UNITED STATES ~~SECURITIES AND EXCHANGE COMMISSION~~

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

____________________________

FORM 10-K

☒


[X]	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended February 29, 2012
OR
[ ]	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ________ to _________

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

For the year ended March 31, 2011

☐ TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ___________ to ___________

Commission File Number 333-166548

VARCA VENTURES, INC.

(Exact ~~Name~~name of ~~Small~~registrant ~~Business Issuer~~ as specified in its charter)

~~Nevada 98-0658381~~ NEVEDA (State or other jurisdiction of incorporation or organization) 98-0658381 (I.R.S. ~~employer~~Employer ~~identification~~Identification ~~no.~~Number)

231630 ~~Kinora~~Ringling ~~Grove NW~~Blvd.

~~Calgary~~Sarasota, ~~Alberta,~~FL ~~Canada T3R 0A4~~ 34236

(Address of principal executive offices) (Zip code)

~~403~~(941) 951-~~452-8809~~0787

(Registrant’s telephone number, including area code)

~~Securities Registered Under Section 12(b) of the Exchange Act:~~ ________________________________

Securities registered pursuant to Section 12(b) of the Act: None

Securities ~~Registered~~registered ~~Under~~pursuant to Section 12(g) of the ~~Exchange~~ Act: None

~~Common Stock, $0.0001 par value (Title of class)~~________________________________

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined byin Rule 405 of the Securities Act. Yes [ ] No [X]

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 [ ] No [X].

Indicate by check mark ifwhether the registrant is(1) ~~not~~has ~~required~~filed toall ~~file~~ reports ~~pursuant~~required to ~~Rule~~be 13filed orby 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 [ ]

~~Yes [ ] No [X].~~ Indicate by check mark whether the registrant ~~(1)~~ has ~~filed~~submitted ~~all~~electronically ~~reports~~and posted on its corporate Website, if any, every Interactive Data File required to be ~~filed~~submitted byand ~~Section~~posted 13pursuant orto ~~15(d)~~Rule 405 of ~~the~~Regulation ~~Securities~~S-T ~~Exchange~~(§232.405 ~~Act~~ of ~~1934~~this chapter) during the preceding 12 months (or for such shorter period that the ~~Registrant~~registrant was required to ~~file~~submit ~~such reports),~~ and ~~(2)~~post ~~has~~such ~~been subject to the reporting requirements for the past 90 days~~files). Yes [X ] No ~~Yes~~ [ ] No

Indicate by check mark ~~whether~~if ~~the~~disclosure ~~registrant~~of ~~has~~delinquent ~~submitted~~filers ~~electronically~~pursuant ~~and~~to ~~posted~~Item on405 ~~its~~of ~~corporate~~Regulation ~~Web~~S-K ~~site,~~(§229.405 ifof ~~any,~~this ~~every~~chapter) ~~Interactive~~is ~~Data~~not ~~File~~contained ~~required~~herein, toand bewill ~~submitted~~not ~~and~~be ~~posted~~contained, ~~pursuant~~ to ~~Rule 405~~the best of ~~Regulation S-T~~registrant’s ~~(§232.405~~knowledge, ofin ~~this~~definitive ~~chapter)~~proxy ~~during~~or ~~the~~information ~~preceding~~statements ~~12 months~~incorporated ~~(or~~by ~~for~~reference ~~such~~in ~~shorter~~Part ~~period~~III ~~that~~of ~~the~~this ~~registrant~~Form ~~was~~10-K ~~required~~or toany ~~submit~~amendment ~~and~~to ~~post~~this ~~such~~Form ~~files)~~10-K. ~~Yes~~ [ ] ~~No [ ]~~

Indicate by check mark ifwhether ~~disclosure~~the ofregistrant ~~delinquent~~is ~~filers~~a inlarge ~~response~~accelerated tofiler, ~~Item~~an ~~405~~accelerated offiler, ~~Regulation~~a Snon-Kaccelerated ~~(Section 229.405 of this chapter) is not contained herein~~filer, ~~and~~or ~~will~~a ~~not~~smaller bereporting ~~contained,~~company. toSee the ~~best~~definitions ~~knowledge,~~of in“large ~~definitive~~accelerated ~~proxy~~filer,” or“accelerated ~~information~~filer” ~~statements~~and ~~incorporated~~“smaller byreporting ~~reference~~company” in ~~Part~~Rule ~~III~~12b-2 of ~~this~~the ~~Form~~Exchange ~~10-K/A or any amendment to this Form 10-K/A. [ ]~~Act:

~~Page~~[ 1] Large accelerated filer [ ] Accelerated filer [ ] Non-accelerated filer (Do not check if a smaller reporting company) [X] Smaller reporting company

Indicate by check mark whether the registrant is a ~~large~~shell ~~accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting~~ company. ~~See~~(as ~~definition~~defined ~~of “large accelerated filer,” “accelerated filer” and “smaller reporting company”~~ in Rule 12b-2 of the Exchange Act). ~~(Check~~Yes ~~one):~~[ ] No [X]

~~Large~~The ~~accelerated~~aggregate ~~filer~~market ☐value ~~Accelerated~~of ~~filer~~the ☐common ~~Non~~stock held by non-~~accelerated~~affiliates ~~filer~~of ☐the ~~(Do~~registrant ~~not~~as ~~check~~of ifAugust a31, ~~smaller~~2011, ~~reporting~~the ~~company)~~last ~~Smaller~~business ~~reporting~~day ~~company~~of ☒the registrant’s most recently completed second fiscal quarter, was $0, based on the average bid and asked price of such common stock on such date.

~~Indicate~~As byof ~~check~~May ~~mark~~29, ~~whether~~2012, ~~the~~there ~~registrant~~were is70,198,447 ashares ~~shell company (as defined in Rule 12b-2~~ of ~~the~~common ~~Exchange~~stock ~~Act~~outstanding. ~~[ x ] Yes [ ] No~~

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed fiscal quarter: 2,800,000 common shares at $0.02* = $56,000. (* - last price at which the Corporation offered stock for sale under its S-1 registration statement. For purposes of this computation, our sole director and executive officer of the registrant is considered to be affiliates of the registrant. As of April 26, 2011, no bid or asked prices are available. Registrant was approved for trading on the OTCBB on June 28, 2010.

~~State~~NOTE ~~the~~REGARDING ~~number~~FORWARD-LOOKING ~~of shares outstanding of each of the Issuer's classes of common stock, as of the latest practicable date.6,800,000 common shares issued and outstanding as of April 26, 2011.~~STATEMENTS

~~DOCUMENTS~~We ~~INCORPORATED~~have BYmade ~~REFERENCE~~forward-looking statements in this Annual Report on Form 10-K (“Annual Report”) that are subject to risks and uncertainties. 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”), are subject to the “safe harbor” created by those sections. The forward-looking statements in this report are based on our management’s beliefs and assumptions and on information currently available to our management. You can identify forward-looking statements by terms such as “anticipates,” “believes,” “continue,” “could,” “estimates,” “expects,” “intends,” “may,” “plans,” “seeks,” “should,” “will” or “would” and similar expressions intended to identify forward-looking statements. These statements involve known and unknown risks, uncertainties and other factors, which may cause our actual results, performance, time frames or achievements to be materially different from any future results, performance, time frames or achievements expressed or implied by the forward-looking statements. We discuss many of these risks, uncertainties and other factors in this document in greater detail under the heading “Risk Factors.” We believe it is important to communicate our expectations to our investors. However, there will be events that we are not able to predict accurately, or over which we have no control. The risks described in “Risk Factors” included in this Annual Report, as well as any other cautionary language in this Annual Report, provide examples of risks, uncertainties and events that may cause our actual results to differ materially from the expectations we describe in our forward-looking statements. Before you invest in our common stock, you should be aware that the occurrence of the events described in “Risk Factors” and elsewhere in this Annual Report could harm our business.

~~List~~The ~~hereunder~~forward-looking statements and associated risks set forth in this Annual Report include or relate to, among other things: (1) our growth strategies; (2) anticipated trends in the ~~following~~mining ~~documents~~industry; if(3) ~~incorporated~~our byability ~~reference~~to obtain and ~~the~~retain ~~Part~~sufficient ofcapital ~~the~~for ~~Form~~future ~~10-K~~operations; and (e4) our anticipated needs for working capital.g The forward-looking statements herein are based on current expectations that involve a number of risks and uncertainties. Such forward-looking statements are also based on assumptions described herein. The assumptions are based on judgments with respect to, ~~Part~~among Iother things, ~~Part~~future IIeconomic, ~~etc.)~~competitive ~~into~~and market conditions, and future business decisions, all of which are difficult or impossible to predict accurately and many of which are beyond our control. Accordingly, although we believe that the ~~document~~assumptions isunderlying ~~incorporated:~~the ~~(1)~~forward-looking ~~Any~~statements ~~annual~~are ~~report~~reasonable, any such assumption could prove to ~~security~~be ~~holders;~~inaccurate ~~(2)~~and ~~Any~~therefore ~~proxy~~there orcan ~~information~~be ~~statement;~~no assurance that the results contemplated in forward-looking statements will be realized. In addition, as disclosed in “Risk Factors”, there are a number of other risks inherent in our business and ~~(3)~~operations, ~~Any~~which ~~prospectus~~could ~~filed~~cause ~~pursuant~~our operating results to ~~Rule~~vary ~~424(b)~~markedly orand ~~(c)~~adversely ~~under~~from prior results or the ~~Securities~~results ~~Act~~contemplated ofby ~~1933~~the forward-looking statements. ~~The~~ Management ~~listed~~decisions, ~~documents~~including ~~should~~budgeting, are subjective in many respects and periodic revisions must be ~~clearly~~made ~~described~~to ~~for~~reflect ~~identification~~actual ~~purposes~~conditions ~~(e.g.~~and business developments, ~~annual~~the ~~report~~impact of which may cause us to ~~security~~alter ~~holders~~marketing, ~~for~~capital ~~fiscal~~investment ~~year~~and ~~ended~~other ~~December~~expenditures, 24which may also materially adversely affect our results of operations. In light of significant uncertainties inherent in the forward-looking information included in this Annual Report, ~~1980)~~the inclusion of such information should not be regarded as a representation by us or any other person that our objectives or plans will be achieved. ~~None.~~

Given these risks, uncertainties and other factors, you should not place undue reliance on these forward-looking statements. Also, these forward-looking statements represent our estimates and assumptions only as of the date of this filing. You should read this document completely and with the understanding that our actual future results may be materially different from what we expect. We hereby qualify our forward-looking statements by these cautionary statements. Except as required by law, we assume no obligation to update these forward-looking statements publicly, or to update the reasons actual results could differ materially from those anticipated in these forward-looking statements, even if new information becomes available in the future.

TABLE OF CONTENTS

PART 1
PART I	5
Item 1	Description of Business
ITEM 1. BUSINESS	5
Item 1A	Risk Factors
ITEM 1A. RISK FACTORS	7
Item 1B	Unresolved Staff Comments
ITEM 1B. UNRESOLVED STAFF COMMENTS	16
Item 2	Properties
ITEM 2. PROPERTIES	16
Item 3	Legal Proceedings
ITEM 3. LEGAL PROCEEDINGS	21
Item 4	Removed and reserved
ITEM 4. MINE SAFETY DISCLOSURES	21
Part II
PART II	22
Item 5	Market for Registrant’s Common Equity , Related Stockholder Matters and Issuer Purchases of Equity Securities
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES	22
Item 6	Selected Financial Data
ITEM 6. SELECTED FINANCIAL DATA	23
Item 7	Management’s Discussion and Analysis of Financial Condition and Results of Operations
ITEM 7. MANAGEMENT’S DUSCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	23
Item 7A	Quantitative and Qualitative Disclosure of Market Risk
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURE OF MARKET RISK	26
Item 8	Financial Statements and Supplementary Data
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA	26
Item 9	Changes in and Disagreements With Accountants on Accounting and Financial Disclosure
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE	26
Item 9A(T)	Controls and Procedures
ITEM 9A. CONTROLS AND PROCEDURES	27
Item 9B	Other Information
ITEM 9B. OTHER INFORMATION	28
PART III	29
Item 10.	Directors, Executive Officers and Corporate Governance
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE	29
Item 11	Executive Compensation
ITEM 11. EXECUTIVE COMPENSATION	30
Item 12	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS	32
Item 13	Certain Relationships and Related Transactions, and Director Independence
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE	32
PART IV
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES	33
Item 14	Principal Accountant Fees and Services
PART IV	34
Part 15	Exhibits, Financial Statements and Schedules
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES	34

~~Page 2~~ 4

Cautionary Statement Regarding Forward-Looking Statements

This annual report contains forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995. These statements relate to future events or our future financial performance. Some discussions in this report may contain forward-looking statements that involve risk and uncertainty.

A number of important factors could cause our actual results to differ materially from those expressed in any forward-looking statements made in this report. Forward-looking statements are often identified by words like: “believe”, “expect”, “estimate”, “anticipate”, “intend”, “project” and similar expressions or words which, by their nature, refer to future events.

In some cases, you can also identify forward-looking statements by terminology such as “may”, “will”, “should”, “plans”, “predicts”, “potential” or “continue” or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks.

Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.

The cautions outlined made in this statement and elsewhere in this document should not be construed as complete or exhaustive. In many cases, we cannot predict factors which could cause results to differ materially from those indicated by the forward-looking statements. Additionally, many items or factors that could cause actual results to differ materially from forward-looking statements are beyond our ability to control. The Company will not undertake an obligation to further update or change any forward-looking statement, whether as a result of new information, future developments, or otherwise.

Our financial statements are stated in United States Dollars (US$) and are prepared in accordance with United States Generally Accepted Accounting Principles. References to common shares refer to common shares in our capital stock.

In this prospectus, “Varca”, “the Company,” “we,” “us,” and “our,” refer to Varca Ventures, Inc., unless the context otherwise requires. Unless otherwise indicated, the term “fiscal year” refers to our fiscal year ending March 31. Unless otherwise indicated, the term “common stock” refers to shares of the Company’s common stock, par value $0.0001 per share.

PART I

~~Item~~ITEM 1. ~~Business.~~

~~Overview~~ BUSINESS

~~VARCA~~History ~~VENTURES,~~and INC. was incorporated under the laws of the state of Nevada on January 19, 2010. The Company’s principal offices are located at 23 Kincora Grove NW, Calgary, Alberta, Canada T3R. Our email address is Varca123@gmail.comOrganization

The ~~Company~~registrant, isVarca aVentures, ~~mining~~Inc. ~~exploration~~(“Varca”), ~~stage~~was ~~company~~incorporated ~~engaged~~ in the ~~acquisition~~State ~~and exploration~~ of ~~mineral~~Nevada ~~properties. The Company has staked a claim~~ on ~~certain~~January ~~property~~19, ~~covering~~2010 ~~357~~as ~~hectares~~an ~~(882.6~~exploration ~~acres) called~~stage ~~Sewell~~mining 1company ~~Property~~engaged ~~located~~ in the ~~Similkameen~~acquisition ~~Mining~~and ~~Division~~exploration of ~~British~~mineral ~~Columbia, Canada~~properties. ~~This~~ On ~~property~~October ~~consists~~7, of2011, ~~one~~Varca ~~claim~~completed ~~held~~a byshare ~~Iqbal~~exchange ~~Boga~~transaction (the “~~Trustee~~Share Exchange”) ~~under~~with ~~Declaration~~Wildcat ofMining ~~Trust~~Corporation ~~dated~~(“Wildcat”). Wildcat ~~February~~was 2,incorporated ~~2010~~ in ~~favor~~the State of ~~the~~Nevada ~~Company~~on ~~and~~October is5, ~~located~~2005, ~~about~~and ~~140~~was kmalso ~~east~~an ofexploration ~~Vancouver~~stage ~~and~~mining 23company kmengaged ~~east-northeast~~in ofthe ~~Hope,~~acquisition ~~south~~and ~~central~~exploration ~~British~~of ~~Columbia~~mineral properties. We Pursuant ~~refer~~ to ~~this claim as~~ the ~~“Property”~~Share orExchange ~~the~~on ~~“Claim”~~October ~~throughout~~7, ~~this~~2011, ~~Prospectus. We~~Varca ~~paid~~acquired ~~$300~~all ~~for~~of the ~~cost~~issued ofand ~~acquiring~~outstanding ~~the~~stock ~~mining~~of ~~claim.~~Wildcat Wein ~~are~~exchange ~~presently~~for in63,215,114 ~~the~~shares ~~exploration~~of ~~stage~~common atstock ~~the~~of ~~Property. We~~Varca, ~~have~~and ~~not~~Wildcat ~~generated~~became ~~revenue~~a ~~from~~wholly-owned ~~mining~~subsidiary ~~operations~~of Varca.

ToFor ~~date~~accounting purposes, wethe ~~have~~Share ~~purchased~~Exchange ~~the~~has ~~Claim~~been ~~and~~accounted ~~completed~~for as a ~~technical~~reverse ~~report~~acquisition onunder the ~~Claim.~~purchase Wemethod ~~have~~for ~~not~~business ~~yet~~combinations, ~~commenced~~and ~~any~~accordingly ~~exploration activities on~~ the ~~Claim~~Share ~~other~~Exchange ~~than~~has ~~completing~~been atreated ~~technical~~as ~~report at~~ a ~~cost~~recapitalization of $3Varca,~~150.~~ Wewith ~~plan~~Wildcat toas ~~explore for minerals on~~ the ~~Property.~~accounting ~~The Property may not contain any mineral reserves and funds that we spend on exploration may be lost~~acquirer. ~~Even if we complete our current exploration program and are successful in identifying a mineral deposit~~ Consequently, ~~we will be required to expend substantial funds to bring our claim to production. Mr. Lila, our sole officer and director, has not personally visited~~ the ~~Property~~historical ~~but~~financial isstatements ~~relying~~of ~~upon~~Wildcat ~~his~~are ~~discussions~~now ~~with~~ the ~~geologist~~historical ~~and~~financial ~~his~~statements ~~recommendations~~of ~~based upon his expertise and experience in mining operations in Western Canada~~Varca.

~~Page 3~~Unless otherwise indicated, or the context otherwise requires, as used in this Annual Report, “we,” “us,” “our” “Company” or “Varca” refers to Varca together with its wholly-owned subsidiary, Wildcat, and their respective businesses following completion of the Share Exchange.

~~After~~Developments ~~the~~During ~~effective date of our registration statement filed with~~ the ~~Securities~~Past ~~and Exchange Commission on June 28, 2010, we commenced trading on the Over-the-Counter Bulletin Board under the symbol “VCRV”.~~Year

~~Plan~~Wildcat Mining Corporation was awarded a Colorado Division of ~~Operation~~Reclamation Mining and Safety mining permit on December 12, 2011. Four groundwater well permits were issued by the Colorado State Engineers Office. In addition, a United States Forest Service Special Use Permit and Colorado Department of Public Health and the Environment storm water management permit were obtained. Upon award of the permits Wildcat Mining Corporation and commenced the installation of storm water management control structures and commenced road, mine bench, augmentation pond and mine portal geotechnical investigations. Areas affected during the installation of storm water best management controls and geotechnical drill pads were stabilized with straw mulch.

~~About~~We ~~Our~~own 15 patented lode mining claims located in La Plata County, Colorado and referred to as the “Idaho Property.” The Idaho Property covers approximately 141.5 acres and is improved with a mill. ~~Company~~We acquired the Idaho Property from James M. Clements, the founder of Wildcat. In connection with the acquisition, we assumed Mr. Clements obligations under a promissory note he executed in connection with his acquisition of the property. The note, secured by a Deed of Trust, has an outstanding principal sum of $425,000, payable in full as a balloon payment in February 2014. We are required to pay monthly interest until maturity in the amount of approximately $2,800.

We ~~are~~also ~~a mining exploration stage company engaged in the acquisition and exploration of mineral properties. The Company has re-~~staked a mining claim on certain property covering 357 hectares (882.6 acres) located in the Similkameen Mining Division of British Columbia, Canada~~. The~~ ~~Claim is assigned Tenure Number 833915 and is recorded in~~ (the ~~name~~“Canadian ~~of Iqbal Boga~~Claim”). The Canadian Claim is ~~in good standing to September 19, 2011. This property consists of one claim~~ held by Iqbal Boga, ~~(the~~as ~~“Trustee”)~~trustee, under a Declaration of Trust dated February 2, 2010 in favor of ~~the~~Varca. ~~Company~~When ~~and~~the isShare ~~located~~Exchange ~~about~~occurred ~~140~~the kmCanadian ~~east~~Claim ofreverted ~~Vancouver~~back ~~and~~to 23Mr. kmNadeem ~~east-northeast of Hope~~Lila, ~~south~~Varca's ~~central~~sole ~~British~~officer ~~Columbia. We~~and ~~refer~~director prior to ~~this claim as~~ the ~~“Property”~~Share ~~or the “Claim”~~Exchange. ~~We are presently in the exploration stage at the Property.~~

~~There~~We isentered nointo ~~assurance~~a ~~that~~mining alease ~~commercially~~on ~~viable~~June ~~mineral~~1, ~~deposit~~2006 ~~exists~~with Fairview Land Company to explore, develop and conduct mining operations on ~~our~~12 ~~claim.~~patented Welode domining ~~not~~claims ~~have~~located ~~any~~on ~~current~~approximately ~~plans~~151 acres adjacent to ~~acquire~~the ~~interests~~Idaho Property in ~~additional~~La ~~mineral~~Plata ~~properties~~County, ~~although~~Colorado weand ~~may~~referred ~~consider~~to ~~such~~as ~~acquisitions~~the in“Mayday Property.” The Idaho Property and Mayday Property are collectively referred to as the ~~future~~“Properties.”

~~Exploration~~The ~~Plan~~leasehold interest in the Mayday Property (the “Lease”) is for a period of ten years, and for so long thereafter as mining, production and/or development are being conducted for at least one day every year after the initial ten year term. We have the right to terminate the Lease at any time upon 90 days written notice. We are obligated to expend at least $15,000 towards costs for exploration, development, mining or related operations applicable to the Mayday Property during the sixth year of the Lease, $20,000 during the seventh year of the Lease and $30,000 during each subsequent year of the Lease. The excess of expenditures in one year can be carried forward to meet subsequent year’s obligations. We are also obligated to pay real estate and personal property taxes related to the Mayday Property and on any improvements we place on the Mayday Property during the term of the Lease.

We retained the services of Brian Simmons, P. Eng., a professional mining engineer, to complete an evaluation of the Claim and to prepare a geology report on the Claim. Based on his review, Mr. Simmons recommends a two-phase program of exploration on the U.S. Rambler Showing. 5

~~Mineral~~Exploration property exploration is typically conducted in phases. We have not yet commenced the initial phase of exploration on the Property; however, our engineer recommends the exploration work based on the results from the most recent phase of technical and area review. Once we have completed each phase of exploration and analyzed the results, we will make a decision as to whether we will proceed with each successive phase. Our President will make this decision based upon the recommendations of Brian Simmons. Our goal in exploration of the Property is to ascertain whether it possesses economic quantities of polymetallic veins. We cannot assure you that any economical mineral deposits exist in the U.S. Rambler Project until appropriate exploration work is completed. Even if we complete our proposed exploration program on the U. S. Rambler Project and we are successful in identifying a mineral deposit, we will have to spend substantial funds on further drilling and engineering studies before we will know if we have a commercially viable mineral deposit.Activities

~~The~~We ~~first~~are ~~phase~~presently ofin the exploration ~~would~~stage ~~consist~~ of ~~geological~~our ~~mapping~~business and ~~sampling.~~we ~~Geological~~can ~~mapping~~provide ~~involves~~no ~~plotting~~assurance ~~previous~~that ~~exploration~~any ~~data~~commercially ~~relating~~viable tomineral adeposits ~~property~~exist ~~area~~ on aour ~~map~~Properties, inor, ~~order~~if tosuch ~~determine~~mineral ~~the~~deposits ~~best~~are ~~property~~discovered, ~~locations~~that towe ~~conduct~~will ~~subsequent~~enter into further substantial exploration ~~work~~programs. Further ~~Prospecting~~exploration ~~involves~~is ~~analyzing~~required ~~rocks~~before ona ~~the~~final ~~property~~determination ~~surface~~can ~~with~~be amade ~~view~~as to ~~discovering~~whether ~~indications~~our ofmining ~~potential~~claims ~~mineralization~~possess reserves. If ~~Geological mapping consist of~~ our ~~consulting~~claims ~~geologist~~do ~~and~~not ~~his~~contain ~~assistant~~any ~~completing~~reserves, aall ~~detailed~~funds ~~mapping,~~that ~~gathering~~we ~~soil~~spend ~~samples~~on ~~from~~exploration ~~property~~will ~~areas~~be ~~with~~lost. Even ~~the~~if ~~most~~we ~~potential~~complete toour ~~host~~current ~~economically~~exploration ~~significant~~program ~~mineralization~~and ~~based~~are onsuccessful ~~past~~in ~~exploration~~identifying ~~results.~~a ~~All~~mineral ~~samples~~deposit, ~~gathered~~we will be ~~sent~~required to aexpend ~~laboratory~~substantial ~~where~~funds ~~they~~on ~~are~~further ~~crushed~~drilling and ~~analyzed~~engineering ~~for~~studies ~~metal~~before ~~content.~~we will know if we have a reserve.

We intend to have Mr. Simmons oversee the exploration program. We intend to commence the phase one program in July 2011 (due to the oncoming weather condition which starts in early October) and expect that the program will take about one month to complete. Reserves

~~The~~We ~~first~~have ~~phase~~not isyet ~~estimated~~demonstrated tothe ~~cost~~existence ~~$23,000~~of proven or probable reserves at our Properties as defined in the U. S. Securities and Exchange Commission (~~Cdn~~“SEC”) Industry Guide 7 (“Guide 7”). In Guide 7, the SEC defines a “reserve” as that part of a mineral deposit which could be economically and legally extracted or ~~approximately~~produced ~~$24~~at the time of the reserve determination. Proven or probable reserves are those reserves for which: (1) quantity is computed; and (2) the sites for inspection,~~000~~ ~~USD~~sampling, and measurement are spaced so closely that the geologic character is defined and size, shape and depth of mineral content can be established (proven) asor ~~described~~the ~~below~~sites are farther apart or are otherwise less adequately spaced but high enough to assume continuity between observation points (probable). Reserves cannot be considered proven and probable unless and until they are supported by a feasibility study, indicating that the reserves have had the requisite geologic, technical and economic work performed and are economically and legally extractable.

~~After~~Competitive ~~the~~Business completion of the exploration program, we will have our consulting geologist prepare a report discussing the results and conclusions of the program. We will also ask him to provide us with a recommendation for additional exploration work on our property, which may include a soil geochemical survey. Subject to financing, we expect to commence the second phase of exploration on the Property in the fall of 2012.Conditions

~~Since~~The exploration for, and the acquisition of gold and silver properties, are subject to intense competition. Due to our limited capital and personnel, we ~~became~~are at a ~~reporting~~competitive ~~company~~disadvantage itcompared isto ~~responsible~~many ~~for~~other ~~filing~~companies ~~various~~with ~~forms~~regard ~~with~~to ~~the~~exploration ~~United~~and, ~~States~~if ~~Securities~~warranted, ~~and~~development ~~Exchange~~of ~~Commission~~mining ~~(the~~properties. Our ~~“SEC”)~~present ~~such~~limited asfunding ~~Form~~means ~~10K~~that our ability to compete for properties to be explored and ~~Form~~developed ~~10Qs~~is limited. We believe that competition for acquiring mineral prospects will continue to be intense in the future.

~~Page 4~~Royalties and Easements

~~The~~In ~~shareholders~~connection ~~may~~with ~~read~~the acquisition of the Idaho Property, we granted Aaron and ~~copy~~Sharon ~~any~~Taylor ~~material~~(“Grantees”) ~~filed~~a byperpetual usnon-participating ~~with~~production ~~the~~royalty ~~SEC~~deed aton all of the ~~SEC’s~~metallic ~~Public~~and ~~Reference~~non-metallic ~~Room~~minerals atof ~~100~~every Fkind ~~Street~~and ~~N.W.,~~character ~~Washington,~~produced ~~DC,~~from ~~20549~~the Idaho Property. The ~~shareholders~~royalty ~~may~~is ~~obtain~~3.5% ~~information~~of onour ~~the~~net ~~operations~~smelter returns and 7.0% of the ~~Public~~net ~~Reference~~proceeds ~~Room~~we byreceive ~~calling~~upon ~~the~~any ~~SEC~~sale atof ~~1-800-SEC-0330~~minerals in raw form other than to a smelter or processing facility. ~~The~~ We ~~SEC~~also ~~maintains~~granted Grantees an ~~Internet~~access ~~site~~and ~~that~~use ~~contains~~easement ~~information~~to ~~which~~the weIdaho ~~have~~Property ~~filed~~for ~~electronically~~recreational ~~with~~purposes. The easement expires upon the ~~SEC~~fifth byanniversary ~~assessing~~of the ~~website~~date ~~using~~of death of the ~~following~~last ~~address: http://www~~surviving of the Grantees.~~sec.gov.~~

~~Competition~~Pursuant to the terms of the Lease regarding the Mayday Property, we are required to pay advance minimum royalties of $5,000 on each anniversary of the Lease. Furthermore, during the term of the Lease, the lessor will receive a production royalty, after all advance royalty payments have been recaptured, of between 5% - 9.5% of our net smelter returns depending on the price of gold. At the current price of gold, we would have to pay royalties of 9.5% to the lessor.

