. This valuation was based on the closet comparable transaction which was a private control shares transaction on May 11, 2011 which was valued at $0.0005 per share.

108

RARUS ~~MINERALS~~TECHNOLOGIES INC.

(An Exploration Stage Company)

Notes to Financial statements

~~Note~~On 5December –13, ~~Advances~~2011, the Company issued 1,500,000 restricted shares of our common stock to the vendors of the Eagleville Property. These shares were cancelled on January 16, 2012 and ~~loans~~due ~~from~~to ~~stockholders~~the proximity of this event to the December 31, 2011 period end, the effect of this cancellation was backdated to December 31, 2011.

At December 31, 2011, there were 434,750,000 shares of our common stock issued and outstanding and no preferred stock issued and outstanding.

Note 5 – Shares Subscribed but Unissued

At the balance sheet date of December 31, 2011, the Company had a balance of $80,000 related to a private placement sale of shares for which a deposit has been received, but for which shares have not yet been issued. The subscribers of these shares are non-US persons (as that term is defined in Regulation S of the Securities Act of 1933, as amended) and the shares will be issued in an offshore transaction relying on Regulation S and/or Section 4(2) of the Securities Act of 1933, as amended. The shares will be deemed "restricted" securities under the Securities Act and may not be sold or transferred other than pursuant to an effective registration statement under the Securities Act or any exemption from the registration requirements of the Securities Act.

Note 6 – Advances and loans from stockholders

On May 11, 2011, the Company received a stockholder advance from its CEO when he contributed $18,500 in expenses he had incurred for mineral property staking related to the Pilot Peak Property, prior to his appointment as CEO and acquisition of the Pilot Peak Property by the Company. This advance is unsecured and carries no interest rate or repayment terms.

During the period ended March 31, 2011, the Company had received $7,350 in loan proceeds from two of its shareholders in order to fund working capital expenses. These loans were unsecured and carried no interest rate or repayment terms. During the period ended June 30, 2011, the Company had fully repaid $7,350 of these loans.

Note 67 – Loans

On August 23, 2011, the Company issued a Promissory Note ('Note One') to a unrelated corporation (the 'Lender') in the amount of $34,000 to evidence a loan the Company received on May 3, 2011. Note One accrues simple interest of 10% per annum and is due upon ten days written from the Lender. Interest on this loan of $871 accrued during the three month period ended ~~September~~December 3031, 2011 and has accrued total interest of $12,~~420~~291 since advance on May 3, 2011. The total balance owing on Note One was $3536,~~420~~291 at ~~September~~December 3031, 2011.

On August 23, 2011, the Company issued a second Promissory Note ('Note Two') to the Lender in the amount of $39,965 to evidence a loan the Company received on August 2, 2011. Note Two accrues simple interest of 10% per annum and is due upon ten days written from the Lender. Interest on this loan of $~~657~~1,007 accrued during the three month period ended ~~September~~December 3031, 2011 and has accrued total interest of $~~657~~1,664 since advance on August 2, 2011. The total balance owing on Note Two was $4041,~~622~~629 at ~~September~~December 3031, 2011.

On August 23, 2011, the Company issued a third Promissory Note (the “Note Three”) to the Lender in the amount of $24,965 to evidence a loan the Company received on August 23, 2011. Note Three accrues simple interest of 10% per annum and is due upon ten days written from the Lender. Interest on this loan of $~~267~~629 accrued during the three month period ended ~~September~~December 3031, 2011 and has accrued total interest of $~~267~~896 since advance on August 23, 2011. The total balance owing on Note Three was $25,~~232~~861 at ~~September~~December 3031, 2011.

On August 29, 2011, the Company issued a fourth Promissory Note (the “Note Four”) to the Lender in the amount of $9,992 to evidence a loan the Company received on August 26, 2011. Note Four accrues simple interest of 10% per annum and is due upon ten days written from the Lender. Interest on this loan of $99252 accrued during the three month period ended ~~September~~December 3031, 2011. Note Four has accrued total interest of $99350 since advance on August 26, 2011. The total balance owing on Note Four was $10,~~091~~342 at ~~September~~December 3031, 2011.

~~Note 7 – Acquisition of Mineral Properties~~9

~~Pilot~~RARUS ~~Peak~~TECHNOLOGIES ~~Agreement~~INC.

On June 24, 2011, the Company entered into an Option to Purchase Pilot Peak Property (the “Option Agreement") with two individuals (together, the “Optionor”), pursuant to which the Company acquired the exclusive option (the “Option”) to purchase a 100% interest in Optionor’s rights to certain lode mining claims, consisting of approximately 2,600 acres, situated in San Bernardino County, California (the “Pilot Peak Property”).

To fully exercise the Option and receive an undivided 100% right, title and interest in and to the Pilot Peak Property, the Company must: (1) pay an aggregate sum of $910,000 to Optionor (the “Cash Payments”); (2) incur an aggregate of at least $950,000 of expenditures on or with respect to the Pilot Peak Property (the “Expenditures”); and (3) issue to Optionor an aggregate of ten million five hundred thousand (10,500,000) restricted shares of common stock of the Company (the “Stock Issuances”). The Cash Payments, Expenditures and Stock Issuances are herein collectively referred to as the “Option Price” and shall be paid as follows:

RARUS MINERALS INC.

(An Exploration Stage Company)

Notes to Financial statements

~~Cash~~Note ~~Payments: The~~8 ~~Company~~– ~~shall~~Mineral ~~pay~~Properties ~~the Cash Payments to Optionor in the following amounts~~ and byMineral ~~the~~Properties ~~dates described below:~~Impairments

i.Pilot Peak Property Acquisition and Agreement Cancellation

~~$33~~On June 24,~~000~~ ~~prior~~2011, the Company entered into an option to orpurchase ~~upon~~a ~~execution~~100% ofinterest to the ~~Option~~rights ~~Agreement~~to certain lode mining claims consisting of approximately 2,600 acres situated in San Bernardino County, California (the ~~“Execution~~'Pilot ~~Date”~~Peak Property'). ~~(such~~On January 4, 2012, the Company cancelled the Pilot Peak Agreement and ownership of all exploration and mineral rights to the Pilot Peak Property reverted to the Pilot Peak property vendors. No further payments ~~which~~are ~~have~~due ~~been~~from ~~made);~~the Company to the Pilot Peak Property vendors.

~~ii.~~Eagleville Property Acquisition and Agreement Cancellation

On December 13, 2011, the Company entered into an option to purchase a 100% interest to the rights to certain lode mining claims, consisting of approximately 1140 acres, situated in the Eagleville Mining District, Mineral County, Nevada (the 'Eagleville Property'). On January 16, 2012, the Company cancelled the Eagleville Agreement and ownership of all exploration and mineral rights to the Eagleville Property reverted to the Eagleville property vendors. To effect the cancellation, the Company forfeited the initial advance royalty payments totaling $5215,000 onmade orto ~~before~~the ~~November~~property vendors and the property vendors agreed to return for cancellation 1,500,000 ~~2011~~restricted common shares which had been issued to them by the Company; and such shares were cancelled on January 16, 2012. No further payments are due from the Company to the Eagleville Property vendors.

~~iii.~~Impairments

As required by generally accepted accounting principles ('GAAP'), the Company reviewed its mineral properties acquisitions and determined its expenditure of $2515,000 during the three month period ended December 31, 2011 did not qualify as an asset based on orthe ~~before~~standards ~~March~~of 1SEC Industry Guide 7 and was therefore impaired. The Company affirmed a current period impairment charge of $15,000 ~~2012;~~and also affirmed past and current impairment charges totaling $(52,875) for the Exploration Stage Period. At present, the Company has no mineral property balances which are classified as assets under GAAP.

~~iv.~~Note 9 – Subsequent Events

~~$75~~As detailed in Note 8,~~000~~ subsequent to the period ended December 31, 2011, on orJanuary ~~before~~4, ~~one~~2012, ~~year~~the ~~from~~Company effected cancellation of the ~~Execution~~Pilot ~~Date;~~Peak Agreement and on January 16, 2012, the Company effected cancellation of the Eagleville Agreement

vOn January 27, 2012, the Company filed a Certificate of Amendment to its Articles of Incorporation with the Nevada Secretary of State changing its corporate name to Rarus Technologies Inc. to reflect a planned change to the Company’s business. On February 7, 2012, approval of this name change was granted by the Financial Industry Regulatory Authority ('FINRA') and the Company's name became Rarus Technologies Inc.

~~$75,000 on or before November 1, 2012;~~10

vi.

