UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(MARK ONE)

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~December~~June 3130, ~~2012~~2013

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

For the transition period from _____ to ____

Commission File No. 333-16135

LIBERTY GOLD CORP.

(Exact name of registrant as specified in its charter)


Delaware	80-0372385
(State or other jurisdiction of	(I.R.S. Employer
incorporation or organization)	Identification No.)

2415 East Camelback Road, Suite 700, Phoenix, AZ 85016

(Address of principal executive offices, zip code)

602-553-1190

(Registrant’s telephone number, including area code)

~~______________________________________~~___________

(Former name, former address and former fiscal year,

if changed since last report)

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

Yes [X] No [ ]

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

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


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

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

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY

PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes [ ] No [ ]

APPLICABLE ONLY TO CORPORATE ISSUERS

As of ~~January~~September 2923, 2013, there were 88,~~341~~416,287 shares of common stock, $0.0001 par value per share, outstanding.

LIBERTY GOLD CORP.

(AAn ~~Development~~Exploration ~~Stage~~State Company)

QUARTERLY REPORT ON FORM 10-Q

FOR THE PERIOD ENDED ~~DECEMBER~~JUNE 3130, ~~2012~~2013

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q of Liberty Gold Corp., a Delaware corporation (the “Company”), contains “forward-looking statements,” as defined in the United States Private Securities Litigation Reform Act of 1995. In some cases, you can identify forward-looking statements by terminology such as “may”, “will”, “should”, “could”, “expects”, “plans”, “intends”, “anticipates”, “believes”, “estimates”, “predicts”, “potential” or “continue” or the negative of such terms and other comparable terminology. These forward-looking statements include, without limitation, statements about our market opportunity, our strategies, competition, expected activities and expenditures as we pursue our business plan, and the adequacy of our available cash resources. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Actual results may differ materially from the predictions discussed in these forward-looking statements. The economic environment within which we operate could materially affect our actual results. Additional factors that could materially affect these forward-looking statements and/or predictions include, among other things: the Company’s need for and ability to obtain additional financing and that there will be little demand for the Company’s services and products, and other factors over which we have little or no control; and other factors discussed in the Company’s filings with the Securities and Exchange Commission (“SEC”).

Our management has included projections and estimates in this Form 10-Q, which are based primarily on management’s experience in the industry, assessments of our results of operations, discussions and negotiations with third parties and a review of information filed by our competitors with the SEC or otherwise publicly available. We caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. We disclaim any obligation subsequently to revise any forward-looking statements to reflect events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events.

PART I. FINANCIAL INFORMATION

ITEM 1. CONDENSED FINANCIAL STATEMENTS.

Liberty Gold Corp.

(An Exploration ~~Stage~~State Company)

~~December~~June 3130, ~~2012~~2013 and ~~2011~~2012

Index to the Condensed Financial Statements

CONTENTS	Page
Balance Sheets at December 31, 2012(Unaudited) and March 31, 2012(Audited)	F-2
Statements of Operations for the Three and Nine Months Ended December 31, 2012 and 2011 and for the Period from April 5, 2011 (Date of Entry into Exploration) through December 31, 2012 (Unaudited)	F-3
Statement of Stockholders’ Equity (Deficit) for the Period from March 31, 2010 through December 31, 2012 (Unaudited)	F-4
Statements of Cash Flows for the Nine Months Ended December 31, 2012 and 2011 and for the Period from April 5, 2011 (Date of Entry into Exploration) through December 31, 2012 (Unaudited)	F-6
Notes to the Financial Statements (Unaudited)	F-7

Contents Page(s)

Condensed Balance Sheets at June 30,2013 (Unaudited) and March 31, 2013 (Audited)..............................................................................F-2

Condensed Statements of Operations for the Three Months Ended June 30,2013 and 2012 and for the Period from

April 5, 2011 (Date of Entry into Exploration) through June 30,2013 (Unaudited)...........................................................................................F-3

Condensed Statement of Stockholders’ Equity (Deficit) for the Period from March 31, 2011 through June 30,2013

(Unaudited).............................................................................................................................................................................................................F-4

Condensed Statements of Cash Flows for the Three Months Ended June 30,2013 and 2012 and for the Period from

April 5, 2011 (Date of Entry into Exploration) through June 30,2013 (Unaudited)...........................................................................................F-6

Notes to the Condensed Financial Statements (Unaudited)...............................................................................................................................F-7

