SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

____________________________

FORM 10-K

____________________________

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

For the fiscal year ended June 30, ~~2011~~2012

. TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 ~~FOR THE TRANSITION PERIOD FROM _______________ to _______________~~

~~RARUS~~For ~~MINERALS~~the ~~INC.~~Transition Period From _______________ to _______________

RARUS 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~~Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of ~~all~~the ~~Communications~~Securities ~~to:~~Act.

~~Parsons,~~Yes . ~~Burnett, Bjordahl, Hume, LLP~~No X .

~~1850~~Indicate ~~Skyline~~by ~~Tower~~check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

~~10900~~Yes . ~~NE 4th St~~No X .

~~Bellevue,~~Indicate ~~WA 98004~~by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.

~~(425)~~Yes X . ~~451-8036; (425) 451-8568 (fax)~~No .

Indicate by check mark ifwhether the registrant ishas asubmitted ~~well-known~~electronically ~~seasoned~~and ~~issuer~~posted on its corporate Web site, asif ~~defined~~any, inevery Interactive Data File required to be submitted and posted pursuant to Rule 405 of ~~the~~Regulation ~~Securities~~S-T ~~Act.~~(§ ~~Yes~~ 232.405 ~~No X~~of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

~~Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.~~ Yes X . No X .

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes X . No .i

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 if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. .

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 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~~Yes . aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant as of June 30, 2011 was $NIL based upon the price ($NIL) at which the common stock was last sold as of the last business day of the most recently completed second fiscal quarter, multiplied by the approximate number of shares of common stock held by persons other than executive officers, directors and five percent stockholders of the registrant without conceding that any such person is an “affiliate” of the registrant for purposes of the federal securities lawsNo X .

AsThe aggregate market value of ~~September~~the ~~27,~~voting ~~2011,~~and ~~there~~non-voting ~~were~~common ~~434,750,000 shares~~equity held by non-affiliates of the registrant’s as of June 30, 2012 was $~~0.001~~NIL ~~par~~based ~~value~~upon the price ($NIL) at which the common stock ~~issued~~was last sold as of the last business day of the most recently completed second fiscal quarter, multiplied by the approximate number of shares of common stock held by persons other than executive officers, directors and ~~outstanding~~five percent stockholders of the registrant without conceding that any such person is an “affiliate” of the registrant for purposes of the federal securities laws.

As of September 28, 2012, there were 434,750,000 shares of the registrant’s $0.001 par value common stock issued and outstanding.

Documents incorporated by reference: None

Table of Contents

PART I
ITEM 1.	Description of Business		1
ITEM 1A.	Risk Factors		718
ITEM 1B.	Unresolved Staff Comments		1226
ITEM 2.	Properties		1226
ITEM 3.	Legal Proceedings		2026
ITEM 4.	~~[Removed~~Mine ~~and~~Safety ~~Reserved]~~Disclosure		2026
PART II
ITEM 5.	Market for Company’s Common Equity and Related Stockholder Matters and Issuer Purchases of Equity Securities		2027
ITEM 6.	Selected Financial Data		2128
ITEM 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operation		2229
ITEM 7A.	Quantitative and Qualitative Disclosures About Market Risk		2532
ITEM 8.	Financial Statements and Supplementary Data:		2633
		Report of Independent Registered Public Accounting Firm	27
		Reports of Independent Registered Public Accounting Firms	34
		Balance Sheets at June 30, 2011 and June 30, 2010	28
		Consolidated Balance Sheets at June 30, 2012 and June 30, 2011	36
		Statements of Operations for the years ended June 30, 2011 and June 30, 2010 and the Exploration Stage Period of June 23, 2010 to June 30, 2011	29
		Consolidated Statements of Operations for the years ended June 30, 2012 and June 30, 2011 and the Exploration Stage Period of June 23, 2010 to June 30, 2012	37
		Statement of Stockholders’ Equity	30
		Consolidated Statement of Stockholders’ Equity	38
		Statements of Cash Flows for the years ended June 30, 2011 and June 30, 2010 and the Exploration Stage Period of June 23, 2010 to June 30, 2011	31
		Consolidated Statements of Cash Flows for the years ended June 30, 2012 and June 30, 2011 and the Exploration Stage Period from June 23, 2010 to June 30, 2012	39
		Supplemental Disclosure of Non-cash Investing and Financing Activities for the years ended June 30, 2011 and June 30, 2010 and the Exploration Stage Period of June 23, 2010 to June 30, 2011	32
		Consolidated Supplemental Disclosure of Non-cash Investing and Financing Activities for the years ended June 30, 2012 and June 30, 2011 and the Exploration Stage Period of June 23, 2010 to June 30, 2012	40
		Notes to Financial Statements	33
		Notes to Consolidated Financial Statements	41
ITEM 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure		3954
ITEM 9A.	Controls and Procedures		3954
ITEM 9B.	Other Information		4055
PART III
ITEM 10.	Directors, Executive Officers and Corporate Governance		4056
ITEM 11.	Executive Compensation		4358
ITEM 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters		4459
ITEM 13.	Certain Relationships and Related Transactions, and Director Independence		4460
ITEM 14.	Principal Accounting Fees and Services		4561
PART IV
ITEM 15.	Exhibits, Financial Statements Schedules		4662
SIGNATURES			4763

iii

FORWARD-LOOKING STATEMENTS

This Annual Report on Form 10-K 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.

PART I

ITEM 1. DESCRIPTION OF BUSINESS

~~History~~CORPORATE ~~of the Company~~SUMMARY

~~The~~Rarus ~~Company~~Technologies Inc. was incorporated ~~on June 23, 2010~~ in the State of Nevada on June 23, 2010 under the name HotelPlace, Inc. ~~The~~On ~~original~~June ~~business~~24, ~~plan~~2011, of the Company ~~was~~changed toits ~~provide~~name ~~Internet~~to ~~search~~Rarus ~~and~~Minerals ~~advertising~~Inc.; ~~services that facilitate access to hotel~~ and ~~travel information~~ on ~~the~~January ~~Internet~~26, ~~relevant~~2012 tothe ~~key geographic locations. The~~ Company ~~has~~changed ~~since abandoned~~ its ~~original~~name ~~business plan and restructured its business~~ to ~~focus~~Rarus onTechnologies ~~the acquisition, exploration and development of rare earth mineral properties~~Inc.

WeDuring ~~decided~~the tofiscal year ended June 30, 2012, we determined we should enter the ~~mining~~Social Media enterprise business because we ~~were~~are seeking ~~out~~a ~~viable~~better ~~options~~method to create value for our shareholders. After conducting independent research on ~~the~~how ~~feasibility~~to ofexecute ~~discovering~~this ~~and~~transition ~~exploiting~~we ~~commercially~~began ~~recoverable~~negotiations ~~amounts~~for acquisition of ~~rare~~software ~~earth~~on ~~minerals,~~which weto ~~determined~~build ~~that~~a ~~staking~~Social Media enterprise and ~~exploring~~this ~~potential~~culminated ~~mineral~~in ~~claims~~the ~~could~~signing beof aan ~~sound~~agreement ~~long~~with ~~term~~ThinkCorp ~~investment~~AG ~~strategy~~to ~~that~~purchase ~~could~~a ~~potentially~~Social ~~lead~~Media tomobile ~~lucrative~~phone ~~business~~Application ~~opportunities~~named "Zngle". OnParallel ~~June~~to 24execution of this agreement, ~~2011~~on May 8, 2012, the Company ~~filed~~incorporated in Nevada a ~~Certificate~~wholly ofowned ~~Amendment~~subsidiary named Zngle, Inc. to ~~its~~act ~~Articles~~as ofthe ~~Incorporation~~operations ~~with~~center for the ~~Nevada~~new ~~Secretary~~business ofand ~~State~~effective ~~changing~~that date all activities in its ~~corporate~~former ~~name~~mining toinitiative ~~Rarus~~were ~~Minerals~~terminated ~~Inc~~and the Company effectively became a Social Media Enterprise business. toUnder ~~reflect~~the License Agreement, the ~~change~~primary indevelopment work of the Zngle Social Media Application continues to be performed by ThinkCorp AG and to date the Company’s ~~business~~has ~~direction~~launched beta versions of its mobile phone App and has not yet generated any revenues.

OnWe ~~June~~are ~~24,~~a ~~2011,~~development ~~the~~stage ~~Company~~corporation ~~entered~~and ~~into~~since aninception ~~Option to Purchase Pilot Peak Property (~~the ~~“Option Agreement") with two individuals (together, the “Optionor”), pursuant to which the~~ Company ~~has~~and ~~the~~its ~~exclusive~~subsidiary ~~option~~ (~~the~~collectively ~~“Option”) to purchase a 100% interest in Optionor’s rights to those certain lode mining claims~~'Rarus', ~~consisting of approximately 2~~'We',~~600~~ ~~acres, known as~~ the ~~Pilot Peak Property~~'Registrant', ~~situated~~or ~~in San Bernardino County, California (hereinafter referred to as~~ the ~~“Claims”~~'Company'). Tohas ~~fully~~not ~~exercise~~been ~~the~~involved ~~Option and receive an undivided 100% right, title and interest~~ in ~~and~~any ~~to the Claims~~bankruptcy, ~~the~~receivership ~~Company must: (1) pay an aggregate sum of $910,000 to Optionor; (2) incur an aggregate of at least $950,000 of expenditures on~~ or ~~with~~similar ~~respect to the Claims~~proceedings; ~~and~~nor ~~(3)~~has ~~issue~~it tobeen ~~Optionor~~involved anin ~~aggregate~~any ofmerger ~~ten million five hundred thousand (10,500,000) restricted shares of common stock of the Company~~arrangements. AsRarus oftrades 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;~~OTCQB ~~and~~over ~~(3) commenced~~ the ~~initial~~counter ~~exploration~~market ~~work~~under on the ~~Claims~~symbol RARS.

~~Description~~COMPETITIVE ~~of Business~~EDGE

WeThe ~~are~~Company ~~now~~faces ancompetition ~~exploration~~from ~~stage~~Facebook ~~corporation~~and ~~engaged~~other inspecialized ~~the~~online ~~search~~social ofmedia ~~rare~~and ~~earth~~local ~~mineral~~deals ~~deposits or reserves~~sites, ~~which~~including ~~are~~LinkedIn ~~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~~Citysearch. ~~Currently~~However, ~~our~~these ~~premier~~sites ~~focus~~either islack on the ~~State~~mobile ofcapabilities ~~California and more specifically, the area of the Mojave Desert. We are considered an exploration~~ or ~~exploratory~~fail ~~stage~~to ~~company~~offer ~~because~~a wevideo-focused ~~are~~user ~~involved~~platform, inthereby ~~the~~restricting ~~examination~~its ~~and~~business ~~investigation~~participants of ~~land that we believe may contain~~ valuable ~~minerals,~~exposure ~~for~~with ~~the~~prospective ~~purpose of discovering the presence of rare earth metals, if any, and their extent~~customers. AZngle ~~rare~~plans ~~earth~~to ~~mineral~~capitalize ison aits ~~mineral~~competitors’ ~~which~~weaknesses ~~contains~~by ~~one~~building oron ~~more~~the ~~rare~~following ~~earth elements as major metal constituents.~~ strengths:

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 rare.ü

1Free for users and businesses

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. ü

~~Exploration~~Social ~~for~~media 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.incorporation

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. ü

IfComplex ~~commercially~~technology ~~marketable~~made 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. simple

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. ü

WeIntegration ~~anticipate~~with ~~that~~mobile 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.applications

~~The Claims~~ü

~~Our Claims consist of an aggregate of 134 lode mining claims located in an area of the Mojave Desert in Township 5N~~Extensive, ~~Range~~categorical ~~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.~~searchability

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. ü

~~In order to locate and stake a mining claim in the state of California~~Sleek, ~~you~~user-friendly 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. design

2ü

~~From~~Affiliations ~~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~~trusted ~~California~~websites 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~~ü

~~Our~~Focus ~~Claims are located in the Mojave Desert~~ on ~~the eastern flank of the Old Woman Mountains in Township 5N~~local, ~~Range~~individual 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. communities

~~The~~To ~~terrain~~launch isour ~~gentle~~Social toMedia ~~moderate.~~business ~~The~~we ~~area~~invested issubstantial ~~generally~~time ~~covered~~in ~~with~~analyzing awhat ~~thin~~worked ~~alluvial~~and ~~fan~~what didn’t work on existing Social Media platforms. We then, through our License Agreement with ~~bedrock~~ThinkCorp, ~~cropping~~engaged ~~out~~talented developers who had turnkey solutions in the ~~higher~~form ~~elevations~~of the Zngle platform. ~~The~~A ~~alluvial~~key ~~surface~~element ~~trends~~of upour ~~from~~screening aprocess ~~low~~for ofthis ~~approximately~~partnership ~~2,100~~was ~~feet~~a ~~above~~focus ~~mean~~on ~~sea~~finding ~~level~~a team who excelled in the ~~southeastern~~areas ~~portion~~we offound worked in the ~~area,~~Internet tocommerce market. We also focused on selecting a ~~high~~partner ofwho ~~approximately~~believed 2in our vision,~~800~~ ~~feet~~were inresults ~~the~~oriented ~~northwestern~~and ~~portion~~were economical to hire. We then began developing our business model. The ~~highest~~first ~~elevations~~primary oncomponent ~~the~~was ~~property,~~to ~~approximately~~create ~~2,900~~a ~~feet,~~platform ~~are~~that ~~located~~was on"incredibly sticky" with high user retention rates (people returning repeatedly to use the ~~slopes~~site). This is important as frequency of ~~Pilot~~user ~~Peak~~visits atto ~~the~~a ~~northwestern~~site ~~edge~~are a key generator of ~~the~~revenues ~~study~~from ~~area~~sales of ad space.

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.1

~~There~~The ~~are~~second ~~large~~part ~~alluvial-covered~~of ~~areas~~our ~~between~~model ~~the~~was ~~syenite/carbonatite~~to ~~complex~~find ~~and~~a ~~the~~way ~~allanite~~to ~~gneiss~~capture ~~zones~~local ~~which~~commerce ~~may~~through ~~indicate~~the ~~potential~~creation ~~targets~~of seamless ways for ~~exploration~~local ofbusinesses ~~rare~~to ~~earth~~interact ~~deposits.~~with ~~These~~people ~~include~~who ~~the~~are ~~alluvium~~looking ~~covered,~~to ~~northwest~~buy ~~trending~~their ~~topographic~~products ~~linears~~and ~~which~~services. ~~may~~The ~~indicate~~challenge ~~mineralized~~at ~~structures~~this ~~along~~juncture awas ~~projected~~to ~~trace~~create ofan ~~the~~innovative ~~syenite/carbonatite~~mobile ~~mass~~phone App but remain simple to use. ~~Potential~~Our ~~areas~~solution was the creation of ~~interest~~augmented ~~also~~reality ~~appear~~coupons which enable consumers to ~~exist~~easily ~~along~~redeem ~~the~~coupons ~~trend~~with oftheir ~~mineralization~~mobile ~~seen~~device onin ~~previous~~a ~~wide-spaced~~manner ~~drilling~~where atthey ~~the~~would ~~Claim~~not ~~sites~~have to make upfront payments as they do with other coupon transaction companies. ~~Preliminary~~Our ~~geological~~plan ~~research~~now ~~may~~is ~~indicate~~to ~~potential~~generate ~~for~~revenues ~~deposits~~by ofcharging ~~lanthanum,~~companies ~~cerium,~~to ~~praseodymium,~~host ~~neodymium~~their ~~and~~augmented ~~yttrium~~reality coupons.

~~Observation~~In summary, ~~several~~our ~~geologic~~business ~~reports,~~model and ~~one~~vision ~~preliminary engineering study evidence that previous exploration work has been done at the Claims. Currently, there~~ are nosimple: ~~improvements,~~to ~~buildings,~~create ~~houses,~~multiple orstreams ~~infrastructure~~ of ~~any~~revenue ~~kind~~at ~~within~~ the ~~Claims’~~same ~~boundaries.~~time ~~There~~creating ~~are~~an noexciting/interactive ~~plants,~~experience ~~equipment,~~for ~~surface or subsurface improvements, or facilities on the land on which the Claims are located~~users. ~~Our Claims are without known mineral reserves and our plan of exploration is exploratory in nature.~~

~~Climate~~BUSINESS DECRIPTION

~~The~~Industry 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. Overview

There is no doubt that social networks continue to play an increasingly important part in many people's lives. ~~Plan~~A ofrecent ~~Operation~~report by EMarketer predicts there will be a massive 1.43 billion social network users in 2012, representing a 19.2 percent increase over 2011 figures (source: www.emarketer.com/Article.aspx?R=1008903).

WeSocial ~~plan~~media usage varies from place to ~~implement~~place ~~the~~and ~~following~~from ~~initial~~one ~~exploration~~demographic ~~program~~to ~~consisting~~the ofnext. ~~three~~A ~~phases~~Pew Internet survey (source: www.pewinternet.org/Reports/2011/Social-Networking-Sites.aspx) Wefound ~~plan~~that to65 ~~conduct~~percent ~~mineral~~of ~~exploration~~Internet ~~activities~~users onin the ~~Claims~~U.S. toused ~~assess~~social ~~whether~~networking ~~the~~sites, ~~Claims~~up ~~contain~~from ~~mineral~~61 ~~reserves~~percent ~~capable~~the previous year. Sixty-one percent of ~~commercial~~adults ~~extraction.~~under ~~Our~~30 ~~exploration~~reported ~~program~~that isthey ~~designed~~used toa ~~explore~~social ~~for~~networking ~~commercially~~site ~~viable~~at ~~deposits~~least ofonce ~~rare~~on ~~earth~~a ~~metals,~~typical ~~niobium~~day ~~and~~while ~~phosphate.~~daily Tousage ~~date,~~among weInternet ~~have~~users ~~not~~aged ~~identified~~between ~~any~~50-64 ~~commercially~~rose ~~exploitable~~sharply, ~~reserves~~from of20 ~~these~~percent orin ~~other~~2010 ~~minerals~~to on32 ~~the~~percent ~~Claims~~last year.

3“The graying of social networking sites continues, but the oldest users are still far less likely to be making regular use of these tools,” said Senior Research Specialist and report co-author Mary Madden. “While seniors are testing the waters, many Baby Boomers are beginning to make a trip to the social media pool part of their daily routine.”

WeAlongside ~~plan~~personal tousage, ~~commence~~more ~~the~~businesses ~~first~~are ~~phase~~taking ~~(Phase~~advantage I) of the ~~exploration~~benefits ~~program~~social onmedia ~~the~~sites ~~Claims~~can ~~during the third to fourth calendar quarter of 2011~~offers. ~~Phase~~Small Ibusinesses ~~work~~continue ~~will~~to ~~consist~~gravitate ofto ~~retaining~~digital/online ~~consultant(s)~~media, particularly to ~~conduct~~self-serve ~~exploration~~advertising ~~activities~~and onpromotional ~~the Claims~~tools, including: ~~geological mapping~~video, ~~geological~~social ~~prospecting,~~media ~~assaying~~ and ~~information~~search ~~review.~~engine ~~Geological~~marketing ~~mapping~~(SEM), ~~involves~~according ~~plotting previous exploration data relating~~ to ~~a property area on a map in order to determine~~ the ~~best~~latest ~~property~~wave ~~locations~~of toLocal ~~conduct~~Commerce ~~subsequent~~Monitor, ~~exploration~~BIA/Kelsey's ~~work.~~15-year ~~Geological~~tracking ~~prospecting~~study ~~involves analyzing rocks on the property surface in order to discover indications~~ of ~~potential~~SMB ~~mineralization.~~advertising ~~All~~spending, ~~samples~~media ~~gathered~~usage, ~~will~~Web bepresence ~~sent to a laboratory where they are crushed~~ and ~~analyzed~~sales ~~for~~channels ~~mineral~~(source: ~~content~~www. ~~Assaying is the chemical analysis of a substance to determine its components~~biakelsey.com). WeSMBs ~~expect~~surveyed ~~Phase~~in ILCM toWave ~~take~~15 ~~approximately~~reported 60they ~~days~~plan to ~~complete~~allocate ~~and~~26 anpercent ~~additional~~of ~~month~~their ~~for~~budgets ~~the consulting geologist~~ to ~~receive~~digital/online ~~the~~media ~~lab~~over ~~results from these activities and prepare an analytic report. We have estimated~~ the ~~cost~~next of12 ~~Phase I to be approximately $66,000~~months.

IfAs ~~Phase I proves successful in identifying mineral deposits and we have sufficient funds to continue, we intend to proceed with~~ the ~~second phase (Phase II) of the program as soon as practicable upon completion of Phase I. In Phase II, we will retain a consultant(~~Internet’s) tonewest ~~begin~~spot ~~trenching,~~for ~~surveying~~businesses ~~localized soils,~~ and ~~detailed~~prospective ~~sampling~~buyers ~~of historic zones. Trenching is the process of turning over land~~ to ~~uncover~~seamlessly ~~underlying~~connect ~~material.~~through ~~Soil~~Social ~~surveying is the systematic examination~~Media, ~~description,~~Zngle ~~classification,~~will ~~and~~continue ~~mapping of soils in an area. The objective of sampling in mineral processing is~~ to ~~estimate~~encourage ~~grades~~adoption ~~and contents~~ of ~~sample~~its ~~soils,~~technology ~~rocks,~~through ~~and~~various ~~other~~marketing ~~discovered materials~~avenues. Smartphone ~~The~~users ~~estimated~~can ~~cost~~take ofadvantage ~~Phase II is between $37,000 and $59,500, depending on the level~~ of ~~our~~Zngle’s ~~activities~~Augmented ~~during~~Reality ~~this~~Coupon ~~phase~~offers ~~and the funds available. It will take approximately 50 days to complete Phase II and~~ an ~~additional month for the consulting geologist~~ easy-to-use ~~receive~~App ~~the~~that ~~lab~~automatically ~~results~~registers ~~from~~geographic ~~these~~location ~~activities~~ and ~~prepare~~pulls anup ~~analytic~~offerings ~~report.~~in ~~We expect to commence work on Phase II between~~ the ~~fourth~~user’s ~~calendar quarter of 2011 and first calendar quarter of 2012, subject to the availability of funds~~vicinity.

~~After~~The ~~all~~Company ~~surveys~~will ~~and~~boost ~~initial~~brand ~~samples~~consciousness ~~have~~through ~~been~~online ~~collected~~methods ~~and~~including ~~positive results have been obtained from such activities, we expect to begin~~ the ~~third~~search ~~phase~~engine ~~(Phase~~optimization ~~III)~~ of ~~the~~its ~~program~~website, ~~around~~viral ~~the~~marketing, ~~second~~Google ~~calendar quarter of 2012~~AdWords, ~~assuming~~and wecross-promotions ~~have~~with ~~adequate~~other ~~funds~~search toengines ~~continue~~and ~~our~~video ~~operations~~platforms. Traditional ~~Phase~~channels ~~III will consist~~ of ~~retaining~~garnering aattention ~~consultant(s)~~will toinvolve ~~conduct~~print ~~core~~media, ~~sampling~~television advertising, and ~~analysis.~~public ~~Core~~relations ~~sampling~~tactics, isincluding ~~the~~press ~~process~~releases ofand ~~drilling~~print ~~holes~~articles. Finally, toZngle awill ~~depth~~round ofout upits topromotional ~~100~~efforts ~~feet~~with inChamber ~~order~~of toCommerce ~~extract~~membership aand ~~sample~~word of ~~earth.~~mouth Weproliferation, ~~anticipate~~thereby ~~that~~communicating itits ~~will~~mission ~~take~~of ~~between~~creating ~~one~~a tolocal, ~~three months to drill 16~~community-32focused ~~holes~~platform ~~to a depth of 100 feet each. Our estimated costs~~ for ~~this~~businesses ~~drilling~~and ~~program~~consumers ~~is approximately $79,000~~alike.

As part of Phase IIII, after core sampling, the consultant(s) will analyze the samples collected from the core drilling. The total estimated cost for analyzing the core samples is $3,500, and we estimate this process will take approximately 30 days. The core samples will be tested to determine if mineralized material is located on the Claims. We intend to take our core samples to analytical chemists, geochemists and registered assayers located in San Bernardino County, California. We have not selected any of the foregoing persons as of the date of this Report. Based upon the tests of the core samples, we will determine if we will terminate operations, proceed with additional exploration of the Claims, or develop the Claims. If we do not find mineralized material or we cannot remove mineralized material, either because we do not have the funds or because it is not economically feasible to proceed, we will cease operations. 2

~~Total~~Zngle maximum expenditures for the exploration of our Claims over the next 12 months are expected to range from approximately $143,500 to $208,000. If Phase I proves to be successful and sufficient funds are available after completion of such Phase, we will continue with Phase II and so on until funds are no longer available. In the event we have enough money to begin but not to complete one of the Phases, we will cease operations until we raise more money. If we cannot or do not raise sufficient money to complete one or more Phases, or if our exploration activities are not successful, we will discontinue exploration of our Claims and any funds spent on exploration will likely be lost. Functionality

~~Quality~~The ~~Assurance/Quality~~zone ~~Control~~functionality makes Zngle unique in the way it gives people the ability to segment and quantify your friends list. The zone functions allow members to put people in family, friends, colleagues, community, acquaintances, dating and custom zones. By quantifying friend’s lists allows members to allow certain zones to see certain posts.

[f10k063012_10k001.jpg]

[f10k063012_10k003.gif]

The data obtained from our exploration program will consist of survey data, sampling data, and assay results. Quality Assurance / Quality Control (QA/QC) protocols will be in place at the mining site and at the laboratory to test the sampling and analysis procedures.3

[f10k063012_10k004.jpg]

~~The~~Zngle's ~~Company~~focus ~~will~~is ~~utilize~~on ~~statistical~~establishing ~~methodologies~~an toinnovative ~~calculate~~business ~~mineral~~model ~~reserves~~intended ~~based~~to onbridge ~~interpolation~~cutting-edge ~~between~~social ~~and~~media ~~projection beyond sample points. Interpolation~~ and ~~projection~~e-commerce ~~are~~into ~~limited~~a bymarketplace ~~certain~~that ~~factors~~connects ~~including~~friends, ~~geologic~~family, ~~boundaries~~consumers, ~~economic considerations~~ and ~~constraints~~vendors toin ~~safe~~new ~~mining~~and ~~practices~~exciting ways. Zngle.com ~~Sample~~is ~~points~~designed ~~will~~be ~~consist~~a ofcentralized ~~variably~~Internet ~~spaced~~portal ~~drill~~and ~~core~~next-generation ~~intervals~~social ~~obtained~~media ~~from~~website ~~drill~~that ~~sites~~incorporates ~~located~~voice/text onmessaging, ~~the~~video ~~surface~~email, ~~and~~video incalling, ~~underground~~voIp ~~development~~calling ~~workings.~~and ~~Results~~mobile ~~from~~technologies ~~all~~to ~~sample~~allow ~~points~~consumers ~~within~~to ~~the~~access ~~mineral~~real-time ~~reserve~~information ~~area~~about ~~will~~various beproducts ~~evaluated~~ and ~~applied~~services inthrough ~~determining~~augmented ~~the~~proximity ~~mineral~~reality ~~reserves.~~search features.

4Zngle strives for simplicity and ease of use in its website and mobile application and feel these features will set us apart from traditional social media sites. For example if you activate your colleague zone you can socialize with people with the same occupation/profession. Or when you upload content you can easily choose the zone that sees your post. Beta feedback from users regarding the zone functionality has been positive. The uniqueness of the zone functions will allow Zngle to deploy a targeted marketing campaign which will build its member base. An example of this is the ability of specific types of users to target other like-minded users to socialize directly with each other and network and share content.

~~Samples~~Zngle.com will beoffer ~~sent~~augmented toreality acoupons ~~laboratory~~that ~~for~~feature ~~analyses.~~proximity ~~The~~alerts ~~samples~~for ~~will~~specific bemerchants. ~~under~~It ais ~~strict~~these ~~monitoring~~unique ~~and~~attributes ~~tracking~~of ~~system~~the ~~from~~Zngle ~~log-in~~platform tothat ~~completion.~~will ~~Samples~~attract ~~will~~a bewide ~~logged-in~~audience ~~immediately~~of ~~upon~~consumers ~~receipt~~who ~~and~~are ~~carefully~~actively ~~checked~~seeking ~~for~~and ~~any~~redeeming ~~special~~coupons. The ~~handling~~new ~~that~~self-serve ~~may~~coupon befeature ~~needed.~~will ~~All~~also ~~analytical~~appeal ~~procedures,~~to ~~sample~~both ~~handling,~~small and ~~preservation~~large ~~techniques~~businesses ~~used~~looking ~~will strictly adhere~~ to ~~those~~reach ~~approved~~local bycustomers ~~the~~through ~~Environmental~~their ~~Protection~~Zngle ~~Agency~~Business ~~(“EPA”),~~Pages. ~~where~~Zngle ~~applicable.~~members Towill ~~test~~receive ~~assay~~alerts ~~accuracy~~via ~~and~~push ~~reproducibility,~~notification ~~pulps~~on ~~from~~their ~~core~~smartphones ~~samples~~when ~~will~~they beare ~~submitted~~within ~~and~~proximity ~~then~~to ~~resubmitted~~a ~~for~~business ~~analysis~~offering ~~and~~a ~~compared~~coupon. ToMembers ~~test~~can ~~for~~easily ~~sample~~redeem ~~errors~~an oroffer ~~cross-contamination,~~by ~~blank~~displaying ~~core~~the ~~(waste~~mobile ~~core)~~coupon ~~samples~~at ~~will be submitted with~~ the ~~mineralized~~point ~~samples~~of ~~and compared~~purchase. ~~Reference~~Ultimately, ~~samples from~~ the ~~EPA~~Company ormay ~~from~~branch ~~private~~into ~~sources~~the ~~will~~rapidly ~~also~~growing begroup-buying ~~tested~~segment, ~~with~~as ~~every~~popularized ~~set~~by ofGroupon ~~samples~~and ~~to provide an additional measure of accuracy~~LivingSocial.

The QA/QC protocols will be practiced on both resource development and production samples. The data will be entered into a 3-dimensional modeling software package and analyzed to produce a 3-dimensional solid block model of the resource. The assay values will be further analyzed by a geostatistical modeling technique to establish a grade distribution within the 3-dimensional block model. Dilution will then be applied to the model and a diluted tonnage and grade will be calculated for each block. Mineral and waste tons, contained ounces and grade will then be calculated and summed for all blocks. A percent mineable factor based on historic geologic unit values will be applied and the final proven reserve tons and grade will be calculated. 4

[f10k063012_10k005.jpg]

[f10k063012_10k006.jpg]

~~The~~Zngle ~~Company~~ will ~~review~~generate ~~its~~revenue ~~methodology~~by ~~for~~selling ~~calculating~~banner ~~mineral~~space ~~reserves~~that onwill anbe ~~annual~~viewed ~~and~~by ~~as-needed~~people ~~basis.~~who ~~Conversion,~~are anwithin ~~indicator~~the ofadvertiser's ~~the~~relevant ~~success~~geographic inlocation ~~upgrading~~and ~~probable~~who ~~mineral~~display ~~reserves~~the toappropriate ~~proven~~interest ~~mineral~~criteria. ~~reserves,~~Zngle will begather ~~evaluated~~this asspecific ~~part~~user ofinformation ~~the~~by ~~reserve~~tracking ~~process.~~accessed ~~The~~content, ~~review~~'liked' ~~will~~items, ~~examine~~and ~~the~~profile ~~effect of new geologic~~ information,. ~~changes~~This ~~implemented~~kind orof ~~planned~~targeted inmarket ~~mining~~intelligence ~~practices~~allows ~~and~~Zngle ~~mine~~the ~~economics~~ability onto ~~factors~~charge ~~used~~a premium for ~~the~~ad ~~estimation of probable mineral reserves~~space. ~~The~~Zngle ~~review~~ will ~~include~~also anincorporate ~~evaluation~~a ofbidding ~~the~~strategy ~~Company’s~~on ~~rate~~all ofbanner ~~conversion~~inventories ~~of probable reserves~~ to ~~proven~~ensure ~~reserves~~maximum revenues.