$100,000 on or before two years from the Execution Date;

vii.

$100,000 on or before November 1, 2013;

viii.

$100,000 on or before three years from the Execution Date;

ix.

$100,000 on or before November 1, 2014;

$125,000 on or before four years from the Execution Date; and

xi.

$125,000 on or before November 1, 2015.

Expenditures: The Company shall incur Expenditures on or with respect to the Pilot Peak Property in the following amounts and by the dates described below:

$150,000 within 12 months following the Execution Date;

ii.

$200,000 on or before 24 months following the Execution Date;

iii.

$300,000 on or before 36 months following the Execution Date; and

iv.

$300,000 on or before 48 months following the Execution Date.

Stock Issuances: The Company shall issue shares of its common restricted stock to Optionor in the following amounts and by the dates described below:

9,750,000 restricted common shares on or before the Execution Date, (which were valued at a fair value estimate of $4,875 and have been issued);

ii.

250,000 restricted common shares on or before November 1, 2011;

iii.

250,000 restricted common shares on or before November 1, 2012; and

iv.

250,000 restricted common shares on or before November 1, 2013.

Upon satisfaction of the foregoing terms and conditions, the Company will have fully exercised the Option and will have acquired an undivided 100% right, title and interest in and to the Pilot Peak Property, subject to certain royalties reserved to Optionor per the terms of the Option Agreement, and in and to any resulting mineral permits or leases. If the Company fails to deliver or pay the Option Price within the time periods set forth above, the Option and the Option Agreement shall terminate 30 days after Optionor provides written notice to the Company of such failure, during which time the Company may deliver or pay the consideration overdue and therefore maintain the Option in good standing.

Note 8 – Subsequent Event

On October 14, 2011, the Company received $80,000 from an accredited investor as a deposit toward a private placement initiative which is currently underway.

ITEM 2. MANAGEMENTS’ DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q 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”). These forward-looking statements are not historical facts but rather are based on current expectations, estimates and projections. We may use words such as “anticipate,” “expect,” “intend,” “plan,” “believe,” “foresee,” “estimate” and variations of these words and similar expressions to identify forward-looking statements. These statements are not guarantees of future performance and are subject to certain risks, uncertainties and other factors, some of which are beyond our control, are difficult to predict and could cause actual results to differ materially from those expressed or forecasted. These risks and uncertainties include the following:

The availability and adequacy of our cash flow to meet our requirements;

Economic, competitive, demographic, business and other conditions in our local and regional markets;

Changes or developments in laws, regulations or taxes in our industry;

Actions taken or omitted to be taken by third parties including our suppliers and competitors, as well as legislative, regulatory, judicial and other governmental authorities;

Competition in our industry;

The loss of or failure to obtain any license or permit necessary or desirable in the operation of our business;

Changes in our business strategy, capital improvements or development plans;

The availability of additional capital to support capital improvements and development; and

Other risks identified in this report and in our other filings with the Securities and Exchange Commission (the 'SEC').

This report should be read completely and with the understanding that actual future results may be materially different from what we expect. The forward looking statements included in this report are made as of the date of this report and should be evaluated with consideration of any changes occurring after the date of this Report. We will not update forward-looking statements even though our situation may change in the future and we assume no obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise.

Use of Term

Except as otherwise indicated by the context, references in this report to “Company”, “RARS”, “we”, “us” and “our” are references to Rarus ~~Minerals~~Technologies Inc. All references to “USD” or United States Dollars refer to the legal currency of the United States of America.

Summary

~~Rarus~~Name ~~Minerals~~change ~~Inc.~~to ~~was~~Rarus ~~incorporated~~Technologies ~~in the State of Nevada on June 23, 2010 and trades on the OTC-BB under the symbol RARS~~Inc.

~~Our~~On ~~financial~~January ~~statements~~27, ~~are~~2012, ~~prepared~~the inCompany ~~accordance~~filed a Certificate of Amendment to its Articles of Incorporation with ~~U.S.~~the ~~generally~~Nevada ~~accepted~~Secretary ~~accounting~~of ~~principles~~State ~~and~~changing weits ~~have~~corporate ~~expensed~~name ~~all~~to ~~development~~Rarus ~~expenses~~Technologies ~~related~~Inc. to ~~the~~reflect ~~establishment~~a ofplanned change to the ~~company~~Company’s business. ~~Our~~On ~~fiscal~~February ~~year~~7, ~~end~~2012, isapproval ~~June~~of ~~30th.~~this ~~Since~~name ~~inception~~change was granted by the ~~Company~~Financial ~~has~~Industry ~~not~~Regulatory ~~been~~Authority ~~involved~~('FINRA') inand ~~any~~the ~~bankruptcy,~~Company's ~~receivership~~name orbecame ~~similar~~Rarus ~~proceedings~~Technologies Inc.

~~History~~Rarus Technologies Inc. ('Rarus', 'We', the 'Registrant', or the 'Company') was incorporated in the State of Nevada on June 23, 2010 under the name HotelPlace, Inc. On June 24, 2011, the Company changed its name to Rarus Minerals Inc.; and on February 7, 2012 the Company changed its name to Rarus Technologies Inc. Our financial statements are prepared in accordance with U.S. generally accepted accounting principles and we have expensed all development expenses related to the establishment of the company. Since inception the Company has not been involved in any bankruptcy, receivership or similar proceedings; nor has it been involved in any consolidation, or merger arrangements. Our fiscal year end is June 30th.

The Company ~~was~~is ~~incorporated~~presently ~~under~~classified ~~the~~as ~~name~~an ~~HotelPlace,~~exploration ~~Inc.~~stage company and onhas ~~June~~not ~~24,~~yet ~~2011,~~realized ~~the~~any ~~Company~~revenues ~~filed~~from aits ~~Certificate~~planned ofoperations. ~~Amendment~~The Company's mineral exploration activities to ~~its~~current ~~Articles~~date have included exploration of ~~Incorporation~~the ~~with~~Pilot Peak Property in California, USA. The Company acquired the ~~Nevada~~Pilot ~~Secretary~~Peak ofProperty ~~State~~on ~~changing~~June ~~its~~24, ~~corporate~~2011 ~~name~~and tocancelled ~~Rarus~~the ~~Minerals~~acquisition ~~Inc~~agreement for this property on January 4, 2012. toOn ~~reflect~~December 13, 2011, the ~~restructuring~~Company ofhad ~~our~~also ~~business~~acquired toa ~~focus~~mineral onexploration ~~the~~property ~~acquisition~~in Nevada, ~~exploration~~USA named the Eagleville Property and ~~development~~has ofalso ~~rare~~cancelled ~~earth~~the ~~mineral~~Eagleville ~~properties.~~Property acquisition agreement effective January 16, 2012.

OnDuring ~~June 24, 2011,~~ the ~~Company~~period ~~entered~~ended ~~into~~December ~~an Option to Purchase Pilot Peak Property (the “Option Agreement") with two individuals (together~~31, ~~the “Optionor”)~~2011, ~~pursuant~~we tobegan ~~which the Company has the exclusive option (the “Option”) to purchase~~ a ~~100%~~review ~~interest in Optionor’s rights to those certain lode mining claims, consisting~~ of ~~approximately~~our ~~2,600~~business ~~acres,~~model ~~known as the Pilot Peak Property, situated in San Bernardino County, California (hereinafter referred to as the “Claims”). To fully exercise the Option~~ and ~~receive~~expect ~~an undivided 100% right, title and interest in and~~ to ~~the~~finalize ~~Claims,~~changes ~~the Company must: (1) pay an aggregate sum of $910,000~~ to ~~Optionor;~~our ~~(2)~~current ~~incur~~model anin ~~aggregate of at least $950,000 of expenditures on or with respect to~~ the ~~Claims;~~near ~~and (3) issue to Optionor an aggregate of ten million five hundred thousand (10,500,000) restricted shares of common stock of the Company~~future. As of September 27, 2011, the Company has taken the following actions to perfect the Option: (1) made initial cash payments totaling $33,000 and issued 9,750,000 restricted common shares to Optionor; (2) incurred expenditures totaling $52,460 on or with respect to the Claims; and (3) commenced the initial exploration work on the Claims.

1311

~~Description~~Rarus oftrades ~~Business~~on the OTCBB and the Pink Sheets under the symbol RARS.