F-1

Liberty Gold Corp.
(Formerly IBOS, Inc.)
(An Exploration Stage Company)
(An Exploration State Company)
Balance Sheets
Condensed Balance Sheets
				(unaudited)			(audited)
				December 31, 2012			March 31, 2012
				June 30,2013			March 31,2013
ASSETS
CURRENT ASSETS:
	Cash			$	~~69,855~~3	$	43,~~369~~091
	Subscription receivable				-		50,000
	Prepaid expenses				3,663		6,138
	Prepaid expenses				8,000		5,375
		Total Current Assets			3,666		9,229
		Total Current Assets			77,855		59,744
MINERAL PROPERTIES:
	Mineral properties				1,~~359~~369,072		1,~~274~~369,~~272~~072
	Depletion, depreciation and amortization				-		-
WEBSITE					27,765		26,728
			Total Assets	$	1,~~436~~400,~~927~~503	$	1,~~334~~405,~~016~~029
LIABILITIES AND EQUITY (DEFICIT)
CURRENT LIABILITIES:
	Current portion of mineral property payable			$	634,442	$	654,319
	Accounts Payable			$	25,830	$	22,175
	Accrued expenses				2926,~~536~~000		-4,500
	Advances from stockholders				28,356		28,356
	Common stock to be issued				-		50
	Current portion of mineral property payable			$	583,302	$	621,876
		Total Current Liabilities			~~692~~663,~~334~~488		~~682~~676,~~725~~907
MINERAL PROPERTIES PAYABLE, net of current portion					30,000		-30,000
COMMITMENTS AND CONTINGENCIES (Note 7)					-		-
			Total Liabilities		693,488		706,907
LIBERTY GOLD CORP. STOCKHOLDERS' EQUITY (DEFICIT):
COMMITMENTS AND CONTINGENCIES (Note 9)					-		-
LIBERTY GOLD CORP. STOCKHOLDERS' (DEFICIT):
	Preferred stock at $0.0001 par value: 5,000,000 shares authorized;
		none issued or outstanding			-		-
	Common stock at $0.0001 par value: 250,000,000 shares authorized,
		88,341,287 and 88,371,843 shares issued and outstanding, respectively			8,834		8,837
		88,416,287 and 88,416,287 shares issued and outstanding, respectively			8,841		8,841
	Additional paid-in capital				2,089,794		1,432,816
	Stock payable				90,000		21,300
	Additional paid-in capital				2,094,640		2,094,640
	Accumulated deficit				(88,952)		(88,952)
	Deficit accumulated during the exploration stage				(1,295,083)		(701,410)
	Deficit accumulated during the exploration state				(1,397,514)		(1,337,707)
		Total Liberty Gold Corp. Stockholders' Equity (Deficit)			714,593		651,291
		Total Stockholders' (Deficit)			707,015		698,122
NONCONTROLLING INTEREST					-		-
			Total Liabilities and (Deficit)	$	1,400,503	$	1,405,029
			Total Liabilities and Equity (Deficit)	$	1,436,927	$	1,334,016
See accompanying notes to the condensed unaudited financial statements
See accompanying notes to the financial statements