~~Government Regulation~~5

~~Exploration~~Market ~~activities~~Analysis are subject to various federal, state, foreign and local laws and regulations, which govern prospecting, mineral exploration, drilling, mining, production, mineral extraction, transportation of minerals, taxes, labor standards, occupational health, waste disposal, protection of the environment, mine safety, hazardous substances and several other matters. We believe that we are in compliance in all material respects with applicable mining, health, safety and environmental statutes and the regulations promulgated by the State of California and the United States Federal Government. Currently, there are no costs associated with our compliance with such regulations and laws. There is presently no need for any government approval of our business or our anticipated mineral products.Summary

~~Environmental~~Internet ~~Regulations~~use

~~Our~~According ~~exploration activities are subject~~ to ~~various~~a ~~federal,~~survey ~~state~~by ~~and local laws and regulations governing protection of~~ the ~~environment.~~Pew ~~These~~Internet ~~laws~~& ~~are~~American ~~continually~~Life ~~changing and~~Project, as74% aof ~~general~~Americans ~~matter,~~use ~~are becoming more restrictive. Our policy is to conduct business in a way that safeguards public health and~~ the ~~environment.~~Internet ~~We believe that our exploration activities are conducted in material compliance with applicable environmental laws and regulations. Changes to current local~~regularly, ~~state or federal laws~~ and ~~regulations~~more inAmericans ~~the~~have ~~jurisdictions~~high-speed ~~where~~Internet weconnections ~~operate~~today ~~could~~than ~~require~~ever ~~additional capital expenditures and increased operating costs~~before. About ~~Although~~60% weof ~~are~~home ~~unable~~Internet tousers ~~predict~~have ~~what~~broadband ~~additional~~access, ~~legislation~~ and ~~the~~55% ~~associated costs~~ of ~~such~~American ~~legislation,~~adults ifuse ~~any,~~wireless ~~might be proposed or enacted, additional regulatory requirements could render certain exploration activities uneconomic~~Internet(1).

~~The Industry~~E-commerce

~~Rare~~While ~~earth~~the ~~elements~~impressive ~~are~~double ~~moderately~~digit ~~abundant~~growth inthat ~~the~~was ~~earth’s~~once ~~crust,~~the ~~some~~hallmark ~~even~~of ~~more~~online ~~abundant~~shopping ~~than~~has ~~copper~~slowed, ~~lead,~~e-commerce ~~gold,~~continues ~~and~~to ~~platinum.~~be ~~While~~a ~~more~~vital ~~abundant~~part ~~than~~of ~~many~~the ~~other~~retail ~~minerals~~industry. By 2014, ~~rare~~e-commerce ~~earth~~sales ~~elements~~will ~~are~~represent ~~not~~8% ~~concentrated~~of ~~enough~~all toretail ~~make~~sales ~~them~~in ~~easily~~the ~~exploitable economically~~U.S, ~~The~~according ~~United~~to ~~States~~Forrester ~~was~~Research. In ~~once~~2009, ~~self-reliant~~more inthan ~~domestically~~154 ~~produced~~million ~~rare earth elements~~people, ~~but~~or ~~over~~67% of the ~~past~~online 15community ~~years~~in ~~has~~the ~~become~~United ~~100%~~States, ~~reliant~~purchased onsomething ~~imports~~online. Computers, ~~primarily from China~~apparel, ~~the~~and ~~current~~consumer ~~global~~electronics ~~leader~~account infor ~~supplying~~44% ~~rare~~of ~~earth~~the ~~elements.~~$155 ~~There~~billion isspent noonline ~~rare earth mineral production~~ in ~~the United States~~2009(2).

[f10k063012_10k007.jpg]

5Online advertising

~~Rare~~Internet ~~Earth~~advertising ~~Elements:~~revenues ~~World~~have ~~Production~~been increasing non-stop for years. Internet publishing has severely challenged newspapers, periodicals, and ~~Reserves~~print –media ~~2009~~by radically increasing the number of outlets for people to publish opinions and information. The results have been substantial already, with revenue growing 21.4% annually from 2006 to 2011. In 2011 alone, online industry advertising revenue is expected to grow 18.8% to $38.7 billion.

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:~~The ~~U.S.~~following ~~Department~~charts ofand ~~the~~graphics ~~Interior,~~are ~~Mineral~~provided ~~Commodity~~by ~~Summaries~~IBISWorld, ~~USGS,~~and ~~2010.~~provide an overview of Internet publishing and broadcasting in the United States(3):

[f10k063012_10k008.jpg]

~~NOTES:~~The largest Internet advertising merchants – Google, Yahoo, and Facebook - have seen growth in recent years despite severe economic headwinds. Google, in particular, which generates 97% of its revenue from advertising, has seen healthy revenue growth.

~~(1)~~The ~~Reserve~~following ~~Base~~chart isdemonstrates ~~defined by~~ the ~~USGS~~company’s tofinancial ~~include~~performance ~~reserves~~from ~~(both~~2006 ~~economic~~to ~~and marginally economic) plus some sub-economic resources~~ 2011(~~i.e. those that may have potential for becoming economic reserves~~4).:

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.7

[f10k063012_10k009.jpg]

~~While~~The ~~world~~growth ~~demand~~in ~~for~~online ~~rare~~advertising ~~earth~~is ~~elements~~a ~~continues~~story tothat ~~climb,~~extends ~~U.S.~~far ~~demand~~beyond isGoogle. According ~~also projected~~ to ~~rise~~IBIS World, ~~according~~“The tonumber ~~USGS~~of ~~Commodity~~jobs ~~Specialist~~in ~~Jim~~this ~~Hedrick.~~industry ~~For~~has ~~example,~~risen ~~the~~12.6% ~~demand~~annually ~~for~~to ~~permanent magnets~~119,461 ~~used~~ in ~~electric and electric-hybrid vehicles~~2011. Similarly, isthe ~~expected~~number toof ~~grow~~establishments byhas 10risen 13.3%~~-16%~~ ~~per~~annually ~~year~~to ~~through~~about ~~2012~~50,558. More ~~Demand~~than ~~for~~90.0% ~~rare~~of ~~earth~~these ~~elements~~establishments inare ~~auto~~non-employers, ~~catalysts~~though, ~~and~~reflecting ~~petroleum~~an ~~cracking~~enormous ~~catalysts~~growth isin ~~expected~~entrepreneurs. These toowner-operators ~~increase~~include ~~between~~self-employed 6%bloggers, ~~and~~online 8%cartoonists, ~~each~~filmmakers, ~~year~~and ~~over~~opinion ~~the~~writers ~~same~~and ~~period.~~earn ~~Demand~~a ~~increases~~salary ~~are~~of ~~also~~about ~~expected for rare earth elements in flat panel displays~~$47,000 ~~hybrid~~on ~~vehicle engines, and defense and medical applications~~average." (5)

~~Access~~Digital ~~to a reliable supply to meet current~~ and ~~projected~~mobile 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.media

~~While~~On-demand ~~limited~~media ~~production~~consumption ~~and~~also ~~processing~~continues ~~capacity~~to ~~for~~expand ~~rare~~rapidly ~~earth~~worldwide. Tools ~~elements~~like ~~currently~~Internet ~~exists~~television ~~elsewhere~~systems, inwireless ~~the world~~laptops, ~~additional~~web-enabled ~~capacity~~gaming isconsoles, ~~expected~~handheld tomobile ~~be developed in the United States~~devices, ~~Australia,~~ and ~~Canada~~high-speed ~~within~~PCs ~~two~~are togiving ~~five~~users ~~years,~~instant ~~according~~access to ~~some~~media ~~experts.~~and ~~Chinese~~entertainment, ~~producers~~revolutionizing ~~are also seeking to expand their production capacity in areas around~~ the ~~world,~~way ~~particularly~~media inis ~~Australia~~consumed. By ~~There are only a few exploration companies that develop the resource~~2013, digital and ~~because~~mobile ofsales ~~long~~will ~~lead~~account ~~times~~for ~~needed~~$234 ~~from~~billion ~~discovery~~in toglobal ~~refined elements~~revenue, ~~supply~~according ~~constraints~~to ~~are likely in the short term~~PricewaterhouseCoopers(6).

~~The~~Mobile ~~supply~~devices ~~chain~~have ~~for~~become ~~rare~~ubiquitous ~~earth~~and ~~elements~~can ~~generally~~now ~~consist~~perform many of ~~mining,~~the ~~separation,~~same ~~refining,~~tasks ~~alloying,~~as ~~and~~a ~~manufacturing~~cumbersome ~~(devices~~computer. People ~~and~~are ~~component~~not ~~parts).~~going Ato ~~major~~the ~~issue~~Internet ~~for~~anymore; ~~rare~~the ~~earth~~Internet ~~element~~is ~~development~~going into the ~~United~~people ~~States~~and isstaying ~~the~~with ~~lack~~them ofwherever ~~refining,~~they ~~alloying,~~go. Many ~~and~~mobile ~~fabricating~~users ~~capacity~~are ~~that~~even ~~could~~using ~~process~~their ~~any~~phones ~~future~~to ~~rare~~access ~~earth~~the ~~production~~Internet more than they are using their computers. A ~~Many~~full ~~people~~40% inof ~~the~~iPhone ~~industry~~users ~~believe~~say that itthey isbrowse ~~not~~the ~~enough~~web tomore ~~develop~~on ~~rare~~their ~~earth~~mobile ~~element~~phone ~~mining~~than ~~operations~~they ~~alone~~do ~~without~~their ~~building~~laptop ~~the~~or ~~value-added~~desktop. The ~~refining,~~Company ~~metal~~will ~~production~~capitalize on this trend, ~~and~~allowing ~~alloying~~clients ~~capacity~~to ~~that~~reach ~~would~~consumers bewherever ~~needed~~they toare, ~~manufacture~~on ~~component~~whatever ~~parts~~device ~~for~~or ~~end-~~network they use. The ~~products,~~following ~~which~~table ~~suggests~~shows ~~that~~how ~~vertically~~the ~~integrated~~number ~~companies~~of ~~may~~page beviews ~~more~~per ~~desirable.~~month on mobile devices has grown exponentially over the last three years:

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.8

[f10k063012_10k010.jpg]

Global mobile web consumption increased 148% in 2009(7). Mobile data traffic is projected grow from 0.09 exabytes* per month in 2009 to 3.6 exabytes per month in 2014, representing a compound annual growth rate ('CAGR') of 108%. Global mobile data traffic from 2009 to 2014 is displayed in the following table(8):

Competition


	2009	2010	2011	2012	2013	2014	CAGR 2009-2014
By Application Category (TB per month)
Video	35,897	113,094	298,981	652,846	1,322,219	2,336,732	131%
P2P	15,496	23,783	50,740	104,969	177,250	276,952	78%
Gaming	4,615	11,716	27,038	62,199	110,981	173,177	106%
VoIP	4,579	11,245	24,918	55,821	100,028	156,829	103%
Web/Data/Other	30,242	60,251	133,827	273,782	451,264	621,610	83%
By Device Type (TB per month)
Non-Smartphones	7,179	15,678	33,965	63,938	103,350	142,612	82%
Smartphones	9,390	27,446	78,199	192,392	407,870	748,713	140%
Portables, Netbooks, Tablets	69,857	166,229	397,056	836,510	1,543,097	2,495,710	104%
Broadband Gateways	4,402	10,735	26,283	56,776	107,425	178,265	110%
Total Mobile Data Traffic	90,829	220,088	535,503	1,149,617	2,161,741	3,565,300	108%

~~Our~~*[An ~~business~~"exabyte" is ~~focused~~a onunit ~~the development~~ of ~~rare~~information ~~earth~~or ~~metals~~computer instorage ~~which~~equal ~~few,~~to ifone ~~any,~~quintillion ~~mining companies in the United States are currently engaged~~bytes. ~~Thus,~~The weunit ~~will~~symbol ~~not~~for ~~face strong competition in southern California or elsewhere in~~ the ~~United~~exabyte ~~States~~is ~~for rare earth metals~~"EB". ~~Further,~~A ~~there~~"terabyte" is noa ~~competition~~unit ~~for~~of ~~the~~information ~~exploration~~ or ~~extraction~~computer ofstorage ~~minerals~~equal ~~from~~to ~~our~~one ~~Claims~~trillion asbytes. weThe ~~currently~~unit ~~have~~symbol ~~the~~for ~~exclusive right to explore and exploit~~ the ~~Claims.~~terabyte is "TB"]

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. 9

[f10k063012_10k011.jpg]

WeMobile ~~believe~~phone 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.Applications

~~Customers~~Mobile applications generated a total of $6.8 billion in global revenues in 2010, according to market research firm Gartner (9). This is a 60% increase over the $4.2 billion that consumers spent on mobile applications in 2009. Industry experts predict that the mobile application industry will generate $30 billion in revenue by 2013. Downloads of mobile apps will jump to 50 billion in 2012, a remarkable rise from the seven billion applications that were downloaded in 2009 (10). Approximately 82% of the downloaded applications this year were free, a figure that is anticipated to increase to 87% by 2013. 0.9% of mobile application revenue in 2010, or $600 million dollars, was projected to be generated by advertising.

IfThe mobile application market has been driven by the ~~Company~~rapid isadoption ~~able~~of smartphone technology among consumers. More than 296.6 million smartphone units were sold in 2010, a 72.1% increase from 2009, according to ~~develop~~Gartner(11). ~~commercial~~In ~~operations~~addition, ~~process~~69.5 ~~rare~~million ~~earth~~people ~~minerals~~have ~~that~~smartphones, werepresenting ~~extract~~29% ~~from~~of ~~our~~all ~~Claims~~U.S. handset owners, ~~and~~according ~~ultimately~~to ~~manufacture~~comScore(12). ~~products~~Smartphones ~~from~~accounted ~~these~~for ~~minerals~~19% of total mobile handset sales in 2010(13). Moreover, wetoday ~~anticipate~~there are three times as many smartphone being activated every minute worldwide than there are babies being born(14). Experts predict that weby 2013, smart phones will ~~sell~~account ~~our~~for ~~products~~an ~~throughout~~estimated 20% of the ~~United~~global ~~States~~market(15). ~~and~~And, ~~eventually~~within ~~throughout~~just ~~the~~four ~~world~~years, ~~given~~there may be eight billion mobile subscribers, according to Ericsson CEO Hans Vestberg(16). In the ~~ever-increasing~~U.S. ~~demand~~market, ~~for~~RIM’s ~~these~~Blackberry ~~types~~has of36% ~~products~~market share, while Android has 28% and Apple has 21%, according to a 2010 report from the ~~variety~~NPD ofGroup(17). ~~uses~~However, ~~for~~the ~~these~~most ~~products~~popular handset in ~~high~~February ~~tech~~2011 ~~applications,~~– ~~alternative~~the ~~energy~~most ~~technologies~~recent month data were available – was the iPhone, ~~and~~according ~~defense~~to ~~technologies~~comScore(18). The following chart shows the top three smartphone platforms as of February 2011.

[f10k063012_10k012.jpg]

~~Patents,~~In ~~Trademarks~~2011, ~~Licenses,~~Nielsen ~~Franchises,~~predicted ~~Concessions,~~that ~~Royalty~~one ~~Agreements~~in ortwo ~~Labor~~Americans ~~Contracts~~will have a smartphone by Christmas(19).

~~We presently do not utilize patents, licenses, franchises, concessions, royalty agreements or labor contracts in connection with our business.~~10

~~Employees~~Location-based services

WeLocation-based ~~have~~services noprovide ~~employees,~~location-specific ~~other~~services ~~than~~to ~~Manfred~~users ~~Ruf,~~whose ~~our~~location ~~sole~~is ~~officer~~ascertained ~~and~~through ~~director.~~GPS Weor ~~believe~~wireless ~~that~~networks. These ~~until~~services ~~such~~have ~~time~~been ~~that~~called we“the ~~commence~~hottest ~~our~~segment ~~exploration~~of ~~program,~~social wemedia.” It’s ~~will~~easy ~~not~~to ~~have~~see ~~any~~why: ~~employees.~~the ~~Once~~market wefor ~~commence~~location-based ~~our~~services ~~exploration~~already ~~activities,~~stands weat ~~anticipate~~$2.9 ~~that~~billion, weand ~~will~~is ~~frequently~~expected ~~engage~~to ~~consultants~~rise to ~~assist~~$8.3 ~~the~~billion ~~Company~~by in2014, ~~completing~~according ~~projects~~to ~~and~~market ~~carrying~~research ~~out~~firm ~~the~~Gartner(20). ~~phases~~Market ofresearch ~~our~~firm ~~exploration~~ABI ~~program.~~is Weeven ~~believe~~more ~~that~~bullish on the ~~use~~sector: ofit ~~consultants~~predicts ~~will~~that belocation-based ~~instrumental~~services towill ~~keeping~~generate ~~our~~$14 ~~projects~~billion onin ~~a timeframe and on budget~~2014(21).

~~WHERE~~It ~~YOU~~is ~~CAN~~abundantly ~~GET~~clear ~~ADDITIONAL~~that ~~INFORMATION~~location-based services, while still in their infancy, have huge potential for consumers, businesses, and marketers. Facebook, Google, and Foursquare have all entered this market in recent years, in an effort to capitalize on this robust growth. Businessweek identifies location-based services as a “potential goldmine for advertisers,” and says that they could “radically transform how we communicate and stay connected with friends."(22) Fortune urges its readers to “expect rapid growth in this segment.” (23)

We file annual, quarterly and current reports, proxy statements and other information with the SEC. You may read and copy our reports or other filings made with the SEC at the SEC’s Public Reference Room, located at 100 F Street, N.E., Washington, DC 20549. You can obtain information on the operations of the Public Reference Room by calling the SEC at 1-800-SEC-0330. You can also access these reports and other filings electronically on the SEC’s web site, www.sec.gov.Coupons

~~Reports~~As a result of the recent recession, consumers have turned to ~~security~~coupons ~~holders~~for the first time in more than a decade in unmatched numbers. As illustrated in the chart below, consumer coupon redemption increased 27% between 2008 and 2009 alone(24).

[f10k063012_10k013.jpg]

WeDespite ~~are~~this ~~not~~uptick ~~currently~~in ~~required~~coupon usage, consumers tend to ~~deliver~~leave anmany ~~annual~~coupons ~~report~~unredeemed. While to$3.5 ~~our~~billion ~~security~~in ~~holders~~coupons ~~and~~were doredeemed ~~not~~in ~~expect~~2009, tomore dothan so$250 ~~for~~billion in coupons were left unspent. Because of the ~~foreseeable~~disparity ~~future~~in the cost of widely targeted coupon distribution versus consumer action, advertisers are starting to see the benefits of alternative coupon distribution. While only 1% of free-standing insert (FSI) coupons are redeemed, advertisers still pay 100% of the cost.

7Internet-based coupons, on the other hand, are printed only by those consumers who are interested in the products or services they have selected, and companies are charged on a pay-per-print basis. As a result, redemption rates are 15 times higher with Internet coupons than with traditional FSIs, and are cheaper for companies. There is also a reduced likelihood of fraudulent redemption practices. Though newspapers have an advantage over the Internet because of their distribution network (though according to Newspapers & Technology, the online coupon market is catching up, growing at an estimated 500% a year) (25), growing consumer access to the Internet through computers and mobile devices is fueling the growth of the coupon industry in unexpected ways. The same is true of deal sites. While no hard figures are available, anecdotally, business owners that have worked with Groupon say that about 50% of the deals are typically redeemed, which is much higher than standard redemption rates. Coupon trends, according to BrandCouponNetwork, include the following statistics: (26)

367 billion were printed in 2009

Only 3.3 billion redeemed (0.89%)

Average face value - $1.44

61% of online consumers visit CPG sites for coupons

36% of online consumers download coupons at least monthly

80% of online consumers redeemed some kind of coupon in the past three months

Online couponers make more money, shop more, and talk more about new products

Market Segmentation

“Fully 62% of online 25-34 year olds and 57% of 35-44 year-olds use online classified ads, compared with 49% of online 18-24 year olds and 48% of online 45-54 year olds,” according to Pew. The charts below break down online classified users by age and demographics⁽²⁷⁾.

[f10k063012_10k014.jpg]

[f10k063012_10k015.jpg]

Additionally, the Pew report states that, “College graduates and higher income-earners as well as urban and suburban Internet users are more likely than their counterparts to use online classified ads.” The report also noted the following facts:

Online adults living in households with incomes of $50,000 or more a year are significantly more likely than lower earners to visit and use classified ads sites. More than half (56%) of higher income Internet users use sites such as Craigslist, compared with 47% of those making $30,000-$49,999 and 42% of those making less than $30K per year.

College graduates are significantly more likely than online adults with no college education to use online classified ads. Fully 54% of online college graduates use classified ads sites, while 45% of online adults with a high school degree and 40% of online adults with no high school education use these types of website.

Urban and suburban residents are also significantly more likely than rural internet users to use online classified ads. Some 47% of both urban and suburban internet users visit sites like Craigslist, compared with 32% of rural internet users. Online rural adults are also much less likely to use these sites on a typical day: one in ten (10%) urban and suburban internet users use online classifieds, while just 4% of rural adults do so.

While women and men are equally likely to visit online classified ads sites, men (12%) are slightly more likely than women (7%) to use these sites on a typical day.”

Competitive Comparison

Zngle experiences direct competition from LinkedIn, CitySearch, Yelp, and YouTube. These competitors are discussed in detail below.

LinkedIn

www.LinkedIn.com

Linkedin.com is by far the dominant source of social media for business professionals. In 2012, they generated 2,610,193,664 page views. The site additionally generates more than 312,742,848 unique visitors each month.

[f10k063012_10k016.jpg]

CitySearch

www.citysearch.com

Citysearch provides reviews and guides for various industries in a certain geographic area. Profile pages for each business include a review, map and directions, contact information, and the option to upload images. CitySearch attracts approximately 5.8 million viewers in the United States each month⁽²⁸⁾.

[f10k063012_10k017.jpg]

Yelp

www.yelp.com

Much like CitySearch, Yelp provides access to industry listings by category and location as well as customer reviews. Each business receives a profile page, which can include directions, pictures, and a link to that business’s profile. The site does not favor video listings and does not encourage consumer-to-consumer classified sales. It received 16.5 million unique U.S. viewers in August 2012⁽²⁹⁾.

[f10k063012_10k018.jpg]

Marketing Strategy and Implementation Summary

“Taking Social Media to Living Media”

Combining the favorable elements of other social media sites into one streamlined platform, Zngle has created a brand that emphasizes simplicity above all else to connect businesses with prospective buyers online. As the new age of social media listings culminate in the Company’s vision, Zngle’s online and mobile platform redefines what’s possible on the Internet and allows for greater virtual interaction between users. To increase brand awareness and encourage adoption of its platform, the Company will implement its advertising strategy through avenues including print media, television advertising, public relations, and cross-marketing with other Internet video platforms.

With its guiding principles established, the Company plans to send a clear message about its mission and purpose to potential users, thereby building customer loyalty and recruiting potential members to its user community. The Company intends to achieve the following objectives:

Grow its base of users

Build the brand into a household name

Establish itself as a trusted resource for businesses and consumers

Attract enough business users in major metro markets before expanding nationwide

In order to reach these operational goals, the Company will build on its strengths and advantages, as outlined in the following section.

PLAN OF OPERATION

The Company will continue to generate interest in its online marketplace concept by utilizing a direct sales approach and a variety of advertising channels that will increase the Company’s exposure to industry businesses and consumers. Zngle will benefit from numerous techniques, ranging from traditional methods to online methods, peppered with supplemental techniques to complete its promotional campaign. Components of the Zngle marketing strategy include:

Online methods

Website: The Company will search engine optimize its website in order to draw traffic.

Viral marketing: Zngle will rely on online viral marketing to spread its message of convenience, simplicity, and value. Viral marketing efforts will include cross marketing with other websites and video platforms, YouTube videos, a presence on social networking sites, and regular postings on Twitter. According to Amy Webb, a Digital and Product Business Consultant to online media companies, “Through services such as Twitter and Facebook, anyone with a mobile phone or laptop can easily move beyond chit-chatting with a circle of friends to spreading information on a worldwide network of millions.”⁽³⁰⁾

Internet advertising: The Company will use a combination of Internet advertising, including Cost-per-Click, Google AdWords, Tags, and banner ads as appropriate. This multi-pronged effort will help generate interest in the Company from the online community and general public. Additionally, the Company will coordinate marketing efforts with websites such as Google and Craigslist.

CPA Networks: CPA networks are often called "super affiliates" who are themselves affiliates of merchants via the traditional affiliate networks, and recruit other affiliates to promote the merchant through them instead of directly via the merchants program at the traditional network. CPA networks take advantage of the ability to get higher commission rates due to their high volume, which they pass in part down to their affiliates. Average affiliates usually get paid a lower commission if they promote the merchant directly, because they are rarely able to generate the required volume to reach the higher payout tiers (source: wikipedia.org). The Company’s commitment building a superior member base to become a dominant force in the social media realm, relies on building a broad member base economically. For this reason, using CPA networks is a great way to manage marketing costs and strategically calculate growth. Zngle will use Http://www.monetise.co.uk and http://www.matomy.com for their CPA services.

PPI Network: The use of Pay per install ("PPI") is another way which Zngle will use to manage marketing costs through the ability it creates for Zngle to pay a fixed rate for installs. Zngle is developing a relationship with TapJoy to utilize their PPI services.

Traditional methods

Public relations: Today, businesses are spending more on public relations ("PR") than traditional advertising methods. Spending on PR increased 7.1% in 2008 and has been considered the fastest-growing discipline⁽³¹⁾. For this reason, the Company intends to build a strong public relations campaign via appropriate media outlets. Public relations efforts will include advertising, community support and approval, customer relations, print articles, press releases, and events.

Television advertising: The Company recognizes that television advertising is still an effective means of reaching a large target population. For this reason, as it grows the Company expects it will purchase advertising in the future on cable channels or area affiliates of major networks such as CBS, NBC, ABC, and Fox.

Supplementary methods

Word of mouth: The Company estimates its commitment to offering a superior online experience will generate a solid and positive reputation within the industry. We project Zngle’s users will recommend the Company’s services to their friends, family members, and professional peers. Consumers have reported that “a person like me” has become the most credible source of information about a company or a product – from 20% in 2003 to 68% today⁽³²⁾. Through this simple marketing tactic, Zngle hopes to become recognized as the industry’s online marketplace leader.

___________________________________________

References:

⁽¹⁾Pew Internet & American Life Project. “Internet, broadband, and cell phone statistics.” January 2010. Obtained at: http://www.pewinternet.org/Reports/2010/Internet-broadband-and-cell-phone-statistics.aspx.

⁽²⁾Schonfeld, Erick. “Forrester Forecast: Online Retail Sales Will Grow to $250 Billion by 2014” Forrester Research. Obtained at: http://techcrunch.com/2010/03/08/forrester-forecast-online-retail-sales-will-grow-to-250-billion-by-2014/.

⁽³⁾IBISWorld. Internet Publishing and Broadcasting in the U.S. Industry at a Glance. Obtained at:

http://www.ibisworld.com/industryus/ataglance.aspx?indid=1974 May 2011.

⁽⁴⁾Google Inc. 2011 Annual Report and IBISWorld.

⁽⁵⁾ Ibid.

⁽⁶⁾Li, Kenneth. “Media revenue to hit $2.2 trillion by 2012” Reuters. June 18, 2008. Obtained at: http://tinyurl.com/ydpl45c.

⁽⁷⁾Quantcast: “Internet View: 2009 Report.” January 2010. Obtained at: http://www.quantcast.com/info/mobile2009.

⁽⁸⁾Cisco: “Cisco Visual Networking Index: Global Mobile Data Traffic Forecast Update, 2009-2014.” February 2010. Obtained at: http://www.cisco.com/en/US/solutions/collateral/ns341/ns525/ns537/ns705/ns827/white_paper_c11-520862.html.

⁽⁹⁾“Gartner Says Consumers Will Spend $6.2 Billion in Mobile Application Stores in 2010.” January 2010. http://bit.ly/f90vL8.

⁽¹⁰⁾“Study: Mobile apps industry to hit $17.5B by 20112 with 50B in downloads.” Mobile Beat: March 2010. http://bit.ly/eka65w.

⁽¹¹⁾“Gartner Says Worldwide Mobile Device Sales to End Users Reached 1.6 Billion Units in 2010; Smartphone Sales Grew 72 Percent in 2010.” Gartner Research: February 9, 2011. http://bit.ly/fQ3jyv.

⁽¹²⁾iPhone Most Popular Handset in February. comScore. February 2011. http://selnd.com/gu5xOC.

⁽¹³⁾“Gartner Says Worldwide Mobile Phone Sales Grew 17 Per Cent in First Quarter 2010.” May 2010. http://bit.ly/gf5cxd.

⁽¹⁴⁾Smartphones & Devices Now Growing 3x as Fast as Babies Are Born. Read Write Web. March 2011. http://rww.to/fJkbEu.

⁽¹⁵⁾Perez, Sarah. “Analysts Predict 1 Billion+ Mobile Web Users by 2010.” Dec. 2009. http://rww.to/fquN8v.

⁽¹⁶⁾Smartphones & Devices Now Growing 3x as Fast as Babies Are Born. Read Write Web. March 2011. http://rww.to/fJkbEu.

⁽¹⁷⁾Google Android outsells Apple iPhone, ranked No.2 in U.S. smartphone sales by NPD. http://bit.ly/gMCGMB.

⁽¹⁸⁾iPhone Most Popular Handset in February. comScore. February 2011. http://selnd.com/gu5xOC.

⁽¹⁹⁾1 in 2 Americans will have a smartphone by Christmas 2011. http://bit.ly/dC1HuZ.

⁽²⁰⁾“Apple, Google Collect User Data.” The Wall Street Journal: April, 22, 2011. Obtained http://online.wsj.com/article/SB10001424052748703983704576277101723453610.html, May 2011.

⁽²¹⁾“Why Social Media Should Welcome Location-Based Services.” Businessweek: September 7, 2009. Obtained http://www.businessweek.com/technology/content/sep2009/tc20090927_138649.htm, May 2011.

⁽²²⁾ Ibid.

⁽²³⁾“Location: Don’t Buy All The Hype Yet.” Fortune, January 4 2011. Obtained at http://money.cnn.com/galleries/2011/technology/1101/gallery.location_services_hype.fortune/index.html, May 2011.

⁽²⁴⁾Inmar. Coupon Report 2010. http://bit.ly/c9eqpp.

⁽²⁵⁾Beliveau, Jeff. “Coupons will clip newspapers unless publishers move forcefully.” Newspapers & Technology. http://bit.ly/hqADnn.

⁽²⁶⁾BrandCouponNetwork. “The world of sales are rapidly evolving.” http://bcnllc.com/index.html.

⁽²⁷⁾Pew Internet & American Life Project. “Half of ‘Net Users Surf Classifieds; Craigslist Most Popular.” May 29, 2009. Obtained at: http://tinyurl.com/ykas3hu.

⁽²⁸⁾Quantcast.com, obtained at: www.quantcast.com/citysearch.com.

⁽²⁹⁾Quantcast.com; obtained at: http://www.quantcast.com/yelp.com.

⁽³⁰⁾Rose, Joseph and Rachel Bachman. Oregonlive.com. “Dave Chappelle’s Surprise Show Demonstrates Power of Social Networking.” July 15, 2009. Obtained at: http://tinyurl.com/mp6roy.