WeFunding are now an exploration stage corporation engaged in the search of rare earth mineral deposits or reserves, which are not in the development or production stage. We seek to become a vertically integrated rare earth elements producer in Southwestern North America and throughout the entire world. Currently, our premier focus is on the State of California and more specifically, the area of the Mojave Desert. We are considered an exploration or exploratory stage company because we are involved in the examination and investigation of land that we believe may contain valuable minerals, for the purpose of discovering the presence of rare earth metals, if any, and their extent. A rare earth mineral is a mineral which contains one or more rare earth elements as major metal constituents. initiative

Rare earth metals are a collection of seventeen (17) chemical elements in the periodic table, namely scandium, yttrium and the fifteen (15) lanthanides (see below table). They are commonly used for high tech applications, alternative energy technologies, and defense technologies. For example, rare earth metals are used in wind power generation, fuel cells, rechargeable batteries, hydrogen storage, radar deflection, stealth detection, night vision and permanent magnets used in electric and electric-hybrid vehicles. Generally, rare earth metals cannot be replaced by an alternative, making them virtually essential to our technological world. Deposits of rare earth metals in high concentrations are relatively scarce.

Because we are an exploration stage company, there is no assurance that commercially viable rare earth mineral deposits exist on the property underlying our Claims, and a great deal of further exploration will be required before a final evaluation is made as to the economic viability of our Claims. To date, we have no known reserves of any type of mineral on our Claims and we have not discovered economically viable mineral deposits on the Claims, and there is no assurance that we will discover such deposits. However, our Claims have demonstrated promising surface results.

Exploration for minerals is a speculative venture involving substantial risk. The expenditures to be made by us on our exploration program may not result in the discovery of commercially exploitable reserves of valuable rare earth minerals. The probability of a mineral claim ever having commercially exploitable reserves is extremely remote, and in all probability our mineral Claims may not contain any reserves. If we are unable to find reserves of valuable rare earth minerals or if we cannot remove the minerals because we either do not have the capital to do so, or because it is not economically feasible to do so, then we will cease operations and potential investors will lose their investment in the Company.

If we discontinue exploration of our currently staked Claims, we may seek to acquire other natural resource exploration properties. Any such acquisition(s) will involve due diligence costs in addition to the acquisition costs. We will also have an ongoing obligation to maintain our periodic filings with the appropriate regulatory authorities, which will involve legal and accounting costs. In the event that our available capital is insufficient to acquire an alternative resource property and sustain minimum operations, we will need to secure additional funding or else we will be compelled to discontinue our business.

If commercially marketable quantities of rare earth mineral deposits exist on the property underlying our Claims and sufficient funds are available, we will evaluate the technical and financial risks of mineral extraction, including an evaluation of the economically recoverable portion of the deposits, market rates for minerals, engineering concerns, infrastructure costs, finance and equity requirements, safety concerns, regulatory requirements and an analysis of the Claims from initial excavation all the way through to reclamation. After we conduct this analysis and determine that a given mineral deposit is worth recovering, we will begin the development process. Development will require us to obtain a processing plant and other necessary equipment including equipment to extract, transport and store the minerals.

We do not anticipate earning revenues until such time as we enter into commercial production of our mineral properties. For these reasons, our auditors stated in their report on our audited financial statements that they have substantial doubt that we will be able to continue as a going concern without further financing. The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish its plan of operations described herein and eventually attain profitable operations.

We anticipate that any additional funding that we require will be in the form of equity financing from the sale of our common stock. However, there is no assurance that we will be able to raise sufficient funding from the sale of our common stock. The risky nature of this enterprise and lack of tangible assets places debt financing beyond the credit-worthiness required by most banks or typical investors of corporate debt until such time as an economically viable mine can be demonstrated. We do not have any arrangements in place for any future equity financing. If we are unable to secure additional funding, we will cease or suspend operations. We have no plans, arrangements or contingencies in place in the event that we cease operations.

The Claims

Cash Payments: The Company shall pay the Cash Payments to Optionor in the following amounts and by the dates described below:

$33,000 prior to or upon execution of the Option Agreement (the “Execution Date”) (such payments which have been made);

ii.

$52,000 on or before November 1, 2011;

iii.

$25,000 on or before March 1, 2012;

iv.

$75,000 on or before one year from the Execution Date;

$75,000 on or before November 1, 2012;

vi.

$100,000 on or before two years from the Execution Date;

vii.

$100,000 on or before November 1, 2013;

viii.

$100,000 on or before three years from the Execution Date;

ix.

$100,000 on or before November 1, 2014;

$125,000 on or before four years from the Execution Date; and

xi.

$125,000 on or before November 1, 2015.

Expenditures: The Company shall incur Expenditures on or with respect to the Pilot Peak Property in the following amounts and by the dates described below:

$150,000 within 12 months following the Execution Date;

ii.

$200,000 on or before 24 months following the Execution Date;

iii.

$300,000 on or before 36 months following the Execution Date; and

iv.

$300,000 on or before 48 months following the Execution Date.

Stock Issuances: The Company shall issue shares of its common restricted stock to Optionor in the following amounts and by the dates described below:

9,750,000 restricted common shares on or before the Execution Date, (which were valued at a fair value estimate of $4,875 and have been issued);

ii.

250,000 restricted common shares on or before November 1, 2011;

iii.

250,000 restricted common shares on or before November 1, 2012; and

iv.

250,000 restricted common shares on or before November 1, 2013.

Our Claims consist of an aggregate of 134 lode mining claims located in an area of the Mojave Desert in Township 5N, Range 18E, Sections 2, 3, 4, 10, 11, 12, 14 and 15 and Township 6N, Range 18E, Sections 34 and 35, San Bernardino Base & Meridian, San Bernardino County, California.

Generally, the United States owns mineral rights in the United States and these are administered by the U.S. Bureau of Land Management (“BLM”) and its associated state offices. The BLM allows certain land to be claimed and “staked”, thereby granting rights to enter, explore and exploit the land in accordance with local, state, and federal regulations.

In order to locate and stake a mining claim in the state of California, you must take the following steps: (1) put up a conspicuous structure at the place of discovery (“discovery monument”), distinctly mark the claim’s boundaries on the ground and post a notice of location at such site; (2) file a copy of the signed notice of location form and pay, per claim, a maintenance fee of $140, a service charge of $15 and a location fee of $34 to the California BLM within 90 days from the date of location of the claim; and (3) file the same notice of location form with the respective county recorder’s office. The notice of location form must contain the following information: (i) the date of location of the claim/site, (ii) a description of the discovery monument, (iii) the name of the claim/site, (iv) the legal description of the claim/site (metes and bounds or legal subdivision), and (v) the names and addresses of all locators.

From March 1, 2011 to March 3, 2011, the Optionor staked the Claims by filing a notice of location form for each individual Claim with the California BLM office and recording the forms with the Recorder’s Office for the County of San Bernardino. The notice of location forms for the Claims were recorded in San Bernardino County on May 25, 2011. By taking the foregoing steps, the Optionor acquired the rights to enter, explore and exploit the Claims until September 1, 2011, such rights which were passed to the Company through execution of the Pilot Peak Agreement on June 24, 2011. To maintain the Claims, the Company paid a total annual fee of $18,760 to the BLM on August 30, 2011, which covers all of the Claims. This same fee must be paid to the BLM each calendar year and is due by September 1st each year.

Location and General Geology of the Land

Our Claims are located in the Mojave Desert on the eastern flank of the Old Woman Mountains in Township 5N, Range 18E, Sections 2, 3, 4, 10, 11, 12, 14 and 15 and Township 6N, Range 18E, Sections 34 and 35, San Bernardino Base & Meridian, San Bernardino County, California, approximately 16 miles southeast of Essex, California. The Claims are staked in a north-south direction and each Claim is approximately 1,500 feet in length by 600 feet in width constituting approximately 20 acres of land. Collectively, the Claims total approximately 2,686 acres of land. The property is accessible by approximately 20 miles of dirt road adjacent to a paved highway.

The terrain is gentle to moderate. The area is generally covered with a thin alluvial fan, with bedrock cropping out in the higher elevations. The alluvial surface trends up from a low of approximately 2,100 feet above mean sea level in the southeastern portion of the area, to a high of approximately 2,800 feet in the northwestern portion. The highest elevations on the property, approximately 2,900 feet, are located on the slopes of Pilot Peak at the northwestern edge of the study area.