WeInvestors ~~operate~~ in a ~~highly~~private ~~competitive~~offering industry, competing with other mining and exploration companies, and institutional and individual investors, which are actively seeking metal and mineral based exploration properties throughout the world together with the equipment, labour and materials required to exploit such properties. Many of our ~~competitors~~common ~~have~~stock ~~financial~~completed ~~resources,~~immediately ~~staff~~prior ~~and~~to ~~facilities~~the ~~substantially~~Share ~~greater~~Exchange ~~than~~will ~~ours.~~receive ~~The~~a ~~principal~~royalty ~~area~~ of ~~competition~~3% ~~is encountered in the financial ability to cost effectively acquire prime metal and minerals exploration prospects and then exploit such prospects. Competition for the acquisition~~ of ~~metal~~any ~~and~~net ~~minerals~~proceeds ~~exploration properties is intense, with many properties available in a competitive bidding process in which~~ we ~~may~~receive ~~lack~~from ~~technological~~selling ~~information~~ or ~~expertise~~processing ~~available~~ore tothat ~~other~~has ~~bidders.~~been ~~Therefore,~~previously wemined ~~may not be successful in acquiring~~ and ~~developing~~stockpiled ~~profitable~~above ~~properties~~ground inon the ~~face of this competition~~Properties. ~~No assurance can be given that a sufficient number of suitable metal and minerals exploration properties will be available for acquisition and development.~~

~~Mineral exploration regulations~~6

~~Our~~In ~~minerals~~January ~~exploration activities will be~~2012, ~~subject~~in toconnection ~~extensive~~with ~~foreign~~a ~~laws and regulations governing prospecting~~$400,000 ~~development,~~secured ~~production,~~subordinated ~~exports,~~note ~~taxes,~~we ~~labor~~issued ~~standards,~~to ~~occupational~~Sarasota ~~health,~~Varca ~~waste disposal~~Associates, ~~protection~~LLC ~~and remediation of the environment~~(“SVA”), ~~protection~~we ofgranted ~~endangered~~SVA ~~and~~a ~~protected~~perpetual ~~species,~~non-participating ~~mine~~production ~~safety,~~royalty ~~toxic~~deed ~~substances~~on ~~and~~all ~~other matters. Minerals exploration is also subject to risks and liabilities associated with pollution~~ of the ~~environment~~metallic and ~~disposal~~non-metallic ofminerals ~~waste products occurring as a result~~ of ~~mineral~~every ~~exploration~~kind and ~~production.~~character ~~Compliance~~produced ~~with~~from ~~these~~the ~~laws~~Idaho ~~and~~Property. The ~~regulations~~royalty ~~may~~is ~~impose substantial costs on us and will subject us to significant potential liabilities~~1.0% ~~Changes~~of inthe ~~these~~net ~~regulations~~proceeds ~~could~~received ~~require~~from usa topurchaser, ~~expend~~smelter ~~significant resources to comply with new laws~~ or ~~regulations~~other orprocessing ~~changes to current requirements and could have a material adverse effect on our business operations~~facility.

~~Exploration~~Governmental ~~and~~Regulations ~~production activities are subject to certain environmental regulations which may prevent or delay the commencement or continuance of our operations. In general, our exploration~~ and production activities are subject to certain foreign regulations, and may be subject to foreign or federal, state and local laws and regulations, relating to environmental quality and pollution control. Such laws and regulations increase the costs of these activities and may prevent or delay the commencement or continuance of a given operation.Permits

~~Minerals~~The ~~exploration~~laws, ~~operations~~rules ~~are~~and ~~subject~~regulations towe comprehensive regulation which may cause substantial delays or require capital outlays in excess of those anticipated causing an adverse effect on our business operations. Minerals exploration operations are subject to ~~foreign~~include, ~~federal,~~but ~~state,~~are ~~and~~not ~~local~~limited ~~laws relating~~ to, the ~~protection~~laws of the ~~environment~~State of Colorado, including ~~laws~~but ~~regulating~~not ~~removal~~limited ofto ~~natural resources from~~ the ~~ground~~regulations and ~~the~~permits ~~discharge~~promulgated ofor ~~materials~~issued ~~into~~by the ~~environment.~~State ~~Minerals~~of ~~exploration~~Colorado, ~~operations~~Department ~~are~~of ~~also~~Natural ~~subject~~Resources, toDivision ~~federal,~~of ~~state~~Reclamation, Mining and ~~local~~Safety ~~laws~~(“CDRMS”), and ~~regulations~~the ~~which~~Department ~~seek~~of toPublic ~~maintain~~Health ~~health~~ and ~~safety~~Environment ~~standards~~(“CDPHE”), byas ~~regulating~~well the ~~design~~laws ~~and use~~ of ~~drilling~~the ~~methods~~United ~~and~~States, ~~equipment.~~including ~~Various~~but ~~permits~~not ~~from~~limited ~~government bodies are required for drilling operations~~ to bethe ~~conducted;~~regulations noand ~~assurance~~permits ~~can~~promulgated beor ~~given~~issued ~~that~~by ~~such~~the ~~permits will be received~~U.S. Environmental ~~standards~~Protection ~~imposed~~Agency ~~by federal~~(“EPA”), ~~state,~~the ~~or local authorities may be changed and any such changes may have material adverse effects on our activities~~U.S. ~~Moreover,~~Army ~~compliance~~Corps ~~with such laws may cause substantial delays or require capital outlays in excess~~ of ~~those~~Engineers ~~anticipated~~(the “Corps”), ~~thus~~the ~~causing an adverse effect on us~~U.S. ~~Additionally,~~Forest weService ~~may~~(“USFS”) beand ~~subject~~the toU.S. ~~liability~~Mine ~~for~~Safety ~~pollution~~and orHealth ~~other~~Administration ~~environmental~~(“MSHA”), ~~damages~~as ~~which~~well weas ~~may elect not to insure against due to prohibitive premium costs and other reasons. As of~~ the ~~date~~ordinances of ~~this~~La ~~Annual~~Plata ~~Report~~County, weColorado, ~~have~~as ~~not~~we ~~been~~carry ~~required~~out toour ~~spend~~exploration ~~any material amount on compliance with environmental regulations~~program.

~~Research~~We have received required permits and ~~development~~approvals from the Corps for impacts to adjacent wetlands during construction activities associated with improvements to the primary access road to the Properties and from the USFS for temporary use of a USFS road to access the Properties during the permitting process. Colorado Division of Reclamation Mining and Safety issued a mining permit on December 12, 2012 authorizing Wildcat Mining Corporation to finalize road and mine portal designs and to prepare the pre-existing access roads to support future mining activities. We have also received one permit from Colorado Department of Public Health and the Environment (CDPHE) relating to storm water discharge, and are awaiting approval on modification of a previously issued storm water discharge permit to reflect our currently proposed mining activities. We are exempt from CDPHE air permitting requirements since any milling will be conducted underground, and emission controls will be in place.

NoOn ~~research~~April 9, 2012, the EPA determined that we were in violation of section 301 of the Clean Water Act (“CWA”). Section 301 of the CWA prohibits the discharge of pollutants into waters of the United States except as in compliance with section 404 of the CWA. Section 404 authorizes the Unites States Army Corps of Engineers to issue permits allowing discharges of dredged or fill material into waters of the United States. The violations were the result of Wildcat’s construction actions that took place in 2008. These actions discharged dredged or fill materials into water of the United States without authorization. The Order describes actions necessary for us to achieve compliance with Sections 301 and ~~development~~404 ~~expenditures~~of the CWA. We have ~~been~~responded ~~incurred,~~to ~~either~~the onEPA and, through our ~~account~~efforts orto ~~sponsored~~satisfy the requirements levied by ~~customers,~~CDRMS. ~~during~~We are seeking approval from CDRMS and EPA to execute a remediation plan that will satisfy the ~~past~~requirements ~~three~~of ~~years~~the Order. There is the possibility of additional civil penalties and we are hopeful that our remediation efforts will satisfy the actions necessary to achieve compliance with the Order and avoid additional civil penalties. We do not expect the costs of the remediation effort or potential regulatory penalties to be significant.

Employees

WeAs doof ~~not~~May ~~employ~~25, ~~any~~2012, ~~persons~~we onhave aeight staff members, all of whom are IRS Form 1099 contract and full-time. None orof onour astaff ~~part-time~~members ~~basis~~is subject to any collective bargaining agreements. We believe that our relationship with our staff members is good.

~~Item~~ITEM 1A ~~Risk Factors~~ .

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

~~Item~~This 1Bsection sets forth certain of the material risks faced by us. You ~~Unresolved~~should ~~Staff~~carefully ~~Comments~~consider the risks described below in conjunction with the other information in this Annual Report and related financial statements. These risks are not the only risks we face. Our business, financial condition and results of operations could be harmed by any of the following risks or by other risks identified throughout this Annual Report, or by other risks that have not been identified or that we may believe are immaterial or unlikely.

~~None~~ 7

~~Page~~Risks 5Related to the Company, Industry and Financial Results

~~Item~~We 2have ~~Properties~~no proven or probable reserves, and we may never find commercially viable reserves.

WeThe ~~currently~~Properties do not ~~own~~have any ~~physical~~proven ~~property~~ or ~~own~~probable ~~any~~reserves. A ~~real~~“reserve,” ~~property. Our~~as ~~principal~~defined ~~executive~~by ~~office~~the SEC, is ~~located~~that part of a mineral deposit which could be economically and legally extracted or produced at 23the ~~Kinora~~time ~~Grove~~of ~~NW,~~the ~~Calgary~~reserve determination. A reserve requires a feasibility study demonstrating with reasonable certainty that the deposit can be economically extracted and produced. We have not carried out any feasibility study with regard to the Properties. As a result, ~~Alberta~~we currently have no reserves and there are no assurances that the Properties contain any reserves.

~~Item~~Mineral 3exploration and development involve a high degree of risk and few properties that are explored are ultimately developed into producing mines. We ~~Legal~~cannot ~~Proceedings~~assure you that any future mineral exploration and development activities will result in any discoveries of proven or probable reserves as defined by the SEC since such discoveries are remote. Further, we cannot provide any assurance that even if we discover commercial quantities of mineralization, it will be brought into commercial production. Development of our Properties will follow only upon obtaining sufficient funding and satisfactory exploration results.

We ~~know~~are ofan noexploration ~~material,~~stage ~~existing or pending legal proceedings against us~~company, ~~nor~~but ~~are~~have wenot ~~involved~~yet ascommenced aexploration ~~plaintiff~~activities inon ~~any~~our ~~material proceeding or pending litigation~~Properties. We ~~There~~expect ~~are~~to noincur ~~proceedings~~operating inlosses ~~which~~for ~~any~~the offoreseeable ~~our directors, officers or affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to us~~future.

~~Item~~Since 4inception, we have been involved primarily in acquiring mineral claims. We ~~(REMOVED~~have ~~AND~~not ~~RESERVED)~~commenced mill production or rehabilitation of the mine workings or equipment for either the Idaho Property or the Mayday Property. Furthermore, it will take us approximately 90 days from start of mill repair to get the Mayday Property mill operational due to the cave-in which occurred in the first quarter of 2010. We have not commenced exploration on either of the Properties to determine if there are any proven or probable reserves. Accordingly, we have no way to evaluate the likelihood that our business will be successful. We have not earned any revenues as of the date of this Annual Report. Potential investors should be aware of the difficulties normally encountered by new mineral exploration companies and the high rate of failure of such enterprises. The likelihood of success must be considered in light of the problems, expenses, difficulties, complications and delays encountered in connection with the exploration of the Properties that we plan to undertake. Prior to completion of our exploration stage, we anticipate that we will incur increased operating expenses without realizing any revenues. We expect to incur significant losses into the foreseeable future. We recognize that if mineral production is not forthcoming from the Properties, we will not be able to continue business operations. We have no history upon which to base any assumption as to the likelihood that we will prove successful, and it is doubtful that we will generate any operating revenues or ever achieve profitable operations. If we are unsuccessful in addressing these risks, our business will most likely fail.

~~PART~~Without IIadditional funding, which we may not be able to obtain, we will be unable to implement our business plan.

~~Item~~We 5are an exploration stage company with no revenues or operating activities. Our ~~Market~~operations ~~for~~to ~~Registrant’s~~date ~~Common~~have ~~Equity~~consumed substantial capital resources and our current operating funds are less than necessary to complete our intended exploration program on the Properties. We will need additional funds to complete our business plan; without it our business will likely fail. If we raise additional funds through equity or debt financings to finance our future operations, ~~Related~~any ~~Stockholder~~equity ~~Matters~~financings could result in dilution to our stockholders and ~~Issuer~~debt ~~Purchases~~financing ofwould ~~Equity~~result ~~Securities~~in increased interest expense. Furthermore, any financing, if available, may be on unfavorable terms.

~~Since~~We ~~June~~have ~~28,~~yet ~~2010~~to earn revenue and our ~~shares~~ability ~~have~~to ~~been~~sustain ~~listed~~our ~~for~~operations ~~trading~~is dependent on ~~the~~our ~~OTC~~ability ~~Electronic~~to ~~Bulletin~~raise ~~Board (OTCBB)~~money. ~~The~~As ~~symbol~~a isresult, ~~VCRV.~~our ~~There~~auditor has ~~been~~expressed nosubstantial ~~active~~doubt ~~trading~~about of our ~~securities,~~ability ~~and,~~to ~~therefore,~~continue noas ~~high~~a ~~and~~going ~~low bid pricing~~concern.

~~The~~We ~~OTCBB~~have isaccumulated alosses ~~regulated~~of ~~quotation~~$6,119,586 ~~service~~for ~~that~~the ~~displays~~period ~~real-time~~from ~~quotes,~~inception ~~last~~to ~~sale~~February ~~prices~~29, 2012, and ~~volume~~have ~~information~~no inrevenues ~~over-the-counter~~to ~~(OTC) securities~~date. Our ~~The~~future ~~OTCBB~~ is ~~not~~dependent anupon ~~issuer~~our ~~listing~~ability ~~service,~~to ~~market~~obtain orfinancing ~~exchange.~~and ~~Although~~upon future profitable operations from the ~~OTCBB~~exploration ~~does~~and ~~not~~mining ~~have~~of ~~any~~our ~~listing~~mineral ~~requirements~~claims. These ~~per~~factors ~~se,~~raise tosubstantial doubt that we will be ~~eligible~~able ~~for~~to ~~quotation~~continue onas ~~the~~a ~~OTCBB,~~going ~~issuers~~concern. Our ~~must~~independent ~~remain~~auditor ~~current~~has inissued ~~their~~an ~~filings~~audit ~~with~~opinion on our financial statements for the ~~SEC~~year orended ~~applicable~~February ~~regulatory~~29, ~~authority.~~2012, ~~Market~~which ~~Makers~~includes ~~are~~a ~~not~~statement ~~permitted~~expressing substantial doubt as to ~~begin~~our ~~quotation~~ability ofto continue as a ~~security~~going ~~whose~~concern. Such ~~issuer~~an ~~does~~opinion ~~not~~could ~~meet~~materially ~~this~~limit ~~filing~~our ~~requirement.~~ability ~~Securities~~to ~~already~~raise ~~quoted~~additional onfunds ~~the~~by ~~OTCBB~~issuing ~~that~~new ~~become~~debt ~~delinquent~~or inequity ~~their~~securities ~~required~~or ~~filings~~otherwise. If we fail to raise sufficient capital when needed, we will not be ~~removed~~able ~~following~~to complete our business plan. As a 30result orwe 60may ~~day~~have ~~grace~~to ~~period~~liquidate ifour ~~they~~business doand ~~not~~you ~~make~~may ~~their~~lose ~~required~~your ~~filing~~investment. You ~~during~~should ~~that~~consider ~~time~~our auditor's opinion when determining if an investment in us is appropriate for you.

As of March 31, 2011, the shareholders' list of our common shares showed 29 registered shareholders holding 6,800,000 shares; there are no shares held by broker-dealers. 4,000,000 shares are owned by our officer and director, and may only be resold in compliance with Rule 144 of the Securities Act of 1933.8

Our ~~common~~operations ~~shares~~ are ~~issued~~subject into ~~registered~~permitting ~~form.~~requirements ~~Empire~~which ~~Stock~~could ~~Transfer~~require ~~Co.,~~us ~~Inc.,~~to ~~of 2470 St. Rose Parkway~~delay, ~~Henderson,~~suspend NVor ~~89074~~terminate is our ~~stock transfer agent~~operations. ~~They can be contacted by telephone at (702) 818-5898 and by facsimile at (702) 974-1444.~~

~~Holders~~Our operations, including our planned exploration activities, on the Properties require permits from the state and federal governments. We may be unable to obtain these permits in a timely manner, on reasonable terms, or at all. If we cannot obtain or maintain the necessary permits, or if there is a delay in receiving these permits, our timetable and business plan for exploration of the Properties will be adversely affected.

AsOur ofproduction ~~March~~capability ~~31,~~with ~~2011, 6,800,000~~respect ~~shares~~to ofthe ~~common~~Properties ~~stock~~could ~~were~~be ~~issued~~limited ~~and~~by ~~outstanding. There~~financial ~~are 29 shareholders of our common stock~~ and ~~each~~market ~~shareholder of our common stock is entitled to one vote for each share on all matters submitted to a stockholder vote~~factors.

~~Holders~~Mineral ofexploration ~~common~~is ~~stock~~highly ~~do not have cumulative voting rights~~speculative. ~~Therefore,~~It ~~holders~~involves ofmany arisks ~~majority~~and ofis ~~the~~often ~~shares of common stock voting for the election of directors can elect all of the directors~~non-productive. Even ~~Holders~~if ofwe ~~our common stock representing a majority of the voting power of our capital stock issued and outstanding and entitled to vote, represented in person or by proxy,~~ are ~~necessary~~able to ~~constitute~~confirm areserves ~~quorum~~on ~~at any meeting of our stockholders. A vote by~~ the ~~holders~~Properties, ~~of a majority of~~ our ~~outstanding~~production ~~shares~~capability iswill ~~required~~be tosubject ~~effectuate certain fundamental corporate changes such as liquidation, merger or an amendment~~ to ~~our~~further ~~Articles~~risks ~~of Incorporation.~~including:

~~Although~~- The ~~there~~costs ~~are~~of nobringing ~~provisions~~the inProperties ~~our~~into ~~charter~~production orincluding ~~by-laws~~obtaining ~~that~~necessary ~~may delay~~permits, ~~defer~~exploration orwork, ~~prevent~~preparation aof ~~change~~production infeasibility ~~control~~studies, weand ~~are~~construction ~~authorized,~~of ~~without~~production ~~shareholder approval~~facilities, toincluding ~~issue~~the ~~shares~~rehabilitation of ~~preferred~~the ~~stock~~existing mines ~~that~~and ~~may~~mill ~~contain~~site, ~~rights~~all orof ~~restrictions~~which ~~that~~we ~~could~~ have ~~this~~not ~~effect.~~budgeted for;

~~Holders~~- The ofavailability common stock are entitled to share in all dividends that the board of directors, in its discretion, declares from legally available funds. In the event of liquidation, dissolution or winding up, each outstanding share entitles its holder to participate pro rata in all assets that remain after payment of liabilities and ~~after~~costs ~~providing for each class~~ of stock, if any, having preference over the common stock. Holders of our common stock have no pre-emptive rights, no conversion rights and there are no redemption provisions applicable to our common stock.financing;

~~Dividends~~- The ongoing costs of production; and

We- Risks ~~have~~related ~~never declared or paid any cash dividends on our common stock. For the foreseeable future, we intend~~ to ~~retain~~compliance ~~any~~with ~~earnings~~environmental tolaws ~~finance the development~~ and ~~expansion~~regulations ~~of our business,~~ and werelated ~~do not anticipate paying any cash dividends on its common stock~~restraints. Any future determination to pay dividends will be at the discretion of the Board of Directors and will be dependent upon then existing conditions, including our financial condition and results of operations, capital requirements, contractual restrictions, business prospects, and other factors that the board of directors considers relevant.

~~Page~~The 6marketability of any minerals discovered may be affected by numerous factors which are beyond our control and which cannot be accurately predicted, such as market fluctuations, the lack of smelting facilities interested in purchasing ore mined on the Properties, and other factors such as government regulations, including regulations relating to allowable production, the importing and exporting of minerals, and environmental protection.

~~Securities~~Given ~~authorized~~the ~~for~~above ~~issuance~~noted ~~under~~risks, ~~equity~~the ~~compensation~~chances ~~plans~~of us finding and commercially exploiting sufficient reserves on our Properties are remote and funds expended on exploration will likely be lost.

WeBecause doof ~~not~~the ~~have~~unique ~~any~~difficulties ~~equity~~and ~~compensation~~uncertainties ~~plans~~inherent ~~and~~in ~~accordingly~~mineral exploration ventures, we ~~have~~face noa ~~securities~~high ~~authorized~~risk ~~for~~of ~~issuance~~business ~~hereunder~~failure.

~~Purchases~~You should be aware of ~~equity~~the ~~securities~~difficulties normally encountered by new mineral exploration companies and the ~~Issuer~~high rate of failure of such enterprises. The likelihood of success must be considered in light of the problems, expenses, difficulties, complications and ~~affiliated~~delays ~~purchasers~~encountered in connection with the exploration of the Properties that we plan to undertake. These potential problems include, but are not limited to, encountering unusual or unexpected rock formations, formation pressures, fires, power outages, labor disruptions, inability to locate experienced mining staff, flooding, cave-ins, landslides and the inability to obtain suitable or adequate machinery, equipment or labor, as well as other unanticipated problems relating to exploration, and additional costs and expenses that may exceed current estimates.

~~There~~Most ~~were~~exploration noprojects ~~shares~~do not result in the discovery of ~~common~~commercially ~~stock~~mineable mineral deposits. Problems such as unusual or unexpected formations and other ~~securities~~conditions ~~issued~~are common to ~~the~~mineral ~~issuer~~exploration oractivities ~~affiliated~~and ~~purchasers~~often ~~during~~result in unsuccessful exploration efforts. If the ~~year~~results ~~ended~~of ~~March~~our 31exploration program do not reveal viable commercial mineralization, ~~2011~~we may decide to abandon our claim and acquire new claims for new exploration. Our ability to acquire additional claims will be dependent upon our possessing adequate capital resources when needed. If no funding is available, we may be forced to abandon our operations.

~~Common~~Because ~~stock~~of ~~purchase~~the ~~warrants~~inherent dangers involved in mineral exploration, there is a risk that we may incur liability or damages as we conduct our business.

~~There~~The ~~were~~search for valuable minerals involves numerous hazards. As a result, we may become subject to liability for such hazards, including pollution, fires, flooding, landslides, cave-ins and environmental and other hazards against which we cannot insure or against which we may elect not to insure. At the present time we have no ~~common~~insurance ~~stock~~to ~~purchase~~cover ~~warrants~~against ~~outstanding~~these ashazards. The atpayment ~~March~~of 31such liabilities may result in our inability to complete our planned exploration program and/or obtain additional financing to fund our exploration program and could reduce or eliminate any future profitability, ~~2011~~resulting in increasing costs and a decline in the value of the shares of our Securities.

~~Item 6. Selected Financial Data~~9

InThe ~~addition~~Properties toare ~~reading~~subject ~~this~~to ~~section,~~royalties ~~you~~on ~~should read the financial statements section which contains all detailed financial information including our results of operations~~production.

~~Statement~~As part of ~~Operations~~the ~~Information:~~Mayday Property lease, we granted lessor royalties of 5% - 9.5% of net smelter returns depending on the price of gold. At the current price of gold, we would have to pay royalties of 9.5% to the lessor. In connection with the purchase of the Idaho Property, we granted Grantees royalties of 3.5% of net smelter returns and 7.0% of the net proceeds we receive upon any sale of minerals in raw form other than to a smelter or processing facility. We also granted the investors in a private offering of our common stock completed immediately prior to the Share Exchange a royalty of 3% of any net proceeds received from selling or processing ore that has been previously mined and stockpiled above ground on the Properties. In connection with a recent $400,000 loan, we granted SVA a perpetual non-participating production royalty of 1.0% of the net proceeds received from a purchaser, smelter or other processing facility of any metallic and non-metallic minerals produced from the Idaho Property. In addition, historical royalties may be asserted by third-parties which are currently unknown to us.

	Year Ended March 31, 2011			Period from January 19, 2010 (Inception) to March 31, 2010	Period from January 19, 2010 (Inception) to March 31, 2011
Revenues	$	0		$ 0	$	0
Gross profit		0		0		0
Total Operating Expenses		17,639		7,247		24,886
Net income (loss)		(17,639)		(7,247)		(24,886)
Income (loss) per share (basic and diluted)		(0.00	)	(0.00)		(0.00)

Because our officers and/or directors do not have any formal training specific to the technicalities of mineral exploration and mining, there is a higher risk our business will fail.

~~Balance~~Other ~~Sheet~~than ~~Information:~~Randall Oser, whose has a B.S. in Geology, no member of our board of directors (the “Board”) nor any officers have any formal training in the technical aspects of mineral exploration and underground mining or the management of a mineral exploration company. With no direct training or experience in these areas, our management may not be fully aware of the specific requirements related to working within this industry. Our management's decisions and choices may not take into account standard engineering or managerial approaches mineral exploration companies commonly use. Consequently, our operations, earnings, and ultimate financial success could suffer irreparable harm due to management's lack of experience in this industry. We rely on the opinions of consulting geologists that we retain from time to time for specific exploration projects or property reviews. As a result of management's inexperience, we face a greater risk of being unable to achieve profitability or complete our business plan.

		As of March 31, 2011	As of March 31, 2010
Working capital (deficit)	$	25,114	42,753
Total assets		25,114	44,142
Total liabilities		-	1,389
Accumulated Deficit		(24,886)	(7,247)
Stockholders’ equity (deficit)		25,114	42,753

Fluctuating gold, metal and mineral prices could negatively impact our business plan.

~~Item~~The 7potential for profitability of our gold and other metal and mineral mining operations and the value of any mining properties we may acquire will be directly related to the market price of gold and the metals and minerals that we mine. ~~Management’s~~Historically, ~~Discussion~~gold and ~~Analysis~~other mineral prices have widely fluctuated, and are influenced by a wide variety of ~~Financial~~factors, ~~Condition~~including inflation, currency fluctuations, regional and ~~Results~~global demand and political and economic conditions. Fluctuations in the price of ~~Operations~~gold and other minerals that we mine may have a significant influence on the market price of our common stock and a prolonged decline in these prices will have a negative effect on our results of operations and financial condition.

~~The~~As ~~summarized~~we ~~financial~~undertake ~~data~~exploration ~~set~~of ~~forth in the table above is derived from and should be read in conjunction with~~ our ~~audited~~mining ~~financial statements for the period from inception (January 19~~claims, ~~2010)~~we towill ~~fiscal~~be ~~year~~subject ~~ended March 31, 2011, including the notes~~ to ~~those~~compliance ~~financial statements which are included in this Annual Report. The following discussion should be read in conjunction~~ with ~~our~~governmental ~~audited~~laws, ~~financial~~rules ~~statements~~ and ~~the~~regulations ~~related notes~~ that ~~appear~~materially ~~elsewhere~~restrict inmineral ~~this~~exploration, ~~Annual~~and ~~Report.~~may ~~The~~increase ~~Our~~the ~~audited~~anticipated ~~financial~~timing ~~statements are stated in United States Dollars~~ and ~~are~~cost ~~prepared~~of inour ~~accordance~~exploration ~~with United States Generally Accepted Accounting Principles~~program.