⁽³¹⁾Bloom, Jonah. “With PR on the Rise, Here’s a Refresher on the Basics.” May 11, 2009. Obtained at: http://adage.com/columns/article?article_id=136530.

⁽³²⁾Edelman Trust Barometer. Ecommercetimes.com. “Can Web 2.0 Help Retailers Win Price Wars?” Obtained at: http://www.ecommercetimes.com/story/56517.html.

Patents, Trademarks, Licenses, Franchises, Concessions, Royalty Agreements or Labor Contracts

We presently do not hold patents, franchises, concessions, or utilize labor contracts in connection with our business. Under our License Agreement with ThinkCorp AG, we have acquired a non-assignable License to utilize certain Software Properties, Technical Information and Trade Marks for a period of five hundred years with a worldwide territory. Caveats of the License Agreement include items wherein: ThinkCorp AG has not warranted that it has acquired patents for its software or registered its trademarks; nor that the License will be free from the potential of infringement by other parties. Under the License Agreement Royalty Payments of 5% of Net Sales are due to ThinkCorp AG.

WHERE YOU CAN GET ADDITIONAL INFORMATION

Reports to security holders

We are not currently required to deliver an annual report to our security holders and do not expect to do so for the foreseeable future.

ITEM 1A. RISK FACTORS

The following risk factors should be considered in connection with an evaluation of the business of our business:

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~~Related ~~With~~To ~~Mining~~Our Business and Industry

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

WeThe ~~have~~Company ~~been~~has ina ~~the~~limited ~~business~~operating history upon which an evaluation of ~~exploring~~the ~~mineral~~Company ~~resource~~and ~~properties~~its ~~since~~current ~~June~~business ~~24,~~and ~~2011~~its ~~(the~~prospects ~~date~~can be based, each of ~~acquisition~~which must be considered in light of the ~~Pilot~~risks, ~~Peak~~expenses ~~Property)~~ and weproblems ~~have~~frequently ~~not~~encountered ~~yet~~by ~~located~~all ~~any~~companies ~~mineral~~in ~~reserves.~~the Asearly astages ~~result~~of development, weand ~~have~~particularly ~~never~~by ~~had~~such ~~any~~companies ~~revenues~~entering ~~from~~new ~~our~~and ~~operations.~~rapidly Indeveloping markets ~~addition,~~such ~~our~~as ~~operating~~Social ~~history~~Media. ~~has~~Such ~~been~~risks ~~restricted~~include: towithout limitation, the ~~acquisition~~inability ~~and exploration~~ of ~~our~~the ~~mineral~~Company ~~properties~~to ~~and~~attract ~~this~~or ~~does~~retain ~~not~~users, ~~provide~~the ainability ~~meaningful~~of ~~basis~~the ~~for~~Company anto ~~evaluation~~generate ofsignificant ~~our~~advertising ~~prospects~~revenues ifor weother ~~ever~~service ~~determine~~revenues ~~that~~from weits ~~have~~corporate clients, a ~~mineral~~new ~~reserve~~ and ~~commence~~relatively ~~the~~unproven ~~construction~~business ~~and~~model, ~~operation~~the ofCompany's aability ~~mine.~~to Weanticipate ~~have~~and noadapt ~~way~~ to ~~evaluate~~a ~~the~~developing ~~likelihood~~market, any potential failure of ~~whether~~the ~~our~~Company's ~~mineral~~network ~~properties~~infrastructure ~~contain~~to ~~any~~efficiently ~~mineral~~handle ~~reserve~~user ortraffic, ifchanges ~~they~~in dolaws that weadversely ~~will~~affect bethe ~~able~~Company's tobusiness, ~~build~~the orability ~~operate~~of athe ~~mine~~Company ~~successfully.~~to Wemanage ~~anticipate~~effectively ~~that~~its werapidly ~~will~~expanding ~~continue~~operations, toincluding ~~incur~~the ~~operating~~amount and timing of capital expenditures and other costs ~~without~~relating ~~realizing~~to ~~any~~the ~~revenues~~expansion ~~during~~of the ~~period~~Company's ~~when~~operations, wethe introduction ~~are~~and ~~exploring~~development ~~our~~of ~~properties.~~different Weor ~~therefore~~more ~~expect~~extensive tomobile ~~continue~~phone toApp ~~incur~~features ~~significant~~by ~~losses~~direct ~~into~~and indirect competitors of the ~~foreseeable~~Company, ~~future.~~including Wethose ~~recognize~~with ~~that~~greater iffinancial, wetechnical ~~are~~and ~~unable~~marketing toresources, ~~generate~~the ~~significant~~inability ~~revenues~~of ~~from~~the ~~mining~~Company ~~operations~~to maintain and ~~any~~increase ~~dispositions~~levels of ~~our~~user ~~properties,~~traffic wethrough ~~will~~its ~~not~~App beand ~~able~~website, tothe ~~earn~~inability ~~profits~~of orthe ~~continue~~Company ~~operations.~~to Atattract, ~~this~~retain ~~early~~and ~~stage~~motivate ofqualified ~~our~~personnel ~~operation,~~and wegeneral ~~also~~economic ~~expect~~conditions. toTo ~~face~~address ~~the~~these risks, ~~uncertainties~~the Company must, ~~expenses~~among other things, attract and ~~difficulties~~retain ~~frequently~~users, ~~encountered~~retain byits ~~companies~~user atbase ~~the~~and ~~start~~attract upa ~~stage~~significant number of ~~their~~new ~~business~~advertising ~~development.~~customers, Werespond ~~cannot~~to becompetitive ~~sure~~developments, ~~that~~develop weand ~~will~~extend beits ~~successful~~brand, inattract, ~~addressing~~retain ~~these~~and ~~risks~~motivate ~~and~~qualified ~~uncertainties~~personnel and ~~our~~continue ~~failure~~ to dodevelop soand ~~could~~upgrade ~~have~~its atechnologies ~~materially~~and ~~adverse~~commercialize ~~effect~~its onservices ~~our~~incorporating ~~financial~~such ~~condition~~technologies. There iscan be no ~~history~~assurance ~~upon~~that ~~which~~the toCompany ~~base~~will ~~any~~be ~~assumption~~successful asin toaddressing ~~the~~such ~~likelihood~~risks, ~~that~~and weany ~~will~~failure ~~prove~~to ~~successful~~do ~~and~~so wecould ~~can~~have ~~provide~~a ~~investors~~material ~~with~~adverse noeffect ~~assurance~~on ~~that~~the weCompany's ~~will~~business, ~~generate~~results ~~any~~of ~~operating~~operations ~~revenues~~and orfinancial ~~ever achieve profitable operations~~condition.

~~Our~~We ~~activities~~have been in the business of developing a Social Media enterprise since May 8, 2012 (the date of acquisition of the Software License) and to date we have only launched beta versions of our Social Media platform. As a result, we have a limited operating history and have never had any revenues from our operations. In addition, our operating history has been restricted to our prior, now terminated, operations which primarily included the acquisition and exploration of our mineral properties and this does not provide a meaningful basis for an evaluation of the prospects for our new Social Media business venture. We have no way to evaluate the likelihood of whether we will succeed in developing a profitable Social Media platform or that we will be ~~subject~~able to ~~environmental~~effectively operate such an enterprise if our launch is successful. We anticipate that we will continue to incur operating costs without realizing any revenues during the period when we are developing our enterprise. 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 our Social Media platform that 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 ~~other~~difficulties ~~industry~~frequently ~~regulations~~encountered ~~which~~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 ana 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 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. 18

The ~~operations~~Company ofis ~~our~~exposed ~~company~~to ~~will~~substantial ~~include~~risk ~~exploration~~due ~~and~~to ~~development~~its ~~activities~~dependence ~~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~~key ofthird-party ~~the need to comply with applicable laws, regulations and permits~~relationship.

~~Failure~~The toCompany ~~comply~~is, ~~with~~and ~~applicable~~will ~~laws,~~continue ~~regulations~~to be, ~~and~~significantly ~~permitting~~dependent ~~requirements~~on ~~may~~ThinkCorp ~~result~~AG in("Licensor") ~~enforcement~~during ~~actions,~~the ~~including~~term ~~orders~~of ~~issued~~its byLicense ~~regulatory~~Agreement. orIf ~~judicial~~the ~~authorities~~Company ~~causing~~does ~~operations~~not tofulfill ~~cease~~its orpayment becommitments ~~curtailed~~to Licensor, ~~and~~which ~~may~~total ~~include~~$22 ~~corrective~~million ~~measures~~prior ~~requiring~~to ~~capital~~May ~~expenditures~~8, ~~installation~~2017, ofLicensor ~~additional~~may ~~equipment,~~cease orto ~~remedial~~provide ~~actions.~~the ~~Parties~~Zngle ~~engaged~~platform inand ~~mining~~the ~~operations~~Company's ~~may~~business bewould ~~required~~cease. toAdditionally, ~~compensate~~the ~~those~~Company ~~suffering~~faces ~~loss~~the orrisk ~~damage~~that byLicensor ~~reason~~will ofnot ~~the~~manage ~~mining~~its ~~activities~~own ~~and~~business ~~may~~in ~~have~~an ~~civil~~effective manner, or ~~criminal~~become ~~fines~~financial orinsolvent, ~~penalties~~either ~~imposed~~of ~~for~~which ~~violations~~would ofhave ~~applicable~~material ~~laws~~negative orimpacts ~~regulations~~on the operations and, inoutlook ~~particular,~~of ~~environmental~~the ~~laws~~Company.

10The Social Media industry is highly competitive and there is no assurance that we will be successful in executing our business strategy and we may be required to reduce or cease operations.

The ~~fact~~Social ~~that~~Media industry is a new and growing industry which is highly competitive. The market for users and mobile phone advertising is new and rapidly evolving, and competition for users and advertisers is intense and is expected to increase significantly. Barriers to entry are relatively insubstantial and the Company may face competitive pressures from many additional companies located around the world. We compete with other Social Media platforms for users and advertisers. In identifying and developing opportunities in the Social Media industry, we ~~have~~compete ~~not~~with ~~earned~~many ~~any~~companies ~~operating~~possessing ~~revenues~~substantially ~~since~~greater ~~our~~financial ~~incorporation~~resources, ~~raises~~staff ~~substantial~~and ~~doubt~~technical ~~about~~facilities. This competition could adversely affect our ability to ~~continue~~acquire tousers ~~explore~~and ~~our~~advertisers ~~mineral~~in ~~properties~~the asfuture aand ~~going~~there ~~concern~~can be no assurance that we will acquire sufficient users and advertisers to produce profitability.

WeThe ~~have~~Company ~~not~~believes ~~generated~~that ~~any~~the ~~revenue~~principal ~~from~~competitive ~~operations~~factors ~~since~~for ~~our~~companies ~~incorporation~~seeking ~~and~~to wecreate ~~anticipate~~Social ~~that~~Media weplatforms ~~will~~are ~~continue~~critical tomass, ~~incur~~App ~~operating~~functionality, ~~expenses~~brand recognition, ~~without~~user ~~revenues~~affinity ~~unless~~ and ~~until~~loyalty, webroad ~~are~~demographic ~~able~~focus toand ~~identify~~open aaccess ~~mineral~~for ~~resource~~users. inIn athe ~~commercially~~future, ~~exploitable~~mobile ~~quantity~~phone onApps ~~one~~may orbe ~~more~~developed ofor ~~our~~acquired ~~mineral~~by ~~properties~~companies ~~and~~currently weoperating ~~build~~other ~~and~~technology ~~operate~~or amedia ~~mine~~enterprises. AtThese ~~June~~are ~~30,~~expected ~~2011,~~to weinclude ~~had~~Facebook, ~~cash~~LinkedIn, ~~in the amount of $1~~CitySearch,~~325~~ and/or aYelp ~~net~~and ~~working~~could ~~capital~~also ~~deficiency~~include: ~~of $(70~~search engines,~~004).~~ Wenews ~~incurred~~content ~~a net loss of $(39~~sites,~~609)~~ ~~for~~commercial ~~the~~online ~~twelve~~service ~~month~~providers ~~period~~(such ~~ended~~as ~~June 30~~Amazon.com), ~~2011~~Internet ~~and~~service providers ~~a net loss of $~~(~~46,409~~"ISPs") ~~since~~and ~~inception~~other ~~on June 23~~entities, ~~2010.~~certain Weof which may have tomore ~~raise~~resources ~~additional~~than ~~funds to meet our currently budgeted operating requirements for~~ the ~~next 12 months~~Company. As wethe ~~cannot~~Company ~~assure~~competes afor ~~lender~~users ~~that~~and weadvertisers ~~will~~with beother ~~able~~content toproviders ~~successfully explore~~ and ~~develop~~with ~~our~~millions ~~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~~websites ~~securities~~operated ~~and~~by ~~shareholder loans~~companies, ~~but~~government ~~there~~and ~~can~~educational ~~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~~institutions, ~~we may be forced to delay~~individuals, ~~scale~~and ~~back~~others, orif ~~eliminate~~it ~~our~~does ~~exploration~~not ~~activities.~~create Ifproducts ~~any~~and ofservices ~~these~~which ~~were~~effectively tocompete ~~occur,~~for ~~there~~user isattention ait ~~substantial~~will ~~risk~~not ~~that our business would fail~~succeed.

~~These~~The ~~circumstances~~Company ~~have~~believes ~~lead~~that ~~our~~the ~~independent~~principal ~~registered~~competitive ~~public~~factors ~~accounting firm,~~ in ~~their~~attracting ~~report~~advertisers ~~included~~include: inthe ~~this~~amount ~~Form~~of ~~10-K,~~traffic to ~~comment~~the ~~about~~Zngle ~~our~~App, ~~company’s~~brand ~~ability~~recognition, toeffective ~~continue~~delivery asof acoupons, ~~going~~high ~~concern.~~quality ~~Management~~customer ~~has~~service ~~plans~~ to ~~seek~~advertisers, ~~additional~~the ~~capital~~demographics ~~through private placements and/or public offerings~~ of ~~its~~the ~~capital~~Company's ~~stock~~users, ~~and~~the ~~debt offerings. These conditions raise substantial doubt about our company’~~Company's ability to ~~continue~~offer astargeted audiences aand ~~going~~the ~~concern.~~overall ~~Although~~cost ~~there~~effectiveness ~~are~~of nothe ~~assurances~~advertising ~~that~~medium ~~management’s~~offered ~~plans~~by ~~will~~the beCompany. ~~realized,~~The ~~management~~Company believes that ~~our~~the ~~company~~number ~~will~~of bemobile ~~able~~phone toApp ~~continue~~providers ~~operations~~relying inon ~~the~~phone ~~future.~~based ~~Our~~advertising revenue, ~~consolidated~~as ~~financial~~well ~~statements~~as dothe ~~not~~number ~~include~~of ~~any~~advertisers ~~adjustments~~and ~~relating to~~ the ~~recoverability~~number ~~and~~of ~~potential~~users, ~~classification~~will ofincrease ~~recorded~~substantially ~~assets,~~in or the ~~amounts~~future. ofAccordingly, ~~and~~the ~~classification~~Company ofwill ~~liabilities~~likely ~~that~~face ~~might~~increased competition, beresulting ~~necessary~~ in ~~the~~increased ~~event~~pricing ~~our~~pressures ~~company~~on ~~cannot~~its ~~continue~~advertising rates, inwhich ~~existence.~~could Wehave ~~continue~~a tomaterial ~~experience~~adverse ~~net~~effect ~~operating~~on ~~losses~~the Company's revenues.

WeMany ~~currently~~of ~~rely~~the onCompany's ~~certain~~existing ~~key~~and ~~individuals~~potential competitors, including Facebook, LinkedIn, CitySearch, Yelp, and YouTube have longer operating histories in the ~~loss~~Social ofMedia ~~one~~industry, ofgreater ~~these~~name ~~key~~recognition, ~~individuals~~larger ~~could~~user bases and significantly greater financial, technical and marketing resources than the Company. Such competitors may be able to undertake more extensive marketing campaigns for their brands and services, adopt more aggressive advertising pricing policies and make more attractive offers to advertisers, potential employees, distribution partners, e-commerce companies, and third-party content providers. Furthermore, the Company's existing and potential competitors may develop mobile phone Apps that are equal or superior in quality to, or that achieve greater market acceptance than, Zngle. There can be no assurance that the Company will be able to compete successfully against its current, or future, competitors or, that competition will not have ana material adverse effect on the Company's business, results of operations and financial condition.

~~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~~fact ofthat ~~the~~we ~~service of members of management and our board could~~ have anot ~~material~~earned ~~adverse~~any ~~effect~~operating onrevenues ~~our~~since ~~company. In particular, the success of~~ our ~~company~~incorporation israises ~~highly~~substantial ~~dependent~~doubt ~~upon~~about ~~the efforts of~~ our ~~President~~ability &to ~~CEO,~~continue ~~the~~as ~~loss of whose services would have~~ a ~~material~~going ~~adverse effect on the success and development of our company~~concern. ~~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~~have ~~substantial~~not ~~funds~~generated ~~merely~~any revenue from operations since our incorporation and we anticipate that we will continue to ~~determine~~incur ~~whether~~operating ~~commercial~~expenses ~~precious~~without ~~metal~~revenues ~~deposits~~unless ~~exist~~and until we are able to monetize our Social Media platform and build our operations into in a commercially viable enterprise. At June 30, 2012, we had cash in the amount of $91,233 and a net working capital deficiency of $(46,278). We incurred a net loss of $(582,904) for the twelve month period ended June 30, 2012 and a net loss of $(629,313) 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 and shareholder 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 developing our Social Media platform, we may be forced to delay, scale back, or eliminate our development activities. If any of these were to occur, there is a substantial risk that our business would fail.

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:19

·These circumstances have lead our current and former independent registered public accounting firms, in their reports 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.

~~Costs~~We ofare ~~bringing~~exposed ~~each~~to ~~property~~substantial ~~into~~risk ~~production,~~due ~~including~~to ~~exploration~~the ~~work,~~terms ~~preparation~~ of ~~production~~demand ~~feasibility~~notes ~~studies,~~owed ~~and~~to ~~construction~~a ofthird ~~production facilities;~~party.

·We have a substantial debt owing to a third party corporation who under the terms of these notes payable may call any, or all, of the notes owing on 10 days notice. Such event(s) could have a material negative effect on our cash-flow and operational plans.

~~Availability~~Because we have an unproven business model and ~~costs~~operate in a developing market where there is unproven acceptance of ~~financing;~~the company's services this raises substantial doubt about our ability to succeed.

·The Company's business model is new and relatively unproven. The model depends upon the Company's ability to generate multiple revenue streams by leveraging the user base of its mobile phone App. To be successful, the Company must, among other things, develop and market products and services that achieve broad market acceptance by its users, advertisers and other potential clients. There can be no assurance that any such enterprise, will achieve broad market acceptance. Accordingly, no assurance can be given that the Company's business model will be successful or that it can sustain revenue growth or be profitable.

~~Ongoing~~The ~~costs~~market for the Company's products and services is new, rapidly developing and characterized by an increasing number of ~~production;~~market entrants. As is typical of any new and rapidly evolving market, demand and market acceptance for recently introduced products and services are subject to a high level of uncertainty and risk. Moreover, because this market is new and rapidly evolving, it is difficult to predict its future growth rate, if any, and its ultimate size. If the market fails to develop, develops more slowly than expected or becomes saturated with competitors, or if the Company's products and services do not achieve or sustain market acceptance, the Company's business, results of operations and financial condition would be materially and adversely affected.

·Brand identity is critical to the Company and there are substantial risks associated with brand development.

~~Market~~The ~~prices~~Company ~~for~~believes that establishing and maintaining brand identity is a critical aspect of efforts to attract and expand its user base, mobile phone Internet traffic and advertising and commerce relationships. Furthermore, the ~~precious~~Company ~~metals~~believes that the importance of brand recognition will increase as low barriers to entry encourage the proliferation of Social Media Apps and websites. In order to attract and retain users, advertisers and other clients, and in response to competitive pressures, the Company intends to increase its financial commitment to the creation and maintenance of brand loyalty among these groups. The Company plans to accomplish this, although not exclusively, through advertising campaigns in several forms of media, including online media, print, television, and other marketing and promotional efforts. If the Company does not generate a corresponding increase in revenue as a result of its branding efforts or otherwise fails to promote its brand successfully, or if the Company incurs excessive expenses in an attempt to promote and maintain its brand, the Company's business, results of operations and financial condition would be ~~produced;~~materially and adversely affected.

·Promotion and enhancement of the Zngle brand will also depend, in part, on the Company's success in providing a high-quality App experience. Such success cannot be assured. If users, advertisers and commerce vendors do not perceive the Zngle App experience to be of high quality, or if the Company introduces new services or enters into new business ventures that are not favorably received by such parties, the value of the Company's brand could be diluted. Such brand dilution could decrease the attractiveness of Zngle to such parties, and could materially and adversely affect the Company's business, results of operations and financial condition.

~~Environmental~~The ~~compliance~~Company's ~~regulations~~business ~~and~~model ~~restraints;~~has significant reliance on advertising revenues and the short-term nature of advertising contracts increase risks to the Company's revenue stream.

·The Company expects to derive a significant portion of its revenues from the sale of advertisements on its App, and expects to continue to do so for the foreseeable future. The Company's business model therefore is highly dependent on the amount of user traffic to the App, which has a direct effect on the Company's advertising revenues. The Company is in the early stages of implementing its advertising sales programs which, if not successful, could materially and adversely affect the Company's business, results of operations and financial condition.

~~Political climate and/or governmental regulation and control.~~ 20

Many of the Company's potential advertising customers may have limited experience with mobile phone based App advertising and may not yet have not devoted a significant portion of their advertising expenditures to mobile phone based App advertising and may not believe that mobile phone based App advertising to be effective relative to traditional advertising media. There can be no assurance that the Company's will be successful in recruiting sufficient advertisers and, due to the short term nature of advertising contracts, whether these advertisers can be retained. If advertisers cannot be recruited and retainer, this could have a material adverse effect on the Company's business, results of operations and financial condition.

The Company will need to effectively manage its advertising and coupon delivery business or there could be a significant negative impact on revenue.

The process of managing advertising within the projected large, high-traffic mobile phone App/website enterprise which the Company is seeking to develop, is an increasingly important and complex task. If the Company does not manage this task in an efficient and appropriate manner, its financial performance may be impaired. Also to the extent that the Company encounters system failures or material difficulties in the operation of its systems, the Company could be unable to deliver banner advertisements and coupons through its site. Any extended failure of, or material difficulties encountered in connection with, the Company's advertising management system may expose the Company to "make good" obligations with its advertisers, which, by displacing saleable advertising inventory, among other consequences, would reduce revenues and could have a material adverse effect on the Company's business, results of operations and financial condition.

The Company's ability to generate significant advertising revenues will depend, in part, on its ability to create new advertising programs without diluting the perceived value of its existing programs. The Company's ability to generate advertising revenues will depend also, in part, on: advertisers' desire to reach the specific user base created by Zngle; the development by the Company of a sufficiently large base of users; the effective development of App content that provides user demographic characteristics that will be attractive to advertisers, and government regulation. The adoption of mobile phone based App advertising, particularly by those advertisers that have historically relied upon traditional advertising media, requires the acceptance of a new way of conducting business and exchanging information. There can be no assurance that the market for mobile phone based App advertising will continue to emerge or become sustainable. If the market develops more slowly than expected, the Company's business, results of operations and financial condition could be materially and adversely affected.

There is intense competition for advertisers and the failure to recruit advertisers is a significant risk.

The sale of Internet and mobile phone based App advertising is subject to intense competition that has resulted in a wide variety of pricing models, rate quotes and advertising services. This makes it difficult to project future levels of advertising revenues and rates. It is also difficult to predict which pricing models will achieve broad acceptance among advertisers. Any failure of the Company's advertising model to achieve broad market acceptance, would have a material adverse effect on the Company's business, results of operations and financial condition.

The mobile phone App industry is characterized by rapid technological change, which poses potential risks to the Company.

The market for mobile phone App products and services is characterized by rapid technological developments, evolving industry standards and customer demands, and frequent new product introductions and enhancements. These market characteristics are exacerbated by the emerging nature of the market and the fact that many companies are expected to introduce new mobile phone App products and services in the near future. The Company's future success will depend in significant part on its ability to continually improve the performance, features and reliability of its mobile phone App in response to both evolving demands of the marketplace and competitive product and service offerings, and there can be no assurance that the Company will be successful in doing so, which could adversely affect the Company's business, results of operations and financial condition.

The Company must appropriately manage growth or it will not be successful.

The Company's planned growth is expected to place a significant strain on its managerial, operational and financial resources. To manage its potential growth, the Company must continue to implement and improve its sales, operational and financial systems and must expand, train and manage an employee base which is expected to grow rapidly. The Company's President does not have prior experience in the operation of a Social Media enterprise and the Company has yet to fill several key senior management posts. There can be no assurance that the Company will be able to effectively manage an expansion of its operations, that the Company's systems, procedures or controls will be adequate to support the Company's operations, or that Company management will be able to achieve the rapid execution necessary to fully exploit the market opportunity for the Company's products and services. Any inability to manage growth effectively could have a material adverse effect on the Company's business, results of operations and financial condition.

To remain competitive the Company needs to continuously enhance and develop the Zngle App.

To remain competitive, the Company must continue to enhance and improve the responsiveness, functionality and features of Zngle and develop new products and services. There is the potential risk that enhancements of, or improvements to, Zngle may contain undetected programming errors that require significant design modifications, resulting in a loss of customer confidence and user support and a decrease in the value of the Company's brand name recognition.

The Company plans to develop and introduce new features and functions, such as increased capabilities for user personalization and interactivity. This will require the development or licensing of increasingly complex technologies. There can be no assurance that the Company will be successful in developing or introducing such features and functions or that such features and functions will achieve market acceptance or enhance the Company's brand name recognition. Any failure of the Company to effectively develop and introduce new features and functions, or the failure of such new features and functions to achieve market acceptance, could have a material adverse effect on the Company's business, results of operations and financial condition.

If mobile phone service providers began offering "Filter" software to their subscribers, this could have a material negative impact on the Company's advertising sales.

"Filter" software programs that limit or remove advertising from an Internet user's desktop are available to consumers. If such programs targeted at mobile phone based Apps began to be offered by mobile phone providers and became widespread in use, this could have a material adverse effect upon the viability of advertising on the Zngle App and the Company's business, results of operations and financial condition could suffer.

The Company's operations are subject to the risks of capacity constraints and systems failures.

A key element of the Company's strategy is to generate a high volume of user traffic. The Company's ability to attract advertisers and to achieve market acceptance of its products and services, and its reputation, depend significantly upon the performance of the Company and its network infrastructure (including servers, hardware and software). Any system failure that causes interruption or slower response time of the Company's products and services could result in less traffic for the Zngle App and, if sustained or repeated, could reduce the attractiveness of the Company's products and services to advertisers and users. A large increase in the volume of user traffic could strain the capacity of the Company's technical infrastructure, which could lead to slower response time or system failures, and could adversely affect the delivery of ad impressions for advertisers and thus negatively impact the Company's advertising revenues.

In addition, as the number of users of Zngle increase, there can be no assurance that the Company and its technical infrastructure will be able to grow accordingly, and the Company faces risks related to its ability to scale up to its expected user levels while maintaining superior performance. Any failure of the Company's servers and networking systems to handle current or higher volumes of traffic would have a material adverse effect on the Company's business, results of operations and financial condition.

The Company faces risks related to third party services and uncontrollable events.

The Company is dependent upon third parties, such as cell phone companies, to provide potential users with online services necessary for access to Zngle. Any disruption in phone and/or Internet access provided by third parties could have a material adverse effect on the Company's business, results of operations and financial condition.

The Company's operations are also dependent in part upon its ability to protect its operating systems against damage from human error, fire, floods, power loss, telecommunications failures, break-ins and similar events. The Company does not presently have redundant, multiple-site capacity in the event of any such occurrence. The Company's servers are also vulnerable to computer viruses, break-ins and similar disruptions from unauthorized tampering with the Company's computer systems. The occurrence of any of these events could result in the interruption, delay or cessation of service, which could have a material adverse effect on the Company's business, results of operations and financial condition. In addition, the Company's reputation and the Zngle brand could be materially and adversely affected.

The Company's infrastructure, products and services, and confidential user information face security risks.

Malicious programmers ("hackers") may attempt to penetrate the Company's network security. The Company expects that such attempts could result in hackers misappropriating proprietary Company or user information or cause interruptions in the Company's products and services and the Company may be required to expend significant capital and resources to protect against or to alleviate problems caused by such parties. Additionally, the Company may not have timely remedies against a hacker attacks which penetrate its network security. Such purposeful security breaches could have a material adverse effect on the Company's business, results of operations and financial condition.

In offering certain payment services for some products and services, the Company could also become increasingly reliant on encryption and authentication technology licensed from third parties to provide the security and authentication necessary to effect secure transmission of confidential information, such as customer credit card numbers. Advances in computer capabilities, discoveries in the field of cryptography and other discoveries, events, or developments could lead to a compromise or breach of the algorithms that the Company's licensed encryption and authentication technology used to protect such confidential information. If such a compromise or breach of the Company's licensed encryption authentication technology occurs, it could have a material adverse effect on the Company's business, results of operations and financial condition. The Company may also be required to expend significant capital and resources and engage the services of third parties to protect against the threat of such security, encryption and authentication technology breaches or to alleviate problems caused by such breaches. Concerns over the security of mobile phone Internet transactions and the privacy of users may also inhibit the growth of the mobile phones as a means of conducting commercial transactions.

The Company faces risk due to its reliance on intellectual property which may be copied or stolen.

The Company regards substantial elements of its mobile phone App and underlying technology as proprietary and hopes to protect them by relying on intellectual property laws, including trademark, service mark, copyright and trade secret laws and restrictions on disclosure and transferring title and other methods. The Company also plans to enter into confidentiality agreements with its employees and consultants and in connection with its technology and generally seeks to control access to and distribution of its technology, documentation and other proprietary information. Despite these precautions, it may be possible for a third party to copy or otherwise obtain and use the Company's proprietary information without authorization or to develop similar technology independently. Legal standards relating to the validity, enforceability and scope of protection of certain proprietary rights in mobile phone Internet-related businesses are uncertain and still evolving, and no assurance can be given as to the future viability or value of any of the Company's proprietary rights. There can be no assurance that the steps taken by the Company, or Licensor, will prevent misappropriation or infringement of its proprietary information, which could have a material adverse effect on the Company's business, results of operations and financial condition.

Litigation may be necessary in the future to enforce the Company's intellectual property rights, to protect the Company's trade secrets or to determine the validity and scope of the proprietary rights of others. Such litigation might result in substantial costs and diversion of resources and management attention. Furthermore, there can be no assurance that the Company's business activities will not infringe upon the proprietary rights of others, or that other parties will not assert infringement claims against the Company, including claims that by directly or indirectly providing hyperlink text links to Web sites operated by third parties. Moreover, from time to time, the Company may be subject to claims of alleged infringement by the Company of the trademarks, service marks and other intellectual property rights of third parties. Such claims and any resultant litigation, should it occur, might subject the Company to significant liability for damages, might result in invalidation of the Company's proprietary rights and, even if not meritorious, could result in substantial costs and diversion of resources and management attention and could have a material adverse effect on the Company's business, results of operations and financial condition.

The Company currently licenses from third parties certain technologies incorporated into Zngle. As the Company continues to introduce new services that incorporate new technologies, it may be required to license additional technology from others. There can be no assurance that these third-party technology licenses will continue to be available to the Company on commercially reasonable terms, if at all. Additionally, there can be no assurance that the third party from which the Company currently licenses its technology will be able to defend their proprietary rights successfully against claims of infringement. As a result, any inability of the Company to obtain any of these technology licenses could result in delays or reductions in the introduction of new services or could adversely affect the performance of its existing services until equivalent technology can be identified, licensed and integrated.