The geology and mineralization of the area in which the Claims are located is composed of rare earth-bearing allanite gneisses of Precambrian age which are exposed along northwest trending fault zones displaying associated carbonate veins, lamprophyre dikes and biotite augen gneiss. Intrusive rocks related to mineralization and composed of dikes, sills and masses of syenite/carbonatite make up the core of a series of low hills which also align northwest of the Claims. Observation suggests intrusives exposed are evidence of a large complex mostly obscured by shallow cover. Ground magnetic traverses have been effective in tracing major rock types and mineralized faults into adjacent areas of alluvial cover.

There are large alluvial-covered areas between the syenite/carbonatite complex and the allanite gneiss zones which may indicate potential targets for exploration of rare earth deposits. These include the alluvium covered, northwest trending topographic linears which may indicate mineralized structures along a projected trace of the syenite/carbonatite mass. Potential areas of interest also appear to exist along the trend of mineralization seen on previous wide-spaced drilling at the Claim sites. Preliminary geological research may indicate potential for deposits of lanthanum, cerium, praseodymium, neodymium and yttrium.

Observation, several geologic reports, and one preliminary engineering study evidence that previous exploration work has been done at the Claims. Currently, there are no improvements, buildings, houses, or infrastructure of any kind within the Claims’ boundaries. There are no plants, equipment, surface or subsurface improvements, or facilities on the land on which the Claims are located. Our Claims are without known mineral reserves and our plan of exploration is exploratory in nature.

Climate

The climate of the area in which our Claims are located is characterized by desert conditions with very hot summers and mild winters. Temperatures are fairly mild in the early spring, late fall, and winter, generally anywhere between 30 – 80°F. Summer temperatures are extremely hot, commonly averaging over 115°F and can reach well over 120°F.

The Industry

Rare earth elements are moderately abundant in the earth’s crust, some even more abundant than copper, lead, gold, and platinum. While more abundant than many other minerals, rare earth elements are not concentrated enough to make them easily exploitable economically. The United States was once self-reliant in domestically produced rare earth elements, but over the past 15 years has become 100% reliant on imports, primarily from China, the current global leader in supplying rare earth elements. There is no rare earth mineral production in the United States.

Rare Earth Elements: World Production and Reserves – 2009

Country	Mine Production (metric tons)	% of total	Reserves (million metric tons)	% of total	Reserve Base (million metric tons)(1)	% of total
United States	none	-	13.0	13	14.0	9.3
China	120,000	97	36.0	36	89.0	59.3
Russia (and other former Soviet Union Countries)	-	-	19.0	19	21.0	14
Australia	-	-	5.4	5	5.8	3.9
India	2,700	2	3.1	3	1.3	1
Brazil	650	-	small	-	-	-
Malaysia	380	-	small	-	-	-
Other	270	1	22.0	24	23	12.5
Total	124,000	100.0%	99.0	100.0%	154	100.0%

Source: U.S. Department of the Interior, Mineral Commodity Summaries, USGS, 2010.

NOTES: (1) Reserve Base is defined by the USGS to include reserves (both economic and marginally economic) plus some sub-economic resources (i.e. those that may have potential for becoming economic reserves).

World demand for rare earth elements is estimated at 134,000 tons per year, with global production around 124,000 tons annually. The difference is covered by previously mined above ground stocks. World demand is projected to rise to 180,000 tons annually by 2012, while it is unlikely that new mine output will close the gap in the short term. By 2014, global demand for rare earth elements may exceed 200,000 tons per year. China’s output may reach 160,000 tons per year (up from 130,000 tons in 2008) in 2014, and an additional capacity shortfall of 40,000 tons per year may occur. Further, new mining projects could easily take 10 years to reach production. In the long run, however, the United States Geological Survey (“USGS”) expects that global reserves and undiscovered resources are large enough to meet the demand.

While world demand for rare earth elements continues to climb, U.S. demand is also projected to rise, according to USGS Commodity Specialist Jim Hedrick. For example, the demand for permanent magnets, used in electric and electric-hybrid vehicles, is expected to grow by 10%-16% per year through 2012. Demand for rare earth elements in auto catalysts and petroleum cracking catalysts is expected to increase between 6% and 8% each year over the same period. Demand increases are also expected for rare earth elements in flat panel displays, hybrid vehicle engines, and defense and medical applications.

Access to a reliable supply to meet current and projected demand is an issue of concern. In 2009, China produced 97% of the world’s rare earth elements and continues to restrict exports of the material through quotas and export tariffs. China has plans to reduce mine output, eliminate illegal operations, and restrict rare earth element exports even further. There are some immediate supply concerns with lower rare earth export quotas in China. China has cut its exports of rare earth elements from about 50,000 metric tons in 2009 to 30,000 metric tons in 2010. According to a Bloomberg news report, a July 2010 announcement by China’s Ministry of Commerce would cut exports of rare earth elements by 72%, to about 8,000 metric tons, for the second half of 2010.

While limited production and processing capacity for rare earth elements currently exists elsewhere in the world, additional capacity is expected to be developed in the United States, Australia, and Canada within two to five years, according to some experts. Chinese producers are also seeking to expand their production capacity in areas around the world, particularly in Australia. There are only a few exploration companies that develop the resource, and because of long lead times needed from discovery to refined elements, supply constraints are likely in the short term.

The supply chain for rare earth elements generally consist of mining, separation, refining, alloying, and manufacturing (devices and component parts). A major issue for rare earth element development in the United States is the lack of refining, alloying, and fabricating capacity that could process any future rare earth production. Many people in the industry believe that it is not enough to develop rare earth element mining operations alone without building the value-added refining, metal production, and alloying capacity that would be needed to manufacture component parts for end-use products, which suggests that vertically integrated companies may be more desirable.

Source of Information:

Humphries, Marc. Congressional Research Service. Rare Earth Elements: The Global Supply Chain. September 30, 2010. Retrieved July 15, 2011 from and publicly available at: http://www.fas.org/sgp/crs/natsec/R41347.pdf.

Competition

Our business is focused on the development of rare earth metals in which few, if any, mining companies in the United States are currently engaged. Thus, we will not face strong competition in southern California or elsewhere in the United States for rare earth metals. Further, there is no competition for the exploration or extraction of minerals from our Claims as we currently have the exclusive right to explore and exploit the Claims.

However, we will compete with other mineral resource exploration companies for the acquisition of new mineral properties, available resources and equipment, financing and more. Many of the mineral resource exploration companies with whom we will compete will likely have more experience in the industry and greater financial and technical resources than those available to us. Accordingly, these competitors may be able to spend more on acquiring mineral properties of merit and exploring and developing their mineral properties. In addition, they may be able to afford to hire consultants with greater geological expertise in the field. This competition could result in competitors having mineral properties of greater quality and interest to prospective investors who finance these kinds of exploration activities. This competition could adversely impact our ability to find financing for further exploration and development of our mineral properties.

We believe that we will be competitive in the mining industry because we are one of very few, if any, public companies seeking to develop a rare earth element deposit outside of China. The Company’s market timing for rare earth element mining and processing is excellent, as the world’s fossil fuels are decreasing and the demand for rare earth elements is increasing. Additionally, we are seeking to become a vertically integrated producer of rare earth elements, with a “mine-to-market” strategy. Thus, we will not limit our company to the mining of rare earth elements, but will also engage in refining, alloying and manufacturing the metals into marketable products. We believe that this will set us apart from our competitors.

Customers

If the Company is able to develop commercial operations, process rare earth minerals that we extract from our Claims, and ultimately manufacture products from these minerals, we anticipate that we will sell our products throughout the United States and eventually throughout the world, given the ever-increasing demand for these types of products and the variety of uses for these products in high tech applications, alternative energy technologies, and defense technologies.

Maps of Pilot Peak Property

The following maps show the location of our Claims within San Bernardino County:

The following maps depict the specific coordinates of these 134 lode mining claims located in Township 5N, Range 18E, Sections 2, 3, 4, 10, 11, 12, 14 and 15 and Township 6N, Range 18E, Sections 34 and 35, San Bernardino Base & Meridian, San Bernardino County, California:

Recent Developments

Successful Funding Initiatives

During the last several months we have successfully raised $188,922 to fund the initial phase of our exploration project:

On May 3, 2011, we received a loan of $34,000 ('Note One') from an unrelated corporation (the 'Lender'). Note One accrues simple interest of 10% per annum and is due upon ten days written from the Lendor.

On August 2, 2011, we received a loan of $39,965 ("Note Two') from the Lender. Note Two accrues simple interest of 10% per annum and is due upon ten days written from the Lender.

On August 23, 2011, we received a loan of $24,965 (“Note Three”) from the Lender. Note Three accrues simple interest of 10% per annum and is due upon ten days written from the Lender.