We are ansubject ~~exploration~~to ~~stage~~numerous ~~company~~laws, rules and ~~have~~regulations ~~not~~promulgated ~~generated~~by ~~any~~agencies ~~revenue~~and todepartments ~~date.~~of ~~The~~the ~~above~~United ~~table~~States, ~~sets~~the ~~forth~~State ~~selected~~of ~~financial~~Colorado ~~information~~as ~~for~~well ~~the~~as ~~periods~~La ~~indicated.~~Plata WeCounty, ~~have~~Colorado ~~incurred~~as ~~recurring~~we ~~losses~~carry toout ~~date~~our exploration program. We ~~Our~~may ~~financial~~be ~~statements~~required ~~have~~to ~~been~~obtain ~~prepared~~work ~~assuming~~permits, ~~that~~post webonds ~~will~~and ~~continue~~perform asremediation awork ~~going~~for ~~concern~~any ~~and,~~physical ~~accordingly,~~disturbance doto ~~not~~the ~~include~~land ~~adjustments~~in ~~relating~~order to ~~the~~comply ~~recoverability~~with ~~and~~these ~~realization~~laws. We may also be subject to enforcement for alleged violations of ~~assets~~these and ~~classification~~other offederal, ~~liabilities~~state ~~that~~and ~~might~~local belaws, ~~necessary~~regulations ~~should~~and ordinances. If we beenter ~~unable~~the toproduction ~~continue~~phase, inthe ~~operation.~~cost Weof ~~are~~complying ~~dependent~~with ~~upon~~permit ~~obtaining~~and ~~financing~~regulatory toenvironment ~~pursue~~laws ~~exploration~~will ~~activities.~~be ~~For~~greater ~~these~~because ~~reasons,~~the ~~there~~impact ison ~~substantial~~the ~~doubt~~project ~~that~~area weis greater. Permits and regulations will becontrol ~~able~~all toaspects ~~continue~~of asthe aproduction ~~going~~program ~~concern~~if the project continues to that stage. Examples of regulatory requirements include:

~~We expect we will require additional capital to meet our long term operating requirements. We expect to raise additional capital through, among other things, the sale of equity or debt securities.~~(a)

~~Results~~Water ofdischarge ~~Operations~~will have to meet drinking water standards;

~~We did not earn any revenues for the year ended March 31, 2011 and from inception on January 19, 2010 to March 31, 2010~~(b)

~~Page~~Dust 7generation will have to be minimal or otherwise abated;

Our net loss for fiscal year ended March 31, 2011 was $17,639 compared to a net loss of $7,247 during fiscal year ended March 31, 2010, an increase on loss of $10,392. The increase in the current year’s spending can be attributed to our Company moving forward with its business plan, namely for the Company to be quoted on the OTCBB. The costs incurred can be further subdivided into the following categories.(c)

~~Professional~~Mining ~~fees:~~rock Wedisposed ~~incurred $13,516 in professional fees for the fiscal year ended~~ on ~~March 31, 2011 as compared to $2,389 for~~ the ~~previous~~surface ~~fiscal~~will ~~year.~~have ~~This increase can be attributed~~ to ~~our Company moving forward with its business plan, namely for the Company to~~ be ~~quoted~~re-contoured ~~on the OTCBB including fees for legal, accounting~~ and ~~filing.~~re-vegetated ~~From~~with ~~inception~~natural ~~to March 31, 2011 we have incurred $15,905 in professional fees mainly spent on legal and accounting matters.~~vegetation;

~~General and administrative expenses: We incurred $4,123 in comparison to $1,408 in the past year. For the period from inception to March 31, 2011, a total of $5,531 has been incurred.~~ (d)

~~Mineral~~An ~~property~~assessment ~~costs: We have incurred a total~~ of ~~$3,450~~all ~~from~~material ~~the inception~~ to ~~March~~be ~~31,~~left ~~2011.~~on ~~This~~the ~~category~~surface will ~~vary~~need ~~from year~~ to ~~year~~be ~~dependent~~environmentally ~~on the exploration activities of the Company.~~ benign;

~~Research and development: We have not incurred any expenses for research and development since inception.~~ (e)

~~Compensation:~~Ground Nowater ~~compensation~~will ~~costs~~have ~~were~~to ~~incurred~~be ~~since~~monitored ~~inception.~~for any potential contaminants;

~~Income tax provision: As a result of operating losses, there has been no provision for the payment of income taxes from the date of inception.~~ (f)

~~Liquidity~~The socio-economic impact of the project will have to be evaluated and ~~Capital~~if ~~Resources~~deemed negative, will have to be mitigated; and

~~As at March 31, 2011, we had a cash balance of $25,114.~~ (g)

WeThere domay ~~not~~have ~~anticipate~~to ~~generating~~be ~~any~~an ~~revenue~~impact ~~for~~report ~~the~~of ~~foreseeable~~certain ~~future.~~aspects ~~Other~~of ~~than~~ the ~~shares~~work ~~offered~~on ~~during~~ the ~~year~~local ~~ended~~fauna ~~March~~and ~~31,~~flora ~~2011,~~including noa ~~other~~study ~~source~~ of ~~capital~~potentially ~~has~~endangered ~~been has been identified or sought~~species. ~~If we experience a shortfall in operating capital, our director has verbally agreed to advance the Company to a maximum of $10,000.~~

When additional funds become required, the additional funding will come from equity financing from the sale of our common stock. If we are successful in completing an equity financing, existing shareholders will experience dilution of their interest in our company. 10

There is a risk that new regulations could increase our costs of doing business and prevent us from carrying out our exploration program. We dowill ~~not~~also have ~~any~~to ~~financing~~sustain ~~arranged~~the cost of reclamation and weenvironmental ~~cannot~~remediation ~~provide~~for ~~investors~~all ~~with~~exploration ~~any~~work ~~assurance~~undertaken. Both ~~that~~reclamation weand ~~will~~environmental beremediation ~~able~~refer to ~~raise~~putting ~~sufficient~~disturbed ~~funding~~ground ~~from~~back as close to its original state as possible. Other potential pollution or damage must be cleaned-up and renewed along standard guidelines outlined in the ~~sale~~usual permits. Reclamation is the process of ~~our~~bringing ~~common~~the ~~stock~~land back to ~~fund~~its ~~our~~natural state after completion of exploration ~~programs~~activities. Environmental Inremediation refers to the ~~absence~~physical activity of ~~such~~taking ~~financing~~steps to remediate, ~~our~~or ~~business~~remedy, any environmental damage caused. The amount of these costs is not known at this time as we do not know the extent of the exploration program that will ~~fail~~be undertaken beyond completion of the recommended work program. If remediation costs exceed our cash reserves we may be unable to complete our exploration program and have to abandon our operations.

~~Based~~In addition, our operations may be subject to new environmental regulations promulgated by government agencies from time to time. Environmental legislation provides for or could provide for financial assurance or certain restrictions and prohibitions on ~~the~~spills ~~nature~~and release or emissions of ~~our~~various ~~business~~substances produced in association with certain mining industry operations, wesuch ~~anticipate~~as ~~incurring~~seepage ~~operating~~from ~~losses~~tailings indisposal ~~the~~areas ~~foreseeable~~which ~~future~~would result in environmental pollution. A Webreach ~~base~~of ~~this~~such ~~expectation,~~legislation may result in ~~part~~the imposition of fines and penalties, onor ~~the~~certain ~~fact~~additional ~~that~~permitting ~~very~~or ~~few~~compliance ~~mineral~~obligations. Environmental ~~claims~~legislation inis ~~the~~evolving ~~exploration~~in ~~stage~~such ~~ultimately~~a ~~develop~~way ~~into~~that ~~producing~~standards, ~~profitable~~enforcement, ~~mines.~~fines ~~Our~~and ~~future~~penalties ~~financial~~for ~~results~~non-compliance are ~~also~~tending ~~uncertain~~to ~~due~~become tomore astringent. Furthermore, ~~number~~certain types of ~~factors,~~operations ~~some~~require ofthe ~~which~~submission ~~are~~and ~~outside~~approval ~~our~~of ~~control~~environmental impact assessments. Environmental ~~These~~impact ~~factors~~assessments ~~include,~~of ~~but~~proposed ~~are~~projects ~~not~~carry ~~limited~~a ~~to:~~heightened degree of responsibility for us and our directors, officers and consultants.

~~our~~There ~~ability~~can be no assurance that we will be able to ~~raise~~obtain ~~additional~~all ~~funding;~~necessary licenses and permits that may be required to conduct exploration, development and mining operations on the Properties.

~~the~~CDRMS ~~results~~has completed its review of ~~our~~the ~~proposed~~Mining ~~exploration~~Permit ~~programs~~application onand has made a recommendation to the ~~mineral~~Mining ~~property;~~Board that the Mining Permit application be approved with conditions, despite objections to the Mining Permit application from certain neighbors and other parties. The Mining Permit application was approved with conditions by the Mining Board after a formal hearing on November 9, 2011.

~~our~~In ~~ability~~addition to ~~find~~the ~~joint~~Mining ~~venture~~Permit, ~~partners~~we also filed an application with La Plata County for a Class II Land Use Permit. The La Plata County Planning Department will recommend approval, approval with conditions or denial of this permit to the ~~development~~La Plata County Planning Commission. The La Plata County Planning Commission will approve, approve with conditions or deny the application, which will then be presented to the La Plata County Board of ~~our~~Commissioners ~~property~~for ~~interests~~final approval, approval with conditions or denial. Again, there are no guarantees whether the La Plata County Board of Commissioners will approve the land use permit application. Furthermore, we are also awaiting approval of a permit from CDPHE for metal mining storm water discharges, and there is no guarantee this permit will be approved.

~~Due~~Because towe ~~our lack of operating history and present inability to generate revenues, our auditors~~ have ~~stated~~not ~~their~~yet ~~opinion~~surveyed ~~that~~the ~~there currently exists a substantial doubt about our ability to continue as a going concern. Even if we complete our current exploration program~~Properties, ~~and it is successful in identifying a mineral deposit,~~ we ~~will~~may ~~have~~discover tomineralization ~~spend substantial funds~~ on ~~further~~our ~~drilling~~claims ~~and~~that ~~engineering~~is ~~studies~~not ~~before~~within weour ~~will~~claim ~~know if we have a commercially viable mineral deposit or reserve~~boundaries.

~~The~~We ~~detailed~~have ~~analysis~~not conducted a title search of the ~~risk~~patented ~~factors~~mining claims, nor have we surveyed the boundaries of the Properties. Until the claims are surveyed, the precise location of the boundaries of the claims may be in doubt. If we discover mineralization that is ~~disclosed~~close ~~our~~to ~~Company’s~~the ~~registration~~claims' ~~statement~~boundaries, ~~Form~~it ~~S-1~~is aspossible ~~filed~~that ~~with~~some or all of the ~~Securities~~mineralization ~~and~~may ~~Exchange~~occur ~~Commission~~outside the boundaries. In such a case we would not have the right to extract those minerals.

~~Future~~We ~~Financings~~can provide no assurance that we will be able to successfully advance the mineral claims into commercial production, if we discover commercial reserves of precious metals on our Properties.

WeIf our exploration program is successful in establishing ore of commercial tonnage and grade, we will require additional ~~financing~~funds in order to ~~enable~~advance usthe toclaim ~~proceed~~into ~~with~~commercial ~~our~~production. Obtaining ~~plan~~additional financing would be subject to a number of ~~operations~~factors, asincluding ~~discussed~~the ~~above.~~market ~~Accordingly,~~price wefor ~~will~~the ~~require~~minerals, ~~additional~~investor ~~financing~~acceptance inof ~~order~~our toclaims ~~continue~~and ~~operations~~general market conditions. These ~~There~~factors ~~can~~may bemake nothe ~~assurance~~timing, ~~that~~amount, ~~additional~~terms ~~financing~~or ~~will~~conditions beof ~~available~~additional financing unavailable to us. ~~when~~We ~~needed~~may ~~or,~~be ifunable ~~available,~~to ~~that~~obtain itany ~~can~~such befunds, ~~obtained~~or onto ~~commercially~~obtain ~~reasonable~~such funds on terms. Ifthat we ~~are not~~consider ~~able~~economically tofeasible ~~obtain~~and ~~the~~you ~~additional~~may ~~financing~~lose onany ainvestment ~~timely~~you ~~basis~~make in this offering. Furthermore, wethe ~~will~~most ~~not~~likely besource ~~able~~of tofuture ~~meet~~funds ~~our~~is ~~other~~through ~~obligations~~the assale ~~they~~of ~~become~~equity ~~due~~capital. Any Wesale ~~are~~of ~~pursuing~~share ~~various~~capital ~~alternatives~~ to ~~meet~~raise ~~our~~operating ~~immediate~~funds ~~and~~will ~~long-term~~result ~~financial~~in ~~requirements.~~dilution to existing stockholders.

~~Page 8~~11

WeIf ~~anticipate~~access ~~continuing~~ to ~~rely on equity sales of~~ our ~~common~~mineral ~~stock~~claims inis ~~order~~restricted toby ~~fund~~inclement ~~our~~weather, ~~business~~we ~~operations.~~may ~~Issuances~~be ofdelayed ~~additional shares will result~~ in ~~dilution~~our toexploration ~~existing~~and ~~stockholders. There is no assurance that we will achieve~~ any ~~additional~~future ~~sales~~mining ~~of equity securities or arrange for debt or other financing to fund our planned business activities~~efforts.

WeIt ~~presently~~is dopossible ~~not~~that ~~have~~snow ~~any~~or ~~arrangements~~rain ~~for~~could ~~additional~~cause ~~financing~~the ~~and~~mining noroads ~~potential~~providing ~~lines~~access ofto ~~credit~~our orclaims ~~sources~~to ofbecome ~~financing~~impassable. If ~~are~~the ~~currently~~roads ~~available~~are ~~for~~impassable ~~the~~we ~~purpose~~would ofbe ~~proceeding~~delayed ~~with~~in our ~~plan~~exploration ~~of operations~~timetable.

~~Contractual~~Based ~~Obligations~~on consumer demand, the growth and demand for any ore we may recover from our claims may be slowed, resulting in reduced revenues to the Company.

AsWe acan ~~“smaller~~provide ~~reporting~~no ~~company”~~assurance that we will successfully mine commercial quantities of ore or ore of commercial quality. Even if we do produce sufficient quantity or quality of ore, we ~~are~~can ~~not~~provide ~~required~~no assurance that a ready market will exist for such ore. Numerous factors beyond our control may affect the marketability of the ore, such as market fluctuations; the proximity and capacity of natural resource markets and processing equipment; and government regulations, including government regulations relating to ~~provide~~prices, ~~tabular~~taxes, ~~disclosure~~royalties, ~~obligations~~land tenure, land use, importing and exporting of minerals and environmental protection. This could limit our ability to generate revenues and our financial condition and operating results may be harmed.

~~Going~~If ~~Concern~~we ~~Consideration~~fail to make required expenditures, we could lose our rights to the Mayday Property.

The ~~report~~Mayday ofProperty ~~our~~lease ~~independent~~continues ~~registered~~after ~~public~~the ~~accounting~~initial ~~firm~~ten ~~raises~~year ~~substantial~~term ~~doubt~~for ~~about~~so ~~our~~long ~~ability~~thereafter as mining, production and/or development are being conducted for at least one day every year. In addition, starting in June 2011, we are obligated to ~~continue~~expend asat aleast ~~going~~$15,000 ~~concern~~towards ~~based~~costs onfor exploration, development, mining or related operations applicable to the ~~absence~~Mayday ofProperty anduring ~~established~~the ~~source~~sixth year of ~~revenue~~the lease, ~~recurring~~$20,000 ~~losses~~during ~~from~~the ~~operations,~~seventh year of the lease and ~~our~~$30,000 ~~need~~during ~~for~~each ~~additional~~subsequent ~~financing~~year of the lease. The excess of expenditures in ~~order~~one year can be carried forward to ~~fund~~meet ~~our~~subsequent ~~operations~~year’s obligations. Failure to make the required levels of expenditures could result in ~~2012~~a forfeiture of the right to mine the Mayday Property.

~~Off-Balance~~Our ~~Sheet~~industry ~~Arrangements~~is highly competitive, attractive mineral lands are scarce and we may not be able to obtain quality properties.

We ~~have~~compete nowith ~~off-balance~~many ~~sheet~~companies ~~arrangements~~in the mining industry, including large, established mining companies with capabilities, personnel and financial resources that ~~have~~far orexceed ~~are~~our ~~reasonably~~limited ~~likely~~resources. In toaddition, ~~have~~there is a ~~current~~limited orsupply ~~future~~of ~~effect~~desirable onmineral ~~our~~lands ~~financial~~available ~~condition~~for claim-staking, ~~changes~~lease or acquisition in ~~financial~~the ~~condition~~United States, ~~revenues~~and orother ~~expenses~~areas where we may conduct exploration activities. We are at a competitive disadvantage in acquiring mineral properties, ~~results~~since we compete with these larger individuals and companies, many of ~~operations~~which have greater financial resources and larger technical staffs. Likewise, ~~liquidity~~our competition extends to locating and employing competent personnel and contractors to prospect, ~~capital~~develop ~~expenditures~~and operate mining properties. Many of our competitors can offer attractive compensation packages that we may not be able to meet. Such competition may result in our company being unable not only to acquire desired properties, but to recruit or retain qualified employees or to acquire the capital necessary to fund our operation and advance our properties. Our inability to compete with other companies for these resources ~~that~~would ishave a material toadverse ~~stockholders~~effect on our results of operation and business.

~~Forward~~Risks ~~Looking~~Related ~~Statements~~to Ownership of Our Common Stock

~~The~~Because ~~information in this quarterly report contains forward-looking statements within~~ the ~~meaning~~public ofmarket ~~Section~~for ~~27A~~shares of ~~the~~our ~~Securities~~common ~~Act~~stock ofis ~~1933~~limited, asinvestors amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These forward-looking statements involve risks and uncertainties, including statements regarding the Company’s capital needs, business strategy and expectations. Any statements contained herein that are not statements of historical facts may be ~~deemed~~unable to beresell ~~forward-looking~~their ~~statements~~shares. In some cases, you can identify forward-looking statements by terminology such as “may,” “will,” “should,” “expect,” “plan,” “intend,” “anticipate,” “believe,” “estimate,” “predict,” “potential” or “continue,” the negative of such terms or other comparable terminology. Actual events or results may differ materially. In evaluating these statements, you should consider various factors, including the risks outlined from time to time, in other reports we file with the Securities and Exchange Commission (the “SEC”). These factors may cause our actual results to differ materially from any forward-looking statement. We disclaim any obligation to publicly update these statements, or disclose any difference between its actual results and those reflected in these statements. The information constitutes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995.

~~Item~~Currently 7Athere is only a limited public market for our common stock on the -the-counter bulletin board (the “OTCBB”) in the United States. Thus ~~Quantitative~~investors may be unable to resell their shares of our common stock. The development of an active public trading market depends upon the existence of willing buyers and ~~Qualitative~~sellers ~~Disclosures~~who ~~About~~are able to sell their shares as well as market makers willing to create a market in such shares. Under these circumstances, the market bid and ask prices for the shares may be significantly influenced by the decisions of the market makers to buy or sell the shares for their own account. Such decisions of the market makers may be critical for the establishment and maintenance of a liquid public market in our common stock. Market ~~Risk~~makers are not required to maintain a continuous two-sided market and are free to withdraw firm quotations at any time. We cannot give you any assurance that an active public trading market for the shares will develop or be sustained.

~~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.~~12

AsThe aprice ~~“smaller~~of ~~reporting~~our ~~company”,~~common westock ~~are~~is ~~not~~volatile, ~~required~~which tomay ~~provide~~cause ~~the~~investment ~~information~~losses ~~required~~for byour ~~this Item~~stockholders.

WeThe domarket ~~not~~for ~~hold~~our ~~any~~common ~~derivative~~stock ~~instruments~~is ~~and~~highly dovolatile, ~~not~~having ~~engage~~ranged in ~~any~~the ~~hedging~~last ~~activities~~twelve months from a low of $.37 ~~Because~~to ~~most~~a high of $1.55 on the OTCBB. The trading price of our ~~purchases~~common ~~and~~stock ~~sales~~on ~~will~~the ~~made~~OTCBB inis ~~Indian~~subject ~~rupees,~~to ~~any~~wide ~~exchange~~fluctuations ~~rate~~in ~~change~~response ~~affecting~~to, among other things, the ~~value~~limited number of ~~the~~shares traded, and general economic and market conditions. In addition, statements or changes in ~~Indian~~opinions, ~~rupee~~ratings, ~~relative~~or earnings estimates made by brokerage firms or industry analysts relating to ~~the~~our ~~U.S.~~market ~~dollar~~or relating to us could ~~have~~result in an immediate and adverse effect on ~~our~~the ~~financial~~market ~~results~~price asof ~~reported~~our incommon Ustock.S. The ~~dollars.~~highly Ifvolatile ~~the~~nature inof ~~Indian~~our ~~rupee~~stock ~~were~~price tomay ~~depreciate~~cause ~~against~~investment ~~the~~losses Ufor our stockholders.S. In ~~dollar~~the past, ~~amounts~~securities ~~reported~~class inaction ~~U.S.~~litigation ~~dollars~~has ~~would~~often bebeen ~~correspondingly~~brought ~~reduced.~~against Ifcompanies ~~the~~following inperiods ~~Indian~~of ~~rupee~~volatility ~~were~~in tothe ~~appreciate~~market ~~against~~price ~~the~~of Utheir securities.S. If ~~dollar~~securities class action litigation is brought against us, ~~amounts~~such ~~reported~~litigation could result in ~~U.S.~~substantial ~~dollars~~costs ~~would~~while bediverting ~~correspondingly~~management’s ~~increased~~attention and resources.

~~Item~~Securities 8.analysts ~~Financial~~may ~~Statements~~elect ~~and~~not ~~Supplementary~~to ~~Data~~report on our common stock or may issue negative reports that adversely affect the price of our common stock.

~~Our~~At ~~financial~~this ~~statements~~time, ~~are~~no ~~stated~~securities analyst provides research coverage of our common stock. Further, securities analysts may never provide this coverage in ~~United~~the ~~States~~future. Rules ~~Dollars~~mandated by the Sarbanes-Oxley Act of 2002 (~~US$~~the “Sarbanes-Oxley Act”) and ~~are~~other ~~prepared~~restrictions led to a number of fundamental changes in ~~accordance~~how analysts are reviewed and compensated. In particular, many investment banking firms are required to contract with ~~United~~independent ~~States~~financial ~~Generally~~analysts ~~Accepted~~for ~~Accounting~~their ~~Principles~~stock research. It may remain difficult for a company with a smaller market capitalization such as ours to attract independent financial analysts that will cover our common stock. If securities analysts do not cover our common stock, the lack of research coverage may adversely affect our actual and potential market price and trading volume.

~~The~~If ~~Report~~one ofor ~~Independent~~more ~~Registered~~analysts ~~Public~~elect ~~Accounting~~to ~~Firm~~cover ~~issued~~us ~~by LBB~~and &then ~~Associates~~downgrade ~~Ltd.,~~our ~~LLP~~common ~~for~~stock, the ~~audited~~stock ~~financial~~price ~~statements~~would ~~for~~likely ~~the~~decline ~~year~~rapidly. If ~~ended~~one ~~March~~or ~~31,~~more ~~2011~~of ~~and~~these ~~the~~analysts ~~periods~~cease ~~from~~coverage ~~January~~of 19us, ~~2010~~we ~~(inception)~~could ~~through~~lose ~~March~~visibility 31in the market, ~~2010~~which ~~and~~in ~~2011~~turn iscould ~~included~~cause ~~herein~~our ~~immediately~~stock ~~preceding~~price to decline. This could have a negative effect on the ~~audited~~market ~~financial~~price ~~statements~~of our shares.

~~Our~~Because ~~audited~~we ~~financial~~used ~~statements~~to ~~are~~be ~~included~~a ~~following~~publicly ~~the~~traded ~~signature~~shell ~~page~~company, we may not be able to ~~this~~attract ~~Form~~the ~~10K~~attention of major brokerage firms.

~~Item~~Additional 9risks to our investors may exist since, prior to the Share Exchange, we were a publicly traded shell company and, as a result of the Share Exchange, acquired an operating business through a reverse acquisition. For ~~Changes~~that reason, security analysts of major brokerage firms may not provide coverage for us. In addition, because of past abuses and fraud concerns stemming primarily from a lack of public information about new public businesses, there are many people in the securities industry and ~~Disagreements~~business ~~With~~in ~~Accountants~~general onwho ~~Accounting~~view reverse acquisition transactions with public shell companies with suspicion. Without brokerage firm and ~~Financial~~analyst ~~Disclosure~~coverage, there may be fewer people aware of us and our business, resulting in fewer potential buyers of our securities, less liquidity and depressed stock prices for our investors.

~~There~~Our ~~were~~common nostock ~~disagreements~~is ~~related~~considered to ~~accounting~~be ~~principles~~a or“penny ~~practices,~~stock” ~~financial~~and ~~statement~~is ~~disclosure,~~subject ~~internal~~to ~~controls~~rules orwhich ~~auditing~~may ~~scope~~limit ora ~~procedure~~stockholder's ~~during~~ability ~~the~~to ~~two~~buy ~~fiscal years~~ and ~~interim~~sell ~~periods,~~our ~~including the interim period up through the date the relationship ended~~stock.

~~Page~~The 9SEC generally defines what is referred to as “penny stock” to be any equity security that has a market price less than $5.00 per share or an exercise price of less than $5.00 per share, subject to certain exceptions. Our common stock is a penny stock and as such is 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 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 may discourage investor interest in, and limit the marketability of, our common stock.

~~Item 9A(T). Controls and Procedures~~ 13

WeFinancial ~~maintain~~Industry ~~disclosure~~Regulatory ~~controls and procedures that are designed to ensure that information required to be disclosed in our reports filed under the Securities Exchange Act is recorded~~Authority, ~~processed,~~Inc. ~~summarized~~(“FINRA”) ~~and~~sales ~~reported~~practice ~~within~~requirements ~~the~~may ~~time~~limit ~~periods~~a ~~specified in the SEC'~~stockholder’s ~~rules~~ability ~~and forms, and that such information is accumulated and communicated~~ to ~~our~~buy ~~management to allow for timely decisions regarding required disclosure. In designing~~ and ~~evaluating~~sell our ~~disclosure~~common controls and procedures, our management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and our management is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and proceduresshares.

~~Our~~In ~~management~~addition ~~does~~to ~~not~~the ~~expect~~“penny ~~that~~stock” ~~our~~rules ~~disclosure~~described ~~controls~~above, orFINRA ~~our~~has ~~internal~~adopted ~~controls~~rules ~~over~~that ~~financial~~require ~~reporting~~that ~~will~~in ~~prevent~~recommending ~~all~~an ~~error~~investment ~~and~~to ~~fraud.~~a ~~A control system~~customer, noa ~~matter~~broker-dealer ~~how~~must ~~well~~have ~~conceived and operated, can provide only~~ reasonable, ~~but~~grounds ~~not~~for ~~absolute,~~believing ~~assurance~~ that the ~~objectives~~investment ofis asuitable ~~control~~for ~~system~~that ~~are met~~customer. Prior ~~Further,~~to ~~any~~recommending ~~control~~speculative ~~system~~low ~~reflects~~priced ~~limitations~~securities onto ~~resources~~their ~~and~~non-institutional ~~the~~customers, ~~benefits~~broker-dealers ~~of a control system~~ must bemake ~~considered~~reasonable ~~relative~~efforts to ~~its~~obtain ~~costs.~~information ~~These~~about ~~limitations also include~~ the ~~realities~~customer's ~~that~~financial ~~judgments~~status, intax ~~decision-making~~status, ~~can~~investment beobjectives ~~faulty~~ and ~~that~~other ~~breakdowns~~information. Under ~~can~~interpretations ~~occur because~~ of ~~simple~~these ~~error or mistake. Additionally~~rules, ~~controls~~FINRA ~~can~~believes bethat ~~circumvented~~there byis ~~the~~a ~~individual~~high ~~acts~~probability ofthat ~~some~~speculative ~~persons,~~low-priced bysecurities ~~collusion~~will ofnot ~~two~~be orsuitable ~~more~~for ~~people~~at orleast bysome ~~management override of a control~~customers. FINRA Arequirements ~~design~~make ofit amore ~~control~~difficult ~~system~~for isbroker-dealers ~~also~~to ~~based~~recommend ~~upon~~that ~~certain~~their ~~assumptions~~customers ~~about~~buy ~~potential~~our ~~future~~common ~~conditions; over time~~stock, ~~controls~~which may ~~become~~limit ~~inadequate~~your ~~because~~ability ~~of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due~~ to ~~error~~buy ~~or fraud may occur~~ and ~~may~~sell ~~not~~our ~~be detected~~stock.

AsA ofsignificant ~~March~~number ~~31, 2011, the year end period covered by this report, we carried out an evaluation, under the supervision and with the participation~~ of ~~our~~shares ~~management~~will ofbecome ~~the~~eligible ~~effectiveness~~for offuture ~~the~~sale ~~design~~by ~~and operation of~~ our ~~disclosure~~stockholders ~~controls~~ and ~~procedures. Based on~~ the ~~foregoing,~~sale ~~we have concluded that our disclosure controls and procedures were effective as~~ of ~~the~~those ~~end~~shares ofcould ~~the~~adversely ~~period~~affect ~~covered by this annual report. There have been no changes in our internal controls over financial reporting that occurred during~~ the ~~fiscal~~stock ~~year ended March 31, 2011 that have materially or are reasonably likely to materially affect, our internal controls over financial reporting~~price.

~~Management's~~As ~~Report~~of February 29, 2012, 5,600,000 shares of our common stock may be sold without restriction under the Securities Act. Approximately 64,500,000 of our issued and outstanding shares of common stock are not eligible for resale under the Securities Act without restriction until November 2, 2012. If our stockholders whose shares become eligible for resale on ~~Internal~~November ~~Control~~2, ~~over~~2012 ~~Financial~~do ~~Reporting~~sell, or indicate an intention to sell, substantial amounts of our common stock in the public market, the trading price of our common stock could decline.

~~Our~~Directors, ~~management~~executive isofficers ~~responsible for establishing~~ and ~~maintaining~~principal ~~adequate~~stockholders ~~internal~~own ~~control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Management has employed~~ a ~~framework~~significant ~~consistent~~percentage ~~with~~of ~~Exchange~~our ~~Act~~capital ~~Rule 13a-15(c)~~stock, toand ~~evaluate~~they ~~internal~~may ~~control~~make ~~over~~decisions ~~financial~~that ~~reporting~~you ~~described~~do ~~below.~~not ~~Internal~~consider ~~control over financial reporting is a process designed~~ to ~~provide~~be ~~reasonable~~in ~~assurance regarding~~ the ~~reliability~~best ofinterests ~~financial reporting and the preparation and fair presentation~~ of ~~financial~~our ~~statements for external purposes in accordance with generally accepted accounting principles~~stockholders.

~~Because~~As of ~~its~~May ~~inherent~~25, ~~limitations~~2012, ~~internal~~our ~~control~~directors, ~~over~~executive ~~financial~~officers ~~reporting~~and ~~may~~principal ~~not~~stockholders ~~prevent~~beneficially orowned, ~~detect~~in ~~misstatements.~~the ~~Projections~~aggregate, approximately 65% of ~~any~~our ~~evaluation~~outstanding voting securities. As a result, if some or all of ~~effectiveness~~them toacted ~~future~~together, ~~periods~~they ~~are~~would ~~subject~~have the ability to exert substantial influence over the ~~risk~~election ~~that~~of ~~controls~~our ~~may~~Board ~~become~~and ~~inadequate~~the ~~because~~outcome of ~~changes~~issues inrequiring ~~conditions,~~approval orby ~~that~~our ~~the~~stockholders. This ~~degree~~concentration of ~~compliance~~ownership ~~with~~also may have the ~~policies~~effect of delaying or ~~procedures~~preventing a change in control of the Company that may ~~deteriorate~~be favored by other stockholders. This could prevent transactions in which stockholders might otherwise recover a premium for their shares over current market prices.

~~Management conducted an evaluation of the design and operation of our internal control over financial reporting as of March 31, 2011.~~ As a ~~result~~public ~~of this assessment~~company, ~~management~~we ~~concluded~~are ~~that,~~subject asto ofcomplex ~~March~~legal ~~31,~~and ~~2011,~~accounting ~~our~~requirements ~~internal~~that ~~control~~will ~~over~~require ~~financial~~us ~~reporting~~to ~~was~~incur ~~effective~~significant inexpenses ~~providing~~and ~~reasonable~~will ~~assurance~~expose ~~regarding~~us ~~the~~to ~~reliability~~risk of ~~financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles~~non-compliance.