Government regulation, taxes and legal uncertainties associated with the Internet present risks to the Company.

A number of legislative and regulatory proposals under consideration by federal, state, provincial, local and foreign governmental organizations may lead to laws or regulations concerning various aspects of the Internet, including, but not limited to, online content, user privacy, taxation, access charges, liability for third-party activities and jurisdiction. Additionally, it is uncertain as to how existing laws will be applied by the judiciary to the Internet. The adoption of new laws or the application of existing laws may negatively impact demand for the Company's services, increase the Company's cost of doing business or otherwise have a material adverse effect on the Company's business, results of operations and financial condition.

There can be no assurance that the United States, or foreign nations will not enact legislation or seek to enforce existing laws prohibiting or restricting certain content from the Internet. Prohibition and restriction of Internet content could expose the Company to liability, and/or require substantial modification of Zngle and thereby have a material adverse effect on the Company's business, results of operations and financial condition.

Internet user privacy has become an issue both in the United States and worldwide. The Company cannot predict the exact form of the regulations that the Federal Trade Commission ('FTC') may adopt. There can be no assurance that the United States, or foreign nations will not adopt additional legislation purporting to protect such privacy. Any such action could affect the way in which the Company is allowed to conduct its business, especially those aspects that involve the collection or use of personal information, and could have a material adverse effect on the Company's business, results of operations and financial condition.

The tax treatment of the Internet and e-commerce is currently unsettled. A number of proposals have been made at the federal, state and local level and by certain foreign governments that could impose taxes on the sale of goods and services and certain other Internet activities. There can be no assurance that future laws will not impose taxes or other regulations on commerce over mobile phones and/or the Internet, which could substantially impair the growth of e-commerce and as a result have a material adverse effect on the Company's business, results of operations and financial condition.

The Company faces risks associated with potential liability for information retrieved from, or transmitted over the Internet, and regarding liability for products sold over the Internet.

Because materials may be downloaded from mobile phone Internet services operated or facilitated by the Company, or by the companies with which the Company has relationships, and such materials may be subsequently distributed to others, there is a potential that claims will be made against the Company for defamation, negligence, copyright or trademark infringement or other theories based on the nature and content of such materials. Such claims have been brought against online services in the past and such claims could be material in the future. The Company could also be exposed to liability with respect to third-party information that may be accessible through the Company's phone App or website, or through content and materials that may be posted by users. Such claims might include, among others, that, by directly or indirectly providing hyperlink text links to Web sites operated by third parties or by providing discussion forums for users, the Company is liable for copyright or trademark infringement or other wrongful actions by such third parties through such websites. It is also possible that, if any third-party content information provided on the Company's App contains errors, third parties could make claims against the Company for losses incurred in reliance on such information.

The Company may also be exposed to potential legal risks, such as liabilities or claims resulting from users receiving unsolicited e-mail ("spamming"), or from lost or misdirected messages, illegal, or fraudulent use of its App or interruptions or delays occurring with information transmitted between users via its App.

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 substantial degree upon certain a key member of our management. This individual is a significant factor in the our growth and success. The loss of the service of this sole officer and director could have a material adverse effect on 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.

Risks Associated with Our Common Stock

Trading on the ~~OTC~~OTCQB ~~Bulletin~~over-the-counter ~~Board~~market 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~~OTCQB over-~~The~~the-~~Counter~~counter ~~Bulletin Board service of the Financial Industry Regulatory Authority~~market. Trading in stock quoted on the ~~Over-The-Counter~~OTCQB ~~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~~OTCQB ~~Bulletin Board~~ is not a stock exchange, and trading of securities on the ~~Over-The-Counter~~OTCQB ~~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.

1124

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~~FINRA ~~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.

Control by management creates potential risks for minority shareholders.

In the aggregate, ownership of, and by, Company management of 73.4% of the Company's issued and outstanding shares of common stock provide management with effective control of the corporation. Such control, eliminates the possibility for minority shareholders to vote in a new board of directors and management.

Future possible issuances of additional shares may dilute current shareholder's ownership percentages in the Company.

The Company's Articles of Incorporation, authorizes the issuance of additional shares of common stock. No information is currently available and no prediction can be made as to the timing or amount of future sales of such shares or the effect, if any, that future sales of shares, or the availability of shares for future sale, will have on the market price of the Company's common stock prevailing from time to time. Sales of substantial amounts of common stock, or the perception that such sales could occur, could materially adversely affect prevailing market prices for our shares and the ability of the Company to raise equity capital in the future.

Risks Related To Other Factors

There is the potential of negative impact on the Company due to general economic conditions.

Purchases of new mobile phones and computers are typically discretionary decisions for consumers and may be particularly affected by adverse trends in the general economy. The success of the Company's operations depends to a significant extent upon a number of factors relating to discretionary consumer spending, including economic conditions (and perceptions of such conditions by consumers) affecting disposable consumer income such as employment, wages and salaries, business conditions, interest rates, availability of credit and taxation, for the economy as a whole and in regional and local markets where the Company expects to operate. There can be no assurance that consumer spending will not be adversely affected by general economic conditions, which could negatively impact the Company's results of operations or financial condition. Any significant deterioration in general economic conditions or increases in interest rates may inhibit consumers' purchases of new mobile phones and cause a material adverse effect on the Company's revenues and profitability. In addition, the Company's business strategy relies on advertising by and agreements with coupon providers. Any significant deterioration in general economic conditions that adversely affected these companies could also have a material adverse effect on the Company's business, results of operations and financial condition.

ITEM 1B. UNRESOLVED STAFF COMMENTS

None.

ITEM 2. PROPERTIES

Our principal executive office is located at 2850 W. Horizon Ridge Parkway, Suite 200, Henderson, Nevada, USA 89052, which we rent for $199 per month on a month to month basis. This is currently sufficient to meet our needs, however, once we expand our business to a significant degree, we will have to find larger office facilities. We do not currently own any real estate.

~~Pilot~~License ~~Peak Property~~Agreement

On ~~June~~May 248, ~~2011,~~2012 (the "Effective Date") the Company entered into ana ~~Option~~software toproperty, ~~Purchase~~technical ~~Pilot~~information ~~Peak~~and ~~Property~~trademark license agreement (the ~~“Option~~"License Agreement") with ~~two~~ThinkCorp ~~individuals (together~~AG, (the ~~“Optionor”~~"Licensor"),. ~~pursuant~~Under tothe ~~which~~License Agreement, the Company acquired ~~the~~software ~~exclusive~~properties ~~option~~and ~~(the~~software ~~“Option”)~~property applications to ~~purchase~~ a ~~100%~~Internet ~~interest~~Social inMedia ~~Optionor’s~~technology ~~rights~~business toconcept ~~certain~~called ~~lode mining claims, consisting of approximately 2,600 acres, situated in San Bernardino County, California (the~~ “~~Pilot Peak Property~~Zngle”).

ToThe ~~fully~~License ~~exercise~~Agreement provides the ~~Option~~Company ~~and~~with ~~receive~~the anrights ~~undivided~~to ~~100%~~technical ~~right,~~information ~~title~~including ~~and~~all ~~interest~~unpublished inresearch and todevelopment information, the ~~Pilot~~formulation ~~Peak~~of ~~Property~~proprietary products, ~~the~~method, ~~Company~~software ~~must:~~inventions, ~~(1)~~know-how, ~~pay~~trade ansecrets, ~~aggregate~~and ~~sum~~technical ofdata ~~$910,000~~that are needed to ~~Optionor~~support (the ~~“Cash~~Zngle ~~Payments”);~~business ~~(2)~~concept, ~~incur~~including ana ~~aggregate~~worldwide ofexclusive atlicense ~~least~~to ~~$950,000~~the of“Zngle” ~~expenditures~~trademark onand orall ~~with~~of ~~respect~~its tolikenesses ~~the~~and ~~Pilot~~to ~~Peak~~certain ~~Property~~software, ~~(the~~source ~~“Expenditures”);~~code, ~~and~~technical ~~(3)~~information, ~~issue~~trademarks, toand ~~Optionor~~domain annames ~~aggregate~~which ofwere ~~ten~~developed ~~million~~and/or ~~five~~owned ~~hundred~~by ~~thousand~~ThinkCorp AG (~~10,500,000~~the "License"). ~~restricted~~The ~~shares~~term of ~~common~~the ~~stock~~License, ofto the ~~Company~~extent (of the ~~“Stock~~worldwide ~~Issuances”). The~~Licensed ~~Cash Payments~~Territory, ~~Expenditures~~is ~~and~~500 ~~Stock~~years ~~Issuances~~beginning ~~are~~from ~~herein~~the ~~collectively~~Effective ~~referred~~Date. toIn asexchange for the ~~“Option~~License, ~~Price”~~the ~~and~~Company ~~shall~~has beagreed ~~paid~~to asmake ~~follows~~the following scheduled payments to Licensor:


Payment Due Date	Amount
May 8, 2013	$2,000,000
May 8, 2014	$3,000,000
May 8, 2015	$5,000,000
May 8, 2016	$5,000,000
May 8, 2017	$7,000,000
TOTAL	$22,000,000

~~Cash~~Additionally, ~~Payments: The~~the Company ~~shall~~has also agreed to pay ~~the~~ThinkCorp ~~Cash~~AG ~~Payments~~a tofive ~~Optionor~~percent in(5%) royalty on all net sales derived from the ~~following~~use ~~amounts~~of the software properties, technical information and bytrademarks within the ~~dates~~agreed ~~described below:~~territory.

iThe License Agreement is cancellable on 60 days notice by either party without any penalties, with the provision that all pro-rata royalties up to and including cancellation date would be paid to Licensor.

On June 5, 2012, the Company paid $33350,000 ~~prior~~ to orthe ~~upon~~Licensor ~~execution~~as an installment toward its first payment commitment of $2,000,000 due May 8, 2013. At June 30, 2012, the ~~Option~~Company ~~Agreement~~did (an assessment of whether this payment would meet the ~~“Execution~~characteristics ~~Date”)~~required ~~(such~~to ~~payments~~record ~~which~~it ~~have~~as ~~been~~an ~~made);~~asset at year-end and determined that an impairment charge of $350,000 should be reflected as of June 30, 2012.

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

xii.

$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.

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.

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.

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:

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.

ITEM 3. LEGAL PROCEEDINGS

We know of no material, existing or pending legal proceedings against our company, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which our director, officer or any affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to our interest.

ITEM 4. ~~[REMOVED~~MINE ~~AND~~SAFETY ~~RESERVED]~~DISCLOSURES

~~PART II~~None

~~ITEM 5. MARKET FOR THE COMPANY’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES~~26

~~Common~~PART ~~Stock~~ II

~~Our~~ITEM ~~common stock is currently quoted on the OTC Bulletin Board. Our common stock has been quoted on the OTC Bulletin Board since April 15, 2011 under the symbol “HTPC.OB.” On August~~ 5~~, 2011, our symbol was changed to “RARS~~.OB” to reflect the Company’s name change. Because we are quoted on the OTC Bulletin Board, our securities may be less liquid, receive less coverage by security analysts and news media, and generate lower prices than might otherwise be obtained if they were listed on a national securities exchange.

~~The~~MARKET ~~following~~FOR ~~table~~THE ~~sets~~COMPANY’S ~~forth~~COMMON ~~the high and low bid prices for our Common Stock per quarter as reported by the OTCBB since we began trading April 15~~EQUITY, ~~2011~~RELATED ~~based~~STOCKHOLDER onMATTERS ~~our~~AND ~~fiscal~~ISSUER ~~year~~PURCHASES ~~end~~OF ofEQUITY ~~June 30, 2011. These prices represent quotations between dealers without adjustment for retail mark-up, markdown or commission and may not represent actual transactions.~~ SECURITIES

	First Quarter (July 1, 2010 – Sept 30, 2010)	Second Quarter (Oct 1, 2010 – Dec 31, 2010)	Third Quarter (Jan 1, 2011 – March 31, 2011)	Fourth Quarter (April 1, 2011 – June 30, 2011)
High	---	---	---	---
Low	---	---	---	---
Close	---	---	---	---

Market Information

~~Shareholders~~Our ofcommon ~~Record~~stock is quoted on the OTCQB over the counter market ('OTCQB') under the symbol: 'RARS'. We were previously also listed on the Over-The-Counter Bulletin Board ("OTC-BB"), but such listing ceased on April 23, 2012. Because we are quoted on the OTCQB, our securities may be less liquid, receive less coverage by security analysts and news media, and generate lower prices than might otherwise be obtained if they were listed on a national securities exchange.

AsThe offollowing ~~September~~table ~~27,~~sets ~~2011,~~forth anthe ~~aggregate~~high ofand ~~434,750,000~~low ~~shares~~bid ~~(post~~prices ~~50-~~for-1 ~~forward~~our ~~split)~~Common ofStock ~~our~~per ~~common~~quarter ~~stock~~as ~~were~~reported ~~issued~~by ~~and~~the ~~outstanding~~OTCQB and ~~were~~OTC-BB ~~owned~~since bywe began trading April 15, ~~shareholders~~2011 through to our fiscal year end of ~~record~~June 30, 2012. These prices represent quotations between dealers without adjustment for retail mark-up, mark-down or commission and may not necessarily represent actual transactions.

Recent Sales of Unregistered Securities


Quarter Ended:		High Trade		Low Trade		Closing Trade

FY2011:
September 30, 2010	$	n/a	$	n/a	$	n/a
December 31, 2010		n/a		n/a		n/a
March 31, 2011		n/a		n/a		n/a
June 30, 2011		-		-		-

FY2012:
September 30, 2011	$	-		-		-
December 31, 2011		-		-		-
March 31, 2012		0.24		0.24		0.24
June 30, 2012		0.59		0.032		0.04

OnShareholders ~~February 23, 2011, the Company issued 100,000,000 shares (as adjusted for the 50-for-1 forward split)~~ 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 (as adjusted for the 50-for-1 forward split) for aggregate proceeds of $20,000. Record

OnAs ~~July~~of 12September 28, ~~2011~~2012, ~~the~~an ~~Company~~aggregate ~~issued~~of 9440,~~750~~416,~~000~~666 ~~restricted~~ shares of ~~its~~our common stock ~~(as~~were ~~adjusted~~issued ~~for~~and ~~the~~outstanding ~~50-for-1~~and ~~forward~~were ~~split)~~owned ~~to the two individuals who form the Optionor of the Pilot Peak Property, as fulfillment of the initial stock payment required~~ by ~~the~~56 ~~Pilot~~shareholders ~~Peak Property Agreement. These shares were valued at a fair value estimate~~ of $0record.~~0005 per share, for aggregate deemed proceeds of $4,875.~~

~~Re-Purchase~~Recent Sales of ~~Equity~~Unregistered Securities

~~None~~On June 6, 2012 the Company completed a private placement offering of its common stock which raised aggregate cash proceeds of US$20,000. This offering was comprised of 133,333 restricted common shares at $0.15 per share and 133,333 restricted common shares were issued. These shares were issued pursuant to Regulation S of the Securities Act of 1933, as amended (“Reg. S”) and the Company did not engage in any general solicitation or advertising regarding this offering.

20On June 8, 2012 the Company completed a private placement offering of its common stock which raised aggregate cash proceeds of US$500,000. This offering was comprised of 5,000,000 restricted common shares at $0.10 per share and 5,000,000 restricted common shares were issued. These shares were issued pursuant to Regulation S of the Securities Act of 1933, as amended (“Reg. S”) and the Company did not engage in any general solicitation or advertising regarding this offering.

~~Dividends~~On June 11, 2012 the Company completed a private placement offering of its common stock which raised aggregate cash proceeds of US$80,000. This offering was comprised of 533,333 restricted common shares at $0.15 per share and 533,333 restricted common shares were issued. These shares were issued pursuant to Regulation S of the Securities Act of 1933, as amended (“Reg. S”) and the Company did not engage in any general solicitation or advertising regarding this offering. The consideration paid for this private placement was comprised of $80,000 which was recorded in the Company's March 31, 2012 quarter-end Balance Sheet as Shares Subscribed But Unissued.

~~There~~Re-Purchase ~~are no restrictions that would limit the Company from paying dividends. We have not paid any cash or stock dividends on our common stock and have no present intention~~ of ~~paying~~Equity any dividends on the shares of our common stock. Our current policy is to retain earnings, if any, for use in our operations and in the development of our business. Our future dividend policy will be determined from time to time by our board of directors.Securities

~~Securities Authorized for Issuance Under Equity Compensation Plans~~None.

~~None.~~27

~~ITEM 6. SELECTED FINANCIAL DATA(1)~~Dividends

	Fiscal 2011	Fiscal 2010
	$	$
Operating Revenue:
Quarter I – Three Months to September 30th	–	n/a
Quarter II – Three Months to December 31st	–	n/a
Quarter III – Three Months to March 31st	–	n/a
Full Year – Twelve Months to June 30th	–	–
Net Income/(Loss):
Quarter I – Three Months to September 30th	(1,410)	n/a
Quarter II – Three Months to December 31st	(692)	n/a
Quarter III – Three Months to March 31st	(2,575)	n/a
Full Year – Twelve Months to June 30th	(39,609)	(6,800)
Net Earnings/(Loss) per share:
Quarter I – Three Months to September 30th	Nil	n/a
Quarter II – Three Months to December 31st	Nil	n/a
Quarter III – Three Months to March 31st	Nil	n/a
Full Year – Twelve Months to June 30th	Nil	Nil
Cash:
Quarter I – Three Months to September 30th	1,068	n/a
Quarter II – Three Months to December 31st	847	n/a
Quarter III – Three Months to March 31st	11,269	n/a
Full Year – Twelve Months to June 30th	1,325	–
Total assets:
Quarter I – Three Months to September 30th	10,158	n/a
Quarter II – Three Months to December 31st	850	n/a
Quarter III – Three Months to March 31st	15,773	n/a
Full Year – Twelve Months to June 30th	2,396	6,000

There are no restrictions that would limit the Company from paying dividends. We have not paid any cash or stock dividends on our common stock and have no present intention of paying any dividends on the shares of our common stock. Our current policy is to retain earnings, if any, for use in our operations and in the development of our business. Our future dividend policy will be determined from time to time by our board of directors.

~~(continued)~~Securities Authorized for Issuance Under Equity Compensation Plans

21None.

	Fiscal 2011	Fiscal 2010
	$	$
Total stockholders’ equity (deficit):
Quarter I – Three Months to September 30th	4,590	n/a
Quarter II – Three Months to December 31st	3,898	n/a
Quarter III – Three Months to March 31st	(34,797)	n/a
Full Year – Twelve Months to June 30th	(69,729)	6,000
Total liabilities and stockholders’ equity:
Quarter I – Three Months to September 30th	10,158	n/a
Quarter II – Three Months to December 31st	11,503	n/a
Quarter III – Three Months to March 31st	15,773	n/a
Full Year – Twelve Months to June 30th	2,396	6,000
Cash dividends per share:
Quarter I – Three Months to September 30th	–	n/a
Quarter II – Three Months to December 31st	–	n/a
Quarter III – Three Months to March 31st	–	n/a
Full Year – Twelve Months to June 30th	–	–

ITEM 6. SELECTED FINANCIAL DATA

(1)NOTE: Data from the fiscal 2010 and the first three quarters of fiscal 2011 relates to the Company's operations as a website based travel information service. Data for the twelve months ended June 30, 2011 includes both a full year of our website operations; plus our exploration expenditures during the period of June 24 to June 30, 2011.


	Fiscal 2012	Fiscal 2011	Fiscal 2010
	$	$	$
Operating Revenue:
Quarter I – Three Months to September 30^th	–	–	n/a
Quarter II – Three Months to December 31^st	–	–	n/a
Quarter III – Three Months to March 31^st	–	–	n/a
Full Year – Twelve Months to June 30^th	–	–	–

Net Income/(Loss):
Quarter I – Three Months to September 30^th	(62,462)	(1,410)	n/a
Quarter II – Three Months to December 31^st	(44,036)	(693)	n/a
Quarter III – Three Months to March 31^st	(41,415)	(2,575)	n/a
Full Year – Twelve Months to June 30^th	(582,904)	(39,609)	(6,800)

Net Earnings/(Loss) per share:
Quarter I – Three Months to September 30^th	Nil	Nil	n/a
Quarter II – Three Months to December 31^st	Nil	Nil	n/a
Quarter III – Three Months to March 31^st	Nil	Nil	n/a
Full Year – Twelve Months to June 30^th	Nil	Nil	Nil

Cash:
Quarter I – Three Months to September 30^th	4,756	1,068	n/a
Quarter II – Three Months to December 31^st	20,058	847	n/a
Quarter III – Three Months to March 31^st	9,167	11,269	n/a
Full Year – Twelve Months to June 30^th	91,233	1,325	–

Total assets:
Quarter I – Three Months to September 30^th	6,744	10,158	n/a
Quarter II – Three Months to December 31^st	41,272	11,503	n/a
Quarter III – Three Months to March 31^st	9,167	15,773	n/a
Full Year – Twelve Months to June 30^th	104,566	2,396	6,000

Total stockholders’ equity (deficit):
Quarter I – Three Months to September 30^th	(127,316)	4,590	n/a
Quarter II – Three Months to December 31^st	(91,352)	3,898	n/a
Quarter III – Three Months to March 31^st	(194,322)	(34,797)	n/a
Full Year – Twelve Months to June 30^th	(46,278)	(69,729)	6,000

Total liabilities and stockholders’ equity:
Quarter I – Three Months to September 30^th	6,744	10,158	n/a
Quarter II – Three Months to December 31^st	41,272	11,503	n/a
Quarter III – Three Months to March 31^st	9,167	15,773	n/a
Full Year – Twelve Months to June 30^th	104,566	2,396	6,000

Cash dividends per share:
Quarter I – Three Months to September 30^th	–	–	n/a
Quarter II – Three Months to December 31^st	–	–	n/a
Quarter III – Three Months to March 31^st	–	–	n/a
Full Year – Twelve Months to June 30^th	–	–	–

~~ITEM 7. MANAGEMENTS’ DISCUSSION AND ANALYSIS~~28

~~Overview~~ITEM 7.

This Annual Report on Form 10-K contains "forward-looking statements" relating to the registrant which represent the registrant's current expectations or beliefs including, statements concerning registrantMANAGEMENTS’s ~~operations,~~DISCUSSION ~~performance,~~AND financial condition and growth. For this purpose, any statement contained in this annual report on Form 10-K that are not statements of historical fact are forward-looking statements. Without limiting the generality of the foregoing, words such as "may", "anticipation", "intend", "could", "estimate", or "continue" or the negative or other comparable terminology are intended to identify forward-looking statements. These statements by their nature involve substantial risks and uncertainties, such as credit losses, dependence on management and key personnel and variability of quarterly results, ability of registrant to continue its growth strategy and competition, certain of which are beyond the registrant's control. Should one or more of these risks or uncertainties materialize or should the underlying assumptions prove incorrect, actual outcomes and results could differ materially from those indicated in the forward-looking statements.ANALYSIS

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. Overview

~~Our~~This Annual Report on Form 10-K contains "forward-looking statements" relating to the registrant which represent the registrant's current expectations or beliefs including, statements concerning registrant’s operations, performance, financial condition and growth. For this purpose, any statement contained in this annual report on Form 10-K that are not statements of historical fact are ~~prepared~~forward-looking instatements. ~~accordance~~Without ~~with~~limiting Uthe generality of the foregoing, words such as "may", "anticipation", "intend", "could", "estimate", or "continue" or the negative or other comparable terminology are intended to identify forward-looking statements.S. ~~generally~~These ~~accepted~~statements ~~accounting~~by ~~principles~~their nature involve substantial risks and weuncertainties, ~~have~~such ~~expensed~~as ~~all~~credit ~~development~~losses, ~~expenses~~dependence ~~related~~on management and key personnel and variability of quarterly results, ability of registrant to continue its growth strategy and competition, certain of which are beyond the ~~establishment~~registrant's control. Should one or more of these risks or uncertainties materialize or should the ~~company~~underlying assumptions prove incorrect, actual outcomes and results could differ materially from those indicated in the forward-looking statements.

~~The~~We ~~following~~are ~~discussion~~a ~~and analysis covers material changes in the financial condition of Rarus Minerals Inc. from June 23~~start-up, ~~2010~~development ~~(inception)~~stage tocompany ~~June~~with ~~30, 2011. During this period the Company changed its focus of operations from being~~ a ~~website~~limited ~~based~~operating ~~travel~~history. ~~information~~We ~~services~~intend to ~~being~~develop anour ~~mineral~~Social ~~exploration~~Media ~~enterprise.~~business Aswith ~~such,~~ the ~~following~~aim ~~data is not representative~~ of ~~the~~achieving ~~Company's current operations model~~profitability.

22Our 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.

~~Results~~The offollowing ~~Operations~~discussion ~~for~~and analysis covers material changes in the ~~Fiscal~~financial ~~Years~~condition ~~ended~~of Rarus Technologies Inc. from June 3023, ~~2011~~2010 ~~and~~(inception) to June 30, ~~2010~~2012. ~~and~~During the ~~Exploration~~twelve ~~Stage~~month ~~Period~~period ofended June 2330, ~~2010~~2012, on May 8, 2012, the Company changed its focus of operations from being a mineral exploration enterprise to ~~June~~being 30a Social Media enterprise. As such, ~~2011:~~the following data is not fully representative of the Company's current operations model.

~~Our~~Results ~~operating~~of ~~results~~Operations for the ~~years~~Fiscal Years ended June 30, ~~2011~~2012 and June 30, ~~2010~~2011 and the Exploration Stage Period of June 23, 2010 to June 30, ~~2011 (the ‘Exploration Stage’) are summarized as follows~~2012:

		June 30, 2011		June 30, 2010		Exploration Stage
Revenue	$	–	$	–	$	–
Expenses (including interest expense)	$	(85,384)	$	(6,800)	$	(92,184)
Debt cancelation non–cash gain	$	49,500	$	–	$	49,500
Impairment loss – website/domain names	$	(3,725)		–		(3,725)
Net Loss	$	(39,609)	$	(6,800)	$	(46,409)

Our operating results for the years ended June 30, 2012 and June 30, 2011 and the Development Stage Period of June 23, 2010 to June 30, 2012 (the ‘Development Stage’) are summarized as follows:

Revenues


		June 30, 2012		June 30, 2011		Development Stage
Revenue	$	–	$	–	$	–
Operating expenses	$	(503,500)	$	(28,459)	$	(538,759)
Interest expense	$	(11,591)		(550)		(12,141)
Discontinued operations	$	(67,813)	$	(10,600)	$	(78,413)
Net Loss	$	(582,904)	$	(39,609)	$	(629,313)

~~We have not earned any revenues since our inception and we do not anticipate earning revenues in the near future.~~ Revenues ~~of $4 previously recorded for our website operations were uncollectable and have been written off.~~

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

~~Exploration~~ Expenses

~~Exploration~~Software ~~expenses~~Impairment were $18,500 and $nil, respectively for the years ended June 30, 2011 and June 30, 2010. Exploration expenses for the Exploration Stage totaled $18,500. During the current year period, exploration expenses related to fees paid for geological consulting firm for staking of our mineral properties. We expect to incur significant exploration expenses during the next twelve months.Charges

~~Professional~~On &May ~~Consultant~~8, ~~Fees~~2012 (the "Effective Date") the Company entered into a software property, technical information and trademark license agreement (the "License Agreement") with ThinkCorp AG, (the "Licensor"). Under the License Agreement, the Company acquired software properties and software property applications to a Internet Social Media technology business concept called “Zngle”.

Profession fees were $8,000 and $nil, respectively for the years ended June 30, 2011 and June 30, 2010. Professional fees for the Exploration Stage totaled $8,000. During the current year period, professional fees included fees paid for legal and auditor fees. In the next twelve months, we project professional fees to increase moderately. 29

~~Administrative~~The ~~Expenses~~License Agreement provides the Company with the rights to technical information including all unpublished research and development information, the formulation of proprietary products, method, software inventions, know-how, trade secrets, and technical data that are needed to support the Zngle business concept, including a worldwide exclusive license to the “Zngle” trademark and all of its likenesses and to certain software, source code, technical information, trademarks, and domain names which were developed and/or owned by ThinkCorp AG (the "License"). The term of the License, to the extent of the Licensed Territory, is 500 years beginning from the Effective Date. In exchange for the License, the Company has agreed to make the following scheduled payments to Licensor:

Administrative expenses were $20,459 and $6,800, respectively for the years ended June 30, 2011 and June 30, 2010, respectively. During the Exploration Stage Period administrative expenses totaled $27,259. During the current period administrative fees were primarily composed of office expenses, bank charges and filing fees related to our SEC filings. We expect administrative fees to increase moderately during the coming year.


Payment Due Date	Amount
May 8, 2013	$2,000,000
May 8, 2014	$3,000,000
May 8, 2015	$5,000,000
May 8, 2016	$5,000,000
May 8, 2017	$7,000,000
TOTAL	$22,000,000

~~Impairment~~During ~~Losses~~the twelve month period ended June 30, 2012, we made a payment of $350,000 toward our first scheduled installment of $2,000,000 for the License. To conform with generally accepted accounting principles ('GAAP') pertaining to the classification of assets, an impairment charge of $(350,000) was entered against this asset based on ~~Mineral~~the ~~Properties~~Company’s impairment analysis as of June 30, 2012. There were no software impairments losses recorded for the year ended June 30, 2011 and software impairment charges for the Development Stage Period totaled $(350,000). In the next twelve months, we project further software impairment charges as we continue to make payments to the Licensor. At such time as we determine that the underlying software meets GAAP standards for qualifying as an asset, we will record it as such at that time.

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

~~Other~~Product ~~Income~~marketing -expenses ~~Gain~~were on$10,716 ~~Cancellation~~and $nil, respectively for the years ended June 30, 2012 and June 30, 2011. Product marketing expenses for the Development Stage totaled $10,716. During the current year period, product marketing expenses included fees paid to consultants for development of ~~Debt~~online initiatives to showcase the beta versions of our Social Media platform. In the next twelve months, we project product marketing expenses will increase substantially.

OnProfessional ~~May~~& ~~11,~~Consultant 2011, two 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 two 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.Fees

23Profession fees were $89,119 and $8,000, respectively for the years ended June 30, 2012 and June 30, 2011. Professional fees for the Development Stage totaled $97,119. During the current year period, professional fees included fees paid for legal, audit and accounting fees. In the next twelve months, we project professional fees to decrease or remain at current levels.

~~Other~~Administrative ~~Income - Impairment Loss - website and domain names~~Expenses

OnAdministrative ~~July~~expenses ~~22,~~were ~~2011~~$37,330 ~~the Company sold its website~~ and ~~all rights it held to domain names. Due to this transaction~~$20,459, anrespectively ~~impairment loss on these website/domain names assets has been entered~~ for the ~~year~~years ended June 30, ~~2011.This~~2012 ~~sale~~and ~~terminated~~June ~~the~~30, ~~operations~~2011, ofrespectively. During the ~~Company~~Development asStage anPeriod ~~Internet~~administrative ~~search~~expenses ~~and~~totaled ~~advertising services provider~~$64, ~~effective July 22,2011~~589. ~~The~~During ~~proceeds of~~ the ~~sale~~current ~~proceeds~~period ~~included~~administrative ~~the~~fees ~~forgiveness~~were byprimarily ~~Domain~~composed ~~Media, LLC~~ of ~~$275~~Transfer ~~for~~Agent ~~unpaid~~fees. ~~hosting,~~Other ~~website~~components ~~management~~included: ~~and~~office ~~reporting~~ expenses, ~~for~~bank ~~the~~charges ~~period~~and offiling ~~June~~fees 1,related ~~2011~~ to ~~July~~our ~~22,~~SEC ~~2011~~filings. ~~The~~We ~~net~~expect ~~impairment~~administrative ~~loss~~fees ~~was~~to ~~based~~increase onmoderately ~~the~~during ~~recorded asset value of~~ the ~~websites/domain~~coming ~~names of $6,000, less accumulated amortization of $(2,000), less the account payable of $275, resulting in a net impairment loss of: $(3,725)~~year.