F-2

Liberty Gold Corp.
Liberty Gold Corp. (An Exploration State Company) Condensed Statements of Operations (unaudited)
(Formerly IBOS, Inc.)
				Three Months Ended		Three Months Ended			April 5, 2011 (Exploration) through
(An Exploration Stage Company)
				June 30,2013		June 30,2012			June 30,2013
Statements of Operations
Revenues earned during the exploration state				$	-	$	-		$	-
(unaudited)
Cost of revenues:
				Three Months Ended			Three Months Ended			Nine Months Ended		Nine Months Ended		April 5, 2011 (Exploration) through
	Exploration costs				-		186,300			605,190
				December 31, 2012			December 31, 2011			December 31, 2012		December 31, 2011		December 31, 2012
		Total cost of revenues			-		186,300			605,190
Revenues earned during the exploration stage				$	-		$	-		$	-	$	-	$	-
Operating expenses
Cost of revenues:
	Officers' compensation				19,500		19,500			156,865
	Exploration costs				-			70,890			203,800		378,890		605,190
	Professional fees				33,904		75,673			516,571
		Total cost of revenues			-			70,890			203,800		378,890		605,190
	General and administrative expenses				6,193		6,896			106,310
Operating expenses
		Total operating expenses			59,597		102,069			779,746
	Officers' compensation				19,500			19,500			58,500		45,765		123,765
LOSS FROM OPERATIONS					(59,597)		(288,369)			(1,384,936)
	Professional fees				54,297			58,857			285,753		129,715		450,522
OTHER EXPENSE
	General and administrative expenses				15,666			18,423			45,620		46,168		115,606
Loss on currency exchange					(210)		-			(4,511)
	Impairment of mineral properties				-			-			-		-		-
Loss from continuing operations before income taxes					(59,807)		(288,369)			(1,389,447)
		Total operating expenses			89,463			96,779			389,873		221,648		689,893
Income tax provision					-		-			-
Loss from continuing operations before income taxes					(89,463)			(167,670)			(593,673)		(600,539)		(1,295,083)
Net loss from continuing operations					(59,807)		(288,369)			(1,389,447)
Income tax provision					-			-			-		-		-
Discontinued operations
Net loss from continuing operations					(89,463)			(167,670)			(593,673)		(600,539)		(1,295,083)
		Loss from discontinued operations, net of taxes		-			-			(8,067)
Discontinued operations
Net Loss				$	(59,807)	$	(288,369)		$	(1,397,514)
	Loss from operations of discontinued operations, net of taxes			-				-			-		-		-
Net loss per common share
	Loss from disposal of discontinued operations, net of taxes			-				-			-		(8,067)		-
	- basic and diluted
		Loss from discontinued operations, net of taxes		-				-			-		(8,067)		-
			Total net loss per common share	$	(0.00)	$	(0.00)
Net loss before noncontrolling interest					(89,463)			(167,670)			(593,673)		(608,606)		(1,295,083)
	Weighted average common shares outstanding
Noncontrolling interest					-			-			-		-		-
		- basic and diluted		88,416,287			88,617,484
Net Loss				$	(89,463)		$	(167,670)		$	(593,673)	$	(608,606)	$	(1,295,083)
See accompanying notes to the condensed unaudited financial statements
Net loss per common share
	- basic and diluted
		Continuing operations		$	(0.00)		$	(0.00)		$	(0.01)	$	(0.00)
		Discontinued operations			(0.00)			(0.00)			(0.00)		(0.00)
			Total net loss per common share	$	(0.00)		$	(0.00)		$	(0.01)	$	(0.00)
	Weighted average common shares outstanding
		- basic and diluted		88,158,232				88,149,577			88,162,176		105,680,836
See accompanying notes to the financial statements

