GOING CONCERN

3 Months Ended

Sep. 30, 2011

NOTE 3

GOING CONCERN

These condensed consolidated financial statements have been presented on the basis that the Company is a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company began generating revenues in fiscal 2005. Even with the generation of revenues from the sale of golf, fishing and Zeroloft products now being produced and sold, the Company expects to incur expenses in excess of revenues for an indefinite period.

Key financial information follows:

	As at and for the three months ended September 30, 2011			As at and for the year ended June 30, 2011
Negative working capital	$	(4,401,300	)	$	(4,140,970	)
Net loss	$	(621,460	)	$	(6,207,600	)
Accumulated deficit	$	(38,368,029	)	$	(37,686,569	)

As shown in the accompanying condensed consolidated financial statements, during the three months ended September 30, 2011, the Company incurred a net loss of $621,460 and cash utilized in operations during this period of $118,178.

These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern. The unaudited condensed consolidated financial statements do not include any adjustments relating to the recoverability and classification of assets or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

The Company’s continuation as a going concern is dependent upon its ability to generate sufficient cash flow and meet its obligations on a timely basis and ultimately attain profitability. Since acquiring the proprietary technology golf development business, the Company has depended on financings and consulting services from consultants engaged by the Company some of whom have agreed to accept full or partial compensation for services with share-based compensation rather than cash.

Absent these continuing advances, services and financings, the Company could not continue with the development and marketing of its golf, fishing and Zeroloft products. Management’s plans for the Company include more aggressive marketing, obtaining additional capital to fund operations and other strategies designed to optimize shareholder value. However, no assurance can be given that management will be successful in fulfilling all components of its plans. The failure to achieve these plans will have a material adverse effect on the Company’s consolidated financial position, results of operations and ability to continue as a going concern.

American Rare Earths & Materials, Corp. 10-Q