~~Net~~Discontinued ~~Loss~~Operations

WeOn ~~incurred~~May a8, ~~net loss of $(39~~2012,~~609)~~ ~~for~~ the ~~twelve~~Company ~~months~~incorporated ~~ended June 30, 2011 compared with~~ a ~~net~~wholly ~~loss~~owned ofsubsidiary ~~$(6,800)~~named ~~for the period from June 23~~Zngle, ~~2010~~Inc. ~~(inception)~~ to ~~year-end~~act ~~June~~as ~~30,~~the ~~2010.~~operations ~~The~~center ~~net loss~~ for ~~the~~its ~~year~~Social ~~ended~~Media ~~June~~enterprise ~~30,~~and ~~2011~~all ~~included~~activities ain ~~non-cash~~its ~~gain~~former ofmining ~~$49,500~~business ~~related~~were toterminated ~~the~~and ~~cancelation~~are oftreated ~~debt~~as ~~and~~ a ~~non-cash~~Discontinued ~~loss~~Operation ofin ~~$(3,725) related to an impairment loss regarding our websites/domain names. The net loss for~~ the ~~Exploration~~accompanying ~~Stage~~financial ~~Period totaled $(46,409)~~statements.

~~Liquidity and Capital Resources~~30

~~Our~~The ~~financial~~components ~~position~~of asdiscontinued atoperations ~~June~~summarized ~~30,~~on ~~2011~~the ~~and~~Statement ~~June~~of 30Operations arising from the closure of our previous business on May 8, ~~2010~~2012 are as follows:

Net Working Capital (Deficiency)
OTHER (EXPENSE):		Year ended June 30, 2012		Year ended June 30, 2011		June 23, 2010 (inception) through June 30, 2012
		As at June 30, 2011		As at June 30, 2010
Exploration expenses	$	(52,813)	$	(18,500)	$	(71,313)
Current Assets	$	2,121	$	-
Mineral properties impairments(1)		(15,000)		(37,875)		(52,875)
Current Liabilities		72,125		-
Gain from debt cancellation(2)		—		49,500		49,500
Net Working Capital (Deficiency)		(70,004)		-
Impairment loss – website/domains(3)		—		(3,725)		(3,725)
Discontinued Operation	$	(67,813)	$	(10,600)	$	(78,413)

~~Our~~Interest ~~net~~Expense ~~working capital decreased from Nil at June 30, 2010 to $(70,004) at June 30, 2011 as a result of an increase in accounts payable; loans entered into by the Company; and advances from our CEO.~~

Cash Flows
		Year ended June 30, 2011		Year ended June 30, 2010
Net cash (used) by Operating Activities	$	(19,680)	$	-
Net cash (used) by Investing Activities		(37,875)		-
Net cash provided by Financing Activities		58,880		-
Increase (Decrease) in Cash during the Year		1,325		-
Cash, Beginning of Year		-		-
Cash, End of Year		1,325		-

The Company has issued four promissory notes (the "Notes") to an unrelated corporation. All four promissory notes accrue simple interest of 10% per annum and are due upon ten days written from the Lender. Interest of $10,111 accrued on the Notes during the twelve month period ended June 30, 2012 and total accrued interest on the Notes at the end of fiscal 2012 totaled $10,661. Interest expense during the twelve month period ended June 30, 2012 also included $1,480 of imputed interest on a shareholder advance due to our CEO. Interest expense totaled $11,591 versus $550 for the twelve month periods ended June 30, 2012 and June 30, 2011, respectively.

~~Since~~Net the date of our inception to June 30, 2011, we have raised $20,000 though an offering of our common shares; $34,000 from loans; and (net) $18,500 from shareholder advances. As of June 30, 2011 we had cash on hand of $1,325 and prepaid expenses of $796. Loss

~~Purchase~~We incurred a net loss of ~~Significant~~$(582,904) ~~Equipment~~for the twelve months ended June 30, 2012 compared with a net loss of $(39,609) for the twelve months ended June 30, 2011. The net loss for the Development Stage Period totaled $(629,313).

WeLiquidity ~~currently~~and doCapital ~~not have plans to purchase any significant equipment over the next twelve months.~~ Resources

~~Personnel~~Our ~~Plan~~financial position as at June 30, 2012 and June 30, 2011 are as follows:

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.


*Net Working Capital (Deficiency)*
		As at June 30, 2012		As at June 30, 2011

Current Assets	$	104,566	$	2,121
Current Liabilities		150,844		72,125
Net Working Capital (Deficiency)		(46,278)		(70,004)

24Our net working capital increased to a deficit of $(46,278) at June 30, 2012 from a deficit of $(70,004) at June 30, 2011 primarily as a result of an increase in promissory notes issued by the Company.

Off-Balance Sheet Arrangements


*Cash Flows*
		Year ended June 30, 2012		Year ended June 30, 2011

Net cash (used) by Operating Activities	$	(219,739)	$	(19,680)
Net cash (used) by Investing Activities		(364,725)		(37,875)
Net cash provided by Financing Activities		674,922		58,880
Increase (Decrease) in Cash during the Year		89,908		1,325
Cash, Beginning of Year		1,325		-
Cash, End of Year		91,233		1,325

~~There~~Since ~~are~~the nodate ~~off-balance~~of ~~sheet~~our ~~arrangements~~inception ~~that~~to ~~have~~June or30, ~~are~~2012, ~~reasonably~~we ~~likely to~~ have araised ~~current~~$620,000 orthough ~~future~~an ~~effect~~offering onof our ~~financial~~common ~~condition~~shares; $108,922 ~~changes~~from inloans; ~~financial~~and ~~condition~~$18,500 ~~revenues~~from orshareholder ~~expenses,~~advances. ~~results~~As of ~~operations,~~June ~~liquidity~~30, ~~capital~~2012 ~~expenditures~~we orhad ~~capital~~cash ~~resources~~on ~~that~~hand isof ~~material~~$91,233 toand ~~investors~~prepaid expenses of $13,333.

~~Material~~Purchase ~~Events~~of ~~and~~Significant ~~Uncertainties~~Equipment

~~Our~~We ~~operating~~currently ~~results~~do ~~are~~not ~~difficult~~have plans to ~~forecast. Our~~purchase ~~prospects~~any 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~~equipment inover the ~~equity~~next ~~interests~~twelve ~~of our current stockholders~~months. ~~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.31

~~Employees~~Personnel

As of June 30, ~~2011~~2012, we had one employee, ~~namely~~ (our CEO,) and used contracted services to perform ~~geological~~product ~~work~~development, marketing, legal services and our bookkeeping. ~~Going~~We ~~forward,~~anticipate a substantial increase in our employee base over the ~~Company~~next ~~will~~12 ~~use~~month ~~consultants~~period ~~with~~as ~~specific~~we ~~skills~~hire staff to ~~assist~~carry ~~with~~out ~~various~~our ~~aspects~~business plan. Additions of ~~its~~staff ~~project~~are ~~evaluation,~~expected ~~due~~to ~~diligence,~~take ~~acquisition~~place ~~initiatives,~~once ~~corporate~~we ~~governance~~have ~~and~~raised ~~property~~further ~~management~~financial resources through stock offerings. Until such time as we have adequate resources to fulfill these plans, we will continue to utilize contracted service providers.

~~Critical~~Off-Balance ~~Accounting~~Sheet ~~Policies~~Arrangements

~~The~~There ~~Company’s financial statements and related public financial information~~ are ~~based~~no onoff-balance ~~the~~sheet ~~application~~arrangements ~~of accounting principles generally accepted in the United States (“GAAP”). GAAP requires the use of estimates; assumptions, judgments and subjective interpretations of accounting principles~~ that have anor ~~impact~~are onreasonably ~~the~~likely ~~assets,~~to ~~liabilities,~~have ~~revenues~~a ~~and~~current ~~expense~~or ~~amounts~~future ~~reported.~~effect ~~These~~on ~~estimates can also affect supplemental information contained in~~ our ~~external~~financial ~~disclosures including information regarding contingencies~~condition, ~~risk~~changes ~~and~~in financial condition., Werevenues ~~believe~~or ~~our~~expenses, ~~use~~results ifof ~~estimates~~operations, ~~and~~liquidity, ~~underlying~~capital ~~accounting~~expenditures ~~assumptions~~or ~~adhere~~capital toresources ~~GAAP and are consistently and conservatively applied. We base our estimates on historical experience and on various other assumptions~~ that weis ~~believe~~material to ~~be reasonable under the circumstances~~investors. Actual results may differ materially from these estimates under different assumptions or conditions. We continue to monitor significant estimates made during the preparation of our financial statements.

~~Our~~Material ~~significant~~Events ~~accounting policies are summarized in Note 2 of our financial statements. While all these significant accounting policies impact its financial condition~~ and results of operations, the Company views certain of these policies as critical. Policies determined to be critical are those policies that have the most significant impact on the Company’s financial statements and require management to use a greater degree of judgment and estimates. Actual results may differ from those estimates.Uncertainties

~~Off~~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 Social Media markets. The continuation of our business is dependent upon obtaining further financing, a successful program of product development, 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-~~Balance~~term ~~Sheet~~financial ~~Arrangements~~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.

~~The~~Critical ~~Company~~Accounting does not have any 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 are material to investors. Policies

The Company’s financial statements and related public financial information are based on the application of accounting principles generally accepted in the United States (“GAAP”). GAAP requires the use of estimates; assumptions, judgments and subjective interpretations of accounting principles that have an impact on the assets, liabilities, revenues and expense amounts reported. These estimates can also affect supplemental information contained in our external disclosures including information regarding contingencies, risk and financial condition. We believe our use if estimates and underlying accounting assumptions adhere to GAAP and are consistently and conservatively applied. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances. Actual results may differ materially from these estimates under different assumptions or conditions. We continue to monitor significant estimates made during the preparation of our financial statements.

Our significant accounting policies are summarized in Note 2 of our financial statements. While all these significant accounting policies impact its financial condition and results of operations, the Company views certain of these policies as critical. Policies determined to be critical are those policies that have the most significant impact on the Company’s financial statements and require management to use a greater degree of judgment and estimates. Actual results may differ from those estimates.

Off-Balance Sheet Arrangements

The Company does not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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

2532

ITEM 8. ~~FINANCIAL STATEMENTS~~

~~INDEX TO~~ FINANCIAL STATEMENTS

	Page
Report of Independent Registered Public Accounting Firm	27
Financial Statements for the years ended June 30, 2011 and June 30, 2010 and for the Exploration Stage of June 23, 2010 to June 30, 2011:
Balance Sheets	28
Statements of Operations	29
Statement of Stockholders’ Equity	30
Statements of Cash Flows	31
Supplemental Disclosure of Non-cash Investing and Financing Activities	32
Notes to Financial Statements	33

INDEX TO FINANCIAL STATEMENTS


	Page

Reports of Independent Registered Public Accounting Firms	34
Financial Statements for the years ended June 30, 2012 and June 30, 2011 and for the Development Stage of June 23, 2010 to June 30, 2012:
Consolidated Balance Sheets	36
Consolidated Statements of Operations	37
Consolidated Statement of Stockholders’ Equity	38
Consolidated Statements of Cash Flows	39
Consolidated Supplemental Disclosure of Non-cash Investing and Financing Activities	40
Notes to Consolidated Financial Statements	41

~~RARUS MINERALS INC.~~33

~~(An~~REPORT ~~Exploration~~OF ~~Stage~~INDEPENDENT ~~Company)~~REGISTERED PUBLIC ACCOUNTING FIRM

~~REPORT~~To OFthe ~~INDEPENDENT~~Board ~~REGISTERED~~of ~~PUBLIC ACCOUNTING FIRM~~Directors

~~PLS~~Rarus ~~CPA~~Technologies, AInc. ~~PROFESSIONAL~~and ~~CORPORATION~~Subsidiary

t(A ~~4725~~Development ~~MERCURY~~Stage ~~STREET #210 t SAN DIEGO t CALIFORNIA 92111t~~Company)

tWe ~~TELEPHONE~~have audited the accompanying consolidated balance sheets of Rarus Technologies, Inc. and Subsidiary (~~858~~a Development Stage Company)~~722-5953~~ t(the ~~FAX~~“Company”) as of June 30, 2012 and the consolidated related statements of operations, stockholders' equity (~~858~~deficit) ~~761-0341 t~~and ~~FAX~~cash flows for the twelve month period then ended. The financial statements for the period ended June 30, 2011 were audited by other auditors whose report expressed an unqualified opinion on those financial statements. The financial statements for the period from June 23, 2010 (~~858~~inception) ~~433-2979~~to June 30, 2012, insofar as it relates to amounts for prior periods through June 30, 2011, is based solely on the report of the other auditors. These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements based on our audit.

tWe ~~E-MAIL~~conducted ~~changgpark@gmail~~our audit in accordance with standards of the Public Company Accounting Oversight Board (United States).~~com~~ tThose standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

~~Report~~In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of ~~Independent~~Rarus ~~Registered~~Technologies, ~~Public~~Inc. ~~Accounting~~and ~~Firm~~Subsidiary as of June 30, 2012 and the results of its operations and cash flows for the period described above in conformity with accounting principles generally accepted in the United States of America.

ToThe accompanying financial statements have been prepared assuming that the ~~Board~~Company ofwill ~~Directors~~continue as a going concern. As discussed in Note 3 to the financial statements, the Company has incurred recurring operating losses and ~~Stockholders~~negative cash flows from operations and is dependent on additional financing to fund operations. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are described in Note 3 to the financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

~~Rarus~~/s/ ~~Minerals~~M&K CPAS, ~~Inc.~~PLLC

~~(An Exploration Stage Company)~~www.mkacpas.com

~~We have audited the accompanying balance sheets of Rarus Minerals~~Houston, Inc. (An Exploration Stage “Company”) as of June 30, 2011 and 2010, the related statements of operations, changes in shareholders’ equity and cash flows for the years ended, and for the period from June 23, 2010 (inception) to June 30, 2011. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits. Texas

WeSeptember conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining28, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. 2012

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial positions of Rarus Minerals, Inc. as of June 30, 2011, and the result of its operations and its cash flows for the years ended and for the period from June 23, 2010 (inception) to June 30, 2011 in conformity with U.S. generally accepted accounting principles. 34

~~The~~REPORT ~~financial~~OF ~~statements~~INDEPENDENT ~~have~~REGISTERED ~~been~~PUBLIC ~~prepared~~ACCOUNTING assuming that the Company will continue as a going concern. As discussed in Note 3 to the financial statements, the Company’s losses from operations raise substantial doubt about its ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.FIRM

~~/s/~~PLS CPA, A PROFESSIONAL CORPORATION

~~PLS~~t ~~CPA,~~4725 AMERCURY ~~Professional~~STREET ~~Corp.~~#210 t SAN DIEGO t CALIFORNIA 92111t

~~September~~t ~~27,~~TELEPHONE ~~2011~~(858)722-5953 t FAX (858) 761-0341 t FAX (858) 433-2979

~~San~~t ~~Diego,~~E-MAIL CAchanggpark@gmail.com ~~92111~~t

27To the Board of Directors and Stockholders

~~RARUS~~Rarus ~~MINERALS~~Minerals, ~~INC~~Inc.

(An Exploration Stage Company)

~~Balance~~We ~~Sheets~~have audited the accompanying balance sheets of Rarus Minerals, Inc. (An Exploration Stage “Company”) as of June 30, 2011 and 2010, the related statements of operations, changes in shareholders’ equity and cash flows for the years ended, and for the period from June 23, 2010 (inception) to June 30, 2011. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

		June 30, 2011		June 30, 2010
ASSETS
CURRENT ASSETS
Cash	$	1,325	$	—
Prepaid expenses		796		—
Total current assets	$	2,121	$	—
OTHER ASSETS
Websites & domain names (net of accumulated amortization of $2,000 at June 30, 2011; and $nil at June 30, 2010) (Notes 2 and 9)		275		6,000
Total other assets		275		6,000
Total assets	$	2,396	$	6,000
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES
Accounts payable and accrued expenses (Notes 5, 6 and 8)	$	19,075	$	—
Advances and loans from stockholders (Note 6)		18,500		—
Loans (Note 7)		34,000		—
Accrued interest on loans		550		—
Total current liabilities		72,125		—
Total liabilities	$	72,125	$	—
COMMITMENTS AND CONTINGENCIES (Note 10)		—		—
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; 425,000,000 and 640,000,000 shares issued and outstanding at June 30, 2011 and June 30, 2010 respectively (Note 4)		425,000		640,000
Additional Paid-in Capital (Notes 4 and 5)		(448,320)		(627,200)
Retained Earnings (Deficit) accumulated during exploration stage		(46,409)		(6,800)
Total stockholders’ equity (deficit)	$	(69,729)	$	6,000
Total liabilities and stockholders’ equity (deficit)	$	2,396	$	6,000

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

~~The~~In ~~accompanying~~our ~~notes~~opinion, tothe financial statements ~~are~~referred anto ~~integral~~above ~~part~~present offairly, ~~these~~in all material respects, the financial ~~statements~~positions of Rarus Minerals, Inc. as of June 30, 2011, and the result of its operations and its cash flows for the years ended and for the period from June 23, 2010 (inception) to June 30, 2011 in conformity with U.S. generally accepted accounting principles.

28The financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the financial statements, the Company’s losses from operations raise substantial doubt about its ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

~~RARUS~~/s/PLS ~~MINERALS INC.~~CPA

~~(An~~PLS ~~Exploration~~CPA, ~~Stage~~A ~~Company)~~Professional Corp.

~~Statements~~September of27, ~~Operations and Comprehensive Loss~~2011

		Year ended June 30, 2011		June 23, 2010 (inception) through June 30, 2010		June 23, 2010 (inception) through June 30, 2011
EXPENSES:
Exploration expenses	$	18,500	$	—	$	18,500
Professional & consultant fees		8,000		—		8,000
Administrative expenses		20,459		6,800		27,259
Impairments on mineral properties		37,875		—		37,875
Total expenses	$	84,834	$	6,800	$	91,634
Net (Loss) from operations	$	(84,834)	$	(6,800)	$	(91,634)
OTHER INCOME (EXPENSE):
Gain from debt cancellation	$	49,500		—		49,500
Impairment loss - website & domain names (Note 9)		(3,725)		—		(3,725)
Interest expense		(550)		—		(550)
Net Other Income	$	45,225	$	—	$	45,225
NET (LOSS)	$	(39,609)	$	(6,800)	$	(46,409)
Loss per common share, basic and diluted (Note 2)	$	Nil	$	Nil
Weighted average shares outstanding (Note 2 and 4)		666,849,315		533,333,333

San Diego, CA. 92111

~~The accompanying notes to financial statements are an integral part of these financial statements~~35

29RARUS TECHNOLOGIES INC. AND SUBSIDIARY

~~RARUS~~(A ~~MINERALS~~Development ~~INC.~~Stage Company)

~~(An~~Consolidated ~~Exploration~~Balance ~~Stage Company)~~Sheets

Statement of Stockholders’ Equity


		June 30, 2012		June 30, 2011
ASSETS

CURRENT ASSETS
Cash	$	91,233	$	1,325
Prepaid expenses		13,333		796
Total current assets		104,566		2,121

OTHER ASSETS
Websites & domain names (net of accumulated amortization of $nil at June 30, 2012; and $2,000 at June 30, 2011) related to discontinued operation (Notes 4 and 9)		—		275
Total other assets		—		275

Total assets	$	104,566	$	2,396

LIABILITIES AND STOCKHOLDERS’ (DEFICIT)

CURRENT LIABILITIES
Accounts payable and accrued expenses (Notes 7 and 8)	$	12,761	$	19,075
Advances and loans from stockholders (Note 8)		18,500		18,500
Loans (Note 7)		108,922		34,000
Accrued interest on loans (Note 7)		10,661		550
Total current liabilities		150,844		72,125

Total liabilities	$	150,844	$	72,125

COMMITMENTS AND CONTINGENCIES (Note 6)		—		—

STOCKHOLDERS’ (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; 440,416,666 and 425,000,000 shares issued and outstanding at June 30, 2012 and June 30, 2011 respectively (Note 4)		440,416		425,000
Additional Paid-in Capital (Notes 4 and 8)		142,619		(448,320)
Retained Earnings (Deficit) accumulated during development stage		(629,313)		(46,409)
Total stockholders’ (deficit)	$	(46,278)	$	(69,729)

Total liabilities and stockholders’ (deficit)	$	104,566	$	2,396

~~From~~The ~~June~~accompanying ~~23,~~notes ~~2010~~to ~~(inception)~~financial ~~through~~statements ~~June~~are ~~30,~~an ~~2011~~integral part of these financial statements

	Common Shares		Common Stock		Paid-in Capital		(Deficit) Accumulated During Exploration Stage		Total Stockholders’ Equity (Deficit)
Balance – June 23, 2010 (date of inception)	—	$	—	$	—	$	—	$	—
Common shares issued for services at $0.0002 per share on June 24, 2010	340,000,000	$	340,000	$	(333,200)	$	—	$	6,800
Common shares issued to acquire website and domain names at $0.0002 per share on June 24, 2010	300,000,000	$	300,000	$	(294,000)	$	—	$	6,000
Net (Loss) for the period from June 23, 2010 (inception) to June 30, 2010	—	$	—	$	—	$	(6,800)	$	(6,800)
Balance, June 30, 2010	640,000,000	$	640,000	$	(627,200)	$	(6,800)	$	6,000
Shares issued for cash at $0.0002 per share on February 23, 2011 ('The Offering')	100,000,000	$	100,000	$	(80,000)	$	—	$	20,000
Expenses charged to capital upon completion of The Offering on March 31, 2011	—	$	—	$	(56,120)	$	—	$	(56,120)
Share cancellation May 2, 2011	(15,000,000)		(15,000)		15,000	$	—	$	—
Share cancellation June 23, 2011	(300,000,000)		(300,000)		300,000	$	—	$	—
Net (Loss) for year ended June 30, 2011	—	$	—	$	—	$	(39,609)	$	(39,609)
Balance, June 30, 2011	425,000,000	$	425,000	$	(448,320)	$	(46,409)	$	(69,729)

~~The~~RARUS ~~accompanying~~TECHNOLOGIES ~~notes~~INC. toAND ~~financial statements are an integral part of these financial statements~~SUBSIDIARY

30(A Development Stage Company)

~~RARUS~~Consolidated ~~MINERALS~~Statements ~~INC.~~of Operations

(An Exploration Stage Company)


		Year ended June 30, 2012		Year ended June 30, 2011		June 23, 2010 (inception) through June 30, 2012

EXPENSES:
Software impairment charges	$	350,000	$	—	$	350,000
Product marketing		10,716		—		10,716
Professional & consultant fees		89,119		8,000		97,119
Administrative expenses		37,330		20,459		64,589
Investor relations		16,335		—		16,335
Total expenses	$	503,500	$	28,459	$	538,759
Net (Loss) from operations	$	(503,500)	$	(28,459)	$	(538,759)

OTHER (EXPENSE):
Interest expense		(11,591)		(550)		(12,141)
Net (Loss) from continuing operations		(515,091)		(29,009)		(550,900)

Net (Loss) Discontinued Operation (Note 10)	$	(67,813)		(10,600)		(78,413)

NET (LOSS)	$	(582,904)	$	(39,609)	$	(629,313)

Net Loss per common share, basic and diluted (Note 2) – continuing operations	$	Nil	$	Nil
Net Loss per common share, basic and diluted (Note 2) – discontinued operations	$	Nil	$	Nil
Net Loss per common share, basic and diluted (Note 2) – Total	$	Nil	$	Nil
Weighted average shares outstanding (Note 2 and 4)		434,767,304		666,849,315

~~Statements~~The accompanying notes to financial statements are an integral part of ~~Cash~~these ~~Flows~~financial statements

		Year ended June 30, 2011		June 23, 2010 (inception) through June 30, 2010		June 23, 2010 (inception) through June 30, 2011
Cash flows from operating activities:
Net income/(loss) for the period	$	(39,609)	$	(6,800)	$	(46,409)
Reconciling adjustments:
Adjustments to reconcile net loss to net cash used in operating activities:
Impairment loss - website/domain names (Note 9)		3,725		—		3,725
Net gain on debt cancellation (Note 7)		(49,500)		—		(49,500)
Shares issued for organizational expense		—		6,800		6,800
Amortization		2,000		—		2,000
Accrued interest on loans		550		—		550
Mineral property impairments		37,875		—		37,875
Net change in operating assets and liabilities
Prepaid expenses		(796)		—		(796)
Accounts payable and accrued expenses		26,075		—		26,075
Net cash provided (used in) by operating activities		(19,680)		—		(19,680)
Cash flows from investing activities:
Purchase of Mineral Properties		(37,875)		—		(37,875)
Net cash (used) by investing activities		(37,875)		—		(37,875)
Cash flows from financing activities:
Common stock issued for cash		20,000		—		20,000
Deferred offering costs paid in cash		(13,620)		—		(13,620)
Proceeds from loans		34,000		—		34,000
Proceeds from advances and loans from stockholders		25,850		—		25,850
Re-payments for advances and loans from stockholders		(7,350)		—		(7,350)
Net cash provided by financing activities		58,880		—		58,880
Net increase (decrease) in cash		1,325		—		—
Cash, beginning of period		—		—		—
Cash, end of period	$	1,325	$	—	$	1,325

~~The~~RARUS ~~accompanying~~TECHNOLOGIES ~~notes~~INC. toAND ~~financial statements are an integral part of these financial statements~~SUBSIDIARY

31(A Development Stage Company)

~~RARUS~~Consolidated ~~MINERALS~~Statement ~~INC.~~of Stockholders’ (Deficit)

~~(An~~From ~~Exploration~~June ~~Stage~~23, ~~Company~~2010 (inception) through June 30, 2012

Supplemental Disclosure of Non-cash Investing and Financing Activities


	Common Shares		Common Stock		Paid-in Capital		(Deficit) Accumulated During Development Stage		Total Stockholders’ Equity (Deficit)

Balance – June 23, 2010 (date of inception)	—	$	—	$	—	$	—	$	—
Shares issued for services at $0.0002 per share on June 24, 2010	340,000,000	$	340,000	$	(333,200)	$	—	$	6,800
Shares issued at $0.0002 per share to acquire website/domains on June 24, 2010	300,000,000	$	300,000	$	(294,000)	$	—	$	6,000
Net (Loss) for the period from June 23, 2010 (inception) to June 30, 2010	—	$	—	$	—	$	(6,800)	$	(6,800)
Balance, June 30, 2010	640,000,000	$	640,000	$	(627,200)	$	(6,800)	$	6,000
Shares issued for cash at $0.0002 per share on February 23, 2011 ('The Offering')	100,000,000	$	100,000	$	(80,000)	$	—	$	20,000
Expenses charged to capital upon completion of The Offering on March 31, 2011	—	$	—	$	(56,120)	$	—	$	(56,120)
Share cancellation May 2, 2011	(15,000,000)		(15,000)		15,000	$	—	$	—
Share cancellation June 23, 2011	(300,000,000)		(300,000)		300,000	$	—	$	—
Net (Loss) for year ended June 30, 2011	—	$	—	$	—	$	(39,609)	$	(39,609)
Balance, June 30, 2011	425,000,000	$	425,000	$	(448,320)	$	(46,409)	$	(69,729)
Shares issued at $0.0005 per share to acquire mineral property on July 12, 2011	9,750,000		9,750		(4,875)		—		4,875
Shares issued for cash at $0.15 per share on June 6, 2012	133,333		133		19,867		—		20,000
Shares issued for cash at $0.10 per share on June 8, 2012	5,000,000		5,000		495,000		—		500,000
Shares issued for cash at $0.15 per share on June 11, 2012	533,333		533		79,467		—		80,000
Imputed interest on shareholder advances (Note 8)	—		—		1,480		—		1,480
Net (Loss) for year ended June 30, 2012	—	$	—	$	—	$	(582,904)	$	(582,904)
Balance, June 30, 2012	440,416,666	$	440,416	$	142,619	$	(629,313)	$	(46,278)

		Year ended June 30, 2011		Year ended June 30, 2010		June 23, 2010 (inception) through June 30, 2011
Common stock issued to acquire websites and domain names	$	—	$	6,000	$	6,000

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

~~The accompanying notes to financial statements are an integral part of these financial statements~~38

32RARUS TECHNOLOGIES INC. AND SUBSIDIARY

~~RARUS~~(A ~~MINERALS~~Development ~~INC.~~Stage Company)

~~(An~~Consolidated ~~Exploration~~Statements ~~Stage~~of ~~Company)~~Cash Flows

Notes to Financial statements


		Year ended June 30, 2012		Year ended June 30, 2011		June 23, 2010 (inception) through June 30, 2012
Cash flows from operating activities:
Net income/(loss) for the period	$	(582,904)	$	(39,609)	$	(629,313)
Reconciling adjustments:
Adjustments to reconcile net loss to net cash used in operating activities:
Software impairments		350,000		—		350,000
Common stock issued for organization expense		—		—		6,800
Mineral property impairments related to discontinued operation (Notes 2 and 10)		15,000		37,875		52,875
Impairment loss - website/domains related to discontinued operation (Note 2 and 10)		—		3,725		3,725
Net gain on debt cancellation related to discontinued operation (Note 10)		—		(49,500)		(49,500)
Amortization related to discontinued operation (Notes 2 and 10)		—		2,000		2,000
Imputed interest on shareholder advances (Note 8)		1,480		—		1,480
Net change in operating assets and liabilities
Prepaid expenses		(12,537)		(796)		(13,333)
Accounts payable and accrued expenses		8,672		26,625		35,297
Net cash provided (used in) by operating activities		(219,739)		(19,680)		(239,419)

Cash flows from investing activities:
Purchase of software license		(350,000)		—		(350,000)
Sale of Websites/domains related to discontinued operation (Note 10)		275		—		275
Purchase of Mineral Properties related to discontinued operation (Note 10)		(15,000)		(37,875)		(52,875)
Net cash (used) by investing activities		(364,725)		(37,875)		(402,600)

Cash flows from financing activities:
Common stock issued for cash (Note 4)		600,000		20,000		620,000
Deferred offering costs paid in cash		—		(13,620)		(13,620)
Proceeds from loans		74,922		34,000		108,922
Proceeds from advances and loans from stockholders		—		25,850		25,850
Re-payments for advances and loans from stockholders		—		(7,350)		(7,350)
Net cash provided by financing activities		674,922		58,880		733,802

Net increase in cash		89,908		1,325		91,233

Cash, beginning of period		1,325		—		—

Cash, end of period	$	91,233	$	1,325	$	91,233

~~Note~~The 1accompanying –notes ~~Operations~~to financial statements are an integral part of these financial statements

~~Organization and Description of Business~~39

~~Rarus~~RARUS ~~Minerals~~TECHNOLOGIES ~~Inc~~INC. ~~('Rarus',~~AND 'We', the 'Registrant', or the 'Company') was incorporated in the State of Nevada on June 23, 2010 in the State of Nevada under the name HotelPlace, Inc. The original business plan of the Company was to provide Internet search and advertising services that facilitate access to hotel and travel information on the Internet relevant to key geographic locations. The Company has since abandoned its original business plan and restructured its business to focus on the acquisition, exploration and development of rare earth mineral properties. Such abandonment is recorded in these financial statements as a discontinued operation. On June 24, 2011, the Company filed a Certificate of Amendment to its Articles of Incorporation with the Nevada Secretary of State changing its corporate name to Rarus Minerals 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 inception the Company has not 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 30st. Rarus trades on the OTC-BB under the symbol RARS. SUBSIDIARY

~~Exploration~~(A Development Stage ~~Activities~~Company)

~~The~~Consolidated ~~Company~~Supplemental ~~has~~Disclosure ~~been~~of anNon-cash ~~exploration~~Investing ~~stage company since June 24, 2011~~ and ~~has~~Financing not yet realized any revenues from its planned operations. Prior to entry in its exploration stage, the Company had been a development stage company from its inception on June 23, 2010 up to June 24, 2011. The Company began exploration operations during fiscal 2011 in California, USA through the purchase of the Pilot Peak Property. Activities

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


		Year ended June 30, 2012		Year ended June 30, 2011		June 23, 2010 (inception) through June 30, 2012

Forgiveness of account payable owed to former director	$	—	$	—	$	7,000
Common stock issued for mineral properties purchases	$	4,875	$	—	$	4,875

~~Basis~~The accompanying notes to financial statements are an integral part of ~~Presentation~~these financial statements

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.40

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

~~Exploration~~(A Development Stage Company)

AsNotes ~~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~~Consolidated ~~current~~Financial ~~balance sheet date.~~statements

~~Use~~Note of1 ~~Estimates~~– Operations

~~The~~Organization ~~preparation of financial statements in conformity with generally accepted accounting principles in the United States of America requires management to make estimates~~ and ~~assumptions~~Description ~~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.Business

~~Basic~~Rarus Technologies Inc. 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 ~~Diluted~~on ~~Net~~January ~~Loss~~26, ~~per~~2012 ~~Share~~the Company changed its name to Rarus Technologies Inc. On May 8, 2012, the Company changed from an exploration enterprise to a Social Media website enterprise and incorporated in the State of Nevada a wholly-owned subsidiary named Zngle, Inc. to act as the operations center for its new Social Media business. Since inception the Company and its subsidiary (collectively 'Rarus', 'We', the 'Registrant', or the 'Company') has not been involved in any bankruptcy, receivership or similar proceedings; nor has it been involved in any merger arrangements. The consolidated 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.