F-3

Liberty Gold Corp.
Liberty Gold Corp. (An Exploration State Company) Condensed Statements of Stockholders’ Equity
(Formerly IBOS, Inc.)
		Common Stock, $0.0001 Par Value
(An Exploration Stage Company)
		Number of Shares	Amount			Stock Payable	Additional Paid-in Capital		Accumulated Deficit		Deficit Accumulated during the Exploration Stage			Total Liberty Gold Corp Shareholders' Equity (Deficit)
Statement of Equity (Deficit)
Balance, March 31, 2011		124,100,000	$	12,410	$	-	$	45,998	$	(80,885)	$	-	$	(22,477)
For the period from April 5, 2011 through December 31, 2012
	Common shares issued for mineral property acquisition in Alaska	500,000		50				-						50
		Common Stock, $0.0001 Par Value
	Forgiveness of debt by former stockholders							30,545		-		-		30,545
		Number of Shares	Amount		Additional Paid-in Capital		Accumulated Deficit		Deficit Accumulated during the Exploration Stage		Total Liberty Gold Corp Shareholders' Equity (Deficit)		Non-controlling Interest		Total Equity (Deficit)
	Equity units inclusive one common share and one warrant issued for cash at $0.80 per unit on June 28, 2011	75,000		8				59,992		-		-		60,000
Balance, March 31, 2010		124,100,000	$	12,410	$	45,998	$	(38,096)	$	-	$	20,312	$	-	$	20,312
	Common shares issued for mineral property acquisition in Arizona	500,000		50				-		-		-		50
	Net loss							(42,789)		-		(42,789)		-		(42,789)
	Common shares issued for mineral property acquisition in Mexico	1,500,000		150				-		-		-		150
Balance, March 31, 2011		124,100,000		12,410		45,998		(80,885)		-		(22,477)		-		(22,477)
	Equity units inclusive of one common share and one warrant issued for cash at $0.80 per unit between July 28, 2011 and September 9, 2011	712,500		71				569,929		-		-		570,000
	Common shares issued for mineral property acquisition in Alaska	500,000		50		-						50		-		50
	Surrender of 40,000,000 common shares at $0.0001 par value on August 10, 2011	(40,000,000)		(4,000)				4,000		-		-		-
	Forgiveness of debt by former stockholders					30,545		-		-		30,545				30,545
	Common shares issued for mineral property acquisition in Alaska	500,000		50				-		-		-
	Equity units inclusive one common share and one warrant issued for cash at $0.80 per unit on June 28, 2011	75,000		8		59,992		-		-		60,000				60,000
	Equity units inclusive of one common share and one warrant issued for cash at $0.45 per unit between October 28, 2011 and November 12, 2011	666,666		67				299,933		-		-		300,000
	Common shares issued for mineral property acquisition in Arizona	500,000		50		-		-		-		50				50
	Equity units inclusive of one common share and one warrant issued for cash at $0.99 per unit on December 15, 2011	101,010		10				99,990		-		-		100,000
	Common shares issued for mineral property acquisition in Mexico	1,500,000		150		-		-		-		150				150
	Cancellation of common shares issued for property acquisitions in Mexico	(1,500,000)		(150)				-		-		-		(150)
	Equity units inclusive of one common share and one warrant issued for cash at $0.80 per unit between July 28, 2011 and September 9, 2011	712,500		71		569,929		-		-		570,000				570,000
	Equity units inclusive of one common share and one warrant issued for cash at $0.45 per unit between February 7, 2012 and February 8, 2012	555,556		55				249,945		-		-		250,000
	Surrender of 40,000,000 common shares at $0.0001 par value on August 10, 2011	(40,000,000)		(4,000)		4,000		-		-		-				-
	Equity units inclusive of one common share and one warrant issued for cash at $0.45 per unit March 21, 2012	111,111		11				49,989		-		-		50,000
	Common shares issued for mineral property acquisition in Alaska	500,000		50		-		-		-		50-		50		50
	Equity units inclusive of one common share and one warrant issued for cash at $0.45 per unit between October 28, 2011 and November 12, 2011	666,666		67		299,933		-		-		300,000				300,000
	Shares issued for advisory board services	50,000		5				22,495						22,500
	Equity units inclusive of one common share and one warrant issued for cash at $0.99 per unit on December 15, 2011	101,010		10		99,990		-		-		100,000				100,000
	Net loss									(8,067)		(701,410)		(709,477)
	Cancellation of common shares issued for property acquisitions in Mexico	(1,500,000)		(150)		-		-		-		(150)				(150)
Balance, March 31, 2012		88,371,843		8,837				1,432,816		(88,952)		(701,410)		651,291
	Equity units inclusive of one common share and one warrant issued for cash at $0.45 per unit between February 7, 2012 and February 8, 2012	555,556		55		249,945		-		-		250,000				250,000
	Cancellation of common shares issued for property acquisitions in Alaska	(1,500,000)		-150				-		-		-		(150)
	Equity units inclusive of one common share and one warrant issued for cash at $0.45 per unit March 21, 2012	111,111		11		49,989		-		-		50,000				50,000
	Equity units inclusive of one common share and one warrant issued for cash at $0.45 per unit April 23, 201	222,222		22				99,978		-		-		100,000
	Common shares issued for mineral property acquisition in Alaska	500,000		50		-		-		-		50				50
	Equity units inclusive of one common share and one warrant issued for cash at $0.45 per unit May 18, 2012	166,667		17				74,983		-		-		75,000
	Shares issued for advisory board services	50,000		5		22,495						22,500				22,500
	Equity units inclusive of one common share and one warrant issued for cash at $0.45 per unit June 5, 2012	222,222		22				99,978		-		-		100,000
	Net loss							(8,067)		(701,410)		(709,477)				(709,477)
	Equity units inclusive of one common share and one warrant issued for cash at $0.45 per unit June 11, 2012	222,222		22				99,978		-		-		100,000
(continued on next page)
	Equity units inclusive of one common share and one warrant issued for cash at $0.45 per unit June 25, 2012	111,111		11				49,989		-		-		50,000
(continued on next page)