On August 29, 2011, we received a loan of $9,992 (“Note Four”) from the Lender. Note Four accrues simple interest of 10% per annum and is due upon ten days written from the Lender.

On October 14, 2011, we received $80,000 from an accredited investor as a deposit toward a private placement initiative which is currently underway.

Results of Operations for the Three and Six Month Periods Ended ~~September~~December 3031, 2011 and ~~September~~December 3031, 2010 and the Exploration Stage Period from June 23, 2010 to ~~September~~December 3031, 2011

We are a start-up, exploration stage company with a limited operating history. ~~We intend to explore our current mineral claim properties and pursue other exploration opportunities regarding mineral exploration projects as opportunities arise.~~ Our operating results for the periods ended ~~September~~December 3031, 2011 and ~~September~~December 3031, 2010 and the Exploration Stage Period of June 23, 2010 to ~~September~~December 3031, 2011 (the ‘Exploration Stage’) are summarized as follows:

		September 30, 2011		September 30, 2010		Exploration Stage
		Three Months ended December 31, 2011		Three Months ended December 31, 2010		Six Months ended December 31, 2011		Six Months ended December 31, 2010		June 23, 2010 (inception) to December 31, 2011
Revenue	$	–	$	–	$	–	$	–	$	–
Expenses (including interest expense)	$	(62,462)	$	(1,410)	$	(154,646)
Operating expenses	$	(41,277)	$	(693)	$	(101,846)	$	(2,105)	$	(193,480)
Debt cancelation non–cash gain	$	–	$	–	$	49,500
Interest expense	$	(2,759)	$	–		(4,652)		–		(5,202)
Impairment loss – website/domain names	$	–	$	–	$	(3,725)
Debt cancelation non–cash gain	$	–	$	–	$	–	$	–	$	49,500
Net Loss	$	(62,462)		(1,410)	$	(108,871)
Impairment loss – website & domains	$	–	$	–	$	–	$	–	$	(3,725)
Net Loss	$	(44,036)		(693)	$	(106,498)		(2,105)	$	(152,907)

Revenues

We have not earned any revenues since our inception and we do not anticipate earning revenues in the near future.

Expenses

Exploration Expenses

Exploration expenses were $3310,~~233~~538 and $43,771 versus $nil and $nil, respectively for the three and six month periods ended ~~September~~December 3031, 2011 and ~~September~~December 3031, 2010. Exploration expenses for the Exploration Stage totaled $5162,~~733~~271. During the current period, exploration expenses related to U.S. Bureau of Land Management rental fees on our properties and fees paid for geological consulting. We expect toexploration ~~incur~~expenses ~~significant~~to ~~exploration~~decrease ~~expenses~~significantly ~~during~~in the ~~next~~upcoming ~~twelve months~~quarter.

Professional & Consultant Fees

Professional fees were $2512,~~000~~670 and $37,670 versus $nil and $nil, respectively for the three and six month periods ended ~~September~~December 3031, 2011 and ~~September~~December 3031, 2010. Professional fees for the Exploration Stage totaled $3345,~~000~~670. During the current year period, professional fees included fees paid for legal, accounting and auditor fees. In the next twelve months, we project professional fees to increase moderately or remain at current levels.

Administrative Expenses

Administrative expenses were $23,~~141~~069 and $15,~~410~~210 versus $693 and $2,105, respectively for the three and six month periods ended ~~September~~December 3031, 2011 and ~~September~~December 3031, 2010. During the Exploration Stage Period administrative expenses totaled $2932,~~400~~469. During the current period administrative fees were primarily composed of transfer agent fees, bank charges and filing fees related to our SEC filings. We expect administrative fees to increase moderately during the coming year.

Investor Relations

Investor ~~Relations~~relations expenses ~~comprise~~were ~~costs~~$nil ~~for~~and ~~press~~$195 ~~releases,~~versus ~~maintenance~~$nil ~~of the Company’s website~~ and ~~other~~$nil, ~~investor~~respectively ~~information~~for ~~initiatives. During~~ the three and six month periods ended ~~September~~December 3031, 2011 and ~~September~~December 3031, 2010,. ~~these~~During the Exploration Stage Period investor relations expenses totaled $195. ~~and~~Investor ~~$nil,~~Relations ~~respectively.~~expenses ~~For~~comprise ~~the~~costs ~~Exploration~~for ~~Stage~~press ~~Period~~releases, ~~Investor~~maintenance ~~Relations~~of ~~expenses~~the ~~totaled~~Company’s ~~$195~~website and other investor information initiatives. We anticipate Investor Relations expenses will increase substantially during the coming quarters as we continue our efforts to raise further capital and keep investors informed of Company developments.

Impairment Losses on Mineral Properties

On June 24, 2011 we entered an Option to purchase the Pilot Peak Property and made cash and share payments to the vendors of the Pilot Peak property totaling $37,875; and on December 13,2010 we entered an Option to purchase the Eagleville Property and made cash and share payments to the vendors of the Eagleville property totaling $15,000. To conform with generally accepted accounting principles pertaining to the classification of the mineral properties as assets, an impairment ~~charge~~charges of $(37,875) ~~was~~for the Pilot Peak property and $15,000 for the Eagleville property were entered against ~~this~~these ~~asset~~assets based on the Company’s impairment ~~analysis~~analyses as of June 30, 2011. ~~There~~and ~~were~~December ~~no impairments losses recorded for the year ended June 30~~31, ~~2010~~2011. Impairment charges for the Exploration Stage Period totaled $(3752,875).

Other Income - Gain on Cancellation of Debt

On May 11, 2011, two former officers of the company assumed liability for $49,500 of accrued expenses of the Company, which included $42,500 owed to legal counsel, which had been recorded as a deferred offering expense; and $7,000 owed to a former director, which had been recorded as an accrued expense owing. On June 30, 2011, these former officers, who had on May 11, 2011 resigned from the Company, forgave the full amount of these loans owed to them by the Company and this event eliminated $49,500 of liabilities owed by the Company. A gain of $49,500 from cancellation of this debt is included in these financial statements and accounts payable data reflected in the Exploration Stage period column in the Statement of Operations are net of the $7,000 accounts payable elimination.

Other Income - Impairment Loss-website and domain names

On July 22, 2011, the Company sold its website and all rights it held to domain names. Due to the proximity to the fiscal 2011 year end, an impairment loss of $(3,725) on these website/domain names assets was entered for the year ended June 30, 2011.~~The~~ ~~proceeds of the sale proceeds included the forgiveness by the purchaser, who had been the hosting provider of the website, of $275 for unpaid hosting fees.~~

Net Loss

We incurred a net losses of $(6244,~~462~~036) and $(1106,~~410~~498) versus $(693) and $(2,105) respectively, for the three and six month periods ended ~~September~~December 3031, 2011 and ~~September~~December 3031, 2010~~, respectively~~. The net loss for the Exploration Stage totaled $(~~108~~152,~~871~~907) and included a non-cash gain of $49,500 related to the ~~cancelation~~cancellation of debt and a non-cash loss of $(3,725) related to an impairment loss regarding ~~our~~ websites/domain names.

Liquidity and Capital Resources

Our financial position as at ~~September~~December 3031, 2011 and ~~September~~December 3031, 2010 are as follows:

Net Working Capital (Deficiency)
		As at September 30, 2011		As at June 30, 2010
		As at December 31, 2011		As at June 30, 2010
Current Assets	$	641,~~744~~272	$	2,121
Current Liabilities		~~134~~132,~~060~~624		72,125
Net Working Capital (Deficiency)		(~~127~~91,~~316~~352)		(70,004)

Our net working capital deficiency increased from $(70,004) at June 30, 2010 to $(~~127~~91,~~316~~352) at ~~September~~December 3031, 2011 primarily as a result of an increase in loans entered into by the Company.

Cash Flows
		Three Months ended September 30, 2011		Three Months ended September 30, 2010
		Six Months ended December 31, 2011		Six Months ended December 31, 2010
Net cash (used) by Operating Activities	$	(71121,~~491~~189)	$	(26,~~282~~003)
Net cash (used) by Investing Activities		-(15,000)		-
Net cash provided by Financing Activities		74154,922		36,~~350~~850
Increase (Decrease) in Cash during the Period		318,~~431~~733		~~1,068~~847
Cash, Beginning of Period		1,325		-
Cash, End of Period		420,~~756~~058		~~1,068~~847

Since the date of our inception on June 23, 2010 to September 30, 2011, we have raised $20,000 though an offering of our common shares; $108,922 from loans; and (net) $18,500 from stockholder advances. As of September 30, 2011 we had cash on hand of $4,756 and a prepaid expenses balance of $1,988. 13

Since the date of our inception on June 23, 2010 to December 31, 2011, we have raised $20,000 though an offering of our common shares; $108,922 from loans; $18,500 (net) from stockholder advances; and $80,000 from a private placement deposit. As of December 31, 2011 we had cash on hand of $20,058 and a prepaid expenses balance of $21,214.