~~All~~As ~~internal~~a ~~control~~public ~~systems~~company, nowe ~~matter~~are ~~how~~subject ~~well~~to ~~designed,~~numerous ~~have~~legal ~~inherent~~and ~~limitations~~accounting requirements that do not apply to private companies. The ~~Therefore~~cost of compliance with many of these requirements is material, ~~even~~not ~~those~~only ~~systems~~in ~~determined~~absolute terms but, more importantly, in relation to bethe ~~effective~~overall ~~can~~scope ~~provide~~of ~~only~~the ~~reasonable~~operations ~~assurance~~of a small company. Our relative inexperience with ~~respect~~these torequirements ~~financial~~may ~~statement~~increase ~~preparations~~the cost of compliance and ~~presentations~~may also increase the risk that we will fail to comply. Failure ~~Also~~to comply with these requirements can have numerous adverse consequences including, ~~projections~~but ofnot ~~any~~limited ~~evaluation~~to, ofour ~~effectiveness~~inability to ~~future~~file ~~periods~~required ~~are~~periodic ~~subject~~reports toon ~~the~~a ~~risk~~timely basis, loss of market confidence and/or governmental or private actions against us. We cannot assure you that ~~controls~~we ~~may~~will ~~become~~be ~~inadequate~~able ~~because~~to ofcomply ~~changes~~with inall ~~conditions,~~of these requirements or that the ~~degree~~cost of such compliance ~~with~~will ~~the~~not ~~policies~~prove orto ~~procedures~~be ~~may~~a ~~deteriorate~~substantial competitive disadvantage vis-à-vis our privately held and larger public competitors.

~~This~~Failure ~~annual~~to ~~report~~maintain ~~does~~effective ~~not~~internal ~~include~~controls anin ~~attestation~~accordance ~~report~~with Section 404 of the ~~company's~~Sarbanes-Oxley ~~registered~~Act ~~public~~could ~~accounting~~have ~~firm~~a ~~regarding~~material ~~internal~~adverse ~~control~~effect ~~over~~on ~~financial~~our ~~reporting.~~business and operating results.

~~Changes~~If we fail to comply with the requirements of Section 404 of the Sarbanes-Oxley Act regarding internal control over financial reporting or to remedy any material weaknesses in ~~Internal~~our ~~Control~~internal ~~Over~~controls ~~Financial~~that ~~Reporting~~we may identify, such failure could result in material misstatements in our financial statements, cause investors to lose confidence in our reported financial information and have a negative effect on the trading price of our common shares.

~~There were no changes in our internal controls or in other factors that could significantly affect these controls subsequent to the evaluation date.~~14

~~Item~~Pursuant 9Bto Section 404 of the Sarbanes-Oxley Act and current SEC regulations, we are required to prepare assessments regarding internal controls over financial reporting. In ~~Other~~connection ~~Information~~with our on-going assessment of the effectiveness of our internal control over financial reporting, we may discover “material weaknesses” in our internal controls as defined in standards established by the Public Company Accounting Oversight Board, or the PCAOB. A material weakness is a significant deficiency, or combination of significant deficiencies, that results in more than a remote likelihood that a material misstatement of the annual or interim financial statements will not be prevented or detected. The PCAOB defines “significant deficiency” as a deficiency that results in more than a remote likelihood that a misstatement of the financial statements that is more than inconsequential will not be prevented or detected. We determined that our disclosure controls and procedures were effective at February 29, 2012. Internal control over financial reporting was also effective at February 29, 2012.

~~Not~~The ~~applicable~~process of designing and implementing effective internal controls is a continuous effort that requires us to anticipate and react to changes in our business and the economic and regulatory environments and to expend significant resources to maintain a system of internal controls that is adequate to satisfy our reporting obligations as a public company. We cannot assure you that we will implement and maintain adequate controls over our financial process and reporting in the future or that the measures we will take will remediate any material weaknesses that we may identify in the future.

~~Page~~Any 10failure to complete our assessment of our internal control over financial reporting, to remediate any material weaknesses that we may identify or to implement new or improved controls, or difficulties encountered in their implementation, could harm our operating results, cause us to fail to meet our reporting obligations or result in material misstatements in our financial statements. Inadequate internal controls could also cause investors to lose confidence in our reported financial information, which could have a negative effect on the trading price of our shares.

~~PART~~Compliance ~~III~~with changing regulation of corporate governance and public disclosure will result in additional expenses and pose challenges for our management.

~~Item~~Changing 10laws, regulations and standards relating to corporate governance and public disclosure, including the Dodd-Frank Wall Street Reform and Consumer Protection Act, and the rules and regulations promulgated thereunder, the Sarbanes-Oxley Act and SEC regulations, have created uncertainty for public companies and significantly increased the costs and risks associated with accessing the U.S. ~~Directors~~public markets. Our management team will need to devote significant time and financial resources to comply with both existing and evolving standards for public companies, ~~Executive~~which ~~Officers~~will lead to increased general and ~~Corporate~~administrative ~~Governance~~expenses and a diversion of management time and attention from revenue generating activities to compliance activities.

~~The~~We ~~following~~do ~~individuals~~not ~~serve~~intend asto ~~the~~pay ~~director~~cash ~~and executive officer of our company as of the date of this annual report~~dividends. Any ~~All~~return ~~directors~~on ofinvestment ~~our~~may ~~company~~be ~~hold~~limited ~~office~~to ~~until~~ the ~~next~~value ~~annual meeting~~ of our ~~shareholders~~common ~~or until their successors have been elected and qualified. The executive officers of our company are appointed by our board of directors and hold office until their death~~stock, ~~resignation~~if ~~or removal from office~~any. ~~The ages, positions held, and duration of terms of sole director and executive officer is as follows~~

Name	Age	Position
Nadeem Lila	32	President, Secretary/Treasurer, Chief Executive Officer and sole member of the Board of Directors.

We have never declared or paid cash dividends on our capital stock. We do not anticipate paying cash dividends on our common stock in the foreseeable future. We currently expect to use available funds and any future earnings in developing, operating and expanding our business and do not anticipate paying any cash dividends in the foreseeable future. In addition, the terms of any future debt or credit facility we may obtain may preclude us from paying any dividends. As a result, capital appreciation, if any, of our common stock will be a stockholder's only source of potential gain from our common stock for the foreseeable future.

~~The~~Stockholders ~~person~~may ~~named~~experience ~~above~~significant ~~has~~dilution ~~held~~if ~~his~~future ~~offices/positions~~equity ~~since~~offerings ~~the~~are ~~inception~~used ~~of our Company and is expected~~ to ~~hold~~fund ~~his~~operations ~~offices/positions~~or ~~until~~acquire ~~the~~complementary ~~next annual meeting of our stockholders~~businesses.

~~Biographical~~If ~~Information~~future operations or acquisitions are financed through issuing equity securities, stockholders could experience significant dilution. In addition, securities issued in connection with future financing activities or potential acquisitions may have rights and preferences senior to the rights and preferences of our common stock. We expect to issue additional equity securities pursuant to employee benefit plans. The issuance of shares of our common stock upon the exercise of options may result in dilution to our stockholders.

~~Set forth below is a brief description of the background and business experience of our sole executive officer and director:~~15

~~Nadeem~~Varca's ~~Lila~~Articles ~~has~~of ~~been~~Incorporation ~~President,~~grant ~~Secretary,~~our ~~Treasurer,~~Board ~~CEO,~~the power to designate and ~~sole~~issue ~~Director~~preferred ofstock ~~the~~and ~~Company~~additional ~~since~~shares ~~inception~~of common stock.

~~From~~Varca ~~January~~has ~~2000~~authorized to25,000,000 ~~July~~shares ~~2001~~of blank check preferred stock, Mrnone of which is currently outstanding. The ~~Nadeem~~Board, ~~Lila~~without ~~attended~~any ~~Mount~~action ~~Royal~~by ~~College~~our stockholders, has the authority to ~~study~~issue ~~business~~preferred ~~administration. Nadeem~~stock isin ~~employed~~one asor ~~lead~~more ~~rental~~series ~~agent~~and ~~with~~to ~~Enterprise~~fix ~~Rental~~the ~~Inc.~~powers, preferences and ~~has~~rights ~~been~~of ~~employed~~each ~~with~~series ~~Enterprise~~without ~~Rental,~~stockholder ~~Inc~~approval. The ~~since~~rights ~~1998. Nadeem~~attached ~~has~~to ~~provided~~the ~~investor~~preferred ~~relation~~shares ~~consulting~~will ~~services~~have rights and preferences senior to ~~various~~the ~~mining~~rights ~~companies,~~and ~~including~~preferences ~~ONA~~of ~~Exploration~~our common stock, ~~International~~which ~~Panorama~~could ~~Resources,~~adversely ~~and~~affect ~~CZM~~the ~~Capital~~value ~~Corp.~~of ~~Mr. Lila~~shares ~~does~~of ~~not~~our ~~have~~common stock. Also, any ~~professional~~issuances ~~training~~of orshares ~~technical~~of ~~credentials~~preferred instock will dilute the ~~exploration,~~percentage ~~development~~of ~~and~~ownership ~~operation~~interest of ~~mines. Mr.~~then-current ~~Lila~~holders ~~intends~~of toour ~~devote~~common ~~approximately~~stock 5and ~~hours~~may adilute ~~week~~our tobook ~~our~~value ~~affairs~~per share.

~~During~~Varca's ~~the~~has ~~past~~authorized ~~ten~~100,000,000 ~~years~~shares of common stock, Mr70,198,447 of which are currently issued and outstanding. ~~Nadeem~~The ~~Lila~~Board, ~~has~~without ~~not~~any ~~been~~action by our stockholders, may issue an additional 29,801,553 shares as the ~~subject~~Board deems appropriate. Any issuances of additional common stock will dilute the ~~following~~percentage ~~events:~~of ownership interest of then-current holders of our common stock and may dilute our book value per share.

1.Provisions ~~Any~~in ~~bankruptcy~~the ~~petition~~Nevada ~~filed~~Revised byStatutes or(“NRS”) ~~against~~and ~~any~~Varca's ~~business~~Articles of ~~which~~Incorporation ~~Mr.~~may ~~Lila~~prevent ~~was~~takeover aattempts ~~general~~that ~~partner~~could orbe ~~executive~~beneficial ~~officer either at the time of the bankruptcy or within two years prior~~ to ~~that~~our ~~time~~stockholders.

2.Provisions in the NRS may make it difficult and expensive for a third-party to pursue a takeover attempt we oppose even if a change in control of the Company would be beneficial to the interests of our stockholders. Any ~~conviction~~provision of Nevada law that has the effect of delaying or deterring a change in control could limit the opportunity for our stockholders to receive a ~~criminal~~premium ~~proceeding~~for ortheir ~~being~~securities, and could also affect the price that some investors are willing to pay for our securities. As a Nevada corporation, we are subject to NRS 78.438 which generally prohibits us from engaging in mergers and other business combinations with stockholders that have beneficially owned 10% or more of our voting stock for less than three years, or with their affiliates, unless our directors or stockholders approve the business combination in the prescribed manner. Furthermore, the Board has the authority to issue up to 25,000,000 shares of preferred stock as it deems appropriate without stockholder approval. The ability to issue preferred stock could discourage unsolicited acquisition proposals or make it more difficult for a ~~pending~~third ~~criminal~~party ~~proceeding~~to gain control of the Company.

3.ITEM An order, judgment, or decree, not subsequently reversed, suspended or vacated, or any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting Mr1B. ~~Lila’s involvement in any type of business, securities or banking activities.~~

4.UNRESOLVED ~~Found~~STAFF by a court of competent jurisdiction (in a civil action), the Securities and Exchange Commission or the Commodity Future Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended or vacated.COMMENTS

~~Board Composition~~None.

~~Our~~ITEM ~~Bylaws provide that the Board of Directors shall consist of at least one member, and that our shareholders shall determine the number of directors from time to time~~2. Each director serves for a term that expires until the next annual meeting of shareholders and until his successor shall have been elected and qualified, or until his earlier resignation, removal from office, or death.

~~Committees of the Board of Directors~~PROPERTIES

WeMining do not presently have a separately constituted audit committee, compensation committee, nominating committee, executive committee or any other committees of our Board of Directors. Nor do we have an audit committee “financial expert.” As such, our sole Director acts as our audit committee and handles matters related to compensation and nominations of directors.Claims

~~Potential~~Idaho ~~Conflicts of Interest~~Property

~~Since~~We weown ~~do not have an audit or compensation committee comprised of independent directors,~~ the ~~functions~~following ~~that~~15 ~~would~~patented ~~have~~lode ~~been~~mining ~~performed~~claims bylocated ~~such~~in ~~committees~~La ~~are~~Plata ~~performed by our sole director~~County, ~~who~~Colorado isand ~~also~~referred ~~our~~to ~~sole~~as ~~executive~~the ~~officer.~~“Idaho ~~Thus, there is an inherent conflict of interest~~Property.”

Significant Employees


NAME OF CLAIM (Patented Lode)	PATENT U.S. SURVEY NUMBER
Idaho Millsite	18320
Idaho Millsite No.1	18321
Idaho Millsite No.2	18321
Alpine	18321
Lord Kitchener	17108
Hartford	17108
Gertrude	16616
Good Hope	17124
Sunrise	17124
Cathryn	16616
Midnight	19646
Helen	19515
Midnight No.2	19646
Pay Day	19516 "A"
Pay Day Millsite	19516 "B"

~~We have no significant employees other than the sole executive officer described above.~~16

~~Involvement~~Mayday ~~in Certain Legal Proceedings~~Property

NoWe ~~director,~~have ~~person nominated to become~~ a ~~director,~~leasehold ~~executive~~interest ~~officer,~~to ~~promoter or control person of our company has~~explore, ~~during~~develop ~~the last five years: (i) been convicted in or is currently subject to a pending a criminal proceeding (excluding traffic violations~~ and ~~other~~conduct ~~minor~~mining ~~offenses);~~operations ~~(ii)~~on ~~been~~the afollowing ~~party~~12 topatented alode ~~civil~~mining ~~proceeding~~claims oflocated aadjacent ~~judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject~~ to athe ~~judgment,~~Idaho ~~decree~~Property ~~or final order enjoining future violations of, or prohibiting or mandating activities subject to any federal or state securities or banking or commodities laws including, without limitation,~~ in ~~any~~La ~~way~~Plata ~~limiting involvement in any business activity~~County, orColorado ~~finding~~and ~~any~~referred ~~violation with respect~~ to ~~such~~as ~~law, nor (iii) any bankruptcy petition been filed by or against~~ the ~~business~~“Mayday ~~of which such person was an executive officer or a general partner, whether at the time of the bankruptcy or for the two years prior thereto~~Property. ”

Page 11


NAME OF CLAIM (Patented Lode)	PATENT U.S. SURVEY NUMBER
Gilmore Lode	16985
May Day Lode	16985
Golden Rule Lode	16985
Hesperus Lode	16985
Pat Lode	16985
Kenton Lode	16985
Cimarron Lode	16985
Tunnel Lode	19078
Tram Lode	19078
Boston Lode	19078
Brooklyn Lode	20171
Golden Rule Lode	8824

~~Stockholder~~Location, ~~Communications~~History ~~with~~and Geology of the ~~Board~~Properties

WeLocation have not implemented a formal policy or procedure by which our stockholders can communicate directly with our Board of Director. Nevertheless, every effort will be made to ensure that the views of stockholders are heard by the Board of Director and ~~that appropriate responses are provided to stockholders in a timely manner. During the upcoming year, our Board will continue to monitor whether it would be appropriate to adopt such a process.~~Access

~~Compliance~~The ~~with~~Properties ~~Section~~are ~~16(a)~~located in the California Mining District on the southern slope of the ~~Securities~~La ~~Exchange~~Plata ~~Act~~Mountains in La Plata County, Colorado, approximately four miles north of ~~1934~~Hesperus, Colorado and approximately 15 miles west of Durango, Colorado. The Properties can be reached by taking State Road 160 west from Durango approximately 12 miles, turning north on County Road 124 and traveling approximately three miles to the entrance to the dirt access road on the right. Until we receive the required permits from the appropriate governmental bodies, any mining related use of the access road is prohibited.

Section 16(a) of the Securities Exchange Act of 1934 requires our executive officers and directors and persons who own more than 10% of our common stock to file with the SEC initial statements of beneficial ownership, reports of changes in ownership and annual reports concerning their ownership of our common stock and other equity securities, on Forms 3, 4 and 5 respectively. Executive officers, directors and greater than 10% shareholders are required by the SEC regulations to furnish us with copies of all Section 16(a) reports that they file. 17

~~Code of Ethics~~ History

WeThe ~~have~~Idaho ~~adopted~~Property vein was discovered in 1902. In 1907 the Valley View Gold Mining Company began producing ore on a ~~formal~~large ~~written~~scale ~~Code~~until about 1916. Thereafter, the property was operated by various groups of ~~Business~~lessees ~~Conduct~~until ~~and~~it ~~Ethics~~was ~~and~~acquired ~~Compliance~~in ~~Program~~1933 ~~for~~by ~~all~~the ~~officers~~La Plata Mountains Gold Mines Company. All mining ceased in October 1942 pursuant the War Production Board Limitation Order L-208, ~~directors~~which classified gold production as non-essential and ~~senior~~directed ~~employees~~all but the smallest of gold mines to shut down so their labor force could be used elsewhere to support the war effort. The property was owned and operated by several people from the mid-1970's until Mr. Clements purchased the property in 2006.

~~Our~~The ~~Code~~Mayday Property vein was discovered on the first of ~~Ethical~~May, ~~Conduct~~1903, isand ~~designed~~put into production the same year by the Mayday Gold Mining and Milling Company, which operated the mine until 1920. Thereafter, the property was leased to ~~deter~~several ~~wrongdoing~~different lessees and was actively mined until 1942 when all mining ceased pursuant the War Production Board Limitation Order L-208. The mine sat idle until it was leased in the early 1960's to ~~promote:~~the Ferris Brothers, who opened the #1, #2 and #3 levels and completed both surface and underground exploration drilling. They quit operations by the mid-1970's. The property was then leased to several different operators until we entered into our current lease on the property. The Mayday Property is still owned by the heirs of the person who purchased the initial discovery claim and opened the Mayday Property mine in 1903.

§Geology

~~Honest~~Precious ~~and~~metal ~~ethical~~veins ~~conduct,~~on ~~including~~ the ~~ethical~~Properties ~~handling~~are oflargely ~~actual~~hosted orwithin ~~apparent~~a ~~conflicts~~section of ~~interest~~sedimentary ~~between~~rocks ~~personal~~of Mesozoic age. Six sedimentary rock units of Triassic and ~~professional~~Jurassic ~~relationships;~~age have been intruded by late Cretaceous to Paleocene porphriytic igneous dikes.

§The lowermost unit, the upper Triassic Dolores formation consists of soft red beds, dominantly mudstone with distinct limestone conglomerates. The Dolores formation ranges from 400 to 700 feet thick and is a non productive ore host unit.

~~Full,~~The ~~fair,~~Jurassic ~~accurate,~~Entrada ~~timely~~sandstone is one of the most distinctive and ~~understandable~~easily ~~disclosure~~recognized rock units in ~~reports~~the California Mining District and ~~documents~~is ~~that~~a wefavorable ~~file~~ore orhost ~~submit~~in toseveral deposits. The formation in the ~~Securities~~vicinity &of ~~Exchange~~the ~~Commission~~Properties ~~and~~ranges in ~~other~~thickness ~~public~~from ~~communications~~150 to 225 feet. The Entrada consists of light-colored massive to strikingly cross-bedded sandstone made byup usof relatively coarse, well-rounded, glassy quartz grains with finer quartz grains filling the interstices; calcareous cement is common.

§The Jurassic Wanakah formation contains two members: the Pony Express limestone and an overlying thicker marl member. A thin sandstone, the Bilk Creek sandstone, occurs locally between the Pony Express and the marl member. The Pony Express limestone formation is rarely greater than 20 feet thick. The Pony Express limestone member is a thin unit of dark-blue to gray to black relatively pure limestone. The Bilk Creek sandstone, where present, consists of sandstone, generally about 20 feet thick, with horizontal and locally nodular bedding. The marl member of the Wanakah formation is 25-200 feet thick and consists of slightly pink to green-gray marl, mudstone, and sandstone in lenticular beds.

~~Compliance~~The ~~with~~Morrison ~~applicable~~formation ~~governmental~~(Jm) ~~laws~~consists of an upper member, ~~rules~~the Brushy Creek member, and ~~regulations;~~a lower member of the Salt Wash formation. The Brushy Creek member is chiefly a greenish-gray bentonitic mudstone and claystone. The Salt Wash member is mainly light-gray fine to medium-grained sandstone interbedded with thin beds of green-gray mudstone. The unit is 350 to 400 feet thick and does not host gold.

§The Stratigraphic sequence was intruded by dikes and sills of diorite to monzonite porphyry of variable texture, but always marked by phenocyrsts of white feldspar and dark-green to black hornblende. The porphyry intrusions throughout the La Plata Mountains are of highly irregular form generally described as dikes, sills, small laccoliths, and small stocks.

~~The prompt internal reporting to an appropriate person or persons identified in the code of violations of our Code of Ethical Conduct; and Accountability for adherence to the Code.~~18

~~Audit~~Regulatory ~~Committee and Audit Committee Financial Expert Disclosure~~Requirements

~~The~~We ~~Company’s~~have ~~Board~~a historic permit for the Mayday Property. Initially, we sought to amend our historic permit to allow for renewed mining activities on the Mayday Property. We also filed a permit to allow for renewed mining activities on the Idaho Property. CDRMS denied our initial application for renewed mining activities on the Idaho Property, and we appealed this denial. We then entered into a stipulation with CDRMS pursuant to which we withdrew our appeal of ~~Director~~the ~~does~~Idaho ~~not~~Property ~~have~~permit application and our pending application for the Mayday Property, in exchange for CDRMS agreeing to consider a ~~separately~~more ~~designated~~complex ~~audit~~Section ~~committee~~112d ormining anpermit which includes both the Mayday Property and the Idaho Property (the “~~audit~~Mining ~~committee~~Permit”). We ~~financial~~have ~~expert~~filed our application for the Mining Permit.” CDRMS ~~Audit~~has ~~committee~~deemed ~~functions~~it ~~are~~complete and has accepted the application for filing. CDRMS performed byan ~~our~~adequacy ~~Board~~review of ~~Director~~the application to determine whether it met the requirements of the Colorado Mined Land Reclamation Act, the CDRMS Mining Regulations, and other laws. CDRMS ~~Our~~has ~~sole~~completed ~~director~~its isreview ~~not~~and ~~deemed~~has ~~independent~~made a recommendation that the Mining Permit application be approved with conditions, despite objections to the Mining Permit application from certain neighbors and other parties. Ultimately, ~~Our~~the ~~sole~~Mining ~~director~~Permit ~~also~~application ~~holds~~was approved with conditions by the ~~position~~Colorado asMined ~~our~~Land ~~officer~~Reclamation Board (“Mining Board”) after a formal hearing on November 9, 2011.

AnIn ~~audit~~addition ~~committee~~to isthe ~~responsible~~Mining Permit application, we also filed an application with La Plata County for: ~~(1)~~a ~~selection~~Class ~~and~~II ~~oversight~~Land ofUse ~~our~~Permit. The ~~independent~~La ~~accountant;~~Plata ~~(2)~~County ~~establishing~~Planning ~~procedures~~Department ~~for~~will ~~the~~recommend ~~receipt~~approval, ~~retention~~approval ~~and~~with ~~treatment~~conditions or denial of ~~complaints~~this ~~regarding~~permit ~~accounting,~~to ~~internal~~the ~~controls,~~La ~~and~~Plata ~~auditing~~County ~~matters;~~Planning ~~(3)~~Commission. The ~~establishing~~La ~~procedures~~Plata ~~for~~County Planning Commission will approve, approve with conditions or deny the ~~confidential~~application, ~~anonymous~~which ~~submission~~will bythen ~~our~~be ~~employees~~presented ofto ~~concerns~~the ~~regarding~~La ~~accounting~~Plata ~~and~~County ~~auditing~~Board ~~matters;~~of ~~(4)~~Commissioners ~~engaging~~for ~~outside~~final ~~advisors;~~approval, ~~and~~approval with conditions or denial. Again, ~~(5)~~there ~~funding~~are ~~for~~no guarantees whether the ~~outside~~La ~~auditory~~Plata ~~and~~County ~~any~~Board ~~outside~~of ~~advisors~~Commissioners ~~engagement~~will byapprove the ~~audit~~land ~~committee~~use permit application.

WeWater ~~do not have an audit committee financial expert at this time due to the fact that the Company has only limited operations~~ and no revenues. We believe the cost related to retaining a financial expert at this time is prohibitive. Further, because of our limited operations, we believe the services of a financial expert are not warranted.Power

~~Item~~Pursuant 11to the Mayday Property lease, we have well access to groundwater at a consumptive use rate of 40 gallons per minute for use in mining, milling and industrial activities on the Mayday Property. We ~~Executive~~have ~~Compensation~~also been granted a water right from the Colorado Division of Water Resources (“CDWR”) for the conditional use of one cubic foot per second (capped at 12 acre feet per year) in mining, milling and industrial activities on the Properties. We have also applied for a water well permit from CDWR for production and support of the augmentation requirements relative to our water rights. CDWR has approved our groundwater monitoring permits. The monitoring wells will be installed by the end of the second quarter of 2012.

~~General~~The La Plata Electric Association provides electric power to adjacent properties via overhead utility lines along County Road 124. We have not yet contacted the utility regarding the estimated cost to run power lines from County Road 124 to our mill operations. Until a permanent power source is provided, we intend to install diesel powered generators sufficient to provide the power necessary to operate our facilities on the Properties. We will install a 250 gallon diesel fuel tank which we estimate will permit a running time of approximately two weeks before refilling is required.

~~Since~~Present ~~our~~Condition ~~incorporation~~of onthe ~~January 19, 2010, we have not compensated and have no arrangements to compensate our sole officer and director Mr. Lila for his services to us as an officer.~~ Properties

The ~~following~~Properties ~~table~~are ~~sets~~without ~~forth~~known ~~the compensation paid by us for the period from inception until the fiscal year ending March 31~~reserves, ~~2011~~and ~~for~~ our ~~sole~~proposed ~~officer~~mining ~~and~~program ~~director.~~is ~~This~~exploratory ~~information~~in ~~includes the dollar value of base salaries, bonus awards and number of stock options granted, and certain other compensation, if any~~nature. ~~The compensation discussed addresses all compensation awarded to, earned by, or paid to our named executive officers.~~

~~Page~~The 12Colorado Division of Reclamation Mining and Safety have issued a mining permit, however two outstanding Clean Water violations have not been resolved. We are working with the Colorado Division of Reclamation Mining and Safety, Colorado Department of Public Health and the Environment, EPA and the Army Corp to resolve the violations.

~~Name~~The Properties consist of a contiguous claim block with three mine benches and ~~Principal~~two ~~Position Year Salary ($) Bonus ($) Stock Awards ($) Option Awards ($) All~~mine ~~Other Compensation (~~entrances. The Mayday Property contains a mill that was installed in 2009 at a cost of approximately $~~) Total ($) Nadeem~~250,000. The ~~Lila President~~mill is located near a portal that collapsed in 2010. We do not know the extent of the damage to the mill, ~~Secretary~~if any. After we repair the collapsed portal, ~~Treasurer~~and repair any damage to the mill and ~~Director 2011 2010 - - - - - - - - - - - -~~ equipment, we intend to invest approximately $300,000 during 2013 retrofitting the mill. Prior to the collapse, the estimated value of the mill and mine equipment on the Properties was $250,000.

~~Since~~With ~~our~~conditional ~~incorporation~~approval onof ~~January~~the ~~19,~~Mining ~~2010~~Permit by the Mining Board in hand, we ~~have~~started ~~not~~to ~~compensated~~initiate ~~and~~the ~~have~~following nopreliminary ~~arrangements~~construction and reclamation activities to ~~compensate~~resolve ~~our~~the ~~sole~~conditions ~~officer~~for ~~and~~final ~~director,~~approval Mrimposed by CDRMS. We ~~Nadeem Lila,~~estimate ~~for~~that ~~his~~the ~~services~~following toactivities will take us assix anmonths ~~officer~~to complete, and ~~director~~ cost approximately $500,000.