F-4

(continued from previous page)
Balance, March 31, 2012 (Audited)		88,371,843		8,837		1,432,816		(88,952)		(701,410)		651,291		-		651,291
	Equity units inclusive of one common share and one warrant issued for cash at $0.45 per unit August 1, 2012	166,667		17				74,983		-		-		75,000
	Cancellation of common shares issued for property acquisitions in Alaska	(1,500,000)		-150		-		-		-		(150)				(150)
	Equity units inclusive of one common share and one warrant issued for cash at $0.45 per unit September 26, 2012	111,111		11				49,989		-		-		50,000
	Equity units inclusive of one common share and one warrant issued for cash at $0.45 per unit April 23, 201	222,222		22		99,978		-		-		100,000				100,000
	Equity units inclusive of one common share and one warrant issued for cash at $0.45 per unit November 14, 2012	166,667		17				74,983		-		-		75,000
	Equity units inclusive of one common share and one warrant issued for cash at $0.45 per unit May 18, 2012	166,667		17		74,983		-		-		75,000				75,000
	Equity units inclusive of one common share and one warrant issued for cash at $0.45 per unit November 15, 2012	55,555		5				24,995		-		-		25,000
	Equity units inclusive of one common share and one warrant issued for cash at $0.45 per unit June 5, 2012	222,222		22		99,978		-		-		100,000				100,000
	Shares issued for services	350,000		35				,111,973		-		-		111,978
	Equity units inclusive of one common share and one warrant issued for cash at $0.45 per unit June 11, 2012	222,222		22		99,978		-		-		100,000				100,000
	Repurchase of shares, June 18, 2012	(250,000)		(25)				(99,975)						(100,000)
	Equity units inclusive of one common share and one warrant issued for cash at $0.45 per unit June 25, 2012	111,111		11		49,989		-		-		50,000				50,000
	Stock Payable					21,300								21,300
	Equity units inclusive of one common share and one warrant issued for cash at $0.45 per unit August 1, 2012	166,667		17		74,983		-		-		75,000				75,000
	Net Loss	-		-		-		-		-		(636,297)		(636,297)
	Equity units inclusive of one common share and one warrant issued for cash at $0.45 per unit September 26, 2012	111,111		11		49,989		-		-		50,000				50,000
Balance, March 31, 2013		88,416,287		8,841		21,300		2,094,640		(88,952)		(1,337,707)		698,122
	Equity units inclusive of one common share and one warrant issued for cash at $0.45 per unit November 14, 2012	166,667		17		74,983		-		-		75,000				75,000
	Stock Payable					68,700								68,700
	Equity units inclusive of one common share and one warrant issued for cash at $0.45 per unit November 15, 2012	55,555		5		24,995		-		-		25,000				25,000
	Net Loss											(59,807)		(59,807)
	Shares issued for services	275,000		28		107,097		-		-		107,125				107,125
Balance June 30, 2013 (Unaudited)		88,416,287	$	8,841	$	90,000	$	2,094,640	$	(88,952)	$	(1,397,514)	$	707,015
	Repurchase of shares, June 18, 2012	(250,000)		(25)		(99,975)						(100,000)				(100,000)
See accompanying notes to the condensed unaudited financial statements
	Net loss	-		-		-		-		(593,673)		(593,673)				(593,673)
Balance, December 31, 2012 (Unaudited)		88,341,287	$	8,834	$	2,089,794	$	(88,952)	$	(1,295,083)	$	714,593	$	-	$	714,593
See accompanying notes to the financial statements