Purchase of Significant Equipment

We currently do not have plans to purchase any significant equipment over the next twelve months.

Personnel Plan

We do not expect any material changes in the number of employees over the next 12 month period (although we may enter into employment or consulting agreements with our officers or directors). We do and will continue to outsource contract employment as needed.

Off-Balance Sheet Arrangements

There are no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.

Material Events and Uncertainties

Our operating results are difficult to forecast. Our prospects should be evaluated in light of the risks, expenses and difficulties commonly encountered by comparable early stage companies in mineral resource markets. The continuation of our business is dependent upon obtaining further financing, ~~a successful program of exploration,~~ and, ~~finally,~~ achieving a profitable level of operations. The issuance of additional equity securities by us could result in a significant dilution in the equity interests of our current stockholders. Obtaining commercial loans, assuming those loans would be available, will increase our liabilities and future cash commitments.

There are no assurances that we will be able to obtain further funds required for our continued operations. We will pursue various financing alternatives to meet our immediate and long-term financial requirements. There can be no assurance that additional financing will be available to us when needed or, if available, that it can be obtained on commercially reasonable terms. If we are not able to obtain the additional financing on a timely basis, we will be unable to conduct our operations as planned, and we will not be able to meet our other obligations as they become due. In such event, we will be forced to scale down or perhaps even cease our operations.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

EXCHANGE RATE FLUCTUATION RISK

Our reporting currency is United States Dollars (“USD”) and our transactions are primarily conducted in USD. Foreign currency rate fluctuations may have an impact on the Company’s financial reporting. Any such fluctuations may have positive or negative impacts on the results of operations of the Company.

We have not entered into derivative contracts either to hedge existing risk or for speculative purposes.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

The Company maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in the Company's Exchange Act reports is recorded, processed, summarized and reported within the time communicated to the Company's management, including its Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure based closely on the definition of "disclosure controls and procedures" in Rule 13a-15(e). The Company's disclosure controls and procedures are designed to provide a reasonable level of assurance of reaching the Company's desired disclosure control objectives. In designing periods specified in the SEC's rules and forms, and that such information is accumulated and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. The Company's certifying officer has concluded that the Company's disclosure controls and procedures are not effective in reaching that level of assurance.

At the end of the period being reported upon, the Company carried out an evaluation, under the supervision and with the participation of the Company's management, including the Company's Chief Executive Officer and the Company's Chief Financial Officer, of the effectiveness of the design and operation of the Company's disclosure controls and procedures. Based on the foregoing, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were not effective.

Management's Report on Internal Control over Financial Reporting

Management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Section 13a-15(f) of the Securities Exchange Act of 1934, as amended). Internal control over financial reporting is a process designed by, or under the supervision of, the Company's CFO to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the Company's financial statements for external reporting purposes in conformity with U.S. generally accepted accounting principles and include those policies and procedures that (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and disposition of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company's assets that could have a material effect on the financial statements.

As of ~~September~~December 3031, 2011, management conducted an assessment of the effectiveness of the Company's internal control over financial reporting based on the framework established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on the criteria established by COSO management concluded that the Company's internal control over financial reporting was not effective as of ~~September~~December 3031, 2011, as a result of the identification of the material weaknesses described below.

A material weakness is a deficiency or combination of deficiencies in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis.

Specifically, management identified the following control weaknesses:

(1) The Company has not properly segregated duties as one or two individuals initiate, authorize, and complete all transactions. The Company has not implemented measures that would prevent the individuals from overriding the internal control system. The Company does not believe that this control weakness has resulted in deficient financial reporting because the Chief Financial Officer is aware of his responsibilities under the SEC's reporting requirements and personally certifies the financial reports;

(2) The Company has installed accounting software that does not prevent erroneous or unauthorized changes to previous reporting periods and does not provide an adequate audit trail of entries made in the accounting software.

~~ccordingly~~Accordingly, while the Company has identified certain material weaknesses in its system of internal control over financial reporting, it believes that it has taken reasonable steps to ascertain that the financial information contained in this report is in accordance with generally accepted accounting principles. Management has determined that current resources would be appropriately applied elsewhere and when resources permit, they will alleviate material weaknesses through various steps.

Remediation Plan

We have identified that additional staff will be required to properly segment the accounting duties of the Company. However, we do not currently have resources to fulfill this part of our plan and will be addressing this matter once sufficient resources are available.

Changes in Internal Control over Financial Reporting

During the ~~first~~most recent quarter of the Company’s fiscal year ended June 30, 2012, no material changes were made to the Company’s internal control over financial reporting

Limitations on the Effectiveness of Controls

The Company has confidence in its revised regime of internal controls and procedures. Nevertheless, the Company’s management (including the Chief Executive Officer and Chief Financial Officer) believes that a control system, no matter how well designed and operated can provide only reasonable assurance and cannot provide absolute assurance that the objectives of the internal control system are met, and no evaluation of internal controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected. Further, the design of an internal control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitation in all internal control systems, no evaluation of controls can provide absolute assurance that all control issuers and instances of fraud, if any, within the Company have been detected.

PART II – OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

There is no litigation pending or threatened by or against us.

ITEM 1A. RISK FACTORS

In addition to other information in this current report, the following risk factors should be carefully considered in evaluating our business because such factors may have a significant impact on our business, operating results, liquidity and financial condition. As a result of the risk factors set forth below, actual results could differ materially from those projected in any forward-looking statements. Additional risks and uncertainties not presently known to us, or that we currently consider to be immaterial, may also impact our business, operating results, liquidity and financial condition. If any such risks occur, our business, operating results, liquidity and financial condition could be materially affected in an adverse manner. Under such circumstances, the trading price of our securities could decline, and you may lose all or part of your investment.

Risks Associated With Mining

Mineral exploration and development activities are speculative in nature

Resource exploration and development is a speculative business, characterized by a number of significant risks including, among other things, unprofitable efforts resulting not only from the failure to discover mineral deposits but from finding mineral deposits which, though present, are insufficient in quantity and quality to return a profit from production. The marketability of minerals acquired or discovered by our company may be affected by numerous factors which are beyond our control and which cannot be accurately predicted, such as market fluctuations, the proximity and capacity of milling facilities, mineral markets and processing equipment and such other factors as government regulations, including regulations relating to royalties, allowable production, importing and exporting of minerals and environmental protection, the combination of which factors may result in our company not receiving an adequate return of investment capital.

Substantial expenditures are required to establish ore reserves through drilling, to develop metallurgical processes to extract the metal from the ore and, in the case of new properties, to develop the mining and processing facilities and infrastructure at any site chosen for mining. Although substantial benefits may be derived from the discovery of a major mineralized deposit, no assurance can be given that minerals will be discovered in sufficient quantities and grades to justify commercial operations or that funds required for development can be obtained on a timely basis. Estimates of reserves, mineral deposits and production costs can also be affected by such factors as environmental permitting regulations and requirements, weather, environmental factors, unforeseen technical difficulties, unusual or unexpected geological formations and work interruptions. In addition, the grade of ore ultimately mined may differ from that indicated by drilling results. Short term factors relating to reserves, such as the need for orderly development of ore bodies or the processing of new or different grades, may also have an adverse effect on mining operations and on the results of operations. Material changes in ore reserves, grades, stripping ratios or recovery rates may affect the economic viability of any project.

All of our properties are in the exploration stage. There is no assurance that we can establish the existence of any mineral resource on any of our properties in commercially exploitable quantities. Until we can do so, we cannot earn any revenues from operations and if we do not do so we will lose all of the funds that we expend on exploration. If we do not discover any mineral resource in a commercially exploitable quantity, our business could fail.

Despite exploration work on our mineral properties, we have not established that any of them contain any mineral reserve, nor can there be any assurance that we will be able to do so. If we do not, our business could fail.

A mineral reserve is defined by the Securities and Exchange Commission in its Industry Guide 7, which can be viewed at www.sec.gov/divisions/corpfin/forms/industry.htm#secguide7, as that part of a mineral deposit which could be economically and legally extracted or produced at the time of the reserve determination. The probability of an individual prospect ever having a "reserve" that meets the requirements of the Securities and Exchange Commission's Industry Guide 7 is extremely remote; in all probability our mineral resource property does not contain any 'reserve' and any funds that we spend on exploration will probably be lost.