~~Basic~~Rarus ~~loss~~trades ~~per~~on ~~share is calculated by dividing~~ the ~~net~~OTCQB ~~loss~~under ~~available to common stockholders by~~ the ~~weighted~~symbol ~~average number of common shares outstanding for the period~~RARS. 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 June 30, 2011, the Company has not adopted a stock option plan and there are no warrants, or other common stock equivalents outstanding.

33Development Stage Activities

~~RARUS~~The ~~MINERALS~~Company ~~INC~~is classified under generally accepted accounting principles ('GAAP') as being a Development Stage Company. Development Stage activities occurred from inception on June 23, 2010 to June 24, 2011; and from June 24, 2011 to May 8, 2012 the Company conducted exploration activities which classified it within the sub-category of being an Exploration Stage Company. From May 8, 2012 the Company has again been classified as a Development Stage Company. To date the Company has not realized revenues from any of its operations.

~~(An~~Note ~~Exploration~~2 ~~Stage~~– ~~Company)~~Basis of Presentation and Summary of Significant Accounting Policies

~~Notes~~This summary of significant accounting policies is presented to ~~Financial~~assist in understanding the Company's financial statements. The financial statements reflect the following significant accounting policies:

~~Estimated~~Basis ~~Fair Value~~ of ~~Financial Instruments~~Presentation

The ~~carrying value of accounts payable, and other financial instruments~~ ~~reflected in the~~ financial statements ~~approximates fair value~~ ~~due~~and tonotes ~~the~~are ~~short-term~~representations ~~maturity~~ of the ~~instruments~~Company’s management, who are responsible for their integrity and objectivity. ItThese isaccounting ~~management’s~~policies ~~opinion~~conform ~~that~~to generally accepted accounting principles in the ~~Company~~United isStates ~~not~~of ~~exposed~~America toand ~~significant~~have ~~interest,~~been ~~currency~~consistently orapplied ~~credit~~in ~~risks~~the ~~arising~~preparation ~~from~~of ~~these~~the financial ~~instruments~~statements, which are stated in U.S. Dollars.

~~Income~~This ~~Taxes~~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:

~~The~~Development ~~Company~~Stage ~~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~~As an Development Stage enterprise, the Company discloses the deficit accumulated during the Development Stage and the cumulative statements of ~~Long-Lived~~operations ~~Assets~~and cash flows from inception to the current balance sheet date.

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.41

~~Start-up~~RARUS ~~Costs~~TECHNOLOGIES INC. AND SUBSIDIARY

~~The~~(A ~~Company~~Development ~~expenses~~Stage ~~the cost of start-up activities, including organizational costs, as those costs are incurred.~~Company)

~~Amortization~~Notes ofto ~~Website~~Consolidated ~~and~~Financial ~~Related Software Costs~~statements

~~Certain~~Note ~~direct~~2 ~~purchase~~– ~~and~~Basis ~~related development costs associated with websites and related software have been capitalized and include external direct costs~~ of ~~services~~Presentation and ~~payroll~~Summary ~~costs for employees devoting time to the software projects principally related to software coding, designing system interfaces and installation and testing~~ of ~~the~~Significant ~~software.~~Accounting ~~These~~Policies costs were recorded as property and equipment and amortization was charged based on a three year asset life beginning when the asset was ready for use. Costs incurred during the preliminary project stage, as well as maintenance and training costs were expensed as incurred. (continued)

~~Foreign~~Exploration ~~Currency~~Costs and Mineral Property Right Acquisitions

~~The~~To ~~books~~account offor the Company's ~~are~~acquisition ~~maintained~~and inexploration ~~United~~of ~~States~~mining ~~dollars~~properties, mineral property exploration costs were expensed as incurred and ~~this~~mineral isproperty ~~the~~acquisition costs were initially capitalized when incurred. The Company’s ~~functional~~assessed ~~and~~the ~~reporting~~carrying ~~currency~~costs for impairment under Accounting Standards 930 Extractive Activities – Mining (AS 930). ~~Transactions~~Impairments ~~denominated~~were inrecognized ~~other~~when ~~than~~the sum of the ~~United~~expected ~~States~~undiscounted ~~dollar~~future ~~are~~cash ~~translated~~flows aswas ~~follows~~less ~~with~~than the ~~related~~carrying ~~transaction~~amount ~~gains~~of ~~and~~the mineral property. Impairment losses, ~~being~~if ~~recorded~~any, inwould have been measured as the ~~Statements~~excess of ~~Operations:~~the carrying amount of the mineral property over its estimated fair value.

~~(i)~~Consolidation of Financial Statements

~~Monetary~~These ~~items~~financial ~~are~~statements ~~recorded~~include at the ~~rate~~accounts of ~~exchange~~the ~~prevailing~~Company asand atits ~~the~~wholly-owned ~~balance~~subsidiary ~~sheet~~Zngle, ~~date;~~Inc. on a consolidated basis. All inter-company accounts have been eliminated.

~~(ii)~~Use of Estimates

~~Non-Monetary~~The ~~items~~preparation ~~including~~of ~~equity~~financial ~~are~~statements ~~recorded~~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 ~~historical~~date ~~rate~~of the financial statements and the reported amounts of ~~exchange;~~revenues and expenses during the period. Actual results could differ from those estimates.

~~(iii)~~Basic and Diluted Net Loss per Share

~~Revenues~~Diluted loss per share is calculated using the treasury method which requires the calculation of diluted loss per share by assuming that any outstanding stock options with an average market price that exceeds the average exercise prices of the options for the year, are exercised and ~~expenses~~the assumed proceeds are ~~recorded~~used to repurchase shares of the Company at the average market price of the common shares for the year. An incremental per share effect is then calculated for each option. The denominator of the diluted loss per share formula is the number common shares outstanding at balance sheet date plus the incremental shares assumed to be issued from treasury for option exercises, less the number of shares assumed to be repurchased, weighted by the period ~~average~~they inare ~~which~~assumed to be outstanding. This dilution calculation did not affect current fiscal year results because the ~~transaction~~Company ~~occurred~~does not have an Option Plan and has not issued any stock options; nor equity security equivalents such as warrants. As of June 30, 2012, the Company has not adopted a stock option plan and there are no warrants, or other common stock equivalents outstanding.

~~Cash~~Estimated ~~and~~Fair ~~Cash~~Value ~~Equivalents~~of Financial Instruments

~~The~~ASC ~~Company~~820, ~~considers~~"Fair ~~cash~~Value ~~and~~Measurements", ~~cash~~requires ~~equivalents~~an entity to ~~consist~~maximize the use of ~~cash~~observable inputs and minimize the use of unobservable inputs when measuring fair value. It establishes a fair value hierarchy based on ~~hand~~the ~~and~~level ~~demand~~of ~~deposits~~independent, inobjective ~~banks~~evidence ~~with~~surrounding anthe ~~initial~~inputs ~~maturity~~used to measure fair value. A financial instrument's categorization within the fair value hierarchy is based upon the lowest level of 90input ~~days~~that oris ~~less~~significant to the fair value measurement. It prioritizes the inputs into three levels that may be used to measure fair value:

~~Stock-based Compensation~~ 42

~~The~~RARUS ~~Company~~TECHNOLOGIES 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 transactionsINC. ~~ASC~~AND 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. SUBSIDIARY

34(A Development Stage Company)

~~RARUS~~Notes ~~MINERALS~~to ~~INC.~~Consolidated Financial statements

~~(An~~Note ~~Exploration~~2 ~~Stage~~– ~~Company~~Basis of Presentation and Summary of Significant Accounting Policies (continued)

~~Notes~~Level ~~to Financial statements~~1

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

~~The~~Level 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.2

~~Reclassifications~~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.

~~Certain~~Level ~~prior period amounts have been reclassified to conform to current period presentation.~~3

~~Recent~~Level ~~Accounting~~3 ~~Pronouncements~~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.

WeThe doCompany's ~~not~~financial instruments ~~expect~~consist ~~the~~principally ~~adoption~~ of ~~any~~cash, ~~recent~~accounts ~~accounting~~payable, ~~pronouncements~~loans payable, and amounts due to ~~have~~related aparties. ~~material~~Pursuant ~~effect~~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 ~~statements~~instruments approximate their current fair values because of their nature and respective maturity dates or durations. Amounts in each Level include:

Other


	As of June 30, 2012	As of June 30, 2011
Level 1	$150,844	$72,125
Level 2	$nil	$nil
Level 3	$nil	$nil

~~The~~It is management’s opinion that the Company ~~consists~~is ofnot ~~one~~exposed ~~reportable~~to ~~business~~significant ~~segment~~interest, currency or credit risks arising from these financial instruments.

~~Advertising~~Income ~~will be expensed when incurred.~~Taxes

WeThe ~~did~~Company ~~not~~recognizes deferred tax liabilities and assets for the expected future tax consequences of events that have ~~any~~been ~~off-balance~~recognized ~~sheet~~in ~~arrangements~~the asCompany’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 ~~June~~assets 30and 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, ~~2011~~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.

~~Note~~Valuation 3–of ~~Going~~Long-Lived ~~Concern~~Assets

~~Generally~~The ~~accepted accounting principles in the United States of America contemplate the continuation of the~~ Company asperiodically aanalyzes ~~going~~its ~~concern.~~long-lived ~~However,~~assets ~~the Company recorded a net loss~~ for ~~the~~potential ~~twelve month period ended June 30~~impairment, ~~2011,~~assessing ofthe ~~$(39,609)~~appropriateness ~~based on a net operating loss~~ of ~~$(84,834)~~lives ~~plus non-cash, non-recurring, net other income of $45,775, plus an accrued interest expense of $(550). Additionally it has accumulated operating losses since its inception~~ and ~~has~~recoverability ~~limited business operations, which raises substantial doubt about the Company’s ability to continue as a going concern. The continuation~~ of ~~the~~un-depreciated ~~Company~~balances isthrough ~~dependent~~measurement ~~upon the continuing financial support~~ of ~~investors~~undiscounted ~~and~~operation ~~stockholders of the Company. As of June 30, 2011, we projected the Company would need additional~~ cash ~~resources~~flows toon ~~operate~~a ~~during~~basis ~~the~~consistent ~~upcoming~~with 12accounting ~~months.~~principles ~~The~~generally ~~Company~~accepted 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~~United ~~profitability~~States of ~~the Company~~America. 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~~43

OnRARUS ~~June~~TECHNOLOGIES ~~17, 2011, the Company implemented a Board authorized increase to the Company's authorized share capital~~INC. ~~Under~~AND 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. SUBSIDIARY

~~As authorized by the Board and approved by the Financial Industry Regulatory Authority~~ (~~'FINRA'),~~A onDevelopment ~~June~~Stage ~~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~~Notes ~~references~~ to ~~stock~~Consolidated ~~issued~~Financial ~~and stock outstanding have been retroactively adjusted as if the stock split had taken place on June 23, 2010 (inception).~~statements

35Note 2 – Basis of Presentation and Summary of Significant Accounting Policies (continued)

~~RARUS~~Start-up ~~MINERALS INC.~~Costs

~~(An~~The ~~Exploration~~Company ~~Stage~~expenses ~~Company)~~the cost of start-up activities, including organizational costs, as those costs are incurred.

~~Notes~~Amortization toof ~~Financial~~Website ~~statements~~and Related Software Costs

OnCertain ~~June~~historic ~~24,~~direct ~~2010,~~purchases ~~the~~and ~~Company~~related ~~issued~~development ~~325,000,000~~costs ~~shares~~associated ~~(as~~with ~~adjusted~~websites ~~for~~and ~~the~~related ~~50-for-1~~software ~~forward~~were ~~split)~~capitalized ofand ~~its~~included ~~common~~external ~~stock~~direct tocosts ~~its~~of ~~incorporator,~~services ~~chief executive officer~~ and ~~president~~payroll costs for ~~organization~~employees ~~costs/services~~devoting ~~and~~time ~~issued~~to anthe ~~additional~~software ~~15,000,000~~projects ~~shares~~principally ~~(as~~related ~~adjusted~~to ~~for~~software ~~the~~coding, ~~50-for-1~~designing ~~forward~~system ~~split)~~interfaces toand ~~its~~installation ~~sole~~and ~~outside~~testing ~~director~~of ~~for~~that ~~services~~software. These ~~services~~costs were ~~valued~~recorded atas ~~$6,500~~property and ~~$300,~~equipment ~~respectively~~and amortization was charged based on a ~~share~~three ~~price~~year ofasset ~~$0.0002~~life ~~(as~~beginning ~~adjusted~~when the asset was ready for use. Costs incurred during the ~~50-for-1~~preliminary ~~forward~~project ~~split)~~stage, as well as maintenance and training costs were expensed as incurred.

OnForeign June 24, 2010 following its formation, the Company issued 300,000,000 (as adjusted for the 50-for-1 forward split) 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 price of $0.0002 per share (as adjusted for the 50-for-1 forward split). Domain Media, LLC had paid $6,000 to outside consultants to develop the various websites and the third party acquisition cost for the websites and/or domain names, was therefore used to value the transaction at $6,000. Currency

OnThe ~~February~~books ~~23,~~of ~~2011,~~ the Company ~~issued~~are ~~100,000,000~~maintained ~~shares~~in ~~(as~~United ~~adjusted~~States ~~for~~dollars ~~the~~and ~~50-for-1~~this ~~forward~~is ~~split)~~the ofCompany’s ~~its~~functional ~~common~~and ~~stock~~reporting tocurrency. ~~nineteen~~Transactions ~~(19)~~denominated ~~accredited~~in ~~investors~~other ~~who~~than ~~purchased~~the ~~their~~United ~~shares~~States ~~under~~dollar aare ~~registration~~translated ~~statement~~as ~~filed~~follows ~~on Form S-1~~ with the ~~Securities~~related ~~Exchange~~transaction ~~Commission~~gains ~~('SEC').~~and ~~The~~losses ~~nineteen~~being ~~(19)~~recorded ~~individual~~in ~~investors paid $0.0002 (as adjusted for~~ the ~~50-for-1~~Statements ~~forward split) per share or a total~~ of ~~combined investment of $20,000.~~ Operations:

~~On May 2, 2011 the Company's sole outside director submitted 15,000,000 shares he held~~ (~~as adjusted for the 50-for-1 forward split~~i) ~~for cancellation.~~

OnMonetary ~~June~~items ~~23,~~are ~~2011~~recorded at the ~~Company's~~rate ~~president~~of ~~submitted~~exchange ~~300,000,000~~prevailing ~~shares he held (~~as ~~adjusted~~at ~~for~~ the ~~50-for-1~~balance ~~forward~~sheet ~~split) for cancellation.~~date;

~~At June 30, 2011, there were 425,000,000 shares of our common stock issued and outstanding and no preferred stock issued and outstanding.~~(ii)

~~Note~~Non-Monetary 5items –including ~~Deferred~~equity ~~Costs~~are ~~Included~~recorded inat ~~Additional~~the ~~Paid-in~~historical ~~Capital~~rate of exchange; and

Deferred offering costs related to the offering of shares under a registration statement filed on Form S-1 with the SEC which completed on March 31, 2011, have been charged to Additional Paid-in Capital. These deferred costs totaled $56,120 and consisted principally of legal fees, accounting fees, and EDGAR filing fees incurred related to the common stock offering. $13,620 of these expenses were paid in cash by the Company and a related account payable of $42,500 was eliminated when it was assumed by former officers of the Company. (iii)

~~Note~~Revenues 6and –expenses ~~Advances~~are ~~and~~recorded ~~loans~~at ~~from~~the ~~stockholders~~period average in which the transaction occurred.

OnDuring ~~May 11, 2011,~~ the ~~Company~~twelve ~~received~~month aperiods ~~stockholder~~ended ~~advance~~June ~~from~~30, ~~its~~2012 ~~CEO~~and ~~when~~June ~~he contributed $18~~30,~~500~~ ~~in expenses he had incurred for mineral property staking related to the Pilot Peak Property~~2011, ~~prior to his appointment as CEO and acquisition of~~ the ~~Pilot Peak Property by the~~ Company. ~~This~~was ~~advance~~not isinvolved ~~unsecured~~in ~~and~~any ~~carries~~transactions nowhich ~~interest~~required ~~rate~~translation orof ~~repayment~~foreign ~~terms~~currencies.

~~During~~Cash ~~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~~Cash ~~no interest rate or repayment terms. During the period ended June 30, 2011, the Company had fully repaid $7,350 of these loans.~~Equivalents

~~Note~~The 7Company –considers ~~Gain~~cash and cash equivalents to consist of cash on ~~Cancellation~~hand, cash on deposit with its attorney, and demand deposits in banks with an initial maturity of ~~Debt~~90 days or less.

OnStock-based ~~May~~Compensation 11, 2011, two 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 two 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.

36The 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; nor has it made any awards of stock, or stock equivalents.

~~RARUS MINERALS INC.~~44

~~(An~~RARUS ~~Exploration~~TECHNOLOGIES ~~Stage~~INC. ~~Company)~~AND SUBSIDIARY

~~Notes~~(A toDevelopment ~~Financial~~Stage ~~statements~~Company)

~~Note~~Notes 8to –Consolidated ~~Loans~~Financial statements

~~On August 23, 2011, the Company issued a Promissory~~ Note ~~('Note~~2 ~~One')~~– toBasis ~~a unrelated corporation (the 'Lender') in the amount~~ of ~~$34,000~~Presentation ~~to evidence a loan the Company had received on May 3, 2011. Note One accrues simple interest of 10% per annum~~ and isSummary ~~due upon ten days written from the Lendor. Interest on this loan~~ of ~~$550~~Significant ~~accrued~~Accounting ~~during~~Policies ~~the year ended June 30, 2011.~~(continued)

~~Subsequent~~Risks to its June 30, 2011 fiscal year end, the Company received three further loans on identical terms from the Lendor, as follows: (i) a loan of $39,965 on August 2, 2011 ('Note Two'); (ii) a loan of $24,965 on August 23, 2011 ('Note Three'); and ~~(iv) a loan of $9,992 on August 29, 2011 ('Note Four).~~Uncertainties

~~Note~~The 9Company –is ~~Impairment~~subject ~~Loss~~to -substantial ~~website~~business risks and ~~domain~~uncertainties ~~names~~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.

On July 22, 2011, the Company sold its website and all rights it held to domain names. Due to this transaction, an impairment loss on these website/domain names assets has been entered for the year ended June 30, 2011.This sale terminated the operations of the Company as an Internet search and advertising services provider, effective July 22,2011. The proceeds of the sale proceeds included the forgiveness by Domain Media, LLC of $275 for unpaid hosting, website management and reporting expenses for the period of June 1, 2011 to July 22, 2011. The net impairment loss was based on the recorded asset value of the websites/domain names of $6,000, less accumulated amortization of $(2,000), less the account payable of $275, resulting in a net impairment loss of: $(3,725). Reclassifications

~~Note~~Certain 10prior –period ~~Acquisition~~amounts ofhave ~~Mineral~~been ~~Properties~~reclassified to conform to current period presentation.

~~Pilot~~Recent ~~Peak~~Accounting ~~Agreement~~Pronouncements

OnIn ~~June~~December ~~24,~~ 2011, the ~~Company~~Financial ~~entered~~Accounting ~~into~~Standards anBoard ~~Option~~(FASB) toissued ~~Purchase~~Accounting ~~Pilot~~Standards ~~Peak~~Update ~~Property~~ (~~the~~ASU) 2011-12, “~~Option~~Deferral ~~Agreement")~~of ~~with~~the ~~two~~Effective ~~individuals~~Date ~~(together,~~for Amendments to the ~~“Optionor”),~~Presentation ~~pursuant~~of toReclassifications ~~which~~of ~~the~~Items ~~Company~~out ~~acquired~~of ~~the~~Accumulated ~~exclusive~~Other ~~option~~Comprehensive (Income in Accounting Standards Update No. 2011-05. This update defers the ~~“Option”)~~requirement to ~~purchase~~present aitems ~~100%~~that ~~interest~~are inreclassified ~~Optionor’s~~from ~~rights~~accumulated other comprehensive income to ~~certain~~net ~~lode~~income ~~mining~~in ~~claims,~~both ~~consisting~~the statement of ~~approximately~~income ~~2,600~~where ~~acres,~~net ~~situated~~income inis ~~San~~presented ~~Bernardino~~and ~~County,~~the ~~California~~statement ~~(the~~where ~~“Pilot~~other ~~Peak~~comprehensive ~~Property”)~~income is presented. The adoption of ASU 2011-12 is not expected to have a material impact on our financial position or results of operations.

ToIn ~~fully~~December ~~exercise~~2011, the ~~Option~~FASB ~~and~~issued ~~receive~~ASU anNo. ~~undivided~~2011-11 ~~100%~~“Balance ~~right,~~Sheet: ~~title~~Disclosures ~~and~~about ~~interest~~Offsetting inAssets and toLiabilities” ~~the~~(“ASU ~~Pilot~~2011-11”). ~~Peak~~This ~~Property,~~Update ~~the~~requires ~~Company~~an ~~must:~~entity ~~(1)~~to ~~pay~~disclose aninformation ~~aggregate~~about ~~sum~~offsetting and related arrangements to enable users of ~~$910,000~~its financial statements to ~~Optionor~~understand (the ~~“Cash~~effect ~~Payments”);~~of ~~(2)~~those ~~incur~~arrangements anon ~~aggregate~~its offinancial atposition. ~~least~~The ~~$950,000~~objective of ~~expenditures~~this ondisclosure oris ~~with~~to ~~respect~~facilitate tocomparison ~~the~~between ~~Pilot~~those ~~Peak~~entities ~~Property~~that (prepare their financial statements on the ~~“Expenditures”);~~basis of U.S. GAAP and ~~(3)~~those ~~issue~~entities tothat ~~Optionor~~prepare antheir ~~aggregate~~financial statements on the basis of ~~ten~~IFRS. ~~million~~The ~~five~~amended ~~hundred~~guidance ~~thousand~~is ~~(10~~effective for annual reporting periods beginning on or after January 1,~~500~~ 2013,~~000)~~ ~~restricted~~and ~~shares~~interim ofperiods ~~common~~within ~~stock~~those ofannual ~~the~~periods. The Company ~~(the~~is ~~“Stock~~currently ~~Issuances”). The~~evaluating ~~Cash~~the ~~Payments~~impact, ~~Expenditures~~if ~~and~~any, ~~Stock~~that ~~Issuances~~the ~~are~~adoption ~~herein~~of ~~collectively~~this ~~referred~~pronouncement tomay ashave ~~the~~on ~~“Option~~its ~~Price”~~results ~~and~~of ~~shall~~operations beor ~~paid~~financial ~~as follows:~~position.

~~Cash~~In ~~Payments~~September 2011, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2011-08, Intangibles – Goodwill and Other (Topic 350): Testing Goodwill for Impairment. The ~~Company~~guidance ~~shall~~in ~~pay~~ASU 2011-08 is intended to reduce complexity and costs by allowing an entity the ~~Cash~~option ~~Payments~~to make a qualitative evaluation about the likelihood of goodwill impairment to ~~Optionor~~determine whether it should calculate the fair value of a reporting unit. The amendments also improve previous guidance by expanding upon the examples of events and circumstances that an entity should consider between annual impairment tests in determining whether it is more likely than not that the ~~following~~fair ~~amounts~~value of a reporting unit is less than its carrying amount. Also, the amendments improve the examples of events and bycircumstances that an entity having a reporting unit with a zero or negative carrying amount should consider in determining whether to measure an impairment loss, if any, under the ~~dates~~second ~~described~~step ~~below:~~of the goodwill impairment test. The amendments in this ASU are effective for annual and interim goodwill impairment tests performed for fiscal years beginning after December 15, 2011. Early adoption is permitted, including for annual and interim goodwill impairment tests performed as of a date before September 15, 2011, if an entity’s financial statements for the most recent annual or interim period have not yet been issued. The adoption of this guidance is not expected to have a material impact on the Company’s financial position or results of operations.

i.45

~~$33,000~~RARUS ~~prior~~TECHNOLOGIES toINC. orAND ~~upon execution of the Option Agreement (the “Execution Date”) (such payments which have been made);~~SUBSIDIARY

~~ii.~~(A Development Stage Company)

~~$52,000~~Notes onto orConsolidated ~~before~~Financial ~~November 1, 2011;~~statements

~~iii.~~Note 2 – Basis of Presentation and Summary of Significant Accounting Policies (continued)

~~$25~~In June 2011,~~000~~ onthe orFASB ~~before~~issued ~~March~~ASU 2011-05, “Comprehensive Income (Topic 220): Presentation of Comprehensive Income”, which is effective for annual reporting periods beginning after December 15, 2011. ASU 2011-05 will become effective for the Company on January 1, 2012;. This guidance eliminates the option to present the components of other comprehensive income as part of the statement of changes in stockholders’ equity. In addition, items of other comprehensive income that are reclassified to profit or loss are required to be presented separately on the face of the financial statements. This guidance is intended to increase the prominence of other comprehensive income in financial statements by requiring that such amounts be presented either in a single continuous statement of income and comprehensive income or separately in consecutive statements of income and comprehensive income. The adoption of ASU 2011-05 is not expected to have a material impact on our financial position or results of operations.

ivIn May 2011, the FASB issued ASU 2011-04, “Fair Value Measurement (Topic 820): Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs”, which is effective for annual reporting periods beginning after December 15, 2011. This guidance amends certain accounting and disclosure requirements related to fair value measurements. Additional disclosure requirements in the update include: (1) for Level 3 fair value measurements, quantitative information about unobservable inputs used, a description of the valuation processes used by the entity, and a qualitative discussion about the sensitivity of the measurements to changes in the unobservable inputs; (2) for an entity’s use of a nonfinancial asset that is different from the asset’s highest and best use, the reason for the difference; (3) for financial instruments not measured at fair value but for which disclosure of fair value is required, the fair value hierarchy level in which the fair value measurements were determined; and (4) the disclosure of all transfers between Level 1 and Level 2 of the fair value hierarchy. ASU 2011-04 will become effective for the Company on January 1, 2012. We are currently evaluating ASU 2011-04 and have not yet determined the impact that adoption will have on our financial statements.

~~$75~~In April 2011,~~000~~ the FASB issued ASU 2011-02, “Receivables (Topic 310): A Creditor’s Determination of Whether a Restructuring is a Troubled Debt Restructuring”. This amendment explains which modifications constitute troubled debt restructurings (“TDR”). Under the new guidance, the definition of a troubled debt restructuring remains essentially unchanged, and for a loan modification to be considered a TDR, certain basic criteria must still be met. For public companies, the new guidance is effective for interim and annual periods beginning on or ~~before~~after ~~one~~June 15, 2011, and applies retrospectively to restructuring occurring on or after the beginning of the fiscal year ~~from~~of adoption. The Company does not expect that the ~~Execution~~guidance ~~Date;~~effective in future periods will have a material impact on its financial statements.

v.Other

~~$75,000~~The onCompany orconsists ~~before~~of ~~November~~one 1,reportable ~~2012;~~business segment.

viAdvertising is expensed as incurred.

~~$100,000~~We ondid ornot ~~before~~have ~~two~~any ~~years~~off-balance ~~from~~sheet ~~the~~arrangements ~~Execution~~as ~~Date;~~of June 30, 2012 or June 30, 2011.

~~vii.~~46

~~$100,000~~RARUS onTECHNOLOGIES orINC. ~~before~~AND ~~November 1, 2013;~~SUBSIDIARY

~~viii.~~(A Development Stage Company)

~~$100,000~~Notes onto orConsolidated ~~before~~Financial ~~three years from the Execution Date;~~statements

~~ix.~~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 $~~100~~(582,904) for the twelve month period ended June 30, 2012 and has accumulated net losses totaling $(629,313) since inception. The Company also 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 June 30, 2012, we projected the Company would need additional cash resources to operate during the upcoming 12 months and during the twelve month period ended June 30, 2012 we have raised private placement funds of $600,000 onto 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 ~~before~~debt ~~November~~offerings 1will 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, ~~2014;~~or the amounts of and classification of liabilities that might be necessary in the event the Company cannot continue in existence.

x.Note 4 – Share Capital

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 $~~125~~0.001 and 1,000,000 onshares orof ~~before~~preferred ~~four~~stock, ~~years~~par ~~from~~value $0.001. On June 17, 2011, the ~~Execution~~Company ~~Date~~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.

xiAs 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.

~~$125,000~~All onreferences orto ~~before~~stock ~~November~~issued 1and stock outstanding have been retroactively adjusted as if the stock split had taken place on June 23, ~~2015~~2010 (inception).

~~Expenditures: The~~On June 24, 2010, the Company ~~shall~~issued ~~incur~~325,000,000 ~~Expenditures~~shares on(as oradjusted ~~with~~for ~~respect~~the 50-for-1 forward split) of its common stock to ~~the~~its ~~Pilot~~incorporator, ~~Peak~~chief ~~Property~~executive inofficer and president for organization costs/services and issued an additional 15,000,000 shares (as adjusted for the ~~following~~50-for-1 ~~amounts~~forward split) to its sole outside director for services. These services were valued at $6,500 and by$300, respectively based on a share price of $0.0002 (as adjusted for the ~~dates~~50-for-1 ~~described~~forward ~~below:~~split).

i.47

~~$150,000~~RARUS ~~within~~TECHNOLOGIES 12INC. ~~months~~AND ~~following the Execution Date;~~SUBSIDIARY

~~ii.~~(A Development Stage Company)

~~$200,000~~Notes onto orConsolidated ~~before~~Financial ~~24 months following the Execution Date;~~statements

~~iii.~~Note 4 – Share Capital (continued)

$On June 24, 2010 following its formation, the Company issued 300,000,000 on(as adjusted for the 50-for-1 forward split) shares of our common stock to an unaffiliated entity, as consideration for the purchase of 12 websites and/or ~~before~~domain 36names, ~~months~~based ~~following~~on a price of $0.0002 per share (as adjusted for the ~~Execution~~50-for-1 ~~Date;~~forward split). This entity had paid $6,000 to outside consultants to develop the various websites and the third party acquisition cost for the websites and/or domain names, was therefore used to value the transaction at $6,000.

ivOn February 23, 2011, the Company issued 100,000,000 shares (as adjusted for the 50-for-1 forward split) 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 (as adjusted for the 50-for-1 forward split) per share or a total of combined investment of $20,000.