~~Outstanding Equity Awards at 2011 Fiscal Year-End~~19

WeConstruct donew ~~not~~staging ~~currently~~areas ~~have~~and athe ~~stock~~base ~~option plan nor any long-term incentive plans that provide compensation intended to serve as an incentive for performance. No individual grants~~ of ~~stock~~operation ~~options or other equity incentive awards have been made to our sole executive officer and director since our inception; accordingly, none were outstanding at March 31, 2011.~~

~~Employment~~Perform ~~Contracts,~~repairs ~~Termination~~and ofmaintenance ~~Employment,~~on ~~Change-in-Control~~existing ~~Arrangements~~access roads

~~There~~Implement are currently no employments or other contracts or arrangements with our executive officer. There are no compensation plans or arrangements, including payments to be made by us, with respect to our sole officer or director that would result from the ~~resignation,~~storm ~~retirement~~water ormanagement ~~any~~plan ~~other termination of such person from us. There are no arrangements for our sole director or officer that would result from a change-in-control.~~

~~Long-Term~~Repair ~~Incentive~~collapsed ~~Plans~~May Day No 1. portal and ~~Awards~~complete May Day No. 2 drainage plan

WeImplement do not have any long-term incentive plans that provide compensation intended to serve as incentive for performance. No individual grants or agreements regarding future payouts under non-stock price-based plans have been made to any executive officer or any director or any employee or consultant since our inception; accordingly, no future payouts under non-stock price-based plans or agreements have been granted or entered into or exercised by any of the ~~officers~~environmental orprotection ~~directors or employees or consultants since we were founded.~~ plan

~~Compensation~~Stabilize ofand ~~Directors~~complete the drainage plan for the chief portal

~~The~~Retrofit sole member of our board of directors is not compensated for his services as a director. The board has not implemented a plan to award options to any directors. There are no contractual arrangements with any member of the ~~board of directors. We have no director's service contracts.~~ mill

~~Employment~~Relocate ~~Contracts,~~current ~~Termination~~ore ofstockpiles ~~Employment,~~to ~~Change-in-Control~~May ~~Arrangements~~Day No 1. adit or haul offsite for processing

~~There~~Construct ~~are~~augmentation ~~no employment or other contracts or arrangements with our officers or directors other than those disclosed in this report. There are no compensation plans or arrangements~~pond, ~~including~~if payments to be made by our Company, with respect to the officers, directors, employees or consultants that would result from the resignation, retirement or any other termination of such directors, officers, employees or consultants. There are no arrangements for directors, officers or employees that would result from a change-in-control. required

~~Indebtedness~~Complete ofrequired ~~Directors,~~channel ~~Senior~~reclamation ~~Officers, Executive Officers and Other Management~~ activities

~~Our~~After ~~director~~completing ~~and~~the ~~executive~~preliminary ~~officer~~construction orand ~~any~~reclamation ~~associate~~activities orin ~~affiliate~~accordance ofwith ~~our~~all ~~company~~applicable ~~during~~governmental ~~the~~rules ~~last~~and ~~two~~regulations, ~~fiscal~~we ~~years,~~will iscommence ~~not~~a ormill ~~has~~optimization ~~been~~phase ~~indebted~~prior to ~~our~~commencing ~~company~~any bymining ~~way~~activities ofon ~~guarantee,~~the ~~support agreement, letter of credit or other similar agreement or understanding currently outstanding~~Properties.

~~Item~~Plan ~~12. Security Ownership~~ of ~~Certain Beneficial Owners and Management and Related Stockholder Matters~~Exploration

OnWe ~~February~~intend 4,to ~~2010,~~begin 4exploration activities on our Properties in 2013,~~000,000~~ ~~shares~~provided ofwe ~~the~~obtain ~~Company’s~~additional ~~common~~loans ~~stock~~or ~~were~~equity ~~issued~~funding to ~~our~~do ~~sole~~so. Our ~~director~~plan of exploration is designed to explore and ~~officer,~~evaluate ~~Nadeem~~the ~~Lila,~~Properties in ~~connection~~an ~~with~~economically efficient manner. Initially, the ~~organization~~Properties ofwill ~~the~~be ~~Company~~geologically ~~for~~mapped ~~aggregate~~and ~~consideration~~samples ofcollected ~~$4,000~~and assayed. ~~Mr.~~ This ~~Nadeem~~mapping ~~Lila~~will ~~acquired~~emphasize ~~his~~vein ~~shares~~intensity, ~~with~~rock ~~the~~type, ~~intent~~and toalteration. In ~~hold~~addition to the ~~shares~~mapping, ~~for~~limited ~~investment~~ground ~~purposes~~magnetic ~~and~~surveys ~~not~~may ~~with~~be arun ~~view~~ to ~~further~~help ~~resale~~identify orany ~~distribution,~~geophysical ~~except~~anomalies. The asresults ~~permitted~~of ~~under~~this ~~exemptions~~initial ~~from~~work ~~registration~~will ~~requirements~~guide ~~under~~follow-up ~~applicable~~geophysics ~~securities~~and/or ~~laws~~drilling.

~~The~~To ~~certificate~~date, ~~issued~~we have not conducted exploration drilling, though future plans anticipate drilling 11 holes to ~~Mr.~~an ~~Nadeem~~average ~~Lila~~depth ~~contains~~of a800 ~~restrictive~~feet. ~~legend~~As ~~with~~soon ~~respect~~as access is gained to the ~~issuance~~underground ofmines, ~~securities~~we ~~pursuant~~intend to ~~exemptions~~commence ~~from~~an ~~registration~~underground ~~requirements~~coring ~~and~~program ~~the~~whereby ~~restrictions~~we ~~upon~~will ~~transfer~~explore the main stope of ~~the~~an ~~securities~~area ~~under~~known ~~the~~as ~~Securities~~May ~~Act~~Day No. 1.

~~The~~Several ~~following~~sampling ~~table~~methods ~~sets~~will ~~forth~~be ~~information~~employed ~~regarding~~during ~~the~~exploration. Channel ~~beneficial~~and ~~ownership~~bulk ofsamples ~~our~~will ~~common~~be ~~stock~~obtained ,from ~~as of~~ the ~~date~~main ofstope ~~this report, for our sole officer and director. There is no other person or group~~ of ~~affiliated~~an ~~persons,~~area known byas usMay toDay ~~beneficially~~No. ~~own~~1. Several ~~more than~~blocks 5% of ~~our~~ore ~~common~~will ~~stock.~~be ~~The~~sampled ~~shareholder~~using ~~listed~~underground ~~below~~core ~~has~~rigs ~~direct~~and ~~ownership~~when ofsurface ~~his~~exploration ~~shares~~activities ~~and~~are ~~possesses~~approved, ~~sole~~four ~~voting~~exploration ~~and~~holes ~~dispositive~~will ~~power~~be ~~with~~drilled ~~respect~~ to ~~the~~analyze ~~shares.~~a Wecouple doveins ~~not~~located ~~have~~on ~~any~~the ~~outstanding~~Mayday ~~options,~~Property ~~warrants~~known oras ~~other~~the ~~securities~~Brooklyn ~~exercisable~~Vein ~~for~~and orthe ~~convertible~~Valley ~~into~~View ~~shares of our common stock~~Vein.

~~Page~~Samples 13will be logged, cataloged and archive by a certified professional geologist. Core and bulk samples will be analyzed for gold, silver, tellurium and other analytes required by law. Samples will be analyzed by a registered and reputable laboratory and when necessary a sample split will be analyzed by a third party laboratory in accordance with our quality control and assurance procedures. Exploration data will be posted to a relational data management system to generate a mine and mineral three dimensional block model. Data to be stored includes geologic logs, descriptions, depths, fractures, faults, joints, mineralogy, XRF, and geochemical data. This will enable us to generate various reports and maps showing geologic structure, ore reserves, and host rock geochemical and geotechnical characterization data.

Name, Address and Title	Title of Class	Amount and Nature of Beneficial Ownership	Percentage of Class (1)
Nadeem Lila 203 Kincora Grove NW Calgary, Alberta, Canada President, Treasurer, Secretary and Director	Common	4,000,000	58.82%
All officers & directors as a group consisting of one person	Common	4,000,000	58.82%

We intend to explore utilizing a third party professional to oversee quality assurance and quality control procedures. We plan to develop the Properties ourselves, although our plans could change depending on the terms and availability of financing and the terms or merits of any joint venture proposals.

~~(1)~~Climate ~~The percentage of class is based on 6,800,000 shares of common stock issued~~ and ~~outstanding as of the date of this prospectus.~~Terrain

~~Item~~The 13Properties are located in the Little Deadwood Gulch drainage of San Juan National Forest. The ~~Certain~~climate ~~Relationships~~in ~~and~~this ~~Related~~portion ~~Transactions~~of the central Rocky Mountains in southwestern Colorado can be variable with notable differences in microclimate due to slope, aspect, and ~~Director Independence~~elevation.

~~Except~~Typical asmid-summer ~~disclosed~~afternoon ~~herein,~~temperatures noare ~~director,~~in ~~executive~~the ~~officer~~upper 70oF, ~~shareholder~~with ~~holding~~nighttime ataround ~~least 5% of shares of our common stock~~40oF. Conversely, orthe ~~any~~wintertime ~~family~~high ~~member~~temperatures ~~thereof,~~are ~~had~~around ~~any material interest~~40oF, ~~direct~~with ornighttime ~~indirect,~~ in ~~any~~the ~~transaction,~~low or10oF. ~~proposed~~In ~~transaction~~general, since ~~the~~temperatures ~~year~~decrease ~~ended~~with ~~March~~an ~~31,~~elevation ~~2011,~~increase in ~~which~~mountainous ~~the~~terrain, ~~amount involved in~~ the ~~transaction~~lower ~~exceeded~~portion orof ~~exceeds~~ the ~~lesser~~site ofmay ~~$120,000~~be orcooler ~~one~~than ~~percent of~~ the ~~average~~higher oflocations. Summer ~~our~~afternoon ~~total~~temperatures ~~assets~~can atdecrease ~~the~~about ~~year-end~~4o ~~for~~to ~~the~~5oF ~~last~~per ~~three~~1,000 ~~completed fiscal years~~ft.

Our management is involved in other business activities and may, in the future become involved in other business opportunities. If a specific business opportunity becomes available, such persons may face a conflict in selecting between our business and their other business interests. 20

~~Item~~The 14average annual precipitation for this area is 18 in. This ~~Principal~~tends ~~Accounting~~to ~~Fees~~be received throughout the year with most months receiving at or greater than 1 in of rain or water equivalent as snow. Late summer through early fall receives the most moisture with July and ~~Services~~August typically getting over 2 in. On average, rainfall is lightest in midsummer, with June being the driest month. Deviations from these averages are high both within months and between years.

Winter precipitation generally falls as snow from October through April. The ~~aggregate~~mean ~~fees~~annual ~~billed~~snowfall for this area over the ~~most~~last ~~recently~~50 ~~completed~~years ~~fiscal~~has ~~year~~been ~~ended~~80 ~~March~~in ~~31,~~with ~~2011~~over ~~and~~15 ~~for~~in ~~fiscal~~per ~~year~~month ~~ended~~falling ~~March~~between ~~31,~~December ~~2010~~and ~~for~~February. A ~~professional~~portion ~~services~~of ~~rendered~~this bysnow melts during the ~~principal~~warmer ~~accountant~~days; ~~for~~however, ~~the~~some ~~audit~~snow ofaccumulates ~~our~~without ~~annual~~melting ~~financial~~during ~~statements~~midwinter, particularly in north-facing, shaded and ~~review~~level ofareas. This ~~the~~accumulation ~~financial~~and ~~statements~~melt ~~included~~results in ~~our~~an ~~quarterly~~average ~~reports~~ on ~~Form~~ground ~~10-Q~~snow ~~and~~depth ~~services~~of ~~that~~12 ~~are~~to ~~normally~~15 ~~provided~~in byduring January and February. The remainder of the ~~accountant~~snow melts during May and June resulting in ~~connection~~water ~~with~~run-off. ~~statutory~~All ~~and~~climate ~~regulatory~~data ~~filings~~is orfrom ~~engagements~~the ~~for~~Fort ~~these~~Lewis, ~~fiscal~~Colorado ~~periods~~weather ~~were~~station as ~~follows:~~reported by the High Plains Regional Climate Center in Lincoln, Nebraska.

	Year Ended
	March 31 2011	March 31, 2010
Audit Fees	$8,905	$Nil
Audit Related Fees	Nil	Nil
Tax Fees	Nil	Nil
All Other Fees	Nil	Nil
Total	$8,905	$Nil

The La Plata Mountains are extremely rugged mountains, rising from the surrounding plane at about 7,000 ft to peaks above 13,000 ft. The Properties are situated at the margin of this range, with the principal mine entrances at elevations between 8,900 and 9,400 ft and the Idaho Property mill at an elevation of 8,871 ft. Both are situated on a moderate slope, well above the valley floor of the La Plata River. The mine portals and mill are away from the danger of avalanches, which plague the upper reaches of the La Plata River valley.

~~Audit~~We ~~Fees:~~entered ~~The~~into ~~aggregate~~a ~~fees~~lease ~~billed~~with byJJR ~~the~~Ringling ~~independent~~Enterprises, ~~accountants~~LLC as of October 7, 2011 for ~~the~~550 ~~last~~sq. ~~two~~ft. ~~fiscal~~of ~~years~~office ~~are~~space ~~for~~located ~~professional~~at ~~services~~1630 Ringling Blvd, Sarasota, FL 34236. The initial lease is for ~~the~~a ~~audit~~term of ~~our~~six ~~annual~~months; ~~financial~~this ~~statements~~lease was updated on May 3, 2012 and ~~the~~has ~~review~~a ofmonth ~~our~~to ~~Form~~month ~~10-Q~~term. Monthly ~~and~~rent ~~other~~for ~~services~~this ~~that~~space ~~are~~is ~~normally~~$1,000 ~~provided~~plus by2/3 ~~the~~of ~~accountants~~monthly incommunication ~~connection~~expense. We ~~with~~consider ~~statutory~~our current office space arrangement adequate and ~~regulatory~~will ~~filings~~reassess orour ~~engagements~~needs based upon the future growth of the Company.

~~Audit-Related~~ITEM Fees: The aggregate fees billed in each of the last two fiscal years for assurance and related services by the principal accountant that are reasonably related to the performance of the audit or review for the audit or review of our annual financial statements and the review of financial statements and are not reported under the previous item, Audit Fees, was nil3.

~~Tax~~LEGAL ~~Fees: During the last two fiscal years there were no other fees charged by the principal accountants other than those disclosed above.~~PROCEEDINGS

~~All~~We ~~Other~~are ~~Fees:~~not ~~During~~currently ~~the~~involved ~~last~~in ~~two~~any ~~fiscal~~legal ~~years~~proceedings ~~there~~and ~~were~~we noare ~~other~~not ~~fees~~aware ~~charged~~of byany ~~the~~pending ~~principal~~or ~~accountants~~potential ~~other~~legal ~~than~~actions ~~those~~required to be disclosed ~~above~~by Item 103 of Regulation S-K.

~~Our~~ITEM board of directors has considered the nature and amount of fees billed by our independent auditors and believes that the provision of services for activities unrelated to the audit is compatible with maintaining our independent auditors’ independence4.

~~Page~~MINE 14SAFETY DISCLOSURES

~~PART~~During IV2011, Wildcat Mining Corporation was not issued any Federal Mine Safety and Health Act of 1977 violations. In addition there are no legal actions pending before the Federal Mine Safety and Health Review Commission as of February 29, 2012.

~~Item 15. Exhibits, Financial Statement Schedules~~21

(a)	Financial Statements
	(1)	Financial statements for our Company are presented after the signature of this document
(b)	Exhibits
Exhibit No.		Description
(3)		Articles of Incorporation and By-laws
3.1		Articles of Incorporation (1)
3.2		Bylaws (1)
(10)		Others
10.1		Audit Committee charter (1)
10.2		Code Of Business Conduct & Ethics and Compliance (1)
(31)		Section 302 Certification
31.1 *		Certification of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C.§ 1350, as adopted pursuant to § 302 of the Sarbanes-Oxley Act of 2002.
(32)		Section 906 Certification
32.1 *		Certification of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002.

PART II

	*	Filed herewith.
	(1)	Previously filed with the Securities and Exchange Commission.

ITEM 5.

~~SIGNATURES~~MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

~~Pursuant~~Market ~~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, thereunto duly authorized.~~ Information

~~VARCA~~Our ~~VENTURES~~common stock is traded over-the-counter and quoted on the OTCBB under the symbol “VCRV.” Prior to December 15, ~~INC~~2012, there was no established public trading market for our common stock. ~~(Registrant)~~ The following table sets for the high and low bid prices of our common stock for the periods indicated.

~~Date:~~The ~~April~~OTCBB 26quotations reflect inter-dealer prices, ~~2011~~without retail mark-up, mark-down or commission and may not represent actual transactions.

By: /s/ Nadeem Lila


	High	Low
Fiscal Year Ended February 29, 2012
First Quarter	--	--
Second Quarter	--	--
Third Quarter	$1.55	$0.51
Fourth Quarter	$0.51	$0.37

~~Nadeem Lila Principal Executive Officer Principal Financial Officer and Director~~Holders

~~Pursuant~~As toof the ~~requirements~~close of ~~the~~business ~~Securities~~on ~~Exchange~~May ~~Act~~25, ~~of 1934~~2012, ~~this~~there ~~report~~were ~~has~~approximately ~~been~~102 ~~signed~~holders ~~below~~of byrecord ~~the following persons on behalf~~ of ~~the~~our ~~registrant~~common ~~and in the capacities and on the dates indicated~~stock.

~~VARCA VENTURES, INC. (Registrant)~~Dividends

~~Date:~~We ~~April~~have 26never paid cash dividends on our common stock. We intend to keep future earnings, ~~2011~~if any, to finance the expansion of our business, and we do not anticipate that any cash dividends will be paid in the foreseeable future. Our future payment of dividends will depend on our earnings, capital requirements, expansion plans, financial condition and other relevant factors that our Board may deem relevant. Our retained earnings deficit currently limits our ability to pay dividends.

~~By:~~Securities ~~/s/~~Authorized ~~Nadeem~~for ~~Lila~~Issuance Under Equity Compensation Plans

~~Nadeem~~The ~~Lila Principal~~following ~~Executive~~table ~~Officer Principal~~sets ~~Financial~~forth ~~Officer~~information as of February 29, 2012, about shares of our common stock outstanding and ~~Director~~available for issuance under our equity compensation plan existing as of such day.

Page 15


Plan Category	Number of securities to be issued upon exercise of outstanding options, warrants and rights (a)		Weighted- average exercise price of outstanding options, warrants and rights (b)	Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c)
Equity compensation plans approved by security holders:		n/a	n/a	n/a
Equity compensation plans not approved by security holders:		0	$ 0	4,700,000
Total		0	$ 0	4,700,000

~~VARCA VENTURES, INC.~~22

~~(An~~2012 ~~Exploration~~Incentive ~~Stage~~Compensation ~~Company)~~Plan

~~FINANCIAL~~Our ~~STATEMENTS~~2012 Incentive Compensation Plan (the “Compensation Plan”) was approved by the written consent of our Board and became effective February 3, 2012, subject to subsequent approval, within 12 months of such date, by a majority of our issued and outstanding shares of common stock eligible to vote in the election of directors. Pursuant to the Compensation Plan, 4,700,000 shares of common stock will be reserved for issuance. The purpose of the Compensation Plan is to assist us in attracting, motivating, retaining and rewarding high quality executives and other employees, officers, directors and independent contractors by enabling such persons to acquire or increase a proprietary interest in us in order to strengthen the mutuality of interest between such persons and our stockholders, and providing such persons with annual, long-term performance incentives to expend their maximum efforts in the creation of stockholder value. The Compensation Plan enables our Board to grant various forms of equity compensation including options, restricted stock grants and other performance or incentive awards.

~~MARCH~~ITEM ~~31, 2011~~6.

~~Page 16~~SELECTED FINANCIAL DATA

~~Report~~Not ofrequired ~~Independent~~under ~~Registered~~Regulation ~~Public~~S-K ~~Accounting~~for ~~Firm~~“smaller reporting companies.”

ToITEM ~~the Board of Directors and Stockholders of Varca Ventures, Inc~~7. ~~(An Exploration Stage Company) Calgary, Alberta, Canada~~

~~We have audited the accompanying balance sheets of Varca Ventures, Inc. (the “Company”) as of March 31, 2011 and 2010, and the related statements of operations, stockholders~~MANAGEMENT’S ~~equity,~~DUSCUSSION ~~and~~AND ~~cash~~ANALYSIS ~~flows~~OF ~~for~~FINANCIAL ~~the~~CONDITION ~~year~~AND ~~ended~~RESULTS ~~March~~OF 31, 2011 and for the periods from January 19, 2010 (Inception) through March 31, 2011 and 2010. 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. OPERATIONS

WeThe ~~conducted~~following ~~our~~discussion ~~audits~~and inanalysis ~~accordance with the standards~~ of ~~the~~financial ~~Public~~condition ~~Company Accounting Oversight Board (United States). Those standards require that we plan~~ and ~~perform~~results ~~the~~of ~~audit~~operations toshould ~~obtain~~be ~~reasonable~~read ~~assurance~~in ~~about~~conjunction ~~whether~~with ~~the~~our consolidated financial statements ~~are~~and ~~free~~related ofnotes ~~material~~included ~~misstatement.~~elsewhere ~~The~~in ~~Company~~this isAnnual ~~not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting~~Report. This ~~Our~~discussion ~~audit~~contains ~~included~~forward-looking ~~consideration~~statements ~~of internal control over financial reporting as a basis for designing audit procedures~~ that ~~are~~involve ~~appropriate in the circumstances~~risks, ~~but~~uncertainties ~~not~~and ~~for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting~~assumptions. ~~Accordingly,~~See we“Special ~~express~~Note noRegarding ~~such~~Forward-Looking ~~opinion~~Statements.” Our Anactual ~~audit~~results ~~also~~could ~~includes~~differ ~~examining,~~materially onfrom athose ~~test~~anticipated ~~basis, evidence supporting the amounts and disclosures~~ in the ~~financial~~forward-looking statements, ~~assessing the accounting principles used and significant estimates made by management,~~ as ~~well~~a asresult ~~evaluating~~of ~~the~~certain ~~overall~~factors ~~financial~~discussed ~~statement~~in ~~presentation.~~“Item We1A ~~believe~~- ~~that~~Risk ~~our~~Factors” ~~audits~~and ~~provide~~elsewhere ain ~~reasonable~~this ~~basis~~Annual ~~for our opinion~~Report.

InOverview ~~our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Varca Ventures, Inc. as of March 31, 2011~~ and ~~2010,~~Going ~~and~~Concern the results of its operations and its cash flows for the year ended March 31, 2011 and for the periods period from January 19, 2010 (Inception) through March 31, 2011 and 2010 in conformity with accounting principles generally accepted in the United States of America.

~~The~~We ~~accompanying~~are ~~financial~~presently ~~statements~~in ~~have~~the ~~been~~exploration ~~prepared~~stage ~~assuming~~of our business and we can provide no assurance that ~~the~~any ~~Company~~commercially viable mineral deposits exist on our property, or, if such deposits are discovered, that we will ~~continue~~enter asinto afurther ~~going~~substantial ~~concern~~exploration programs. Further Asexploration ~~discussed~~is inrequired ~~Note~~before 1a final determination can be made as to ~~the~~whether ~~financial~~our ~~statements,~~mining ~~the~~claims ~~Company~~possess ~~has~~reserves. If ~~suffered~~our ~~losses~~claims ~~from~~do ~~operations~~not ~~which~~contain ~~raise~~any ~~substantial~~reserves, ~~doubt~~all ~~about~~funds ~~its~~that ~~ability~~we tospend ~~continue~~on asexploration awill ~~going~~be ~~concern~~lost. Even ~~Management’s~~if ~~plans~~we ~~regarding~~complete ~~those~~our ~~matters~~current ~~also~~exploration program and are ~~described~~successful in ~~Note~~identifying 1.a ~~The~~mineral ~~financial~~deposit, ~~statements~~we dowill ~~not~~be ~~include~~required ~~any~~to ~~adjustments~~expend ~~that~~substantial ~~might~~funds ~~result~~on ~~from~~further ~~the~~drilling ~~outcome~~and ofengineering ~~this~~studies ~~uncertainty.~~before we will know if we have mineral reserves.

~~LBB~~In &the ~~Associates~~course ~~Ltd~~of our exploration activities, we have sustained losses and expect such losses to continue unless and until we can achieve net operating revenues. We expect to finance our operations primarily through our existing cash and future financings. However, ~~LLP~~substantial doubt exists about our ability to continue as a going concern because we will be required to obtain additional capital in the future to continue our operations and there is no assurance that we will be able to obtain such capital, through equity or debt financings, or any combination thereof, or on satisfactory terms or at all. Additionally, no assurance can be given that any such financing, if obtained, will be adequate to meet our ultimate capital needs and to support our growth. If adequate capital cannot be obtained on a timely basis and on satisfactory terms, our operations would be materially negatively impacted. Our ability to complete additional financings is dependent on the state of the debt and equity markets at the time of any proposed financing, and such market's reception of us and the financing terms. In addition, our ability to complete a financing may be dependent on the status of our business activities, which cannot be predicted.

~~Houston~~Our audited financial statements have been prepared in accordance with generally accepted accounting principles applicable to a going concern, ~~Texas~~which implies we will continue to meet our obligations and continue our operations for the next 12 months. Realization values may be substantially different from carrying values as shown, and our consolidated financial statements do not include any adjustments relating to the recoverability or classification of recorded asset amounts or the amount and classification of liabilities that might be necessary if we are unable to continue as a going concern.

~~April 25, 2011~~23

~~Page 17~~Results of Operations

~~Varca~~Fiscal ~~Ventures~~Years Ended February 29, ~~Inc.~~2012 and February 28, 2011

~~(An~~Revenues ~~Exploration Stage Company)~~

~~Balance~~We ~~Sheets~~are in the exploration stage and have had no revenues since our inception.

~~March~~Exploration ~~31, 2011 and 2010~~Expenses

	March 31, 2011 $	March 31, 2010 $
ASSETS
Current assets
Cash	25,114	44,142
Total current assets	25,114	44,142
Total assets	25,114	44,142
LIABILITIES AND STOCKHOLDERS’ EQUITY
LIABILITIES
Current liabilities
Accounts payables and accrued liabilities	-	1,389
Total current liabilities	-	1,389
Total liabilities	-	1,389
STOCKHOLDERS’ EQUITY
Preferred stock: $0.0001 par value, 25,000,000 authorized, 0 issued and outstanding	-	-
Common stock: $0.0001 par value, 100,000,000 authorized, 6,800,000 issued and outstanding as of March 31, 2011 and 2010 respectively	680	680
Additional paid-in capital	49,320	49,320
Deficit accumulated during the exploration stage	(24,886)	(7,247)
Total stockholders’ equity	25,114	42,753
Total liabilities and stockholders’ equity	25,114	44,142

Exploration expenses decreased $226,997 to $504,107 for the fiscal year ended February 29, 2012, as compared to $731,104 for the fiscal year ended February 28, 2011. This overall decrease was primarily the result of decreased expenditures for permitting fees, consultants and professional services for the permitting process.

~~(The~~Permitting ~~accompanying~~fees ~~notes~~and ~~are~~expenses anwere ~~integral~~$129,428 ~~part~~for ofthe ~~these~~fiscal ~~financial~~year ~~statements)~~ ended February 29, 2012, as compared to $554,907 for the fiscal year ended February 28, 2011. This decrease was attributable to decreased engineering, consulting and professional fees expended for the permitting process.

~~Page~~Professional 18services costs were $168,997 for the fiscal year ended February 29, 2012 as compared to $50,871 for the fiscal year ended February 28, 2011 primarily due to the hiring of new consultants related to company operations and support of the permitting process.

~~Varca~~General ~~Ventures,~~and ~~Inc.~~Administrative Expenses

~~(An~~General ~~Exploration~~and ~~Stage~~administrative ~~Company)~~expenses increased $1,141,053 to $1,760,724 for the fiscal year ended February 28, 2012, as compared to $619,671 for the fiscal year ended February 28, 2011. This overall increase was primarily the result of increased consulting fees, accounting and legal fees and other general and administrative costs as discussed in the following paragraphs.

~~Statements~~Stock-based compensation costs were $879,000 for the fiscal year ended February 29, 2012, as compared to $32,145 for the fiscal year ended February 28, 2011. This increase was attributable to 750,000 shares of ~~Operations~~common stock issued to marketing consultants.

	For the Year Ended March 31, 2011	Period From January 19, 2010 (inception) to March 31, 2010	Period From January 19, 2010 (inception) to March 31, 2011
	$	$	$
Expenses:
Mineral exploration expenditures	-	3,450	3,450
General and administrative	4,123	1,408	5,531
Professional fees	13,516	2,389	15,905
Net loss	(17,639)	(7,247)	(24,886)
Net loss per share – basic and diluted	(0.00)	(0.00)
Weighted average shares outstanding – basic and diluted	6,800,000	4,478,873

Accounting and legal fees increased $139,391 or 32%, to $573,802 for the fiscal year ended February 29, 2012, as compared to $434,411 for the fiscal year ended February 28, 2011. Consulting fees were $219,538 for the fiscal year ended February 28, 2012, as compared to $40,029 for the fiscal year ended February 28, 2011.

~~(The~~Interest ~~accompanying~~Income ~~notes~~and ~~are~~Expense ~~an integral part of these financial statements)~~

~~Page 19~~For the fiscal year ended February 29, 2012 and the fiscal year ended February 28, 2011, the Company recognized interest income of $2,626 and $1,760, respectively. For the fiscal year ended February 29, 2012 and the fiscal year ended February 28, 2011, the Company recognized interest expense of $125,453 and $102,114, respectively. The increase in expense for the fiscal year ended February 29, 2012 was due to our issuance of interest bearing notes.

~~Varca~~Net ~~Ventures,~~Loss ~~Inc.~~

~~(An~~Our ~~Exploration~~net ~~Stage~~losses ~~Company)~~for the fiscal years ended February 29, 2012 and February 28, 2011 were $2,404,209 and $1,463,440 respectively. The increase in net loss is attributable to the increases in expenses discussed above.

~~Statements~~Liquidity ofand ~~Cash~~Capital ~~Flows~~Resources

	For the Year Ended March 31, 2011 $	Period From January 19, 2010 (inception) to March 31, 2010 $	Period From January 19, 2010 (inception) to March 31, 2011 $
Cash flows from operating activities
Net loss	(17,639)	(7,247)	(24,886)
Adjustment to reconcile net cash used in operating activities
Mineral property impairment	-	300	300
Change in operating assets and liabilities
Accounts payables and accrued liabilities	(1,389)	1,389	-
Net cash used in operating activities	(19,028)	(5,558)	(24,586)
Cash flows from investing activities
Mineral property acquisition	-	(300)	(300)
Net cash used in investing activities	-	(300)	(300)
Cash flows from financing activities
Proceeds from issuance of common stock	-	50,000	50,000
Net cash provided by financing activities	-	50,000	50,000
Increase (decrease) in cash	(19,028)	44,142	25,114
Cash – beginning of period	44,142	-	-
Cash – end of period	25,114	44,142	25,114
Supplemental cash flow disclosures
Cash paid For:
Interest	−	−	−
Income tax	−	−	−

As of February 29, 2012, we had cash on hand of $331,131 and total current assets of $1,373,922. In addition, we had current liabilities totaling $821,815 for working capital deficit of $489,017 compared to a working capital deficit of $860,204 at February 28, 2011, with cash on hand of $5,037. During the fiscal year ended February 29, 2012, we have been dependent on the issuance of common stock and loans to pay our expenses.