Even if we do eventually discover a mineral reserve on one or more of our properties, there can be no assurance that we will be able to develop our properties into producing mines and extract those resources. Both mineral exploration and development involve a high degree of risk and few properties which are explored are ultimately developed into producing mines.

The commercial viability of an established mineral deposit will depend on a number of factors including, by way of example, the size, grade and other attributes of the mineral deposit, the proximity of the resource to infrastructure such as a smelter, roads and a point for shipping, government regulation and market prices. Most of these factors will be beyond our control, and any of them could increase costs and make extraction of any identified mineral resource unprofitable.

Mineral operations are subject to applicable law and government regulation. Even if we discover a mineral resource in a commercially exploitable quantity, these laws and regulations could restrict or prohibit the exploitation of that mineral resource. If we cannot exploit any mineral resource that we might discover on our properties, our business may fail.

Both mineral exploration and extraction require permits from various foreign, federal, state and local governmental authorities and are governed by laws and regulations, including those with respect to prospecting, mine development, mineral production, transport, export, taxation, labour standards, occupational health, waste disposal, toxic substances, land use, environmental protection, mine safety and other matters. There can be no assurance that we will be able to obtain or maintain any of the permits required for the continued exploration of our mineral properties or for the construction and operation of a mine on our properties at economically viable costs. If we cannot accomplish these objectives, our business could fail.

We are in compliance with all material laws and regulations that currently apply to our activities but there can be no assurance that we can continue to remain in compliance. Current laws and regulations could be amended and we might not be able to comply with them, as amended. Further, there can be no assurance that we will be able to obtain or maintain all permits necessary for our future operations, or that we will be able to obtain them on reasonable terms. To the extent such approvals are required and are not obtained, we may be delayed or prohibited from proceeding with planned exploration or development of our mineral properties.

If we establish the existence of a mineral resource on any of our properties in a commercially exploitable quantity, we will require additional capital in order to develop the property into a producing mine. If we cannot raise this additional capital, we will not be able to exploit the resource, and our business could fail.

If we do discover mineral resources in commercially exploitable quantities on any of our properties, we will be required to expend substantial sums of money to establish the extent of the resource, develop processes to extract it and develop extraction and processing facilities and infrastructure. Although we may derive substantial benefits from the discovery of a major deposit, there can be no assurance that such a resource will be large enough to justify commercial operations, nor can there be any assurance that we will be able to raise the funds required for development on a timely basis. If we cannot raise the necessary capital or complete the necessary facilities and infrastructure, our business may fail.

Mineral exploration and development is subject to extraordinary operating risks. We do not currently insure against these risks. In the event of a cave-in or similar occurrence, our liability may exceed our resources, which would have an adverse impact on our company.

Mineral exploration, development and production involves many risks which even a combination of experience, knowledge and careful evaluation may not be able to overcome. Our operations will be subject to all the hazards and risks inherent in the exploration for mineral resources and, if we discover a mineral resource in commercially exploitable quantity, our operations could be subject to all of the hazards and risks inherent in the development and production of resources, including liability for pollution, cave-ins or similar hazards against which we cannot insure or against which we may elect not to insure. Any such event could result in work stoppages and damage to property, including damage to the environment. We do not currently maintain any insurance coverage against these operating hazards. The payment of any liabilities that arise from any such occurrence would have a material adverse impact on our company.

Mineral prices are subject to dramatic and unpredictable fluctuations.

We expect to derive revenues, if any, either from the sale of our mineral resource properties or from the extraction and sale of rare earth, precious and/or base metals. The price of those commodities has fluctuated widely in recent years, and is affected by numerous factors beyond our control, including international, economic and political trends, expectations of inflation, currency exchange fluctuations, interest rates, global or regional consumptive patterns, speculative activities and increased production due to new extraction developments and improved extraction and production methods. The effect of these factors on the price of rare earth, precious and base metals, and therefore the economic viability of any of our exploration properties and projects, cannot accurately be predicted.

The mining industry is highly competitive and there is no assurance that we will continue to be successful in acquiring mineral claims. If we cannot continue to acquire properties to explore for mineral resources, we may be required to reduce or cease operations.

The mineral exploration, development, and production industry is largely un-integrated. We compete with other exploration companies looking for mineral resource properties. While we compete with other exploration companies in the effort to locate and acquire mineral resource properties, we will not compete with them for the removal or sales of mineral products from our properties if we should eventually discover the presence of them in quantities sufficient to make production economically feasible. Readily available markets exist worldwide for the sale of mineral products. Therefore, we will likely be able to sell any mineral products that we identify and produce.

In identifying and acquiring mineral resource properties, we compete with many companies possessing greater financial resources and technical facilities. This competition could adversely affect our ability to acquire suitable prospects for exploration in the future. Accordingly, there can be no assurance that we will acquire any interest in additional mineral resource properties that might yield reserves or result in commercial mining operations.

Risks Related To Our Company

We are currently re-evaluating our business model and expect to exit the mineral explorations industry

On February 7, 2012, in anticipation of a change in our business mode, the Company changed its name to Rarus Technologies Inc. We do not yet know what risks will be related to any new business we may enter and we cannot provide investors with any assurance that we will generate any operating revenues from any new business venture, or ever achieve profitable operations.

We have a limited operating history on which to base an evaluation of our business and prospects.

We have been in the business of exploring mineral resource properties since June 24, 2011 (the date of acquisition of the Pilot Peak Property) and we have not yet located any mineral reserves. As a result, we have never had any revenues from our operations. In addition, our operating history has been restricted to the acquisition and exploration of our mineral properties and this does not provide a meaningful basis for an evaluation of our prospects if we ever determine that we have a mineral reserve and commence the construction and operation of a mine. We have no way to evaluate the likelihood of whether our mineral properties contain any mineral reserve or, if they do that we will be able to build or operate a mine successfully. We anticipate that we will continue to incur operating costs without realizing any revenues during the period when we are exploring our properties. We therefore expect to continue to incur significant losses into the foreseeable future. We recognize that if we are unable to generate significant revenues from mining operations and any dispositions of our properties, we will not be able to earn profits or continue operations. At this early stage of our operation, we also expect to face the risks, uncertainties, expenses and difficulties frequently encountered by companies at the start up stage of their business development. We cannot be sure that we will be successful in addressing these risks and uncertainties and our failure to do so could have a materially adverse effect on our financial condition. There is no history upon which to base any assumption as to the likelihood that we will prove successful and we can provide investors with no assurance that we will generate any operating revenues or ever achieve profitable operations.

Our activities will be subject to environmental and other industry regulations which could have an adverse effect on our financial condition

Our company's activities are subject to environmental regulations promulgated by government agencies from time to time. Environmental legislation generally provides for restrictions and prohibitions on spills, releases or emissions of various substances produced in association with certain mining industry operations, such as seepage from tailing disposal areas, which would result in environmental pollution. A breach of such legislation may result in imposition of fines and penalties. In addition, certain types of operations require the submission and approval of environmental impact assessments. Environmental legislation is evolving in a manner which means stricter standards and enforcement, fines and penalties for non-compliance are more stringent. Environmental assessments of proposed projects carry a heightened degree of responsibility for companies and directors, officers and employees. The cost of compliance with changes in governmental regulations could have an adverse effect on the financial condition of our company.

The operations of our company will include exploration and development activities and potentially commencement of production on our properties, which requires permits from various federal, state and local governmental authorities and such operations are and will be governed by laws and regulations governing prospecting, development, mining, production, exports, taxes, labor standards, occupational health, waste disposal, toxic substances, land use, environmental protection, mine safety and other matters. Companies engaged in the development and operation of mines and related facilities generally experience increased costs and delays in production and other schedules as a result of the need to comply with applicable laws, regulations and permits.

Failure to comply with applicable laws, regulations, and permitting requirements may result in enforcement actions, including orders issued by regulatory or judicial authorities causing operations to cease or be curtailed, and may include corrective measures requiring capital expenditures, installation of additional equipment, or remedial actions. Parties engaged in mining operations may be required to compensate those suffering loss or damage by reason of the mining activities and may have civil or criminal fines or penalties imposed for violations of applicable laws or regulations and, in particular, environmental laws.

The fact that we have not earned any operating revenues since our incorporation raises substantial doubt about our ability to continue to explore our mineral properties as a going concern.