~~$300~~On May 2, 2011 the Company's sole outside director submitted 15,000,000 onshares orhe ~~before~~held 48(as ~~months~~adjusted ~~following~~for the ~~Execution~~50-for-1 ~~Date~~forward split) for cancellation.

37On June 23, 2011 the Company's president submitted 300,000,000 shares he held (as adjusted for the 50-for-1 forward split) for cancellation.

~~RARUS~~On ~~MINERALS~~July ~~INC~~12, 2011, the Company issued 9,750,000 restricted shares of our common stock to the vendors of the Pilot Peak Property. These shares issued based 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. At the prior year end date of June 30, 2011, these shares had not yet been issued and $4,875 relating to this expense was included in accrued liabilities on our June 30, 2011 Balance Sheet.

~~(An~~On ~~Exploration~~December ~~Stage~~13, 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 20, 2012 and due to the proximity of this event to the December 31, 2011 period end, the effect of this cancellation was included in the period ended December 31, 2011.This cancellation was accounted for by rolling back the $750 mineral property payment attributed to the shares issuance and as such there were no changes to common share and additional paid-in-capital totals arising from the issuance and cancellation.

~~Notes~~On June 6, 2012 the Company completed a private placement offering of its common stock which raised aggregate cash proceeds of US$20,000. This offering was comprised of 133,333 restricted common shares at $0.15 per share and 133,333 restricted common shares were issued. These shares were issued pursuant to ~~Financial~~Regulation ~~statements~~S of the Securities Act of 1933, as amended (“Reg. S”) and the Company did not engage in any general solicitation or advertising regarding this offering.

~~Stock~~On ~~Issuances: The~~June 8, 2012 the Company ~~shall~~completed ~~issue~~a ~~shares~~private placement offering of its common stock which raised aggregate cash proceeds of US$500,000. This offering was comprised of 5,000,000 restricted ~~stock~~common shares at $0.10 per share and 5,000,000 restricted common shares were issued. These shares were issued pursuant to ~~Optionor~~Regulation inS of the ~~following~~Securities ~~amounts~~Act ~~and~~of by1933, as amended (“Reg. S”) and the ~~dates~~Company ~~described~~did ~~below:~~ not engage in any general solicitation or advertising regarding this offering.

i.48

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

~~ii.~~(A Development Stage Company)

~~250,000~~Notes ~~restricted~~to ~~common~~Consolidated ~~shares~~Financial ~~on or before November 1, 2011;~~statements

~~iii.~~Note 4 – Share Capital (continued)

~~250~~On June 11, 2012 the Company completed a private placement offering of its common stock which raised aggregate cash proceeds of US$80,000. This offering was comprised of 533,333 restricted common shares onat $0.15 per share and 533,333 restricted common shares were issued. These shares were issued pursuant to Regulation S of the Securities Act of 1933, as amended (“Reg. S”) and the Company did not engage in any general solicitation or ~~before~~advertising ~~November~~regarding 1this offering. The consideration paid for this private placement was comprised of $80,000 which was recorded in the Company's March 31, 2012; ~~and~~quarter-end Balance Sheet as Shares Subscribed But Unissued.

ivAt June 30, 2012, there were 440,416,666 shares of our common stock issued and outstanding and no preferred stock issued and outstanding.

~~250,000~~Note ~~restricted~~5 ~~common~~– ~~shares~~Mineral onProperty ~~or before November 1, 2013.~~Impairments

~~Upon~~As ~~satisfaction~~recorded ~~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~~details ~~Peak Property, subject to certain royalties reserved to Optionor per the terms~~ of the ~~Option~~Discontinued ~~Agreement,~~Operation ~~and~~ in ~~and~~Note to9, ~~any resulting mineral permits or leases. If~~ the Company ~~fails~~recognized tomineral ~~deliver~~impairments ortotaling ~~pay~~$15,000 ~~the~~and ~~Option~~$37,875 ~~Price~~respectively ~~within~~during the ~~time~~twelve month periods ~~set~~ended ~~forth~~June ~~above~~30, ~~the~~2012 ~~Option~~ and ~~the~~June ~~Option Agreement shall terminate~~ 30 ~~days after Optionor provides written notice to the Company of such failure~~, ~~during~~2011. ~~which~~Mineral ~~time~~property ~~the~~impairments ~~Company~~since ~~may~~inception ~~deliver~~have ortotaled ~~pay the consideration overdue and therefore maintain the Option in good standing~~$52,875.

Note 116 – ~~Impairments~~Software onAcquisition ~~Mineral~~and ~~Properties~~Software Impairment Charges

AsOn ~~detailed~~May ~~in Note 10~~8, on2012 ~~June~~(the ~~24,~~"Effective ~~2011,~~Date") the Company ~~signed~~entered ~~the~~into ~~Pilot Peak Property Agreement for purchase of~~ a ~~100%~~software ~~ownership interest in certain mineral claims in California~~property, ~~USA~~technical ~~and~~information ~~made initial cash~~ and ~~shares~~trademark ~~payments~~license ~~totaling~~agreement ~~$37,875.~~(the To"License ~~conform~~Agreement") with ~~generally~~ThinkCorp ~~accepted accounting principles~~AG, ~~pertaining to~~ (the ~~classification~~"Licensor"). ofUnder the ~~mineral~~License ~~properties as assets~~Agreement, anthe ~~impairment~~Company ~~charge~~acquired ofsoftware ~~$(37,875)~~properties ~~was~~and ~~entered~~software ~~against~~property ~~this~~applications ~~asset~~to ~~based~~a onInternet ~~the~~Social ~~Company’s~~Media ~~impairment~~technology ~~analysis~~business asconcept ofcalled ~~June 30, 2010~~“Zngle”.

~~Note~~The 12License –Agreement ~~Income~~provides ~~Taxes~~the Company with the rights to technical information including all unpublished research and development information, the formulation of proprietary products, method, software inventions, know-how, trade secrets, and technical data that are needed to support the Zngle business concept, including a worldwide exclusive license to the “Zngle” trademark and all of its likenesses and to certain software, source code, technical information, trademarks, and domain names which were developed and/or owned by ThinkCorp AG (the "License"). The term of the License, to the extent of the worldwide Licensed Territory, is 500 years beginning from the Effective Date. In exchange for the License, the Company has agreed to make the following scheduled payments to Licensor:

The Company is subject to federal income taxes in the US. The Company has had no net income and therefore has not paid income taxes, nor has any income taxes owing.


Payment Due Date	Amount
May 8, 2013	$2,000,000
May 8, 2014	$3,000,000
May 8, 2015	$5,000,000
May 8, 2016	$5,000,000
May 8, 2017	$7,000,000
TOTAL	$22,000,000

~~Deferred~~Additionally, ~~income taxes arise from temporary timing differences in~~ the ~~recognition~~Company ofhas ~~income~~also ~~and~~agreed ~~expenses~~to ~~for~~pay ~~financial~~ThinkCorp ~~reporting~~AG ~~and~~a ~~tax~~five ~~purposes.~~percent ~~The~~(5%) ~~Company's~~royalty ~~deferred~~on ~~tax~~all ~~assets~~net ~~consist~~sales ~~entirely~~derived ~~of the benefit~~ from ~~net operating loss carry-forwards. The Company's deferred tax assets are offset by a valuation allowance due to~~ the ~~uncertainty~~use of the ~~realization~~software ofproperties, ~~the~~technical ~~net~~information ~~operating loss carry-forwards. Net operating loss carry-forwards may be further limited by a change in company ownership~~ and ~~other~~trademarks ~~provisions~~within of the ~~tax~~agreed ~~laws~~territory.

Due to the change of control of the Company which occurred on May 11, 2011, under Section 382 of the Internal Revenue Code, there may be limitations on the amount of Net Operating Loss carryforwards the Company will be able to use in the future. Some of the loss carryforwards may be unusable.49

~~Income~~RARUS ~~taxes~~TECHNOLOGIES atINC. ~~the~~AND ~~statutory rate are reconciled to the Company’s actual income taxes as follows:~~ SUBSIDIARY

Income tax benefit at statutory rate resulting from net operating Loss carryforward	(35%)
Deferred income tax valuation allowance	35%
Actual tax rate	0%

(A Development Stage Company)

~~The~~Notes ~~Company's~~to ~~deferred~~Consolidated ~~tax~~Financial ~~assets, valuation allowance, and change in valuation allowance are as follows (“NOL” denotes Net Operating Loss):~~statements

Year Ending		Estimated NOL Carry-forward	NOL Expires		Estimated Tax Benefit from NOL		Valuation Allowance		Net Tax Benefit
2010		(6,800)	2030		2,380		(2,380)		—
2011		(39,609)	2030		13,863		(13,863)		—
	$	(46,409)		$	16,243	$	(16,243)	$	—

Note 6 – Software Acquisition and Software Impairment Charges (continued)

The ~~total~~License ~~valuation~~Agreement ~~allowance~~is ~~for~~cancellable ~~the~~on ~~year~~60 ~~ended~~days ~~June~~notice ~~30,~~by ~~2011~~either ~~was~~party ~~$(16~~without any penalties,~~243)~~ ~~which~~with ~~increased~~the byprovision ~~$(13,243)~~that ~~for~~all ~~the~~pro-rata ~~year~~royalties ~~ended~~up ~~June~~to ~~30,~~and ~~2011~~including cancellation date would be paid to Licensor.

38On June 5, 2012, the Company paid $350,000 to the Licensor as an installment toward its first payment commitment of $2,000,000 due May 8, 2013. At June 30, 2012, the Company did an assessment of whether this payment would meet the characteristics required to record it as an asset at year-end and determined that an impairment charge of $350,000 should be reflected as of June 30, 2012 because the Company could not substantiate that there would be a future economic benefit arising from this payment.

~~ITEM~~Note 9.7 ~~CHANGES~~– INLoans ~~AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE~~

WeOn ~~have~~August ~~had~~23, no2011, ~~disagreements~~the ~~with~~Company ~~accountants~~issued a Promissory Note ('Note One') to an unrelated corporation (which also loaned the funds for Note Two, Note Three and Note Four described below; hereinafter defined as the 'Lender') in the amount of $34,000 to evidence a loan the Company received on ~~accounting~~May 3, 2011. Note One accrues simple interest of 10% per annum and ~~financial~~is ~~disclosure~~due upon ten days written from the Lender. Interest on this loan of $3,464 accrued during the twelve month period ended June 30, 2012 and has accrued total interest of $4,014 since advance on May 3, 2011. Including accrued interest, the total balance owing on Note One was $38,014 at June 30, 2012.

~~ITEM~~On 9AAugust 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. ~~CONTROLS~~Note ~~AND~~Two ~~PROCEDURES~~accrues simple interest of 10% per annum and is due upon ten days written from the Lender. Interest on this loan of $3,657 accrued during the twelve month period ended June 30, 2012 and has accrued total interest of $3,657 since advance on August 2, 2011. Including accrued interest, the total balance owing on Note Two was $43,622 at June 30, 2012.

~~Evaluation~~On August 23, 2011, the Company issued a third Promissory Note (the “Note Three”) to the Lender in the amount of ~~Disclosure~~$24,965 ~~Controls~~to evidence a loan the Company received on August 23, 2011. Note Three accrues simple interest of 10% per annum and ~~Procedures~~is due upon ten days written from the Lender. Interest on this loan of $2,141 accrued during the twelve month period ended June 30, 2012 and has accrued total interest of $2,141 since advance on August 23, 2011. Including accrued interest, the total balance owing on Note Three was $27,106 at June 30, 2012.

~~The~~On ~~Company~~August ~~maintains~~29, ~~disclosure~~2011, ~~controls~~the ~~and~~Company ~~procedures~~issued ~~that~~a ~~are~~fourth ~~designed~~Promissory toNote ~~ensure~~(the ~~that~~“Note ~~information~~Four”) ~~required~~ to bethe ~~disclosed~~Lender in the ~~Company's~~amount ~~Exchange~~of ~~Act reports is recorded~~$9,992 ~~processed,~~to ~~summarized~~evidence ~~and~~a ~~reported~~loan ~~within~~ the ~~time communicated to the~~ Company's ~~management,~~received ~~including~~on ~~its~~August ~~Chief Executive Officer and Chief Financial Officer~~26, as2011. ~~appropriate,~~Note toFour ~~allow~~accrues ~~timely~~simple ~~decisions~~interest ~~regarding required disclosure based closely on the definition~~ of ~~"disclosure~~10% ~~controls~~per ~~and~~annum ~~procedures" in Rule 13a-15(e). The Company's disclosure controls~~ and ~~procedures~~is ~~are~~due ~~designed~~upon toten ~~provide~~days awritten ~~reasonable~~from ~~level of assurance of reaching~~ the ~~Company's desired disclosure control objectives~~Lender. InInterest ~~designing~~on ~~periods~~this ~~specified~~loan inof ~~the~~$849 ~~SEC's~~accrued ~~rules~~during ~~and forms, and that such information is accumulated and evaluating~~ the ~~disclosure~~twelve ~~controls~~month ~~and~~period ~~procedures,~~ended ~~management~~June ~~recognized that any controls and procedures~~30, no2012. ~~matter~~Note ~~how~~Four ~~well~~has ~~designed~~accrued ~~and~~total ~~operated,~~interest ~~can provide only reasonable assurance~~ of ~~achieving~~$849 ~~the~~since ~~desired~~advance ~~control~~on ~~objectives~~August 26, ~~and management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures~~2011. The ~~Company's~~total ~~certifying~~balance ~~officer~~owing ~~has~~on ~~concluded~~Note ~~that~~Four ~~the~~was ~~Company's~~$10,841 ~~disclosure~~at ~~controls~~June ~~and~~30, ~~procedures are not effective in reaching that level of assurance~~2012.

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.50

~~Management's~~RARUS ~~Report~~TECHNOLOGIES onINC. ~~Internal~~AND ~~Control over Financial Reporting~~SUBSIDIARY

~~Management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting~~ (asA ~~defined~~Development inStage ~~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.

AsNotes ofto ~~June~~Consolidated ~~30,~~Financial 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 June 30, 2011, as a result of the identification of the material weaknesses described below.statements

ANote ~~material~~8 ~~weakness~~– isAdvances aand ~~deficiency~~loans orfrom ~~combination~~stockholders 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~~On May 11, ~~management~~2011, ~~identified~~the Company received a stockholder advance from its CEO which arose when he contributed $18,500 in expenses he had personally incurred for mineral property staking related to the ~~following~~Pilot ~~control~~Peak ~~weaknesses:~~Property. This advance is unsecured and carries no interest rate or repayment terms. To conform with GAAP, imputed interest (at 8% per annum) on this shareholder advance was calculated on the outstanding balance and the resulting imputed interest of $1,480 for the twelve month period ended June 30, 2012 was recorded as Interest Expense in the Statement of Operations, with corresponding entries to Additional Paid-in-Capital amounts shown on the Balance Sheet, Statement of Stockholders' Equity and Statement of Cash Flows.

~~(1)~~Note ~~The~~9 ~~Company~~– ~~has~~Income 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; Taxes

~~(2)~~ The Company ~~has~~is ~~installed~~subject ~~accounting~~to ~~software~~federal ~~that~~income ~~does~~taxes ~~not~~in ~~prevent~~the ~~erroneous~~US. orThe ~~unauthorized~~Company ~~changes~~has tohad ~~previous~~no ~~reporting~~net ~~periods~~income and ~~does~~therefore has not ~~provide~~paid anincome ~~adequate~~taxes, ~~audit~~nor ~~trail~~has ofany ~~entries~~income ~~made~~taxes ~~in the accounting software~~owing.

39Deferred income taxes arise from temporary timing differences in the recognition of income and expenses for financial reporting and tax purposes. The Company's deferred tax assets consist entirely of the benefit from net operating loss carry-forwards. The Company's deferred tax assets are offset by a valuation allowance due to the uncertainty of the realization of the net operating loss carry-forwards. Net operating loss carry-forwards may be further limited by a change in company ownership and other provisions of the tax laws.

~~Accordingly,~~Due ~~while~~to the ~~Company~~change ~~has identified certain material weaknesses in its system~~ of ~~internal~~ control ~~over~~of ~~financial~~the ~~reporting,~~Company itwhich ~~believes~~occurred ~~that~~on itMay ~~has~~11, ~~taken~~2011, ~~reasonable~~under ~~steps~~Section to382 ~~ascertain~~of ~~that~~ the ~~financial~~Internal ~~information~~Revenue ~~contained~~Code, inthere ~~this~~may ~~report~~be islimitations inon ~~accordance~~the ~~with~~amount ~~generally~~of ~~accepted~~Net ~~accounting~~Operating ~~principles.~~Loss ~~Management~~carryforwards ~~has~~the ~~determined~~Company ~~that~~will ~~current resources would~~ be ~~appropriately~~able ~~applied~~to ~~elsewhere~~use ~~and~~in ~~when~~the ~~resources~~future. ~~permit,~~Some ~~they~~of ~~will~~the ~~alleviate~~loss ~~material~~carryforwards ~~weaknesses~~may ~~through~~be ~~various steps~~unusable.

~~Remediation~~Income ~~Plan~~taxes at the statutory rate are reconciled to the Company’s actual income taxes as follows:

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.


Income tax benefit at statutory rate resulting from net operating Loss carryforward	(35%)
Deferred income tax valuation allowance	35%
Actual tax rate	0%

~~Changes~~The Company's deferred tax assets, valuation allowance, and change in ~~Internal~~valuation ~~Control~~allowance ~~over~~are ~~Financial~~as ~~Reporting~~follows (“NOL” denotes Net Operating Loss):

~~During the fourth quarter of the Company’s fiscal year ended June 30, 2011, no material changes were made to the Company’s internal control over financial reporting~~51

~~Limitations~~RARUS onTECHNOLOGIES ~~the~~INC. ~~Effectiveness~~AND ~~of Controls~~SUBSIDIARY

~~The Company has confidence in its revised regime of internal controls and procedures. Nevertheless, the Company’s management~~ (~~including~~A ~~the~~Development ~~Chief~~Stage 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.~~)

~~ITEM~~Notes ~~9B.~~to ~~OTHER~~Consolidated ~~INFORMATION~~Financial statements

~~None.~~Note 9 – Income Taxes (continued)

PART III


Year Ending		Estimated NOL Carry-forward	NOL Expires		Estimated Tax Benefit from NOL		Valuation Allowance		Net Tax Benefit

2010		(6,800)	2030		2,380		(2,380)		—
2011		(39,609)	2031		13,863		(13,863)		—
2012		(582,904)	2032		204,016		(204,016)		—
	$	(629,313)	—	$	220,259	$	(220,259)	$	—

~~ITEM~~The ~~10.~~total ~~DIRECTORS,~~valuation ~~EXECUTIVE~~allowance ~~OFFICERS,~~for ~~PROMOTERS~~the ~~AND~~year ~~CONTROL~~ended ~~PERSONS;~~June ~~COMPLIANCE~~30, ~~WITH~~2012 ~~SECTION~~was 16$(a220,259) OFwhich ~~THE~~increased ~~EXCHANGE~~by ~~ACT~~$(204,016) for the year ended June 30, 2012.

~~Directors~~Note ~~and~~10 ~~Executive~~– ~~Officers~~Discontinued Operation

~~The~~On ~~following~~May ~~table~~8, ~~sets~~2012, ~~forth~~the ~~certain~~Company ~~information~~incorporated ~~regarding~~a ~~the~~wholly ~~executive~~owned ~~officer~~subsidiary named Zngle, Inc. to act as its operations center for a Social Media enterprise and ~~director~~all ofactivities ~~Rarus~~in ~~Minerals~~its ~~Inc.~~former mining business were terminated and are treated as ofa ~~June~~Discontinued ~~30,~~Operation ~~2011~~in these financial statements.

~~All~~The ~~directors~~components of ~~our~~discontinued ~~company~~operations ~~hold~~summarized ~~office~~on ~~until~~ the ~~next~~Statement ~~annual meeting~~ of ~~the~~Operations ~~security~~arising ~~holders~~from orthe ~~until~~closure ~~their successors have been elected and qualified. The officers~~ of our ~~company~~previous ~~are~~business ~~appointed~~on byMay ~~our board of directors and hold office until their death~~8, ~~resignation~~2012 ~~or removal from office. Our directors and executive officers, their ages, positions held, and duration as such,~~ are as follows:

Name	Positions Held with the Company	Age	Date First Elected or Appointed
OTHER (EXPENSE):		Year ended June 30, 2012		Year ended June 30, 2011		June 23, 2010 (inception) through June 30, 2012
Manfred Ruf	Director, Chair, President and Chief Executive Officer, Chief Financial Officer, and Secretary & Treasurer	56	May 11, 2011
Exploration expenses	$	(52,813)	$	(18,500)	$	(71,313)
Mineral properties impairments(1)		(15,000)		(37,875)		(52,875)
Gain from debt cancellation(2)		—		49,500		49,500
Impairment loss – website/domains(3)		—		(3,725)		(3,725)
Discontinued Operation	$	(67,813)	$	(10,600)	$	(78,413)

~~The board of directors has no nominating, audit or compensation committee at this time.~~NOTES:

~~Term~~(1) As required by generally accepted accounting principles ('GAAP'), impairments were charged against the Company's previous investments in mineral properties during the relevant financial periods. During the twelve month period ended June 30, 2012 the Company affirmed past and current impairment charges totaling $37,875 relating to the Pilot Peak Property and charged an impairment of ~~Office~~$15,000 against the Eagleville Property, bringing total mineral property impairments recorded in the discontinued operation to $52,875.

Each director is elected by the Board of Directors and serves until his or her successor is elected and qualified, unless he or she resigns or is removed earlier. Each of our officers is elected by the Board of Directors to a term of one (1) year and serves until his or her successor is duly elected and qualified, or until he or she is earlier removed from office or resigns.52

40RARUS TECHNOLOGIES INC. AND SUBSIDIARY

~~Background~~(A ~~and~~Development ~~Business~~Stage ~~Experience~~Company)

~~The~~Notes ~~business~~to ~~experience~~Consolidated ~~during~~Financial ~~the past five years of the person presently listed above as an Officer or Director of the Company is as follows:~~statements

~~MANFRED~~Note ~~RUF.~~10 ~~Manfred~~– ~~Ruf~~Discontinued isOperation the Company’s President, Chief Executive Officer, Chief Financial Officer, Secretary & Treasurer and Director. Mr. Ruf is an accomplished businessman with over twenty five years of professional experience as an independent consultant for several companies. While serving as an independent consultant from 1985 to present, Mr. Ruf’s responsibilities have included managing projects and employees, performing accounting services, optimizing business processes, customizing production planning, analyzing operations, computer programming, maintaining financial software and logistics, preparing various reports, and training new employees. In light of Mr. Ruf’s years of experience in management and finance, as well as his technical training in computer programming, the Board of Directors believed it was in the best interests of the Company to appoint Mr. Ruf as its sole officer and director.(continued)

~~Identification~~(2) The Gain from Debt Cancellation arose on May 11, 2011 when two former officers of ~~Significant~~the ~~Employees~~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 two 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 and produced a non-cash gain of $49,500.

We(3) ~~have~~The noImpairment ~~significant~~loss ~~employees~~– ~~other~~website/domains ~~than~~arose Mron July 22, 2011 when the Company sold its former website and all rights it held to certain domain names. ~~Manfred~~Due ~~Ruf~~to this transaction, ~~our~~an ~~President~~impairment loss on the website/domain names assets was entered for the year ended June 30, ~~Chief~~2011. ~~Executive~~The ~~Officer~~net impairment loss was based on the recorded asset value of the websites/domain names of $6,000, ~~Chief~~less ~~Financial~~accumulated ~~Officer~~amortization of $(2,000), ~~Secretary~~less &forgiveness ~~Treasurer~~of ~~and~~an ~~Director~~account payable for hosting fees of $275, resulting in a net impairment loss of: $(3,725).

~~Family~~Note ~~Relationship~~11 – Subsequent Events

WeThe ~~currently~~Company dohas ~~not~~evaluated ~~have~~subsequent ~~any~~events ~~officers~~through orSeptember ~~directors~~28, of2012, ~~our~~which ~~Company~~is ~~who~~the date these consolidated financial statements were issued and found there are ~~related~~no events to ~~each other~~report.

~~Involvement in Certain Legal Proceedings~~53

~~During~~ITEM ~~the past ten years no director, executive officer, promoter or control person of the Company has been involved in the following:~~9.

~~(1)~~CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

AWe ~~petition~~have ~~under~~had ~~the~~no ~~Federal~~disagreements ~~bankruptcy~~with ~~laws~~accountants oron ~~any~~accounting ~~state~~and ~~insolvency~~financial law which was filed by or against, or a receiver, fiscal agent or similar officer was appointed by a court for the business or property of such person, or any partnership in which he was a general partner at or within two years before the time of such filing, or any corporation or business association of which he was an executive officer at or within two years before the time of such filing;disclosure.

~~(2)~~ITEM ~~Such person was convicted in a criminal proceeding or is a named subject of a pending criminal proceeding (excluding traffic violations and other minor offenses);~~9A.

~~(3)~~CONTROLS AND PROCEDURES

~~Such~~Evaluation ~~person was the subject~~ of ~~any~~Disclosure ~~order,~~Controls ~~judgment,~~and ~~or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him from, or otherwise limiting, the following activities:~~Procedures

iThe 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.

~~Acting~~At asthe aend ~~futures~~of ~~commission~~the ~~merchant,~~period ~~introducing~~being ~~broker,~~reported ~~commodity trading advisor~~upon, ~~commodity~~the ~~pool~~Company ~~operator,~~carried ~~floor~~out ~~broker,~~an ~~leverage transaction merchant~~evaluation, ~~any~~under ~~other~~the ~~person~~supervision ~~regulated~~and bywith the ~~Commodity~~participation ~~Futures~~of ~~Trading~~the ~~Commission~~Company's management, orincluding anthe ~~associated~~Company's ~~person~~Chief ofExecutive ~~any~~Officer ofand the ~~foregoing,~~Company's orChief asFinancial ~~an investment adviser~~Officer, ~~underwriter,~~of ~~broker~~the oreffectiveness ~~dealer~~of inthe ~~securities,~~design orand asoperation anof ~~affiliated~~the ~~person,~~Company's ~~director~~disclosure orcontrols ~~employee~~and ofprocedures. ~~any~~Based ~~investment~~on ~~company,~~the ~~bank~~foregoing, ~~savings~~our ~~and~~Chief ~~loan~~Executive ~~association~~Officer orand ~~insurance~~Chief ~~company,~~Financial orOfficer ~~engaging~~concluded inthat orour ~~continuing~~disclosure ~~any~~controls ~~conduct~~and orprocedures ~~practice~~were innot ~~connection with such activity;~~effective.

~~ii.~~Management's Report on Internal Control over Financial Reporting

~~Engaging~~Management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in ~~any~~Section ~~type~~13a-15(f) of ~~business~~the ~~practice~~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.

~~iii~~As of June 30, 2012, 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 June 30, 2012, as a result of the identification of the material weaknesses described below.

~~Engaging~~A inmaterial ~~any~~weakness ~~activity~~is ina ~~connection~~deficiency ~~with~~or ~~the~~combination ~~purchase~~of ordeficiencies ~~sale~~in ofinternal ~~any~~control ~~security~~over orfinancial ~~commodity~~reporting, orsuch inthat ~~connection~~there ~~with~~is ~~any~~a ~~violation~~reasonable possibility that a material misstatement of ~~Federal~~the annual or ~~State~~interim ~~securities~~financial ~~laws~~statements will not be prevented or ~~Federal~~detected ~~commodities~~on ~~laws;~~a timely basis.

~~(4)~~54

~~Such person was the subject of any order~~Specifically, ~~judgment~~management oridentified ~~decree, not subsequently reversed, suspended or vacated, of any Federal or State authority barring, suspending or otherwise limiting for more than 60 days~~ the ~~right~~following ofcontrol ~~such~~weaknesses: ~~person to engage in any activity described in paragraph (f)(3)(i) of this section, or to be associated with persons engaged in any such activity;~~

41(1) The Company has not properly segregated duties as one individual initiates, authorizes, and completes all transactions. The Company has not implemented measures that would prevent the individual 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;

(52) 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.

~~Such~~Accordingly, ~~person~~while ~~was~~the ~~found~~Company byhas aidentified ~~court~~certain ofmaterial ~~competent~~weaknesses ~~jurisdiction~~ in aits ~~civil~~system ~~action~~of orinternal bycontrol ~~the~~over ~~Commission~~financial toreporting, ~~have~~it ~~violated~~believes ~~any~~that ~~Federal~~it orhas ~~State~~taken ~~securities~~reasonable ~~law,~~steps ~~and~~to ascertain that the ~~judgment~~financial information contained in ~~such~~this ~~civil~~report ~~action~~is orin ~~finding~~accordance bywith ~~the~~generally ~~Commission~~accepted accounting principles. Management has ~~not~~determined ~~been~~that ~~subsequently~~current ~~reversed,~~resources ~~suspended~~would be appropriately applied elsewhere and when resources permit, orthey ~~vacated;~~will alleviate material weaknesses through various steps.

~~(6)~~Remediation Plan

~~Such~~We ~~person~~have ~~was~~identified ~~found~~that byadditional astaff ~~court~~will ofbe ~~competent~~required ~~jurisdiction~~to inproperly asegment ~~civil~~the ~~action~~accounting orduties byof the ~~Commodity~~Company. ~~Futures Trading Commission to have violated any Federal commodities law~~However, ~~and~~we ~~the~~do ~~judgment~~not incurrently ~~such~~have ~~civil~~resources ~~action~~to orfulfill ~~finding~~this bypart ~~the~~of ~~Commodity~~our ~~Futures~~plan ~~Trading~~and ~~Commission~~will ~~has~~be ~~not~~addressing ~~been~~this ~~subsequently~~matter ~~reversed,~~once ~~suspended~~sufficient orresources ~~vacated;~~are available.

~~(7)~~Changes in Internal Control over Financial Reporting

~~Such~~During ~~person was~~ the ~~subject~~fourth quarter of, orthe aCompany’s ~~party~~fiscal ~~to,~~year ~~any~~ended ~~Federal~~June ~~or State judicial or administrative order~~30, ~~judgment~~2012, ~~decree,~~no ormaterial ~~finding,~~changes ~~not~~were ~~subsequently~~made ~~reversed,~~to ~~suspended~~the orCompany’s ~~vacated,~~internal ~~relating~~control toover anfinancial ~~alleged violation of:~~reporting

i.Limitations on the Effectiveness of Controls

~~Any~~The ~~Federal~~Company orhas ~~State~~confidence ~~securities~~in orits ~~commodities~~revised ~~law~~regime orof ~~regulation;~~internal orcontrols 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.

iiITEM 9B.

~~Any~~OTHER law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order; orINFORMATION

~~iii~~None.