~~(The accompanying notes are an integral part of these financial statements)~~ 24

~~Page~~In 20March 2011, we issued a series of convertible promissory notes totaling $32,500 to certain officers and directors. The notes, along with accrued interest were converted into 2,425,827 shares of our common stock at the end of March, 2011.

~~Varca~~In ~~Ventures~~March 2011, ~~Inc~~we issued a series of five subordinated promissory notes totaling $160,000 to three individuals. The debt accrued interest at 12% per annum and was due and payable in full on November 30, 2011. The notes and all accrued interest were paid in full on November 30, 2011.

~~(An~~On ~~Exploration~~May ~~Stage~~3, ~~Company)~~2011, we issued a convertible promissory note totaling $60,000 to a director. The note and all accrued interest were converted into 1,126,335 shares of our common stock on October 5, 2011.

~~Statement~~In May 2011, we issued a total of ~~Stockholders’~~$300,000 ~~Equity~~of secured convertible promissory notes to three investors under the terms of our $1,250,000 private debt offering memorandum, dated February 11, 2011. These notes were converted into common stock.

	Common Stock		Additional Paid-in	Deficit Accumulated During the Exploration
	Number	Par Value	Capital	Stage	Total
Balance, January 19, 2010 (inception)	-	$ -	$ -	$ -	$ -
Common stock issued for cash	6,800,000	680	49,320	-	50,000
Net loss	-	-	-	(7,247)	(7,247)
Balance, March 31, 2010	6,800,000	680	49,320	(7,247)	42,753
Net loss	-	-	-	(17,639)	(17,639)
Balance, March 31, 2011	6,800,000	$ 680	$ 49,320	$ (24,886)	$ 25,114

During the fiscal year ended February 29, 2012, we raised $770,000 in private placements for 3,500,002 shares of common stock. The proceeds from the private placement will be used to pay vendors and costs related to the preliminary construction and reclamation activities required to resolve the conditions for approval of the Mining Permit imposed by CDRMS.

In January 2012, we entered into a Loan Agreement with SVA and issued a subordinated note totaling $400,000. The ~~accompanying~~note accrues interest at the rate of 12% per annum and is due payable on or before July 31, 2013 and has a royalty payment of 1% of the net proceeds received from a purchaser, smelter or other processing facility. We have the option to repay the entire principal amount of the note and all accrued and unpaid interest at any time prior to the maturity date upon payment of a penalty of 5% of the principal amount of the loan. The note, and any additional notes ~~are~~up anto ~~integral~~the ~~part~~aggregate principal amount of ~~these~~the ~~consolidated~~loan, ~~financial~~is ~~statements~~secured by a Deed of Trust dated January 28, 2012. The Deed of Trust creates a subordinated security interest in certain lode mining claims on the Idaho Property, which also secure senior indebtedness having an outstanding principal balance of $425,000, payable in full as a balloon payment in February 2014.

~~Page~~We 21are an exploration stage company with no revenues or operating activities. As of February 29, 2012, we have incurred cumulative net losses of $6,119,584 and our current operating funds are less than necessary to complete our intended exploration program on the Properties. We will need additional funds to complete our business plan; without it our business will likely fail. Our ability to raise additional capital through the future issuances of common stock is unknown. The acquisition of additional financing, the successful development of our contemplated plan of operations, and our transition, ultimately, to the attainment of profitable operations, are necessary for us to continue operations. The uncertainty about our ability to successfully resolve these factors raises substantial doubt about our ability to continue as a going concern.

~~Varca~~Off-Balance ~~Ventures,~~Sheet ~~Inc.~~Arrangements ~~(An Exploration Stage Company) Notes to the Financial Statements March 31, 2011 and 2010~~

~~1. NATURE~~We ~~AND~~do ~~CONTINUANCE~~not OFhave ~~OPERATIONS~~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 is material to investors.

~~The~~Critical ~~Company~~Accounting ~~was~~Policies incorporated in the State of Nevada on January 19, 2010 and is a start-up, exploration stage company. The Company has acquired mineral properties located in the Province of British Columbia, Canada, but has not yet determined whether these properties contain reserves that are economically recoverable. The recoverability of costs incurred for acquisition and exploration of the properties will be dependent upon the discovery of economically recoverable reserves, confirmation of the Company’s interest in the underlying properties, the ability of the Company to obtain necessary financing to satisfy the expenditure requirements and to complete the development of the properties and upon future profitable production or proceeds from the sale thereof.

~~These~~Our ~~financial~~discussion ~~statements~~and ~~have~~analysis ~~been~~of ~~prepared~~our onfinancial acondition ~~going~~and ~~concern~~results ~~basis~~of ~~which~~operations ~~assumes~~is ~~the~~based ~~Company~~on ~~will~~our befinancial ~~able~~statements, towhich ~~realize~~have ~~its~~been ~~assets~~prepared ~~and discharge its liabilities~~ in ~~the~~accordance ~~normal~~with ~~course~~accounting ofprinciples ~~business~~generally ~~for~~accepted in the ~~foreseeable~~United ~~future~~States. The ~~Company~~preparation ~~has~~of ~~incurred~~these afinancial ~~loss~~statements ~~since~~requires ~~inception~~us ~~resulting~~to inmake anestimates ~~accumulated~~and ~~deficit~~judgments ofthat ~~$24,866~~affect asthe atreported ~~March~~amounts 31of assets, ~~2011~~liabilities, revenues and ~~further~~expenses. We ~~losses~~base ~~are~~our ~~anticipated~~estimates inon ~~the~~historical ~~development~~experience ofand ~~its~~on ~~business~~various ~~raising~~other ~~substantial~~assumptions ~~doubt~~that ~~about~~we ~~the~~believe ~~Company’s ability~~ to ~~continue~~be asreasonable aunder ~~going~~the ~~concern.~~circumstances, ~~The~~the ~~ability~~results toof ~~continue~~which asform athe ~~going~~basis ~~concern~~for ismaking ~~dependent~~judgments ~~upon~~about the ~~Company~~carrying ~~generating~~values ~~profitable~~of ~~operations~~assets ~~in the future~~ and~~/or~~ ~~obtaining~~liabilities ~~the~~that ~~necessary~~are ~~financing~~not toreadily ~~meet~~apparent ~~its~~from ~~obligations~~other ~~and~~sources. Actual ~~repay~~results ~~its~~may ~~liabilities~~differ ~~arising~~ from ~~normal~~these ~~business~~estimates ~~operations~~under ~~when~~different ~~they~~assumptions ~~come~~or ~~due~~conditions. We ~~Management~~believe ~~intends to finance operating costs over~~ the ~~next~~following ~~twelve~~critical ~~months~~accounting ~~with~~policies ~~existing~~affect ~~cash~~our onmost ~~hand~~significant ~~and~~judgments ~~loans from directors~~ and orestimates ~~private~~used ~~placement~~in preparation of ~~common~~our ~~stock~~financial statements.

~~2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES~~25

~~Basis~~Mineral ofExploration ~~Presentation~~and Development Costs

~~The~~All ~~financial~~exploration ~~statements~~expenditures are expensed as incurred. Costs of acquisition and costs of mineral rights are capitalized upon acquisition. If proven and probable reserves exist and the ~~Company~~property ~~have~~is ~~been~~determined ~~prepared~~to be a commercially mineable property, mine development costs incurred to develop new ore deposits, to expand the capacity of mines, or to develop mine areas substantially in ~~accordance~~advance of production are also capitalized. Costs incurred once production starts or to maintain assets on a standby basis are charged to operations. If we do not continue with ~~generally~~exploration ~~accepted~~after ~~accounting~~the ~~principles~~completion of the feasibility study, the cost of mineral rights will be expensed at that time. Costs of abandoned projects are charged to mining costs, including related property and equipment costs. To determine if these costs are in excess of their recoverable amount, periodic evaluation of the ~~United~~carrying ~~States~~value of ~~America~~capitalized costs and any related property and equipment costs are ~~presented~~based inupon USexpected ~~dollars~~future cash flows and/or estimated salvage value.

~~Exploration~~Income ~~Stage~~Taxes ~~Company~~

~~The~~We ~~Company~~account isfor anincome ~~“exploration~~taxes ~~stage~~using ~~company”~~the liability method whereby deferred tax assets and isliabilities ~~devoting~~are ~~its~~determined ~~resources~~based toon ~~establishing~~temporary ~~the~~differences ~~new~~between ~~business,~~basis used for financial reporting and ~~its~~income ~~planned~~tax ~~operations~~reporting ~~have~~purposes. Income ~~not~~taxes ~~yet~~are ~~commenced,~~provided ~~accordingly,~~based noon ~~revenues~~tax ~~have~~rates ~~been~~in ~~earned~~effect ~~during~~at the ~~period~~time ~~from~~such ~~January~~temporary ~~19,~~differences ~~2010~~are ~~(date~~expected ofto ~~inception)~~reverse. A tovaluation ~~March~~allowance ~~31,~~is ~~2011~~provided for certain deferred tax assets if it is more likely than not that the Company will not realize the tax assets through future operations.

~~Cash~~Stock-Based ~~and~~Compensation ~~Cash Equivalents~~

~~The~~We ~~Company~~account ~~considers~~for ~~all~~the ~~highly~~grant ~~liquid~~of ~~investments~~options ~~with~~to anemployees ~~original~~and ~~purchase~~the ~~maturity~~grant of ~~three~~shares ~~months~~to ornon-employees ~~less~~pursuant ~~when~~to ~~purchased~~the toprovisions beof ~~cash~~FASB ~~equivalents~~ASC 718, Compensation - Stock Compensation, which establishes accounting for equity instruments exchanged for services.

~~Foreign~~Recent ~~Currency~~Accounting ~~Translation~~Pronouncements

~~The~~We ~~Company’s~~do ~~functional~~not ~~and~~expect ~~reporting~~adoption currency is the United States dollar. Occasional transactions may occur in Canadian dollars. Monetary assets and liabilities denominated in foreign currencies are translated using the exchange rate prevailing at the balance sheet date. Non-monetary assets and liabilities denominated in foreign currencies are translated at rates of ~~exchange~~any inrecently ~~effect~~issued ataccounting ~~the~~pronouncements ~~date of the transaction. Average monthly rates are used~~ to ~~translate~~have ~~expenses.~~a ~~Gains~~material ~~and~~effect ~~losses arising~~ on ~~translation~~our ~~or settlement of foreign currency denominated transactions or balances are included in the determination of net income (loss). The Company has not, to the date of these~~ financial statements~~, entered into derivative instruments to offset the impact of foreign currency fluctuations~~.

~~Use~~ITEM ~~of Estimates and Assumptions~~ 7A.

~~The~~QUANTITATIVE ~~preparation~~AND ofQUALITATIVE ~~financial~~DISCLOSURE ~~statements~~OF inMARKET conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the period. Actual results could differ from those estimates. RISK

~~Due~~Not torequired ~~the~~under ~~limited~~Regulation ~~level~~S-K offor ~~operations,~~“smaller ~~the~~reporting ~~Company has not had to make material assumptions or estimates other than the assumption that the Company is a going concern~~companies.”

~~Page 22~~ITEM 8.

~~Varca~~FINANCIAL ~~Ventures,~~STATEMENTS ~~Inc.~~AND SUPPLEMENTARY DATA

~~(An~~Our ~~Exploration~~financial ~~Stage~~statements ~~Company~~are stated in United States Dollars (US$) and are prepared in accordance with United States Generally Accepted Accounting Principles.

~~Notes~~The toReport of Independent Registered Public Accounting Firm issued by GBH CPAs, PC for the ~~Financial~~audited ~~Statements March~~financial 31statements as of and for the years ended February 29, 2012 and February 28, 2011 and ~~2010~~for the period from October 5, 2005 (inception) through February 29, 2012 is included herein immediately preceding the audited financial statements.

~~2. SUMMARY~~Our OFaudited ~~SIGNIFICANT~~financial ~~ACCOUNTING~~statements ~~POLICIES~~are ~~(Continued)~~included following the signature page to this Annual Report.

~~Mineral~~ITEM ~~Exploration Costs~~ 9.

~~The~~CHANGES ~~Company~~IN ~~capitalizes~~AND ~~mineral~~DISAGREEMENTS ~~property~~WITH ~~acquisition~~ACCOUNTANTS ~~costs~~ON ~~and~~ACCOUNTING ~~evaluates~~AND ~~such~~FINANCIAL ~~assets for impairment on periodic basis.~~DISCLOSURE

~~When it has been determined that a mineral property can be economically developed as a result of establishing proven and probable reserves, the costs incurred to develop such property are capitalized~~None. ~~The capitalized costs will be amortized using the units-of-production method over the estimated life of the probable reserve.~~

The beneficial owner holds the right to the claims which give him or his designated agent the right to mine and recover all of the metals contained within the surface boundaries of the lease vertically downward. In the event he were to grant another deed which is subsequently registered prior to the Company’s deed, the third party would obtain good title and the Company would have nothing.26

~~Fair~~ITEM ~~Value of Financial Instruments~~ 9A.

~~The~~CONTROLS ~~carrying~~AND ~~amounts~~PROCEDURES of cash and current liabilities approximate fair value due to the short maturity of these instruments. These fair value estimates are subjective in nature and involve uncertainties and matters of significant judgment, and, therefore, cannot be determined with precision. Unless otherwise noted, it is management’s opinion the Company is not exposed to significant interest, currency or credit risks arising from these financial instruments.

~~Environmental~~We ~~Costs~~maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms, and that such information is accumulated and communicated to our management to allow for timely decisions regarding required disclosure. In designing and evaluating our disclosure controls and procedures, our management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and our management is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

~~Environmental~~Our ~~expenditures~~management ~~that~~does ~~relate~~not toexpect ~~current~~that ~~operations~~our ~~are~~disclosure ~~expensed~~controls or ~~capitalized~~our asinternal ~~appropriate.~~controls ~~Expenditures~~over ~~that~~financial ~~relate~~reporting towill anprevent ~~existing~~all ~~condition~~error ~~caused~~and byfraud. A ~~past~~control ~~operations~~system, ~~and~~no ~~which~~matter dohow ~~not~~well ~~contribute~~conceived toand ~~current~~operated, orcan ~~future~~provide ~~revenue~~only ~~generation~~reasonable, ~~are~~but ~~expensed.~~not ~~Liabilities~~absolute, ~~are~~assurance ~~recorded~~that ~~when~~the ~~environmental~~objectives ~~assessments~~of ~~and/or~~a ~~remedial~~control ~~efforts~~system are ~~probable~~met. Further, any control system reflects limitations on resources and the ~~cost~~benefits ~~can~~of a control system must be ~~reasonably~~considered ~~estimated~~relative to its costs. These ~~Generally,~~limitations also include the ~~timing~~realities that judgments in decision-making can be faulty and that breakdowns can occur because of ~~these~~simple ~~accruals~~error ~~coincides~~or ~~with~~mistake. Additionally, controls can be circumvented by the ~~earlier~~individual acts of ~~completion~~some persons, by collusion of atwo ~~feasibility~~or ~~study~~more people or ~~the~~by ~~Company’s~~management ~~commitments~~override toof ~~plan~~a control. A design of ~~action~~a control system is also based onupon certain assumptions about potential future conditions; over time, controls may become inadequate because of changes in conditions, or the ~~then~~degree ~~known~~of ~~facts~~compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and may not be detected.

~~Income~~As ~~Taxes~~of February 29, 2012, the year end period covered by this Annual Report, we carried out an evaluation, under the supervision and with the participation of our management of the effectiveness of the design and operation of our disclosure controls and procedures. Based on the foregoing, we have concluded that our disclosure controls and procedures were not effective as of such date.

AManagement's ~~deferred~~Report tax asset or liability is recorded for all temporary differences between financial and tax reporting and net operating loss carry forwards. Deferred tax expense (benefit) results from the net change during the year of deferred tax assets and liabilities. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on ~~the~~Internal ~~date~~Control ofover ~~enactment.~~Financial Reporting

~~Basic~~Our management is responsible for establishing and ~~Diluted~~maintaining ~~Loss~~adequate ~~per~~internal ~~Share~~control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Management has employed a framework consistent with Exchange Act Rule 13a-15(c) to evaluate internal control over financial reporting described below. Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation and fair presentation of financial statements for external purposes in accordance with generally accepted accounting principles.

~~Basic~~Because ~~loss~~of ~~per~~its ~~share~~inherent islimitations, ~~computed~~internal bycontrol ~~dividing~~over ~~net~~financial ~~loss~~reporting ~~available~~may tonot ~~common~~prevent ~~shareholders~~or bydetect ~~the~~misstatements. ~~weighted~~Projections ~~average number~~ of ~~outstanding~~any ~~common~~evaluation ~~shares~~of ~~during~~effectiveness ~~the~~to ~~period.~~future ~~Diluted~~periods ~~loss~~are ~~per~~subject ~~share gives effect~~ to ~~all~~the ~~dilutive~~risk ~~potential~~that ~~common~~controls ~~shares~~may ~~outstanding~~become ~~during~~inadequate ~~the~~because ~~period~~of ~~including~~changes ~~stock~~in ~~options~~conditions, ~~and~~or ~~warrants~~that ~~using~~ the ~~treasury~~degree ~~method.~~of ~~Dilutive~~compliance ~~loss~~with ~~per~~the ~~share~~policies ~~excludes~~or ~~all~~procedures ~~potential~~may ~~common shares if their effect is anti-dilutive~~deteriorate.

~~Stock-based~~Management ~~Compensation~~conducted an evaluation of the design and operation of our internal control over financial reporting as of February 29, 2012. As a result of this assessment, management concluded that, as of February 29, 2012, our internal control over financial reporting was not effective in providing reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. The management identified the following material weakness at February 29, 2012:

~~The Company records stock-based compensation is computed using the fair value method of valuing stock options and other equity-based compensation issued~~1. ~~The Company has not granted any stock options since its inception. Accordingly, no stock-based compensation has been recorded.~~

~~Start-up~~Lack ~~expenses~~of functioning audit committee, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures.

~~As a start-up company, the costs associated with start-up activities are expensed as incurred~~2. Accordingly, startup costs associated with the Company’s formation have been included in the Company’s general and administrative expenses for the period from January 19, 2010 (date of inception) through March 31, 2011.

~~Page~~Insufficient 23personnel resources within the accounting function to segregate the duties over financial transaction processing and reporting and to allow for proper monitoring controls over accounting.

~~Varca~~Our ~~Ventures,~~inability ~~Inc~~to sufficiently segregate duties is due to a small number of personnel at the corporate headquarters which management expects to remedy upon the Company’s effort to obtain additional funding through operations.

~~(An Exploration Stage Company)~~27

~~Notes~~All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparations and presentations. Also, projections of any evaluation of effectiveness to future periods are subject to the ~~Financial~~risk ~~Statements March~~that 31controls may become inadequate because of changes in conditions, ~~2011~~or ~~and~~that ~~2010~~the degree of compliance with the policies or procedures may deteriorate.

~~2. SUMMARY~~Changes OFin ~~SIGNIFICANT~~Internal ~~ACCOUNTING~~Control ~~POLICIES~~over ~~(Continued)~~Financial Reporting.

~~Impairment~~There were no changes in our internal controls or ~~Disposal~~in ofother ~~Long-Lived~~factors ~~Assets~~that could significantly affect these controls subsequent to the evaluation date.

~~The~~ITEM ~~Company reviews long-lived assets for indicators of impairment whenever events or changes in circumstances indicate that the carrying value may not be recoverable~~9B. If the review indicates that the carrying amount of the asset may not be recoverable, the potential impairment is measured based on a projected discounted cash flow method using a discount rate that is considered to be commensurate with the risk inherent in the Company’s current business model. For purposes of recognition and measurement of an impairment loss, a long-lived asset is grouped with other assets at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets.

~~Business~~OTHER ~~Segments~~INFORMATION

~~The Company operates in one segment and therefore segments information is not presented~~None.

~~Recent Accounting Pronouncements~~ 28

~~During~~PART the year ended March 31, 2011 and subsequently, the FASB has issued a number of financial accounting standards, none of which did or are expected to have a material impact on the Company’s results of operations, financial position, or cash flows.III

~~3. MINERAL~~ITEM ~~INTEREST~~10.

~~Mineral~~DIRECTORS, ~~Property~~EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

InDirectors ~~February 2010, the Company acquired 100% undivided right, title~~ and ~~interest~~Executive in a mineral property called ‘‘Sewell 1 Property’’ located in the province of British Columbia, Canada for a purchase of $300. Mr. Boga, an associate and relative of the Company’s president, staked the property on behalf of the Company, and he holds these claims on behalf of the Company. The Company has incurred $3,150 of exploration expenditures as of March 31, 2010. As at March 31, 2010 the Company wrote off the mineral property acquisition costs of $300 due to the uncertainty of establishing proven and probable reserves.Officers

~~4. CAPITAL~~The ~~STOCK~~following table sets forth certain information regarding our directors and executive officers as of May 25, 2012.

The total number of common shares authorized that may be issued by the Company is 100,000,000 shares with a par value of $0.0001 per share.


Name	Age	Position
Roger Tichenor	49	Chief Executive Officer, Director
Randall Oser	41	President, Director
Paul Serluco	57	Chief Financial Officer
James Cerna	43	Director
Harold Libby	89	Director

~~The~~A ~~total~~brief ~~number~~biography of ~~preferred~~our ~~shares~~directors ~~authorized~~and ~~that~~executive ~~may~~officers befollows. Each ~~issued~~director byhas ~~the~~been ~~Company~~elected isto ~~25,000,000~~serve ~~shares~~until ~~with~~our anext ~~par~~annual ~~value~~meeting of ~~$0.0001~~stockholders ~~per~~and ~~share.~~until ~~The~~his ~~preferred~~successor ~~stock~~has ~~may~~been beelected ~~issued~~and inqualified. Each ~~one~~executive orofficer ~~more~~serves ~~series,~~at ~~from time to time, with each series to have such designation, relative rights, preference or limitations, as adopted by~~ the ~~Company’s~~discretion ~~Board~~ of ~~Directors~~our Board.

~~During~~Roger Tichenor was appointed Chief Executive Officer and a director of Varca in connection with the ~~year~~Share ~~ended~~Exchange; ~~March~~and ~~31,~~ has served as a Wildcat director since November 2010, ~~the~~its ~~Company~~Chief ~~issued~~Executive ~~6,800,000~~Officer ~~shares~~since ofMay ~~common~~2011 ~~stock~~and ~~for~~its ~~total~~President ~~proceeds~~from November 2010 to May 2011. Since 2004, he has been the Managing Director of ~~$50~~Phoenix Capital Opportunity fund,~~000~~ LP, noa ~~common~~private ~~shares~~equity ~~were~~fund. From ~~issued~~1994 ~~during~~to 2004, Mr. Tichenor was the ~~year~~president ~~ended~~of ~~March~~Phoenix 31Capital Inc., ~~2011:~~a firm that consulted with public and private companies.

	Number of shares		Amount
Shares issued for cash
Pursuant to issuance of common ($0.001 each) on February 4, 2010		4,000,000		$	4,000
Pursuant to issuance of common ($0.01 each) on February 15, 2010		1,000,000			10,000
Pursuant to issuance of common ($0.02 each) on March 1, 2010		1,800,000			36,000
Balance, March 31, 2011		6,800,000		$	50,000

Randall Oser was appointed President and a director of Varca in connection with the Share Exchange; and has served as a Wildcat director and its President since May 2011. From 2006 to 2011, Mr. Oser managed his family's assets and investments with Great Point Capital. From 2003 to 2006, Mr. Oser was the President of CUZ Developers, a residential home construction company in New York. From 1999 to 2003, Mr. Oser co-founded and operated TRK Group, a proprietary trading business, that was sold to E*trade in 2003. Mr. Oser's first job after college was field manager on soil and ground water remediation projects for three years for Subsurface Investigations. Mr. Oser received a Bachelor of Science degree in Geology, with a minor in Environmental Science, in 1993 from Lafayette College.

AtPaul ~~March~~Serluco 31was appointed the Chief Financial Officer of Varca and Wildcat in connection with the Share Exchange. Prior to joining us, Mr. Serluco was the Chief Financial Officer of Renewable Energy Solutions from 2008 to 2011. In 2000, ~~there~~Mr. ~~were~~Serluco nofounded ~~outstanding~~Mediawise ~~stock~~Communications ~~options~~and orserved ~~warrants~~as its Vice President of Finance until 2008. Prior to Mediawise, he was a Business Director with the Boeing Company. Mr. Serluco received a Bachelor of Arts degree in Economics and Finance in 1980 from Temple University, and a Master of Arts degree in Economics from Temple University in 1981.

~~Page 24~~James Cerna was appointed a director of Varca in connection with the Share Exchange; and has served as a director of Wildcat since May 2010 and its Chief Financial Officer from May 2010 to September 2011. Mr. Cerna was appointed to his current position as a Director of Mesa Energy on December 2009. From 2006 to 2009, Mr. Cerna served as Chairman of the Board and CEO of Lucas Energy, Inc. (NYSE, Amex: LEI). From 2004 to 2006, Mr. Cerna was President of the privately held Lucas Energy Resources. From 2001 to 2004, Mr. Cerna was the Chief Oil and Gas Analyst and CFO of Petroleum Partners LLC. Mr. Cerna was the founder and CEO of NetCurrents, Inc., (NASDAQ: NTCS), an organization that focuses on Internet information monitoring and analysis. Prior to NetCurrents, he was the manager of the GT Global/AIM Funds performance analysis group in San Francisco.

Harold Libby was appointed a director of Varca ~~Ventures~~on March 15, ~~Inc~~2012. Since retiring to Sarasota Florida in 1997, Mr. Libby has become an active member in the Sarasota community serving on several local boards such as the Metropolitan Board of the YMCA, the Sarasota Ballet, the United Bank of Sarasota (now Synovus Bank) and the Aslo Theatre Board. Prior to his retirement, Mr. Libby was the owner and founder of H. L. Libby Corporation, a commercial shopping center developer based in Pennsylvania. Mr. Libby received both a Bachelor of Arts degree in Commerce and Accounting and a Juris Doctorate degree from The Ohio State University.

~~(An Exploration Stage Company)~~29

~~Notes~~Relationships toamong ~~the~~Directors ~~Financial~~and ~~Statements March~~Executive ~~31,~~Officers ~~2011 and 2010~~

~~5. INCOME~~There ~~TAXES~~are no family relationships between or among our directors and executive officers.

AsInvolvement of March 31, 2011, the Company had net operating loss carry forwards of approximately $24,886 that may be available to reduce future years’ taxable income through 2031. Future tax benefits which may arise as a result of these losses have not been recognized in ~~these~~Certain ~~financial~~Legal ~~statements, as their realization is determined not likely to occur and accordingly, the Company has recorded a valuation allowance for the deferred tax asset relating to these tax loss carry-forwards.~~ Proceedings

~~The~~To ~~components~~the best of our knowledge, during the ~~deferred~~past ~~tax~~ten ~~asset~~years, none of the ~~statutory~~following ~~tax~~occurred ~~rate~~with respect to a director or executive officer of the Company: (1) any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time; (2) any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses); (3) being subject to any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of any competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities; (4) being found by a court of competent jurisdiction (in a civil action), the ~~effective~~SEC ~~tax~~or ~~rate~~the Commodity Futures Trading Commission to have violated a Federal or State securities or commodities law, and the ~~elected~~judgment ~~amount~~has not been reversed, suspended or vacated; (5) being 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 any Federal or State securities or commodities law or regulation or any law or regulation respecting financial institutions or insurance companies or prohibiting mail or wire fraud or fraud in connection with any business entity; or (6) being subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization, any registered entity of the ~~valuation~~Commodity ~~allowance~~Exchange ~~are~~Act, ~~indicated~~or ~~below:~~any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

	For the Year Ended March 31, 2011	From January 19, 2010 (Inception) to March 31, 2010
Net operating loss	$ 17,639	$ 7.247
Statutory tax rate	34%	34%
Refundable federal income tax attributable to current operations	5,997	2,464
Change in valuation allowance	(5,997)	(2,464)
Net refundable amount	$ -	$ -

Code of Ethics

~~The~~We ~~cumulative~~have ~~tax~~adopted ~~effect~~a atwritten ~~the~~Code ~~expected~~of ~~rate~~Business ofConduct ~~34%~~and Ethics applicable to all employees, management, and directors. It is designed to deter wrongdoing and promote honest and ethical conduct, full, fair and accurate disclosure, compliance with laws, prompt internal reporting and accountability. We have posted our Code of ~~significant~~Business ~~items~~Conduct ~~comprising~~and ~~the~~Ethics ~~net~~on ~~deferred~~our ~~tax~~website ~~amount~~located ~~is:~~at www.varcaventures.com.

	March 31, 2011	March 31, 2010
Deferred tax asset attributed to:
Net operating loss	$ 8,461	$ 2,464
Less, valuation allowance	(8,461)	(2,464)
Net deferred tax assets	$ -	$ -

Audit Committee and Audit Committee Financial Expert

~~The~~Our ~~Company~~Board has ~~provided~~not aestablished ~~valuation~~any ~~allowance~~committees. With ~~against~~only ~~its~~four ~~deferred~~members, ~~tax~~the ~~assets~~entire ~~given~~Board functions as and performs the duties and responsibilities typically carried out separately by committees, including an audit committee. The Board has determined that itJames Cerna is inan ~~the~~“audit ~~exploration~~committee ~~stage~~financial expert” and ~~there~~is “independent” as defined under Rule 10A-3(b)(1) promulgated under the Exchange Act, but is ~~substantial~~not ~~uncertainty~~“independent” as defined under Nasdaq Listing Rule 5605(a)(2). Under Nasdaq Listing Rule 5605(a)(2)(A), a director is not considered to be independent if he or she also is, or at any time during the ~~Company’s~~past ~~ability~~three toyears ~~realize~~was, ~~future~~employed ~~tax~~by ~~benefits~~the ~~through~~company ~~utilization~~or ofany ~~operating~~subsidiary ~~loss~~as ~~carry~~an ~~forwards~~executive officer or otherwise. Mr. Cerna had been Wildcat’s chief financial officer until his resignation on September 22, 2011.