We have not generated any revenue from operations since our incorporation and we anticipate that we will continue to incur operating expenses without revenues unless and until we are able to identify a mineral resource in a commercially exploitable quantity on one or more of our mineral properties and we build and operate a mine. At ~~September~~December 3031, 2011, we had cash in the amount of $420,~~756~~058 and a net working capital deficiency of $(~~127~~91,~~316~~352). We incurred a net loss of $(62106,~~462~~498) for the ~~three~~six month period ended ~~September~~December 3031, 2011 and a net loss of $(~~108~~152,~~871~~907), net of non-cash gains, since inception on June 23, 2010. We may have to raise additional funds to meet our currently budgeted operating requirements for the next 12 months. As we cannot assure a lender that we will be able to successfully explore and develop our mineral properties, we will probably find it difficult to raise debt financing from traditional lending sources. We have traditionally raised our operating capital from sales of equity securities, stockholder advances, and third party loans, but there can be no assurance that we will continue to be able to do so. If we cannot raise the money that we need to continue exploration of our mineral properties, we may be forced to delay, scale back, or eliminate our exploration activities. If any of these were to occur, there is a substantial risk that our business would fail.

These circumstances have lead our independent registered public accounting firm, in their report included in this Form 10-K, to comment about our company’s ability to continue as a going concern. Management has plans to seek additional capital through private placements and/or public offerings of its capital stock and debt offerings. These conditions raise substantial doubt about our company’s ability to continue as a going concern. Although there are no assurances that management’s plans will be realized, management believes that our company will be able to continue operations in the future. Our consolidated financial statements do not include any adjustments relating to the recoverability and potential classification of recorded assets, or the amounts of and classification of liabilities that might be necessary in the event our company cannot continue in existence. We continue to experience net operating losses.19

32These circumstances have lead our independent registered public accounting firm, in their report included in our Form 10-K for the year ended June 30, 2011, to comment about our company’s ability to continue as a going concern. Management has plans to seek additional capital through private placements and/or public offerings of its capital stock and debt offerings. These conditions raise substantial doubt about our company’s ability to continue as a going concern. Although there are no assurances that management’s plans will be realized, management believes that our company will be able to continue operations in the future. Our consolidated financial statements do not include any adjustments relating to the recoverability and potential classification of recorded assets, or the amounts of and classification of liabilities that might be necessary in the event our company cannot continue in existence. We continue to experience net operating losses.

We currently rely on certain key individuals and the loss of one of these key individuals could have an adverse effect on the Company

Our success depends to a certain degree upon certain key members of our management. These individuals are a significant factor in the our growth and success. The loss of the service of members of management and our board could have a material adverse effect on our company. In particular, the success of our company is highly dependent upon the efforts of our President & CEO, the loss of whose services would have a material adverse effect on the success and development of our company. Additionally, we do not anticipate having key man insurance in place in respect of our directors and senior officers in the foreseeable future.

We require substantial funds merely to determine whether commercial precious metal deposits exist on our properties

Any potential development and production of our exploration properties depends upon the results of exploration programs and/or feasibility studies and the recommendations of duly qualified engineers and geologists. Such programs require substantial additional funds. Any decision to further expand our operations on these exploration properties is anticipated to involve consideration and evaluation of several significant factors including, but not limited to:

Costs of bringing each property into production, including exploration work, preparation of production feasibility studies, and construction of production facilities;

Availability and costs of financing;

Ongoing costs of production;

Market prices for the precious metals to be produced;

Environmental compliance regulations and restraints; and

Political climate and/or governmental regulation and control.

Risks Associated with Our Common Stock

Trading on the OTC Bulletin Board may be volatile and sporadic, which could depress the market price of our common stock and make it difficult for our stockholders to resell their shares.

Our common stock is quoted on the Over-The-Counter Bulletin Board service of the Financial Industry Regulatory Authority. Trading in stock quoted on the Over-The-Counter Bulletin Board is often thin and characterized by wide fluctuations in trading prices, due to many factors that may have little to do with our operations or business prospects. This volatility could depress the market price of our common stock for reasons unrelated to operating performance. Moreover, the Over-The-Counter Bulletin Board is not a stock exchange, and trading of securities on the Over-The-Counter Bulletin Board is often more sporadic than the trading of securities listed on a quotation system like NASDAQ, or a stock exchange like Amex. Accordingly, shareholders may have difficulty reselling any of their shares.

Our stock is a penny stock. Trading of our stock may be restricted by the SEC’s penny stock regulations and FINRA’s sales practice requirements, which may limit a stockholder’s ability to buy and sell our stock.

Our stock is a penny stock. The Securities and Exchange Commission has adopted Rule 15g-9 which generally defines “penny stock” to be any equity security that has a market price (as defined) less than $5.00 per share or an exercise price of less than $5.00 per share, subject to certain exceptions. Our securities are covered by the penny stock rules, which impose additional sales practice requirements on broker-dealers who sell to persons other than established customers and “accredited investors”. The term “accredited investor” refers generally to institutions with assets in excess of $5,000,000 or individuals with a net worth in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly with their spouse. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document in a form prepared by the SEC which provides information about penny stocks and the nature and level of risks in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction and monthly account statements showing the market value of each penny stock held in the customer’s account. The bid and offer quotations, and the broker-dealer and salesperson compensation information, must be given to the customer orally or in writing prior to effecting the transaction and must be given to the customer in writing before or with the customer’s confirmation. In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from these rules, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written agreement to the transaction. These disclosure requirements may have the effect of reducing the level of trading activity in the secondary market for the stock that is subject to these penny stock rules. Consequently, these penny stock rules may affect the ability of broker-dealers to trade our securities. We believe that the penny stock rules discourage investor interest in, and limit the marketability of, our common stock.

In addition to the “penny stock” rules promulgated by the Securities and Exchange Commission, the Financial Industry Regulatory Authority has adopted rules that require that in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending speculative low priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer’s financial status, tax status, investment objectives and other information. Under interpretations of these rules, the Financial Industry Regulatory Authority believes that there is a high probability that speculative low-priced securities will not be suitable for at least some customers. The Financial Industry Regulatory Authority ’ requirements make it more difficult for broker-dealers to recommend that their customers buy our common stock, which may limit your ability to buy and sell our stock.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

The Company has no senior securities outstanding.

ITEM 4. (REMOVED AND RESERVED)

ITEM 5. OTHER INFORMATION

(a) During the quarter there was no information which would have been required to be filed via a report on Form 8-K which was not filed as such.

(b) During the quarter there were no material changes to the procedures by which security holders may recommend nominees to the registrant’s board of directors.

ITEM 6. EXHIBITS

EXHIBIT INDEX

Number	Exhibit Description
3.1(1)	Articles of Incorporation
3.2(2)	Amendment to Articles of Incorporation
3.3(1)	Bylaws
10.1(2)	Pilot Peak Property Agreement
10.2(3)	Website & Domain Name Sale Agreement
31.1	Certificate of President & Chief Executive Officer (principal executive officer) pursuant
	to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act
	of 2002
31.2	Certificate of Chief Financial Officer (principal financial officer) pursuant to 18
	U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-OxleyAct
	of 2002
32.1	Certificate of President & Chief Executive Officer and Chief Financial Officer and Principal Accounting Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Number

Exhibit Description


3.1⁽¹⁾	Articles of Incorporation
3.2⁽¹⁾	Bylaws
3.2⁽²⁾	Amendment to Articles of Incorporation
31.1	Certificate of President & Chief Executive Officer (principal executive officer) pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2	Certificate of Chief Financial Officer (principal financial officer) pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-OxleyAct of 2002
32.1	Certificate of President & Chief Executive Officer and Chief Financial Officer and Principal Accounting Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

⁽¹⁾Filed with the SEC on August 19, 2010 as part of our Registration Statement on Form S-1 and incorporated herein by this reference

⁽²⁾Filed with the SEC on June 29, 2011 as an exhibit to a Current Report on Form 8-K and incorporated herein by this reference.

(3) Filed with the SEC on July 27, 2011 as an exhibit to a Current Report on Form 8-K and incorporated herein by this reference.

SIGNATURES

In accordance with the requirements of the Securities Exchange Act of 1934, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

RARUS ~~MINERALS~~TECHNOLOGIES INC.

/s/ Manfred Ruf

Manfred Ruf

President & CEO, CFO

Dated: ~~October~~February 3113, ~~2011~~2012

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Filing Compare · RARUS TECHNOLOGIES INC