~~Any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or~~55

~~(8)~~PART III

~~Such~~ITEM person was the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U10.S.C. 78c(a)(26))), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29))), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

~~Audit~~DIRECTORS, ~~Committee~~EXECUTIVE ~~and~~OFFICERS, ~~Audit~~PROMOTERS ~~Committee~~AND ~~Financial~~CONTROL ~~Expert~~PERSONS; COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT

~~The Company does not have an audit committee or an audit committee financial expert (as defined in Item 407 of Regulation S-K) serving on its Board of~~ Directors. ~~All~~and ~~current~~Executive members of the Board of Directors lack sufficient financial expertise for overseeing financial reporting responsibilities. The Company has not yet employed an audit committee financial expert on its Board due to the inability to attract such a person. Officers

The ~~Company~~following ~~intends~~table tosets ~~establish~~forth ancertain ~~audit~~information ~~committee~~regarding of the ~~board~~executive ofofficer directors, which will consist of independent directors. The audit committee’s duties will be to recommend to the Company’s board of directors the engagement of an independent registered public accounting firm to audit the Company’s financial statements and todirector ~~review the Company’s accounting and auditing principles. The audit committee will review the scope, timing and fees for the annual audit and the results~~ of ~~audit~~Rarus ~~examinations~~Technologies ~~performed by the internal auditors and independent registered public accounting firm, including their recommendations to improve the system of accounting and internal controls~~Inc. ~~The~~as ~~audit committee will at all times be composed exclusively~~ of ~~directors~~June ~~who are~~30, in the opinion of the Company’s board of directors, free from any relationship which would interfere with the exercise of independent judgment as a committee member and who possess an understanding of financial statements and generally accepted accounting principles2012.

~~Code~~All directors of ~~Ethics~~our company hold office until the next annual meeting of the security holders or until their successors have been elected and qualified. The officers of our company are appointed by our board of directors and hold office until their death, resignation or removal from office. Our directors and executive officers, their ages, positions held, and duration as such, are as follows:

We have adopted a Code of Ethics (the “Code”) that applies to our directors, officers and employees, including our chief executive officer and chief financial officer. A written copy of the Code is available upon written request to the Company.

Name

Positions Held
with the Company

Age

Date First Elected or Appointed

Manfred Ruf

Director, Chair, President and Chief Executive Officer, Chief Financial Officer, and Secretary & Treasurer

May 11, 2011

~~Compliance~~The ~~with~~board ~~Section~~of ~~16(a)~~directors ofhas ~~the~~no ~~Exchange~~nominating, ~~Act~~audit or compensation committee at this time.

WeTerm ~~do not yet have a class~~ of ~~equity securities registered under the Securities Exchange Act of 1934, as amended. Hence, compliance with Section 16(a) thereof by our officers and directors is not required.~~Office

42Each director is elected by the Board of Directors and serves until his or her successor is elected and qualified, unless he or she resigns or is removed earlier. Each of our officers is elected by the Board of Directors to a term of one (1) year and serves until his or her successor is duly elected and qualified, or until he or she is earlier removed from office or resigns.

~~ITEM~~Background ~~11.~~and ~~EXECUTIVE~~Business ~~COMPENSATION~~Experience

~~Executive~~The ~~Compensation~~business experience during the past five years of the person presently listed above as an Officer or Director of the Company is as follows:

~~The~~MANFRED ~~particulars~~RUF. Manfred Ruf is the Company’s President and Chief Executive Officer, Chief Financial Officer, Secretary and Treasurer and Sole Director. Mr. Ruf is an accomplished businessman with over twenty six years of ~~compensation~~professional ~~paid~~experience byas ~~our~~an ~~company~~independent consultant for several companies. While serving as an independent consultant from 1985 to present, Mr. Ruf’s responsibilities have included managing projects and employees, performing accounting services, optimizing business processes, customizing production planning, analyzing operations, computer programming, maintaining financial software and logistics, preparing various reports, and training new employees. In light of Mr. Ruf’s years of experience in management and finance, as well as his technical training in computer programming, the ~~following~~Board ~~persons:~~of Directors believed it was in the best interests of the Company to appoint Mr. Ruf as its sole officer and director.

~~(a)~~Identification of Significant Employees

We have no significant employees other than Mr. Manfred Ruf, our ~~principal~~President, ~~executive~~Chief ~~officer;~~Executive Officer, Chief Financial Officer, Secretary & Treasurer and Director.

~~(b)~~Family Relationships

~~each~~We ofcurrently ~~our~~do ~~two~~not ~~most~~have ~~highly~~any ~~compensated executive~~ officers ~~who~~or ~~were~~directors ~~serving as executive officers at the end~~ of ~~the~~our ~~year~~Company ~~ended~~who ~~June~~are ~~30,~~related ~~2011~~to ~~and~~each ~~June 30, 2010; and~~other.

~~(c)~~56

upInvolvement to two additional individuals for whom disclosure would have been provided under (b) but for the fact that the individual was not serving as an executive officer at the end of the year ended June 30, 2011, who we will collectively refer to as our named executive officers are set out in ~~the~~Certain ~~following~~Legal ~~summary compensation table:~~ Proceedings

~~The~~During ~~following~~the ~~table~~past ~~sets~~ten ~~forth~~years ~~the~~no ~~salaries and~~ director, ~~fees we paid to our current~~ executive ~~officers~~officer, inpromoter ~~our~~or ~~most~~control ~~recent~~person ~~fiscal~~of ~~year~~the ~~ended~~Company ~~June~~has ~~30,~~been ~~2011~~involved ~~and~~in ~~since~~the ~~inception~~following:

Name and Principal Positions	Fiscal Year	Salary ($)	Bonus ($)	Other Annual Compensation ($)	Restricted Stock Awards/SARs ($) (1)	Securities Underlying Options/SARs (#)	LTIP Payouts ($) (2)	All Other Compensation ($)(3)
Manfred Ruf President and CEO, CFO, Secretary & Treasurer, Chair, and Director(4)	2011 2010	$Nil n/a	$Nil n/a	$Nil n/a	$Nil n/a	$Nil n/a	$Nil n/a	$Nil n/a
Kenneth Yonika President and CEO, CFO, Secretary & Treasurer, Chair, and Director(5)	2011 2010	$Nil $Nil	$Nil $Nil	$Nil $Nil	$Nil $Nil	$Nil $Nil	$Nil $Nil	$500 $6,500
Anthony Pena Director(6)	2011 2010	$Nil $Nil	$Nil $Nil	$Nil $Nil	$Nil $Nil	$Nil $Nil	$Nil $Nil	$7,000 $Nil

(1)

~~Notes:~~A petition under the Federal bankruptcy laws or any state insolvency law which was filed by or against, or a receiver, fiscal agent or similar officer was appointed by a court for the business or property of such person, or any partnership in which he was a general partner at or within two years before the time of such filing, or any corporation or business association of which he was an executive officer at or within two years before the time of such filing;

(12) Such person was convicted in a criminal proceeding or is a named subject of a pending criminal proceeding (excluding traffic violations and other minor offenses);

~~SAR’s are “Stock Appreciation Rights”. We have to date not issued any SARs.~~(3)

~~(2)~~Such person was the subject of any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him from, or otherwise limiting, the following activities:

~~LTIP’s are “Long-Term Incentive Plans”~~i. ~~We have to date not created and LTIPs.~~

~~(3)~~Acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, any other person regulated by the Commodity Futures Trading Commission, or an associated person of any of the foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person, director or employee of any investment company, bank, savings and loan association or insurance company, or engaging in or continuing any conduct or practice in connection with such activity;

~~There are no compensatory plans or arrangements with respect to our executive officers resulting from their resignation, retirement or other termination of employment or from a change of control~~ii.

~~(4)~~Engaging in any type of business practice; or

~~Effective May 11, 2011, Mr~~iii. ~~Manfred Ruf was appointed as a Director, President, Chief Executive Officer, Chief Financial Officer, and Secretary & Treasurer of our company.~~

~~(5)~~Engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of Federal or State securities laws or Federal commodities laws;

Effective June 24, 2010, Mr. Kenneth Yonika was appointed as a Director, President, Chief Executive Officer, Chief Financial Officer, and Secretary & Treasurer of our company. During the year ended June 30, 2010, Mr. Yonika received 325,000,000 shares of common stock (~~as adjusted for 50-for-1 forward split~~4) of the Company in exchange for organizational costs/services to the Company, such compensation was valued at $6,500. Mr. Yonika was paid director compensation of $500 during the year ended June 30, 2011. On May 11, 2011, Mr. Yonika resigned from all positions with the Company, including his positions as President, Chief Executive Officer, Chief Financial Officer, Treasurer, Secretary and Director. Mr. Yonika informed the Company that his decision to resign was not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies, practices or otherwise.

Such person was the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any Federal or State authority barring, suspending or otherwise limiting for more than 60 days the right of such person to engage in any activity described in paragraph (6f)(3)(i) of this section, or to be associated with persons engaged in any such activity;

Effective June 24, 2010, Mr. Anthony Pena was appointed as a Director and was paid director compensation of $7,000 during the year ended June 30, 2011. On May 11, 2011, Mr. Pena resigned his position as a director of the Company. Mr. Pena informed the Company that his decision to resign was not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies, practices or otherwise.(5)

43Such person was found by a court of competent jurisdiction in a civil action or by the Commission to have violated any Federal or State securities law, and the judgment in such civil action or finding by the Commission has not been subsequently reversed, suspended, or vacated;

~~ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS~~(6)

~~The~~Such ~~following~~person ~~table~~was ~~sets~~found ~~forth~~by ~~certain~~a ~~information~~court ~~concerning~~of ~~the~~competent ~~number~~jurisdiction ofin ~~shares~~a ofcivil ~~our~~action ~~Common~~or ~~Stock~~by ~~owned~~the ~~beneficially~~Commodity asFutures ofTrading ~~September~~Commission ~~27,~~to ~~2011,~~have ~~by:~~violated ~~(i)~~any ~~our~~Federal ~~director;~~commodities ~~(ii)~~law, ~~our~~and ~~named~~the ~~executive~~judgment ~~officer;~~in ~~and~~such ~~(iii)~~civil ~~each~~action ~~person~~ or ~~group~~finding ~~known~~ by usthe toCommodity ~~beneficially~~Futures ~~own~~Trading ~~more~~Commission ~~than~~has 5%not ofbeen ~~our~~subsequently ~~outstanding shares of common stock. Unless otherwise indicated~~reversed, ~~the~~suspended ~~shareholders~~or ~~listed below possess sole voting and investment power with respect to the shares they own.~~vacated;

Name and Address of Beneficial Owner	Amount and Nature of Beneficial Shares Owned(1)	Percent of Outstanding Ownership(2)
Manfred Ruf (3) 2850 W. Horizon Ridge Parkway, Suite 200 Henderson, NV, USA 89052	325,000,000 restricted common shares	74.8%
All Officers, Directors and Control Persons as a Group	325,000,000 restricted common shares	74.8%

(7)

~~Notes~~Such person was the subject of, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of:

~~(1)~~ i.

~~Based~~Any onFederal ~~434,750,000 shares of common stock issued and outstanding as of September 27, 2011. Beneficial ownership is determined in accordance with the rules of the SEC and generally includes voting~~ or ~~investment~~State ~~power with respect to~~ securities. ~~Except~~or ascommodities ~~otherwise~~law ~~indicated,~~or weregulation; believe that the beneficial owners of the common stock listed above, based on information furnished by such owners, have sole investment and voting power with respect to such shares, subject to community property laws where applicable.or

~~(2)~~ ii.

~~Within~~Any ~~sixty~~law ~~days,~~or noregulation ~~directors~~respecting orfinancial ~~officers,~~institutions or 5%insurance ~~shareholders~~companies including, ~~have~~but ~~the~~not ~~right~~limited to, ~~acquire~~a ~~any~~temporary ~~additional~~or ~~common~~permanent ~~shares~~injunction, order of ~~the~~disgorgement ~~Company.~~or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order; or

~~(3)~~ iii.

~~Manfred~~Any ~~Ruf~~law isor ~~the~~regulation ~~Company's~~prohibiting ~~President,~~mail ~~CEO,~~or ~~CFO,~~wire ~~Treasurer,~~fraud ~~Secretary~~or ~~and~~fraud ~~Director. Mr. Ruf acquired twelve million five hundred thousand (12,500,000) (pre-split) shares on May 11, 2011~~ in aconnection ~~private~~with ~~transaction~~any ~~from~~business ~~Domain~~entity; Media LLC (“Domain Media”) and Kenneth J. Yonika, our former President, Chief Executive Officer, Chief Financial Officer, Treasurer, Secretary and Director. This transaction effected a change of control of the Company. On June 24, 2011, Mr. Ruf submitted six million (6,000,000) of his shares for cancellation (pre-forward split), thereby reducing his shares to 6,500,000. Following the forward split, his beneficial ownership now comprises 325,000,000 common shares (post-forward split).or

~~ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.~~(8)

~~Related~~Such ~~Party~~person ~~Transactions~~was the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26))), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29))), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

On May 11, 2011, Mr. Kenneth Yonika and Domain Media LLC 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 parties 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 the Company's financial statements for the year ended June 30, 2011.57

OnAudit ~~July~~Committee ~~22, 2011, the Company sold its website~~ and ~~all~~Audit ~~rights~~Committee itFinancial held to domain names to Domain Media LLC. Due to this transaction, an impairment loss on these website/domain names assets has been entered in the Company's financial statements for the year ended June 30, 2011.This sale terminated the operations of the Company as an Internet search and advertising services provider, effective July 22,2011. The proceeds of the sale proceeds included the forgiveness by Domain Media, LLC of $275 for unpaid hosting, website management and reporting expenses for the period of June 1, 2011 to July 22, 2011. The net impairment loss was based on the recorded asset value of the websites/domain names of $6,000, less accumulated amortization of $(2,000), less the account payable of $275, resulting in a net impairment loss of: $(3,725). Expert

~~Other~~The ~~than~~Company ~~the~~does ~~foregoing,~~not ~~none~~have ofan ~~the~~audit ~~directors~~committee or ~~executive~~an ~~officers~~audit ofcommittee ~~the~~financial ~~Company,~~expert ~~nor~~(as ~~any~~defined ~~person~~in ~~who~~Item ~~owned~~407 of ~~record~~Regulation orS-K) ~~was~~serving ~~known~~on toits ~~own~~Board ~~beneficially~~of ~~more~~Directors. ~~than~~All 5%current members of the ~~Company’s~~Board ~~outstanding shares~~ of ~~its~~Directors ~~Common~~lack ~~Stock,~~sufficient ~~nor~~financial ~~any~~expertise ~~associate~~for oroverseeing ~~affiliate~~financial ofreporting ~~such~~responsibilities. ~~persons~~The orCompany ~~companies,~~ has ~~any~~not ~~material~~yet ~~interest,~~employed ~~direct~~an oraudit ~~indirect,~~committee infinancial ~~any~~expert ~~transaction~~on ~~that~~its ~~has~~Board ~~occurred~~due ~~during~~to the ~~past~~inability ~~fiscal~~to ~~year,~~attract orsuch ina ~~any proposed transaction, which has materially affected or will affect the Company~~person.

44The Company intends to establish an audit committee of the board of directors, which will consist of independent directors. The audit committee’s duties will be to recommend to the Company’s board of directors the engagement of an independent registered public accounting firm to audit the Company’s financial statements and to review the Company’s accounting and auditing principles. The audit committee will review the scope, timing and fees for the annual audit and the results of audit examinations performed by the internal auditors and independent registered public accounting firm, including their recommendations to improve the system of accounting and internal controls. The audit committee will at all times be composed exclusively of directors who are, in the opinion of the Company’s board of directors, free from any relationship which would interfere with the exercise of independent judgment as a committee member and who possess an understanding of financial statements and generally accepted accounting principles.

~~With~~Code ~~regard~~of ~~to any future related party transaction, we plan to fully disclose any and all related party transactions in the following manner:~~Ethics

·We have adopted a Code of Ethics (the “Code”) that applies to our directors, officers and employees, including our chief executive officer and chief financial officer. A written copy of the Code is available upon written request to the Company. During the fiscal year ended June 30, 2012, the Company reviewed its Code of Conduct and adopted an updated version which is attached to this Report as Exhibit 14.1.

~~Disclosing~~Compliance ~~such~~with ~~transactions~~Section in16(a) ~~reports~~of ~~where~~the ~~required;~~Exchange Act

·We do not yet have a class of equity securities registered under the Securities Exchange Act of 1934, as amended. Hence, compliance with Section 16(a) thereof by our officers and directors is not required.

~~Disclosing~~ITEM ~~in any and all filings with the SEC, where required;~~11.

·EXECUTIVE COMPENSATION

~~Obtaining~~Executive ~~disinterested directors consent; and~~Compensation

·The particulars of compensation paid by our company to the following persons:

~~Obtaining shareholder consent where required.~~(a)

~~Director~~our ~~Independence~~principal executive officer;

~~For purposes of determining director independence, we have applied the definitions set out in NASDAQ Rule 5605~~(ab)(2). The OTCBB on which shares of common stock are quoted does not have any director independence requirements. The NASDAQ definition of “Independent Officer” means a person other than an Executive Officer or employee of the Company or any other individual having a relationship which, in the opinion of the Company's Board of Directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.

~~According~~each toof ~~the~~our ~~NASDAQ~~two ~~definition,~~most ~~Manfred~~highly ~~Ruf~~compensated isexecutive ~~not~~officers anwho ~~independent~~were ~~director~~serving ~~because~~as heexecutive isofficers ~~also~~at anthe ~~executive~~end ~~officer~~ of the ~~Company.~~year ended June 30, 2012 and June 30, 2011; and

~~Review, Approval or Ratification of Transactions with Related Persons~~(c)

Weup ~~are~~to atwo ~~smaller~~additional ~~reporting~~individuals ~~company~~for whom disclosure would have been provided under (b) but for the fact that the individual was not serving as ~~defined~~an byexecutive ~~Rule~~officer ~~12b-2~~at the end of the ~~Securities~~year ~~Exchange~~ended ~~Act~~June of30, ~~1934~~2012, ~~and~~who ~~are~~we ~~not~~will ~~required~~collectively refer to ~~provide~~as our named executive officers are set out in the ~~information~~following ~~under~~summary ~~this~~compensation ~~item.~~table:

~~ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES~~58

The following table ~~presents~~sets forth the ~~fees~~salaries ~~for~~and ~~professional~~director ~~audit~~fees ~~services~~we ~~rendered~~paid byto ~~PLS~~our ~~CPA’s~~current ~~Inc.~~executive ~~for~~officer ~~the~~in ~~audit~~our ofmost ~~the~~recent ~~Corporation’s~~fiscal ~~annual~~year ~~financial statements for the years~~ ended June 30, ~~2011~~2012; and ~~June~~to ~~30,~~all ~~2010~~current and ~~fees~~prior ~~billed~~officers ~~for~~and ~~other~~directors ~~services~~for ~~rendered by PLS CPA’s Inc. during those periods. All services reflected in~~ the ~~following~~fiscal ~~fee~~year ~~table~~ended ~~for~~June ~~2011 and 2010 were pre-approved~~30, ~~respectively, in accordance with the policy of the Board of Directors.~~ 2011:

	June 30, 2011	June 30, 2010
Name and Principal Positions	Fiscal Year	Salary ($)	Bonus ($)	Other Annual Compensation ($)	Restricted Stock Awards/SARs ($) (1)	Securities Underlying Options/SARs (#)	LTIP Payouts ($) (2)	All Other Compensation ($)(3)
Audit fees (1) - PLS CPAs Inc.	$6,750	-
Manfred Ruf President and CEO, CFO, Secretary & Treasurer, Chair, and Director(4)	2012 2011	$Nil $Nil	$Nil $Nil	$Nil $Nil	$Nil $Nil	$Nil $Nil	$Nil $Nil	$Nil $Nil
Audit-related fees - PLS CPAs Inc.	-	-
Kenneth Yonika President and CEO, CFO, Secretary & Treasurer, Chair, and Director(5)	2011	$Nil	$Nil	$Nil	$Nil	$Nil	$Nil	$500
Tax fees - PLS CPAs Inc.	-	-
Anthony Pena Director(6)	2011	$Nil	$Nil	$Nil	$Nil	$Nil	$Nil	$7,000
All other fees - PLS CPAs Inc.	-	-
TOTAL FEES	$6,750	-

~~NOTES~~Notes::

(1) ~~Audit fees consist of audit and review services, consents and review of documents filed with the SEC.~~

In its capacity as the Audit Committee, the Board of Directors pre-approves all audit (including audit-related) and permitted non-audit services to be performed by the independent auditors. The Board of Directors annually approves the scope and fee estimates for the year-end audit to be performed by the CorporationSAR’s ~~independent~~are ~~auditors~~“Stock ~~for~~Appreciation ~~the fiscal year~~Rights”. ~~With~~We ~~respect~~have to ~~other permitted services, the Board of Directors pre-approves specific engagements, projects and categories of services on a fiscal year basis, subject to individual project and annual maximums. To~~ date, ~~the Company has~~ not ~~engaged~~issued ~~its auditors to perform~~ any ~~non-audit related services~~SARs.

45(2)

~~PART~~LTIP’s IVare “Long-Term Incentive Plans”. We have to date not created and LTIPs.

~~ITEM 15. EXHIBITS~~(3)

~~EXHIBIT~~There ~~INDEX~~are no compensatory plans or arrangements with respect to our executive officers resulting from their resignation, retirement or other termination of employment or from a change of control.

Exhibit
Number	Description of Exhibit	Filing
3.01	Articles of Incorporation	Filed with the SEC on August 19, 2010 as part of our Registration Statement on Form S-1.
3.01(a)	Amendment to Articles of Incorporation	Filed with the SEC on June 29, 2011 as part of our Current Report on Form 8-K.
3.02	Bylaws	Filed with the SEC on August 19, 2010 as part of our Registration Statement on Form S-1.
10.01	Agreement among the Company, Gary B. Wolff, P.C., and Meta Partners Ltd. dated June 23, 2010	Filed with the SEC on August 19, 2010 as part of our Registration Statement on Form S-1.
10.02	Agreement between the Company and Kenneth J. Yonika dated June 23, 2010	Filed with the SEC on August 19, 2010 as part of our Registration Statement on Form S-1.
10.03	Pilot Peak Property Option Agreement by and between the Company and Noel Cousins and Steven Van Ert dated June 24, 2011	Filed with the SEC on June 29, 2011 as part of our Current Report on Form 8-K.
10.04	Website & Domain Name Purchase Agreement by and between the Company and Domain Media, LLC dated July 22, 2011	Filed with the SEC on July 27, 2011 as part of our Current Report on Form 8-K.
14.01	Code of Ethics	Filed with the SEC on August 19, 2010 as part of our Registration Statement on Form S-1.
99.01	Form of Subscription Agreement	Filed with the SEC on August 19, 2010 as part of our Registration Statement on Form S-1.
99.02	Escrow Agreement between the Company and Gary B. Wolff dated June 23, 2010	Filed with the SEC on August 19, 2010 as part of our Registration Statement on Form S-1.
99.03	Amended Escrow Agreement between the Company and Gary B. Wolff dated October 8, 2010	Filed with the SEC on October 12, 2010 as part of our Amended Registration Statement on Form S-1/A.
31.01	Certification of Principal Executive Officer Pursuant to Rule 13a-14	Filed herewith.
31.02	Certification of Principal Financial Officer Pursuant to Rule 13a-14	Filed herewith.
32.01	Certification of CEO and CFO Pursuant to Section 906 of the Sarbanes-Oxley Act	Filed herewith.

⁽⁴⁾

46Effective May 11, 2011, Mr. Manfred Ruf was appointed as a Director, President, Chief Executive Officer, Chief Financial Officer, and Secretary & Treasurer of our company.

~~SIGNATURES~~(5)

~~Pursuant~~Effective toJune ~~the~~24, ~~requirements~~2010, ofMr. ~~Section~~Kenneth 13Yonika orwas ~~15(d)~~appointed ofas ~~the~~a ~~Securities~~Director ~~Exchange~~and ~~Act~~Officer ofand ~~1934,~~on ~~the~~May ~~registrant~~11, ~~has~~2011, ~~duly~~Mr. ~~caused~~Yonika ~~this~~resigned ~~report~~from toall bepositions ~~signed~~with ~~on its behalf by~~ the ~~undersigned, there unto duly authorized~~Company.

~~RARUS MINERALS INC.~~(6)

~~/s/~~Effective ~~Manfred~~June ~~Ruf~~ 24, 2010, Mr. Anthony Pena was appointed as a Director and on May 11, 2011, Mr. Pena resigned from his position as a director of the Company.

~~Manfred~~ITEM ~~Ruf~~12.

~~President~~SECURITY ~~and~~OWNERSHIP ~~Chief~~OF ~~Executive~~CERTAIN ~~Officer,~~BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

~~Chief~~The ~~Financial~~following ~~Officer~~table sets forth certain information concerning the number of shares of our Common Stock owned beneficially as of September 28, ~~Secretary~~2012, by: (i) our director; (ii) our named executive officer; and ~~Treasurer~~(iii) each person or group known by us to beneficially own more than 5% of our outstanding shares of common stock. Unless otherwise indicated, the shareholders listed below possess sole voting and investment power with respect to the shares they own.

Director and Chair of Board

Name and Address of Beneficial Owner

Amount and Nature of Beneficial

Shares Owned⁽¹⁾

Percent of Outstanding Ownership⁽²⁾

Manfred Ruf ⁽³⁾

2850 W. Horizon Ridge Parkway, Suite 200

Henderson, NV, USA 89052

325,000,000 restricted common shares

73.4%

All Officers, Directors and Control Persons as a Group

325,000,000 restricted common shares

73.4%

~~Dated: September 27, 2011~~59

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. Notes:

~~/s/ Manfred Ruf~~ (1)

~~Manfred~~Based ~~Ruf~~on 440,416,666 shares of common stock issued and outstanding as of September 28, 2012. Beneficial ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to securities. Except as otherwise indicated, we believe that the beneficial owners of the common stock listed above, based on information furnished by such owners, have sole investment and voting power with respect to such shares, subject to community property laws where applicable.

~~President and Chief Executive Officer,~~ (2)

~~Chief~~Within ~~Financial~~sixty ~~Officer~~days, ~~Secretary~~no ~~and~~directors ~~Treasurer~~or officers, or 5% shareholders, have the right to acquire any additional common shares of the Company.

~~Director and Chair of Board~~ (3)

~~Dated:~~Manfred ~~September~~Ruf 27is the Company's President and CEO, CFO, Secretary and Treasurer, and Sole Director. On May 11, 2011 Mr. Ruf acquired from a private company and a former Director and Officer of the Company six hundred and twenty five million (625,000,000) (post-split) shares in a private transaction. This transaction effected a change of control of the Company. On June 24, 2011, Mr. Ruf submitted three hundred million (300,000,000) of his shares for cancelation, thereby reducing his shareholding to three hundred and twenty five million (325,000,000).

47ITEM 13.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.

Related Party Transactions

On May 11, 2011, the Company received a stockholder advance from its CEO which arose when he contributed $18,500 in expenses he had personally incurred for mineral property staking related to the Pilot Peak Property. This advance is unsecured and carries no interest rate or repayment terms. To conform with GAAP, imputed interest (at 8% per annum) on this shareholder advance was calculated on the outstanding balance and the resulting imputed interest of $1,480 for the twelve month period ended June 30, 2012 was recorded as Interest Expense in the Statement of Operations, with corresponding entries to Additional Paid-in-Capital amounts shown on the Balance Sheet, Statement of Stockholders' Equity and Statement of Cash Flows.

Other than the foregoing, none of the directors or executive officers of the Company, nor any person who owned of record or was known to own beneficially more than 5% of the Company’s outstanding shares of its Common Stock, nor any associate or affiliate of such persons or companies, has any material interest, direct or indirect, in any transaction that has occurred during the past fiscal year, or in any proposed transaction, which has materially affected or will affect the Company.

With regard to any future related party transaction, we plan to fully disclose any and all related party transactions in the following manner:

Disclosing such transactions in reports where required;

Disclosing in any and all filings with the SEC, where required;

Obtaining disinterested directors consent; and

Obtaining shareholder consent where required.

Director Independence

For purposes of determining director independence, we have applied the definitions set out in NASDAQ Rule 5605(a)(2). The OTCQB on which shares of common stock are quoted does not have any director independence requirements. The NASDAQ definition of “Independent Officer” means a person other than an Executive Officer or employee of the Company or any other individual having a relationship which, in the opinion of the Company's Board of Directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.

According to the NASDAQ definition, Manfred Ruf is not an independent director because he is also an executive officer of the Company.

Review, Approval or Ratification of Transactions with Related Persons

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

ITEM 14.

PRINCIPAL ACCOUNTANT FEES AND SERVICES

The following table presents the fees for professional audit services rendered by M&K CPAs PLLC and PLS CPA’s Inc. for the audit of the Corporation’s annual financial statements for the years ended June 30, 2012 and June 30, 2011 and fees billed for other services rendered by M&K CPAs PLLC and PLS CPA’s Inc. during those periods. All services reflected in the following fee table for 2012 and 2011 were pre-approved, respectively, in accordance with the policy of the Board of Directors.


	June 30, 2012	June 30, 2011

Audit fees ⁽¹⁾- M&K CPAs PLLC	$8,900	n/a
Audit-related fees - M&K CPAs PLLC	-	n/a
Tax fees - M&K CPAs PLLC	-	n/a
All other fees - M&K CPAs PLLC	-	n/a
Audit fees ⁽¹⁾- PLS CPAs Inc.	n/a	$5,000
Audit-related fees - PLS CPAs Inc.	n/a	-
Tax fees – PLS CPAs Inc.	n/a	-
All other fees – PLS CPAs Inc.	n/a	-
TOTAL FEES	$8,900	$5,000

NOTES:

⁽¹⁾ Audit fees consist of audit and review services, consents and review of documents filed with the SEC.

In its capacity as the Audit Committee, the Board of Directors pre-approves all audit (including audit-related) and permitted non-audit services to be performed by the independent auditors. The Board of Directors annually approves the scope and fee estimates for the year-end audit to be performed by the Corporation’s independent auditors for the fiscal year. With respect to other permitted services, the Board of Directors pre-approves specific engagements, projects and categories of services on a fiscal year basis, subject to individual project and annual maximums. To date, the Company has not engaged its auditors to perform any non-audit related services.

PART IV

ITEM 15.

EXHIBITS

EXHIBIT INDEX

Number

Exhibit Description


3(i)(a)⁽¹⁾	Articles of Incorporation
3(i)(b)⁽²⁾	Amendment to Articles of Incorporation
3(i)(c)⁽³⁾	Amendment to Articles of Incorporation
3(i)(d)⁽⁴⁾	Amendment to Articles of Incorporation – Zngle, Inc.
3(ii)(a)⁽¹⁾	Bylaws
3(ii)(b)⁽⁴⁾	Bylaws – Zngle, Inc.
10.1⁽⁵⁾	Software License Acquisition Agreement
14.1⁽⁶⁾	Code of Ethics
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 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-OxleyAct 18 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
101.INS	XBRL Instance Document
101.SCH	XBRL Taxonomy Extension Schema Document
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document
101.LAB	XBRL Taxonomy Extension Labels Linkbase Document
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document

⁽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 February 8, 2012 as an Exhibit to a Current Report on Form 8-K and incorporated herein by this reference.

⁽⁴⁾

Filed with the SEC on May 10, 2012 as an Exhibit to a Current Report on Form 8-K and incorporated herein by this reference.

⁽⁵⁾

Filed with the SEC on May 9, 2012 as an Exhibit to a Current Report on Form 8-K and incorporated herein by this reference.

⁽⁶⁾

An updated version of the Company's Code of Conduct was adopted by the Board on November 8, 2011 and is attached hereto. This update replaced the prior version filed with the SEC on August 19, 2010 as part of our Registration Statement on Form S-1

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, there unto duly authorized.

RARUS TECHNOLOGIES INC.

/s/ Manfred Ruf

Manfred Ruf

President and Chief Executive Officer,

Chief Financial Officer, Secretary and Treasurer,

Director and Chair of Board

Dated: September 28, 2012

/s/ Manfred Ruf

Manfred Ruf

President and Chief Executive Officer,

Chief Financial Officer, Secretary and Treasurer,

Director and Chair of Board

Dated: September 28, 2012

Filing Compare · RARUS TECHNOLOGIES INC