~~Page 25~~ITEM 11.

EXECUTIVE COMPENSATION

Summary Compensation Table

The following table sets forth certain information concerning the compensation for services rendered in all capacities to us for the fiscal years ended February 29, 2012 and February 28, 2011 by our chief executive officer (principal executive officer) and our most highly compensated executive officers other than the chief executive officer whose total annual compensation was at least $100,000, who are referred to in this section as the named executive officers.


Name and Principal Position	Fiscal Year	Salary ($)	Option Awards(1) ($)	Nonqualified deferred compensation earnings ($)	All other compensation ($)	Total ($)
Roger Tichenor,	2012	75,000	-	-	-
Chief Executive Officer (1)	2011	-	-	-	-	-

Nadeem Lila	2012	-	-	-	-	-
Chief Executive Officer (2)	2011	-	-	-	-	-

Mr. Tichenor was appointed our Chief Executive Officer on October 7, 2011, in connection with the closing of the Share Exchange. Salary accrues and is not payable until such time as we are in production and profitable based upon our most recent month end unaudited income statement. Amounts reported include compensation paid to Mr. Tichenor by Wildcat beginning May 1, 2011 up to February 29, 2012.

Mr. Lila resigned as our Chief Executive Officer, Chief Financial Officer and President on October 7, 2011, in connection with the closing of the Share Exchange. No compensation was ever awarded to, earned by or paid to Mr. Lila.

Employment Agreements

On May 1, 2011, Wildcat entered into an employment agreement with each of the following executive officers of the Company: (1) Roger Tichenor, as its Chief Executive Officer; (2) Randall Oser, as its President; and (3) James Cerna, as its Chief Financial Officer and Treasurer. Pursuant to the employment agreements, each executive officer is entitled to $7,500 per month in compensation, which accrued and is not payable until such time as the Company is in production and profitable based upon its most recent month end unaudited income statement. The May 1, 2011 employment agreements with Mr. Tichenor and Mr. Oser were terminated and replaced by the employment agreements we entered into with each person as of October 7, 2011. Mr. Cerna resigned as the Company’s Chief Financial Officer and Treasurer effective September 22, 2011. As of October 7, 2011, Mr. Tichenor, Mr. Oser and Mr. Cerna have each accrued compensation in the amount of $37,500, which is not payable until such time as Wildcat is in production and profitable based upon its most recent month end unaudited income statement.

We have entered into an employment agreement with each of the following executive officers: (1) Roger Tichenor, as our Chief Executive Officer; (2) Randall Oser, as our President; and (3) Paul Serluco, as our Chief Financial Officer and Treasurer.

Mr. Tichenor's and Mr. Oser's employment agreements are for a term commencing on October 7, 2011 and expiring on October 31, 2013, unless earlier terminated in accordance with its terms. Mr. Serluco's employment agreement is for a term commencing on October 7, 2011 and currently expiring on October 1, 2012 unless earlier terminated in accordance with its terms.

Under their employment agreements, Mr. Tichenor and Mr. Oser are entitled to annual salaries of $90,000, which accrue until such time as the Company is in production and profitable based on its most recent month end unaudited income statement. If the Company is not in production and profitable as described above on or before March 31, 2013, or the term of employment is terminated for any reason prior to the expiration date, the executive has the option by giving written notice to us to either: (a) take a promissory note from us in the principal amount of the accrued base salary as of the date we receive the notice, subject to applicable withholding and other taxes, with interest accruing on the outstanding principal amount of the note at the rate of 10% per annum; or (b) receive shares of our unregistered common stock equal to the accrued base salary as of the date we receive the notice, subject to applicable withholding and other taxes, divided by the closing sales price of our common stock on the date we receive the notice. Mr. Serluco is entitled to an annual salary of $60,000, in each case subject to review and potential increase by our Board annually.

Under the employment agreements, if the executive's employment is terminated by us without cause, or by the executive for good reason, the executive would be entitled to continue to receive his base salary and benefits through the date of termination specified in the termination notice, as well as a lump sum payment equal to three months of the executive's base salary for Mr. Serluco and three times the amount of any accrued base salary for Mr. Tichenor and Mr. Oser.

Outstanding Equity Awards at 2012 Fiscal Year-End

No individual grants of stock options or other equity incentive awards have been made to any executive officer prior to or on February 29, 2012.

Director Compensation

We do not currently have an established policy to provide compensation to members of our Board for their services in that capacity, although we may choose to adopt a policy in the future.

ITEM 12.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The following tables set forth information with respect to the beneficial ownership of our outstanding common stock as of May 25, 2012 by: (1) each director; (2) each named executive officer; (3) all of our director and executive officers as a group, and (4) each stockholder identified as beneficially owning greater than 5% of our outstanding shares of common stock. Beneficial ownership means sole or shared voting power or investment power with respect to a security. We have been informed that all shares shown are held of record with sole voting and investment power, except as otherwise indicated. To our knowledge, none of the shares reported below are pledged as security.

The percentage of outstanding common shares has been calculated based upon 70,198,447 shares of common stock outstanding on May 25, 2012. There are also 4,100,000 stock options outstanding as of May 25, 2012. There are no warrants and/or other convertible or exercisable securities outstanding as of May 25, 2012. Unless otherwise indicated, the address of each of the individuals and entity listed below is c/o Varca Ventures, Inc., 1630 Ringling Blvd, Sarasota, FL 34236.


Name of Beneficial Owner	Number of Shares Beneficially Owned	Percent of Class

Roger Tichenor (1)(2)	10,219,706	14.55
Randall Oser (1)	2,626,335	3.74
James Cerna (1)(3)	4,766,625	6.79
Harold Libby (1)	1,709,879	2.44
James Clements	12,330,740	17.57
Siesta Wildcat Mining, LLC (5)	7,288,234	10.38
On Purpose Wildcat Mining, LLC (5)	6,623,043	9.44

All directors and executive officers as a group (4 persons)	19,322,545	27.53

(1) These are the directors and officers of the Company.

(2) Includes 250,000 shares of common stock held by Mr. Tichenor and his wife as joint tenancy with right of survivorship, which Mr. Tichenor may be deemed to share voting and investment power with respect to these shares. Includes 5,260,599 shares of common stock held by RAT Investment Holdings, LP, of which Mr. Tichenor is the sole member and manager and has sole voting and investment power with respect to these shares. Includes 4,709,107 shares of common stock held by Phoenix Capital Opportunity Fund, LP, of which Mr. Tichenor is a managing director may be deemed to share voting and investment power with respect to these shares. Mr. Tichenor disclaims beneficial ownership of all shares held by Phoenix Capital Opportunity Fund, LP except to the extent of his pecuniary interest therein.

(3) Includes 3,298,815 shares of common stock held by The James J. Cerna Jr. Rev Trust U/A/D 2/12/2000, of which Mr. Cerna is the trustee and has sole voting and investment power with respect to these shares. Mr. Cerna disclaims beneficial ownership of all shares held by The James J. Cerna Jr. Rev Trust U/A/D 2/12/2000 except to the extent of his pecuniary interest therein.

(5) The address for both Siesta Wildcat Mining and On Purpose Wildcat Mining is 2445 Breakwater Circle, Sarasota, FL 34231.

ITEM 13.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

Transactions with Related Persons

No director, executive officer, stockholder holding at least 5% of shares of our common stock, or any family member thereof, had any material interest, direct or indirect, in any transaction, or proposed transaction during the last two fiscal years in which the amount involved in the transaction exceeded or exceeds the lesser of $120,000 or one percent of the average of our total assets at year-end for the last two completed fiscal years.

Director Independence

We are not a listed issuer and our securities are not listed on any national securities exchange or an inter-dealer quotation system which has requirements that a majority of the Board be independent. With only four members, the entire Board functions as and performs the duties and responsibilities typically carried out separately by committees. We evaluate independence pursuant to the standards for director independence adopted by Nasdaq. One member of the Board, Harold Libby, who was appointed to the Board on March 15, 2012, is considered independent under Nasdaq Rule 5605(a)(2) and Rule 5605(c)(2)(A), which applies to members of audit committees. Neither Roger Tichenor, Randall Oser nor James Cerna are considered independent under Nasdaq Rule 5605(a)(2) or Rule 5605(c)(2)(A). Additionally, James Clements, who served as a member of the Board during our last completed fiscal year until his resignation on March 15, 2012, was not considered independent under Nasdaq Rule 5605(a)(2) and Rule 5605(c)(2)(A).

ITEM 14.

PRINCIPAL ACCOUNTING FEES AND SERVICES

The aggregate fees billed for the most recently completed fiscal year ended February 29, 2012 and for fiscal year ended February 28, 2011 for professional services rendered by the principal accountant for the audit of our annual financial statements and review of the financial statements included in our quarterly reports on Form 10-Q and services that are normally provided by the principal accountant in connection with statutory and regulatory filings or engagements for these fiscal periods were as follows:


	2012	2011
Audit Fees	68,650	5,000
Audit-Related Fees	0	0
Tax Fees	5,000	0
All Other Fees	0	0
Total	73,650	5,000

Audit Fees: The aggregate fees billed by the principal accountant in each of the last two fiscal years are for professional services for the audit of our annual financial statements and the review of our Form 10-Q and other services that are normally provided by the principal accountant in connection with statutory and regulatory filings or engagements.

Audit-Related Fees: The aggregate fees billed in each of the last two fiscal years for assurance and related services by the principal accountant that are reasonably related to the performance of the audit or review for the audit or review of our annual financial statements and the review of financial statements and are not reported under the previous item, Audit Fees, was $0.

Tax Fees: The aggregate fees billed in each of the last two fiscal years for tax compliance, tax advice and tax planning by the principal accountant was $0.

All Other Fees: During the last two fiscal years there were no other fees charged by the principal accountants for products and services other than those disclosed above.

Audit Committee Pre-Approval Policies

The Board reviewed the audit and non-audit services rendered by the principal accountant during the last two fiscal years and concluded that such services were compatible with maintaining the auditors’ independence. All audit and non-audit services performed by our principal independent accountant are pre-approved by the Board to assure that such services do not impair the auditors’ independence from us.

PART IV

ITEM 15.

EXHIBITS, FINANCIAL STATEMENT SCHEDULES

The following documents are filed as part of this Annual Report:

(1)

Financial Statements

Consolidated Balance Sheets - February 29, 2012 and February 28, 2011.

Consolidated Statements of Operations - February 29, 2012 , February 28, 2011, and October 5, 2005 through February 29, 2012.

Consolidated Statements of Cash Flows - February 29, 2012 , February 28, 2011, and October 5, 2005 through February 29, 2012.

Consolidated Statements of Changes in Stockholders’ Equity (Deficit) - October 5, 2005 through February 29, 2012.

(2)

Financial Statement Schedules

All schedules are omitted because they are not applicable, or not required, or because the required information is included in the consolidated financial statements or notes thereto.

(3)

Exhibits


Exhibit		Description
2.1		Share Exchange Agreement, by and between Varca Ventures, Inc., Wildcat Mining Corporation and the sstockholders of Wildcat Mining Corporation, dated October 7, 2011 *

2.2		Plan of Share Exchange by and among Varca Ventures, Inc. and Wildcat Mining Corporation, dated October 7, 2011*

3.1		Articles of Incorporation **

3.2		Bylaws **

3.3		Articles of Exchange, filed with the Secretary of State of the State of Nevada on October 7, 2011*

10.1		Employment Agreement with Roger Tichenor, dated October 7, 2011*

10.2		Employment Agreement with Randall Oser, dated October 7, 2011*

10.3		Employment Agreement with Paul Serluco, dated October 7, 2011*

10.4		Consulting Services Agreement by and between Wildcat Mining Corporation, Greenberg Traurig, LLP and CLC Associated, Inc., dated April 14, 2011*

10.5		Consulting Services Agreement by and between Wildcat Mining Corporation, Greenberg Traurig, LLP and EnviroGroup Limited, dated August 2, 2011*

10.6		Consulting Services Agreement between Wildcat Mining Corporation and EIS Solutions, Inc., dated November 10, 2010*


10.7		Consulting Services Agreement by and between Wildcat Mining Corporation, Greenberg Traurig, LLP and Geosyntec Consultants, Inc., dated March 23, 2011*

10.8		Independent Contractor Services Agreement between Wildcat Mining Corporation and George Robinson, dated November 24, 2010*

10.9		Sale and Purchase Agreement between Wildcat Mining Corporation and James M. Clements dated, February 8, 2011*

10.10		Mining Deed granted by James M. Clements to Wildcat Mining Corporation, dated February 8, 2011 *

10.11		Recreation Easement granted by Wildcat Mining Corporation to Aaron & Sharon Taylor, dated February 21, 2011*

10.12		Perpetual Non-Participating Production Royalty Deed granted by Wildcat Mining Corporation to Aaron & Sharon Taylor, dated February 21, 2011*

10.13		Promissory Note assumed by Wildcat Mining Corporation and payable to Old Idaho Properties, LLC, dated November 27, 2006*

10.14		Deed of Trust assumed by Wildcat Mining Corporation for the benefit of Old Idaho Properties, LLC, dated November 27, 2006*

10.15		Modification of Promissory Note and Deed of Trust executed by Wildcat Mining Corporation and Old Idaho Properties, LLC, effective as of February 24, 2010*

10.16		Mining Lease between Wildcat Mining Corporation and Fairview Land Corp., dated June 1, 2006*

10.17		Amendment and Ratification of Mining Lease between Wildcat Mining Corporation and Fairview Land Corp., dated June 1, 2006*

10.18		Loan Agreement for Subordinated Secured Promissory Notes of Wildcat Mining Corporation, dated March 21, 2011*

10.19		First Amendment to Loan Agreement for Subordinated Secured Promissory Notes of Wildcat Mining Corporation, dated May 24, 2011*

10.20		Form of Subordinated Secured Promissory Note of Wildcat Mining Corporation*

10.21		Deed of Trust executed by Wildcat Mining Corporation for the benefit of the holders of Wildcat Mining Corporation's Subordinated Secured Promissory Notes, dated March 21, 2011*

10.22		Office Lease Agreement with JJR Ringling Enterprises, LLC, dated October 7, 2011*

10.23		Stockpile Royalty Agreement by and among Wildcat Mining Corporation and the investors party thereto, dated October 7, 2011*

10.24		Declaration of Trust for the benefit of Varca Ventures, Inc., dated February 10, 2010 (Incorporated herein by reference to Varca Ventures' Registration Statement on Form S-1 filed with the SEC on May 5, 2010)*

10.25		Settlement Agreement between Wildcat Mining Corporation R2 dated November 4, 2011***


10.26		Public Relations Agreement between Varca and American Business Writer dated November 8, 2011***

10.27		Loan Agreement by and between Varca Ventures, Inc., Wildcat Mining Corporation and Sarasota Varca Associates, LLC, dated January 28, 2012****

10.28		Subordinated Secured Promissory Note by and between Varca Ventures, Inc., Wildcat Mining Corporation and Sarasota Varca Associates, LLC, dated January 28, 2012****

10.29		Deed of Trust executed by Wildcat Mining Corporation for the benefit of Sarasota Varca Associates, LLC, dated January 28, 2012****

10.30		Perpetual Non-Participating Production Royalty Deed by and between Wildcat Mining Corporation and Sarasota Varca Associates, LLC, dated January 28, 2012****

10.31		2012 Incentive Compensation Plan

10.32		Corporate Awareness Agreement between Varca and New Zeal dated December 15, 2011

21.1		Subsidiaries*

31.1		Certification of Principal Executive Office pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2		Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1		Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350

32.2		Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350

101		The following financial information from this Annual Report for the fiscal year ended February 29, 2012, formatted in XBRL (Extensible Business Reporting Language) and furnished electronically herewith: (i) the Consolidated Statements of Earnings; (ii) the Consolidated Balance Sheets; (iii) the Consolidated Statements of Cash Flows; (iv) the Consolidated Statements of Comprehensive Income; and (v) the Notes to the Consolidated Financial Statements

_________________________

Incorporated herein by reference to Varca Ventures' Form 8-K filed with the SEC on November 2, 2011.

Incorporated herein by reference to Varca Ventures' Registration Statement on Form S-1 filed with the SEC on May 5, 2010.

***

Incorporated herein by reference to Varca Ventures’ Quarterly Report on Form 10-Q for the fiscal quarter ended November 30, 2011.

****

Incorporated herein by reference to Varca Ventures' Form 8-K filed with the SEC on February 2, 2012.

SIGNATURES

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

	VARCA VENTURES, INC.
	(Registrant)

Dated: May 29, 2012	By:	/s/ Roger Tichenor
		Roger Tichenor
		Chief Executive Officer



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


Dated: May 29, 2012		/s/ Randy Oser
		Randy Oser
		Director


Dated: May 29, 2012		/s/ Jim Cerna
		Jim Cerna
		Director


Dated: May 29, 2012		/s/ Harold Libby
		Harold Libby
		Director

Dated: May 29, 2012		/s/ Roger Tichenor
		Roger Tichenor
		Chief Executive Officer and Director
		(Principal Executive Officer)

Dated: May 29, 2012		/s/ Paul Serluco
		Paul Serluco
		Chief Financial Officer
		(Principal Financial and Accounting Officer)

Supplemental Information to be Furnished With Reports Filed Pursuant to Section 15(d) of the Act

by Registrants Which Have Not Registered Securities Pursuant to Section 12 of the Act

The registrant has not furnished to its security holders an annual report covering its fiscal year ended February 29, 2012 or any proxy material with respect to any annual or other meeting of security holders. If such material is furnished to its security holders subsequent to the filing of this annual report on this Form 10-K, registrant will furnish copies of such material to the SEC at the same time it is sent to its security holders.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders

Varca Ventures, Inc.

(An Exploration Stage Company)
Sarasota, Florida

We have audited the accompanying consolidated balance sheets of Varca Ventures, Inc. and Subsidiary as of February 29, 2012 and February 28, 2011, and the related consolidated statements of operations, changes in stockholders’ equity (deficit), and cash flows for each of the years then ended and for the period from inception (October 5, 2005) to February 29, 2012. Varca Ventures, Inc.’s management is responsible for these consolidated financial statements. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the 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 audits 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 also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, 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.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of Varca Ventures, Inc. as of February 29, 2012 and February 28, 2011, and the consolidated results of their operations and their cash flows for each of the years then ended and for the period from inception (October 5, 2005) to February 29, 2012 in conformity with accounting principles generally accepted in the United States of America.

The accompanying consolidated financial statements have been prepared assuming that Varca Ventures, Inc. will continue as a going concern. As discussed in Note 3 to the consolidated financial statements, Varca Ventures, Inc. has suffered recurring losses from operations and has a net capital deficiency that raise substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 3. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ GBH CPAs, PC

GBH CPAs,PC
www.gbhcpas.com
Houston, Texas
May 29, 2012

Varca Ventures, Inc. and Subsidiary

(An Exploration Stage Company)

Consolidated Balance Sheets


		February 29,		February 28,
		2012		2011
ASSETS
Current assets:
Cash and cash equivalents		$	331,131	$	5,037
Prepaid expenses			1,667		-
	Total current assets		332,798		5,037
Mining properties and rights			791,190		776,954
Property and equipment, net of accumulated depreciation			45,372		61,923
Deposit for reclamation bonds			204,562		204,562
Total assets		$	1,373,922	$	1,048,476

LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities:
Accounts payable		$	596,827	$	718,981
Accounts payable, related party			187,500		-
Accrued liabilities			24,148		78,065
Accrued interest, related parties			-		50,803
Advance royalties payable			13,340		7,392
Notes payable, short-term			-		10,000
	Total current liabilities		821,815		865,241
Long-term liabilities:
Convertible notes payable			-		210,000
Convertible notes payable, related party			-		546,690
Notes payable, long-term			425,000		425,000
Notes payable, related party			400,000		-
Asset retirement obligations			204,562		204,562
Total long-term liabilities			1,029,562		1,386,252
Total liabilities			1,851,377		2,251,493

Commitments and contingencies			-		-

Redeemable convertible preferred stock; 700,000 Series A shares
designated, stated and liquidation value of $2.00 per share, 0 and
and 80,000 shares issued and outstanding, respectively			-		80,000

Stockholders’ deficit:
Preferred stock, $0.0001 par value; 25,000,000 shares authorized, no shares issued and outstanding			-		-

Common stock, $0.0001 par value; 100,000,000 shares authorized,
70,198,447 and 33,459,715 shares issued and outstanding			7,020		3,346
Additional paid-in capital			5,635,109		2,429,012
Deficit accumulated during the exploration stage			(6,119,584)		(3,715,375)
Total stockholders’ deficit			(477,455)		(1,283,017)

Total liabilities and stockholders’ deficit		$	1,373,922	$	1,048,476

The accompanying notes are an integral part of these consolidated financial statements.

Varca Ventures, Inc. & Subsidiary

(An Exploration Stage Company)

Consolidated Statements of Operations


					For the
					Period from
					October 5, 2005
	For the Years Ended				(Inception) to
	February 29,		February 28,		February 29,
	2012		2011		2012

Revenues	$	-	$	-	$	-
Operating Expenses:
Exploration and development expenses		504,107		731,104		2,273,616
Depreciation		16,551		12,311		109,687
Impairment of property and equipment		-		-		25,129
General and administrative		1,760,724		619,671		3,481,803
Total operating expenses		2,281,382		1,363,086		5,890,235

Operating loss		(2,281,382)		(1,363,086)		(5,890,235)

Other Income (Expenses)
Interest income		2,626		1,760		5,726
Interest expense		(125,453)		(102,114)		(235,077)
Total other income (expense)		(122,827)		(100,354)		(229,351)

Net loss	$	(2,404,209)	$	(1,463,440)	$	(6,119,584)

Net loss per common share - basic and diluted	$	(0.05)	$	(0.08)

Weighted average number of common shares outstanding - basic and diluted		49,759,107		18,093,840

The accompanying notes are an integral part of these consolidated financial statements.

Varca Ventures, Inc. and Subsidiary

(An Exploration Stage Company)

Consolidated Statements of Cash Flows


	For the Twelve Months Ended				October 5, 2005
	February 29, 2012		February 28, 2011		(Inception) through February 29, 2012
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(2,404,209)	$	(1,463,440)	$	(6,119,584)
Adjustments to reconcile net loss to net cash
provided by (used in) operating activities:
Depreciation		16,551		12,311		109,687
Impairment of property and equipment		-		-		25,129
Stock-based compensation		879,000		32,145		911,145
Stock issued for interest expense - related parties		45,070		-		45,070
Stock issued for interest expense		30,158		-		30,158
Changes in operating assets and liabilities:
Prepaid expense		333		-		333
Accounts payable and accrued liabilities		27,272		598,817		867,904
Accounts payable - related party		187,500		-		187,500
Net cash used in operating activities		(1,218,325)		(820,167)		(3,942,658)

CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of property, plant and equipment		-		(1,354)		(158,188)
Deposits paid for reclamation bonds		-		(110,120)		(142,869)
Purchase of mining rights and property		(8,288)		(15,000)		(23,288)
Cash acquired from reverse merger		207		-		207
Net cash used in investing activities		(8,081)		(126,474)		(324,138)

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from notes payable		160,000		-		160,000
Payments on notes payable		(170,000)		(12,000)		(182,000)
Proceeds from notes payable - related party		400,000		-		400,000
Proceeds from convertible notes payable		300,000		185,000		485,000
Proceeds from convertible notes payable - related party		92,500		665,000		857,500
Contributed capital		-		112,507		1,806,427
Proceeds from issuance of common stock		770,000		-		1,071,000
Net cash provided by financing activities		1,552,500		950,507		4,597,927

Net increase in cash		326,094		3,866		331,131
Cash at beginning of period		5,037		1,171		-
Cash at end of period	$	331,131	$	5,037	$	331,131

The accompanying notes are an integral part of these consolidated financial statements.

Varca Ventures, Inc. and Subsidiary

(An Exploration Stage Company)

Consolidated Statements of Cash Flows


	For the Twelve Months Ended				October 5, 2005
	February 29, 2012		February 28, 2011		(Inception) through February 29, 2012
SUPPLEMENTAL DISCLOSURES OF CASH FLOW
INFORMATION
Cash paid during the period for:
Interest	$	47,247	$	-	$	92,855
Income taxes	$	-	$	-	$	-
Non-cash investing and financing activities:
Notes assumed for mining properties and rights	$	-	$	450,000	$	450,000
Accounts payable assumed for mining properties and rights	$	-	$	20,000	$	20,000
Note assumed for property and equipment	$	-	$	22,000	$	22,000
Accrued liabilities converted into common stock	$	190,000	$	-	$	190,000
Accrued interest converted into common stock	$	142,222	$	6,690	$	142,222
Notes payable converted into common stock	$	1,149,190	$	231,093	$	1,380,283
Issuance of redeemable preferred stock for mining rights	$	-	$	80,000	$	80,000
Conversion of preferred stock to common stock	$	80,000	$	-	$	80,000
Accrued but unpaid mining properties and rights	$	4,390	$	5,338	$	13,340
Increase in mining properties and rights and asset retirement
obligations	$	-	$	110,120	$	204,562
Contributed capital for reclamation bonds	$	-	$	-	$	61,693
Prepaid assets acquired and accrued liabilities assumed in
reverse merger transaction	$	848	$	-	$	848

The accompanying notes are an integral part of these consolidated financial statements.

Varca Ventures, Inc. and Subsidiary

(An Exploration Stage Company)

Consolidated Statements of Changes in Stockholders' Equity (Deficit)

For the Period from October 5, 2005 (Inception) to February 29, 2012



						Deficit
				Additional		Accumulated during		Total
	Common	Stock		Paid-In		the Exploration		Stockholders'
	Shares	Amount		Capital		Stage		Equity (Deficit)

Inception (October 5, 2005)	7,500,000	$	750	$	250	$	-	$	1,000
Contributed capital	-		-		38,973		-		38,973
Net loss	-		-		-		(144,258)		(144,258)
Balance - February 28, 2006	7,500,000		750		39,223		(144,258)		(104,285)
Proceeds from the sale of common stock	7,950,000		795		299,205		-		300,000
Contributed capital	-		-		354,765		-		354,765
Net loss	-		-		-		(808,669)		(808,669)
Balance - February 28, 2007	15,450,000		1,545		693,193		(952,927)		(258,189)
Contributed capital	-		-		491,594		-		491,594
Net loss	-		-		-		(163,424)		(163,424)
Balance - February 29, 2008	15,450,000		1,545		1,184,787		(1,116,351)		69,981
Contributed capital	-		-		125,839		-		125,839
Net loss	-		-		-		(166,434)		(166,434)
Balance - February 28, 2009	15,450,000		1,545		1,310,626		(1,282,785)		29,386
Contributed capital	-		-		744,442		-		744,442
Net loss	-		-		-		(969,150)		(969,150)
Balance - February 28, 2010	15,450,000		1,545		2,055,068		(2,251,935)		(195,322)
Stock-based compensation	2,200,000		220		31,925		-		32,145
Notes payable converted into common stock	15,809,715		1,581		229,512		-		231,093
Contributed capital	-		-		112,507		-		112,507
Net loss	-		-		-		(1,463,440)		(1,463,440)
Balance - February 28, 2011	33,459,715		3,346		2,429,012		(3,715,375)		(1,283,017)
Proceeds from the issuance of common stock	3,500,002		350		769,650		-		770,000
Conversion of notes payable and accrued interest	24,827,777		2,483		1,288,929		-		1,291,412
Conversion of redeemable preferred shares	1,427,620		143		79,857		-		80,000
Reverse merger	13,600,000		1,360		(2,001)		-		(641)
Cancellation of common stock	(8,000,000)		(800)		800		-		-
Stock issued to settle accrued liabilities	633,333		63		189,937		-		190,000
Stock-based compensation	750,000		75		878,925		-		879,000
Net loss	-		-		-		(2,404,209)		(2,404,209)
Balance - February 29, 2012	70,198,447	$	7,020	$	5,635,109	$	(6,119,584)	$	(477,455)

The accompanying notes are an integral part of these consolidated financial statements.

Varca Ventures, Inc. and Subsidiary

(An Exploration Stage Company)

Notes to Financial Statements

NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS

Varca Ventures, Inc. (“Varca”) was incorporated in the State of Nevada on January 19, 2010, and is an exploration stage mining company engaged in the acquisition and exploration of mineral properties. Wildcat Mining Corporation ("Wildcat") was incorporated in the State of Nevada on October 5, 2005 as a mining company engaged in the acquisition and exploration of mineral properties. Wildcat currently owns and leases several patented lode mining claims located in La Plata County, Colorado, which are known as the Idaho Property and the Mayday Property. The Company (defined as Varca and its wholly owned subsidiary Wildcat) has not generated any revenues to date and has focused its efforts on obtaining capital and regulatory permits necessary to begin mining operation.

On October 7, 2011, Varca completed a share exchange transaction (the "Share Exchange") with Wildcat pursuant to a Share Exchange Agreement dated October 7, 2011, by and among Varca, Wildcat and the stockholders of Wildcat (the "Share Exchange Agreement").

Under the terms of the Share Exchange Agreement, Varca acquired all of the issued and outstanding stock of Wildcat in exchange for 63,215,114 shares of common stock of Varca, and Wildcat became a wholly-owned subsidiary of Varca (the “Reverse Merger”). At the closing of the Share Exchange, each issued and outstanding share of common stock of Wildcat was converted into and exchanged for the right to receive one share of common stock of Varca, par value $0.0001 per share. There were no shares of preferred stock or stock options issued and outstanding by Wildcat as of the closing of the Share Exchange. Immediately prior to the Share Exchange, Varca had 13,600,000 shares of common stock issued and outstanding.

Simultaneously with the closing of the Share Exchange, Varca's sole officer and director surrendered 8,000,000 shares of Varca's common stock to Varca for cancellation. After giving effect to the Share Exchange, there were 68,815,114 issued and outstanding shares of Varca's common stock, of which the former stockholders of Wildcat owned approximately 92%. Each holder of a share of common stock of Varca is entitled to one vote per share.

As discussed above, in connection with the Reverse Merger, the former holders of Wildcat became the majority shareholders of Varca. The Reverse Merger was accounted for as a “Reverse Acquisition” in which Wildcat is deemed to be the accounting acquirer (“Acquirer”) and Varca is deemed to be the accounting acquiree (“Acquiree”). Consequently, the assets and liabilities and the historical operations reflected in the accompanying consolidated financial statements prior to the Reverse Merger are those of Wildcat and are recorded at the historical cost basis of Wildcat. The consolidated financial statements after completion of the Reverse Merger include the assets and liabilities of Wildcat and the Acquiree and the historical operations of Wildcat and the Acquiree and its subsidiary from the closing date of the Reverse Merger.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The financial statements and accompanying notes are prepared in accordance with accounting principles generally accepted in the United States of America. All significant inter-company balances and transactions have been eliminated in consolidation.

Use of Estimates

Management uses estimates and assumptions in preparing these financial statements in accordance with generally accepted accounting principles. Those estimates and assumptions affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities and the reported revenues and expenses. Estimates that are significant to the financial statements include those with respect to the value of stock-based compensation, amounts of obligations for future asset retirement obligations and management’s assessment of any impairment associated with long-lived assets. Actual results could differ from these estimates.

Cash and Cash Equivalents

The Company considers all highly liquid short-term investments purchased with an original maturity of three months or less to be cash equivalents. These investments are carried at cost, which approximates fair value. The Company maintains its cash in institutions insured by the Federal Deposit Insurance Corporation (“FDIC”).

Mineral Properties, Exploration and Development Costs

All exploration expenditures are expensed as incurred. Costs of acquisition of mineral rights and claims are capitalized upon acquisition. Mine development costs incurred to develop new ore deposits, to expand the capacity of mines, or to develop mine areas substantially in advance of current production are also capitalized once proven and probable reserves exist and the property is determined to be a commercially mineable property. The Company is in the process of obtaining and securing required regulatory permits, the cost of which is expensed as incurred. To determine if capitalized costs are in excess of their recoverable amount, periodic evaluation of the carrying value of capitalized costs are based upon expected future cash flows and/or estimated salvage value in accordance with ASC 360-10-35-15, Impairment or Disposal of Long-Lived Assets. As of February 29, 2012 and February 28, 2011, the Company had recorded no impairment charges related to its mining properties and rights.

Property and Equipment

Property and equipment are carried at cost, with depreciation provided on a straight-line basis over their estimated useful lives of 5 years. Expenditures for maintenance and repairs are charged to expense as incurred. Additions, major renewals and replacements that increase the property’s useful life are capitalized. Property sold or retired, together with the related accumulated depreciation is removed from the appropriate accounts and the resulting gain or loss is included in net income (loss).

Deposit for Reclamation Bonds

The Company’s mining exploration and operations are subject to reclamation and remediation requirements. Minimum standards have been established by various governmental agencies. The Company is required to post bonds with the State of Colorado in an amount determined by the Division of Reclamation, Mining and Safety for reclamation of the Company’s mineral properties located within the state. The liability for reclamation is classified as noncurrent based on the expected timing of expenditures and the bonds are backed by restricted cash deposits.

Asset Retirement Obligation

The Company records asset retirement obligations in accordance with ASC 410-20, Asset Retirement Obligations, which addresses financial accounting and reporting for obligations associated with the retirement of tangible long-lived assets and the associated retirement costs. The standard applies to legal obligations associated with the retirement of long-lived assets that result from the acquisition, construction, development and normal use of the asset. ASC 410-20 requires that the fair value of a liability for an asset retirement obligation be recognized in the period in which it is incurred if a reasonable estimate of fair value can be made. The fair value of the liability is added to the carrying amount of the associated asset and this additional carrying amount is depreciated over the life of the asset. The liability is typically accreted to fair value at the end of each period through charges to operating expenses; however, in instances where a reclamation bond has been posted there is no accretion of the related liability.

Income Taxes

The Company is a taxable entity and recognizes deferred tax assets and liabilities for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted tax rates expected to be in effect when the temporary differences reverse. The effect on the deferred tax assets and liabilities of a change in tax rates is recognized in income in the year that includes the enactment date of the rate change. A valuation allowance is used to reduce deferred tax assets to the amount that is more likely than not to be realized. Interest and penalties associated with income taxes are included in selling, general and administrative expense.

With respect to any uncertain tax positions, ASC 740 states that a tax benefit from an uncertain position may be recognized if it is "more likely than not" that the position is sustainable, based upon its technical merits. The tax benefit of a qualifying position is the largest amount of tax benefit that is greater than 50 percent likely of being realized upon ultimate settlement with a taxing authority having full knowledge of all relevant information. As of February 29, 2012, the Company had not recorded any tax benefits from uncertain tax positions.

Concentration of Credit Risk

The Company maintains its cash balances in two financial institutions. Beginning December 31, 2010, all noninterest-bearing transaction accounts are now fully insured, regardless of the balance, by the FDIC. At February 29, 2012, the Company had a cash balance of $331,131, respectively, of which all was insured.

Earnings Per Share Information

Basic earnings per share (“EPS”) is computed by dividing net income available to common stockholders by the weighted average number of common shares outstanding during the period, excluding the effects of any potentially dilutive securities. Diluted EPS includes the potential dilutive effect of common stock equivalents and other instruments convertible into shares of the Company’s common stock outstanding during the period using the treasury stock method for any stock options or warrants, and the ‘if converted’ method for any convertible debt or convertible preferred stock. In periods when losses are reported, which is the case for all periods presented in these financial statements, the weighted-average number of common shares outstanding excludes common stock equivalents because their inclusion would be anti-dilutive. As of February 29, 2012 and February 28, 2011, there were no potentially issuable shares.

Fair Value of Financial Instruments

The Company's financial instruments consist primarily of cash, accounts payables and notes payable. The Company believes the carrying value of cash and accounts payable approximates fair value given their short-term nature. The Company believes the carrying value of its notes payable approximates fair value due to their secured nature and the relatively short-term to maturity.

Subsequent Events

The Company evaluated subsequent events through the date when financial statements are available to be issued for disclosure consideration.

New Accounting Pronouncements

The Company does not expect adoption of any recently issued accounting pronouncements to have a material effect on the Company’s financial statements.

NOTE 3 - GOING CONCERN

In the course of the Company’s permitting approval and mining activities, the Company has sustained losses and expects such losses to continue unless and until the Company can achieve net operating revenues. Future issuances of the Company’s equity or debt securities will be required in order for the Company to continue to finance its operations and continue as a going concern. The Company currently has no revenue from operations and has incurred cumulative net losses of $6,119,584 since its inception.

The Company expects to finance its operations primarily through its existing cash and future financings. However, there exists substantial doubt about the Company’s ability to continue as a going concern because it will be required to obtain additional capital in the future to continue its operations and there is no assurance that the Company will be able to obtain such capital, through equity or debt financings, or any combination thereof, whether on satisfactory terms or at all. Additionally, no assurance can be given that any such financing, if obtained, will be adequate to meet the Company’s ultimate capital needs and to support its growth. If adequate capital cannot be obtained on a timely basis and on satisfactory terms, the Company’s operations would be materially negatively impacted. The Company’s ability to complete additional offerings is dependent on the state of the debt and equity markets at the time of any proposed offering and such market’s reception of the Company and the offering terms. In addition, the Company’s ability to complete an offering may be dependent on the status of the Company’s business and permitting activities, which cannot be predicted.

The uncertainty about the Company’s ability to successfully resolve these factors raises substantial doubt about the Company's ability to continue as a going concern. The financial statements have been prepared in accordance with generally accepted accounting principles applicable to a going concern, which implies the Company will continue to meet its obligations and continue its operations for the next twelve months. Realization values may be substantially different from carrying values as shown and the Company’s financial statements do not include any adjustments relating to the recoverability or classification of recorded asset amounts or the amount and classification of liabilities that might be necessary if the Company is unable to continue as a going concern.

NOTE 4 - INVESTMENT IN MINING PROPERTIES AND RIGHTS

On February 8, 2011, James M. Clements, a former director and chairman of the board of directors of the Company, conveyed his rights to all mining claims and property interests in the California Mining District of La Plata County, Colorado (such property commonly known as the “Idaho Property”) for 40,000 shares of the Company’s Series A Preferred Stock valued at its stated value, or $80,000, and the Company’s assumption of an underlying note payable in the amount of $425,000 to an unrelated party. In addition, the Company agreed to pay the note holder $20,000 loan modification fees and interest totaling $8,286 before March 21, 2011 and issued a $25,000 secured convertible note which is convertible into 12,500 shares of owner’s Series A preferred stock. The Company capitalized a total of $550,000 related to the acquisition of the rights associated with the Idaho Property.

On June 1, 2006, the Company entered into a ten-year mining lease for patented mining claims and improvements for property interests in the Sneffels Mining District, Ouray County, Colorado (such property commonly known as the “Mayday Mine”). The mining lease will be extended beyond ten years, for an indefinite period, as long as there is continuous mining, production and/or development on the site, with no lapse in activity for more than 365 consecutive days. The lease agreement states that no work is required at the site during the first five years, and then a minimum amount must be spent for exploration, development, mining or related operations to benefit the mining properties. Those amounts are $15,000 during the sixth year, $20,000 during the seventh year and $30,000 for each year thereafter.

The Mayday lease also accrues royalty payments in advance of production based on a formula which is adjusted by the United States Department of Labor Consumer Price Index for All Urban Consumers. (“CPI-U”), with the base month of June, 2006. The accrued royalty is $13,340 and $7,392 as of February 29, 2012 and February 28, 2011, respectively.

The Company also has staked a mining claim on certain property covering 357 hectares (882.6 acres) located in the Similkameen Mining Division of British Columbia, Canada. This property consists of one claim held by Iqbal Boga, as trustee, under a Declaration of Trust dated February 2, 2010 in favor of Varca and is located about 140 km east of Vancouver and 23 km east-northeast of Hope, south central British Columbia. Varca paid $300 to acquire the Varca Claim. When the Share Exchange occurred the Canadian Claim reverted back to Mr. Nadeem Lila, Varca's sole officer and director prior to the Share Exchange.

The Company is presently in the exploration stage at the Idaho Property, Mayday Mine, and Varca Property, and has not yet generated revenue from mining operations.

NOTE 5 - PROPERTY AND EQUIPMENT

The following is a summary of property and equipment:


	Estimated
	Useful Live	February 29, 2012		February 28, 2011
Machinery and equipment	5	$	156,044	$	156,044
Computer equipment	3		1,354		1,354
Vehicles	5		8,000		8,000
Furniture	5		14,790		14,790
			180,188		180,188
Less: accumulated depreciation and impairment			(134,816)		(118,265)
		$	45,372	$	61,923

Depreciation expense totaled $16,551 and $12,311 for the years ended February 29, 2012 and February 28, 2011, respectively.

NOTE 6 - DEBT

Related Party Convertible Notes Payable

In November 2009, the Company issued a $100,000 secured convertible promissory note (the “November 2009 Note”) to an affiliate of an officer and director of the Company. On May 7, 2010, the holder of the November 2009 Note loaned an additional $100,000 to the Company. These notes were convertible into common shares at $0.075 per share. On May 21, 2010, this loan and the November 2009 Note, together with accrued interest of $6,690, were consolidated into a new note with a principal balance of $206,690 (the “May 2010 Note”). The May 2010 Note was amended on February 14, 2011 to modify the conversion feature from being convertible into common stock at $0.075 per share to being convertible into Series A preferred stock at $0.50 per share. On October 5, 2011, the May 2010 Note, as amended, together with accrued interest of $34,724, was converted into 120,504 shares of Series A preferred stock and immediately following that conversion, the preferred shares were converted into 4,300,809 shares of common stock.

Also during the year ended February 28, 2011, the Company issued a series of secured convertible notes, as amended, totaling $340,000 to certain officers, directors and affiliates of the Company (the “2011 Notes”). The 2011 Notes, as amended, were convertible into Series A preferred stock at $0.50 per share. On October 5, 2011, the 2011 Notes, together with accrued interest of $56,170, were converted into 197,091 shares of Series A preferred stock and immediately following that conversion, the preferred shares were converted into 7,034,257 shares of common stock.

In March 2011, the Company issued a series of convertible promissory notes totaling $32,500 to certain officers and directors of the Company. These notes were payable on demand and accrued interest at 12% per annum. These notes were convertible into a total of 6.83% of total common shares outstanding on the date of conversion. These notes were convertible at any time after two weeks from the date of the note into common shares. The notes, together with accrued interest of $1,839 were converted into 2,452,827 shares of common stock in March 2011.

In May 2011, the Company issued a convertible promissory note totaling $60,000 to a director of the Company. The payment of principal and interest is personally guaranteed by James M. Clements, a director and shareholder in the Company, who has also pledged all of his shareholdings in the Company as security under the note agreement. On October 5, 2011 the note, together with accrued interest of $3,140, was converted into 31,559 shares of Series A preferred stock and immediately following that conversion, the preferred shares were converted into 1,126,335 shares of common stock.

Third Party Convertible Notes Payable

In June 2010, the Company issued a total of $185,000 of secured convertible promissory notes (the “June Notes”) to six investors. The June Notes were secured by all of the Company’s assets and accrued interest at 12% per annum. The payment of principal and interest was personally guaranteed by Mr. Clements, who also pledged all of his shareholdings in the Company as security under the June Note agreements. Principal and interest was originally due on May 21, 2011. On October 5, 2011, the June Notes, together with accrued interest of $30,172, were converted into 107,185 shares of Series A preferred stock and immediately following that conversion, the preferred shares were converted into 3,825,457 shares of common stock.

In February 2011, the Company issued a $25,000 secured convertible promissory note to an investor. The note was secured by all of the Company’s assets and accrued interest at 12% per annum. The payment of principal and interest was personally guaranteed by Mr. Clements who also pledged all of his shareholdings in the Company as security under the note agreement. Principal and interest was originally due on May 31, 2012. On October 5, 2011, the note, together with accrued interest of $1,875, were converted into 13,429 shares of Series A preferred stock and immediately following that conversion, the preferred shares were converted into 479,278 shares of common stock.

In May 2011, the Company issued a total of $300,000 of secured convertible promissory notes to three investors under the terms of its private debt offering memorandum dated February 11, 2011. The debt bears interest at 12% per annum, is convertible into Series A Preferred Stock and matures on May 31, 2012. On October 5, 2011, the Notes, together with accrued interest of $14,300, were converted into 157,152 shares of Series A preferred stock and immediately following that conversion, the preferred shares were converted into 5,608,813 shares of common stock.

Third Party Notes Payable, Long-Term

During the fiscal year ended February 28, 2011, the Company assumed a $425,000 promissory note of a director and officer in connection with the assignment by that director and officer of certain mineral rights and claims to the Company. The mineral rights and claims secure the promissory note. Upon assumption by the Company, the terms of the promissory note were modified to provide for a 7.6% annual interest rate, monthly interest payments of $2,763 beginning April 2011 and the payment of principal, together with any accrued and unpaid interest, in full on the maturity date of February 22, 2014. The modified terms also required the Company to make an initial payment to the lender of $8,286 in March 2011. The Company paid the lender a total of $20,000 as consideration for the modification to the promissory note, which was capitalized as mining properties.

During the period from March through May 2011, the Company issued a series of five subordinated promissory notes totaling $160,000 to three individuals. The debt accrued interest at 12% per annum and was due and payable on November 30, 2011. The loans were secured by a deed of trust on the Idaho Property and were second to that deed of trust dated November 29, 2006 in favor of the Old Idaho Mining Company. The loans plus accrued interest of $12,520 were paid on November 30, 2011.

Related Party Notes Payable

In January 2012, the Company entered into a loan agreement with Sarasota Varca Associates, LLC, a company managed by one of the Company’s directors, and issued a subordinated note totaling $400,000. The note accrues interest at the rate of 12% per annum and is due on July 31, 2013. The Company also granted Sarasota a production royalty for 1% of the net proceeds received from a purchaser, smelter or other processing facility. The Company has the option to repay the entire principal amount of the note and all accrued and unpaid interest at any time prior to the maturity date upon payment of a penalty of 5% of the principal amount of the loan. The note, and any additional notes up to the aggregate principal amount of the loan, is secured by a deed of trust dated January 28, 2012. The deed of trust creates a subordinated security interest in certain lode mining claims constituting substantially all of the properties owned by the Company. The deed of trust also secures senior indebtedness having an outstanding principal balance of $425,000, payable in full as a balloon payment in February 2014.

At the note holder’s option, on or before the last trading day of any month, the note holder may elect on a monthly basis to receive interest payments in common stock in lieu of cash, The number of shares issued will be equal to the average of the closing price of the Company’s common stock for the ten trading days ending 5 trading days after the note holder’s election. In the event the note holder does not elect to receive common stock in lieu of cash for the interest payment by the last trading day of each month, then five days after the election period, the Company will pay interest due on the note in cash and the note holder will no longer have the option to receive cash in lieu of common stock.

Third Party Notes Payable, Short-Term

During the year ended February 29, 2012, the Company repaid a promissory note in the amount of $10,000 due July 29, 2011.

Scheduled maturities for all promissory notes are:


Period	Amount
Fiscal Year 2014	$	825,000
Total	$	825,000

NOTE 7 - COMMITMENTS AND CONTINGENCIES

The Company entered into a six-month office lease with base rent of $1,000 per month, commencing October 7, 2011. On April 1, 2012, the Company renewed the lease agreement to continue the office lease on a month to month basis. The Company has no other leases other than those described in Note 4.

Effective October 7, 2011, the Company entered into employment agreements with three officers wherein two officers accrue a base salary of $7,500 per month to be paid only when the Company is in production and is profitable. One officer is to be paid $5,000 in cash each month. As of February 29, 2012 and February 28, 2011, the Company has payable to its officers of $187,500 and $0, respectively.

On November 4, 2011, Wildcat and R2, a Colorado engineering services firm entered into an agreement to settle an outstanding payable of $320,000 to R2 for past services. The agreement calls for an initial payment of $25,000 upon signing, which was paid on November 4, 2011, an additional payment of $15,000 if additional capital is raised in excess of $500,000; $10,000 per month for nine months (once the Company yields 75 ounces of minerals per month), and if the $15,000 additional payment conditional upon raising capital has not been paid, this amount will be due in two additional installments. In addition, 633,333 shares of restricted common stock, valued at $190,000, are issued for partial settlement. The total settlement amount, if all contingencies occur, including payments of cash and stock is $320,000.

From time to time, the Company may become involved in lawsuits and legal proceedings that arise in the ordinary course of business. The Company is currently not aware of any such legal proceedings or claims that could have, individually or in the aggregate, a material adverse effect on its business, financial condition, operating results, or cash flows.

NOTE 8 - TAXES

Reconciliation between actual tax expense (benefit) and income taxes computed by applying the U.S. federal income tax rate and state income tax rate to income from continuing operations before income taxes is as follows:


	February 29, 2012		February 28, 2011
Computed at U.S. and state statutory rates (34%)	$	(817,431)	$	(497,570)
Permanent differences (non-deductible)		65		591
Changes in valuation allowance		817,366		496,979
Total	$	-	$	-

Tax effects of temporary differences that give rise to significant portions of the deferred tax assets and deferred liabilities are presented below:


Deferred tax assets:
Net operating loss carry forwards	$	1,665,230	$	1,145,058
Interest		19,345		19,345
Depreciation		3,460		5,126
Consulting		409,156		95,929
Total Deferred Tax Assets		2,097,191		1,262,458

Less valuation allowance		(2,097,191)		(1,262,458)
Total	$	-	$	-

At February 29, 2012, the Company had estimated net operating loss carry forwards for federal and state income tax purposes of approximately $4,897,735 which will begin to expire, if unused, beginning in 2027. The valuation allowance increased $834,733 for the year ended February 29, 2012.

The above estimates are based upon management’s decisions concerning certain elections which could change the relationship between net income and taxable income. Management decisions are made annually and could cause the estimates to vary significantly.

NOTE 9 - EQUITY

On October 6, 2011, the Company’s Board of Directors approved a 1 for 2 reverse stock split (the “Reverse Split”) of the Company’s common and preferred stock. All share and per share information has been retroactively adjusted to reflect the Reverse Split.

On October 7, 2011, Varca completed the Share Exchange with Wildcat pursuant to a Share Exchange Agreement, dated as of October 7, 2011. Under the terms of the Share Exchange Agreement, Varca acquired all of the issued and outstanding stock of Wildcat in exchange for 63,215,114 shares of common stock of Varca, and Wildcat became a wholly-owned subsidiary of Varca. At the closing of the Share Exchange, each issued and outstanding share of common stock of Wildcat, par value $0.001 per share, was converted into and exchanged for the right to receive one share of common stock of Varca, par value $0.0001 per share. There were no shares of preferred stock or stock options issued and outstanding by Wildcat as of the closing of the Share Exchange. Immediately prior to the Share Exchange, Varca had 13,600,000 shares of common stock issued and outstanding. Simultaneously with the closing of the Share Exchange, Varca's sole officer and director, surrendered 8,000,000 shares of Varca's common stock to Varca for cancellation. After giving effect to the Share Exchange, there were 68,815,114 issued and outstanding shares of Varca's common stock, of which the former stockholders of Wildcat own approximately 92%.

In addition to the shares issued in connection with the Share Exchange, during the year ended February 29, 2012, the Company issued 3,500,002 common shares for cash proceeds of $770,000; 24,827,777 shares of common stock through the conversion of $1,291,411 of debt and accrued interest; 1,427,620 shares of common stock through the conversion of preferred stock; 633,333 shares of common stock valued at $190,000 as part of a settlement of a payment with a vendor; and 750,000 shares of common stock valued at $879,000 to two vendors for services rendered.

NOTE 10 - SUBSEQUENT EVENTS

On February 3, 2012, the Company adopted a 2012 Incentive Compensation Plan. The Plan allows for a total of 4,700,000 options to be granted.

On March 15, 2012, Mike Clements resigned from his position on the Board of Directors for both Varca and Wildcat. On April 9, 2012, the Company granted Mike Clements stock options to purchase 750,000 shares of the Company’s common stock at the exercise price of $0.37 per share pursuant to the terms of the 2012 Incentive Compensation Plan. Based on a Black Scholes valuation, the options were valued at $275,867 on the grant date.

On April 9, 2012, a total of 3,350,000 stock options were issued to officers, directors, and select employees of the Company. These options are exercisable at an exercise price of $0.37 per share with a term of 10 years. Based on a Black Scholes valuation, the options were valued at $1,232,206 on the grant date.

On April 9, 2012, the EPA determined that we were in violation of section 301 of the Clean Water Act (“CWA”). Section 301 of the CWA prohibits the discharge of pollutants into waters of the United States except as in compliance with section 404 of the CWA. Section 404 authorizes the Unites States Army Corps of Engineers to issue permits allowing discharges of dredged or fill material into waters of the United States. The violations were the result of Wildcat’s construction actions that took place in 2008. These actions discharged dredged or fill materials into water of the United States without authorization. The Order describes actions necessary for us to achieve compliance with Sections 301 and 404 of the CWA. We have responded to the EPA and, through our efforts to satisfy the requirements levied by CDRMS. We are seeking approval from CDRMS and EPA to execute a remediation plan that will satisfy the requirements of the Order. There is the possibility of additional civil penalties and we are hopeful that our remediation efforts will satisfy the actions necessary to achieve compliance with the Order and avoid additional civil penalties. We do not expect the costs of the remediation effort or potential regulatory penalties to be significant.

On May 8, 2012, the Company received $62,500 as an advance towards the first installment of a $600,000 note that the Company is currently structuring with a group of investors.

EXHIBIT INDEX


Exhibit		Description
2.1		Share Exchange Agreement, by and between Varca Ventures, Inc., Wildcat Mining Corporation and the stockholders of Wildcat Mining Corporation, dated October 7, 2011 *

2.2		Plan of Share Exchange by and among Varca Ventures, Inc. and Wildcat Mining Corporation, dated October 7, 2011*

3.1		Articles of Incorporation **

3.2		Bylaws **

3.3		Articles of Exchange, filed with the Secretary of State of the State of Nevada on October 7, 2011*

10.1		Employment Agreement with Roger Tichenor, dated October 7, 2011*

10.2		Employment Agreement with Randall Oser, dated October 7, 2011*

10.3		Employment Agreement with Paul Serluco, dated October 7, 2011*

10.4		Consulting Services Agreement by and between Wildcat Mining Corporation, Greenberg Traurig, LLP and CLC Associated, Inc., dated April 14, 2011*

10.5		Consulting Services Agreement by and between Wildcat Mining Corporation, Greenberg Traurig, LLP and EnviroGroup Limited, dated August 2, 2011*

10.6		Consulting Services Agreement between Wildcat Mining Corporation and EIS Solutions, Inc., dated November 10, 2010*
10.7		Consulting Services Agreement by and between Wildcat Mining Corporation, Greenberg Traurig, LLP and Geosyntec Consultants, Inc., dated March 23, 2011*

10.8		Independent Contractor Services Agreement between Wildcat Mining Corporation and George Robinson, dated November 24, 2010*

10.9		Sale and Purchase Agreement between Wildcat Mining Corporation and James M. Clements dated, February 8, 2011*

10.10		Mining Deed granted by James M. Clements to Wildcat Mining Corporation, dated February 8, 2011 *

10.11		Recreation Easement granted by Wildcat Mining Corporation to Aaron & Sharon Taylor, dated February 21, 2011*

10.12		Perpetual Non-Participating Production Royalty Deed granted by Wildcat Mining Corporation to Aaron & Sharon Taylor, dated February 21, 2011*

10.13		Promissory Note assumed by Wildcat Mining Corporation and payable to Old Idaho Properties, LLC, dated November 27, 2006*

10.14		Deed of Trust assumed by Wildcat Mining Corporation for the benefit of Old Idaho Properties, LLC, dated November 27, 2006*


10.15		Modification of Promissory Note and Deed of Trust executed by Wildcat Mining Corporation and Old Idaho Properties, LLC, effective as of February 24, 2010*

10.16		Mining Lease between Wildcat Mining Corporation and Fairview Land Corp., dated June 1, 2006*

10.17		Amendment and Ratification of Mining Lease between Wildcat Mining Corporation and Fairview Land Corp., dated June 1, 2006*

10.18		Loan Agreement for Subordinated Secured Promissory Notes of Wildcat Mining Corporation, dated March 21, 2011*

10.19		First Amendment to Loan Agreement for Subordinated Secured Promissory Notes of Wildcat Mining Corporation, dated May 24, 2011*

10.20		Form of Subordinated Secured Promissory Note of Wildcat Mining Corporation*

10.21		Deed of Trust executed by Wildcat Mining Corporation for the benefit of the holders of Wildcat Mining Corporation's Subordinated Secured Promissory Notes, dated March 21, 2011*

10.22		Office Lease Agreement with JJR Ringling Enterprises, LLC, dated October 7, 2011*

10.23		Stockpile Royalty Agreement by and among Wildcat Mining Corporation and the investors party thereto, dated October 7, 2011*

10.24		Declaration of Trust for the benefit of Varca Ventures, Inc., dated February 10, 2010 (Incorporated herein by reference to Varca Ventures' Registration Statement on Form S-1 filed with the SEC on May 5, 2010)*

10.25		Settlement Agreement between Wildcat Mining Corporation R2 dated November 4, 2011***

10.26		Public Relations Agreement between Varca and American Business Writer dated November 8, 2011***

10.27		Loan Agreement by and between Varca Ventures, Inc., Wildcat Mining Corporation and Sarasota Varca Associates, LLC, dated January 28, 2012****

10.28		Subordinated Secured Promissory Note by and between Varca Ventures, Inc., Wildcat Mining Corporation and Sarasota Varca Associates, LLC, dated January 28, 2012****

10.29		Deed of Trust executed by Wildcat Mining Corporation for the benefit of Sarasota Varca Associates, LLC, dated January 28, 2012****

10.30		Perpetual Non-Participating Production Royalty Deed by and between Wildcat Mining Corporation and Sarasota Varca Associates, LLC, dated January 28, 2012****

10.31		2012 Incentive Compensation Plan

10.32		Corporate Awareness Agreement between Varca and New Zeal dated December 15, 2011

21.1		Subsidiaries*

31.1		Certification of Principal Executive Office pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2		Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002


32.1		Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350

32.2		Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350

101		The following financial information from this Annual Report for the fiscal year ended February 29, 2012, formatted in XBRL (Extensible Business Reporting Language) and furnished electronically herewith: (i) the Consolidated Statements of Earnings; (ii) the Consolidated Balance Sheets; (iii) the Consolidated Statements of Cash Flows; (iv) the Consolidated Statements of Comprehensive Income; and (v) the Notes to the Consolidated Financial Statements

_________________________

Incorporated herein by reference to Varca Ventures' Form 8-K filed with the SEC on November 2, 2011.

Incorporated herein by reference to Varca Ventures' Registration Statement on Form S-1 filed with the SEC on May 5, 2010.

***

Incorporated herein by reference to Varca Ventures’ Quarterly Report on Form 10-Q for the fiscal quarter ended November 30, 2011.

****

Incorporated herein by reference to Varca Ventures' Form 8-K filed with the SEC on February 2, 2012.

Filing Compare · Varca Ventures, Inc.