F-5

Liberty Gold Corp.
(Formerly IBOS, Inc.)
(An Exploration Stage Company)
(An Exploration State Company)
Statements of Cash Flows
Condensed Statements of Cash Flows
(unaudited)
							For the Period
							For the Period from
			For the Nine		For the Nine		From April 5, 2011
			For the Three Months		For the Three Months		April 5, 2011
			Months Ended		Months Ended		(Exploration) through
			Ended		Ended		(Exploration) through
			December 31, 2012		December 31, 2011		December 31, 2012
			June 30,2013		June 30,2012		June 30,2013
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss			$	(593,673)	$	(608,606)	$	(1,295,083)
Net Loss			$	(59,807)	$	(288,369)	$	(1,397,514)
Adjustments to reconcile net loss to net cash used in operating activities
	Loss from discontinued operations, net of taxes			-		~~8,067~~		-134,478
	Stock issued for services			107,125		-		129,625
	Changes in operating assets and liabilities:
		Prepaid expenses		(2,~~625)~~474		(127,~~901~~987)		(83,~~000~~663)
		Mineral properties payable		-		-		-
		Accounts payable		3,655		(8,095)		3,655
		Accrued expenses		721,~~355~~500		-10,900		713,~~355~~428
	Net cash used in operating activities			(481,818)		(613,440)		(1,166,103)
		Current Portion of Mineral Property Payable		(38,574)		(7,435)		(38,574)
	Net cash used in operating activities			(70,752)		(300,986)		(1,288,190)
CASH FLOWS FROM INVESTING ACTIVITIES:
	Cash paid in disposal of discontinued operations			-		(7,574)		(7,574)
	Disposal of discontinued operations			-		-		(7,574)
	Purchases of mineral properties			~~(52,696)~~-		(~~359~~27,~~734~~565)		(~~672~~682,599)
	Net cash used in investing activities			(52,696)		(367,308)		(680,173)
	Website development			(1,037)		-		(27,765)
	Net cash used in investing activities			(1,037)		(27,265)		(717,938)
CASH FLOWS FROM FINANCING ACTIVITIES:
	Advances from stockholders			-		~~28,356~~-		28,356
	Proceeds from sale of common stock, including receipt of $50,000 stock subscription receivable.			700,000		1,030,101		1,980,201
	Proceeds from sale of common stock			68,700		475,000		2,070,201
	Repurchase of common stock			~~(100,000)~~-		-(100,000)		(100,000)
	Net cash provided by financing activities			~~600~~68,~~000~~700		1375,~~058,457~~000		1,~~908~~998,557
NET CHANGE IN CASH				65(3,~~486~~088)		7746,~~709~~449		62(7,~~281~~571)
Cash at beginning of period				43,~~369~~091		74,~~574~~369		7,574
Cash at end of period			$	~~69,855~~3	$	8550,~~283~~818	$	~~69,855~~3
SUPPLEMENTAL DISCLOSURE OF CASH FLOWS INFORMATION:
	Interest paid		$	-	$	-	$	-
	Income tax paid		$	-	$	-	$	-
NON CASH FINANCING AND INVESTING ACTIVITIES:
	Subscription from the sale of common stock		$	~~50,000~~-	$	-	$	~~100,000~~-
	Common shares issued for acquisition of mineral properties		$	-	$	~~150~~-	$	200
	Common shares to be issued for acquisition of mineral properties		$	-	$	100	$	50
	Forgiveness of advances from former stockholders to contributed capital		$	-	$	-	$	30,545
	Forgiveness of advances from former stockholders to contributed capital		$	-	$	30,545	$	30,545
	Mineral properties purchased with debt		$	-	$	85,000	$	739,319
	Mineral properties purchased with debt		$	85,000	$	914,388	$	739,319
See accompanying notes to the condensed unaudited financial statements
See accompanying notes to the financial statements

F-6

Liberty Gold Corp.

(An Exploration ~~Stage~~State Company)

~~December~~June 3130, ~~2012~~2013 and ~~2011~~2012

Notes to the Condensed Unaudited Financial Statements

Note 1 – Organization and Operations

IBOS, Inc.

IBOS, Inc. (“IBOS”) was incorporated as a Subchapter S corporation on April 11, 2006 under the laws of the State of California. It was converted into a C corporation, incorporated in the State of Delaware on March 5, 2009, in a transaction in which the newly-formed corporation issued an aggregate of 9,000,000 shares of common stock to the former stockholders of the S corporation for all of the issued and outstanding shares of IBOS. All shares were held by and all shares of common stock were issued to IBOS’s stockholders and President and Chief Executive Officer, Chief Technology Officer and Chief Financial Officer. No cash consideration was paid. No value was given to the shares issued by the newly formed corporation. Therefore, the shares were recorded to reflect the $.0001 par value and additional paid-in capital was recorded as a negative amount ($900).

IBOS applied paragraph 505-10-S99-3 of the FASB Accounting Standards Codification (formerly Topic 4B of the Staff Accounting Bulletins (“SAB”) (“SAB Topic 4B”) issued by the United States Securities and Exchange Commission (the “SEC”)), by reclassifying all of IBOS’s undistributed earnings and losses to additional paid-in capital as of March 5, 2009.

The accompanying financial statements have been prepared as if IBOS had its corporate capital structure as of the first date of the first period presented.

IBOS provided web-based comprehensive selection of electronic medical claims processing and collection solutions to the healthcare provider industry prior to April 5, 2011. IBOS had minimal operations between April 1, 2011 and April 4, 2011.

Change in Control and Scope of Business

On April 5, 2011, a Stock Purchase Agreement (the “SPA”) by and among IBOS’s three officers and directors Deepak Danavar, Ravi Sharma, and James Villalobos, the Company and Lynn Harrison (“LH”) was executed and a closing was held under the SPA. Pursuant to the SPA (i) LH purchased an aggregate of 8,280,000 shares of common stock of the Company (87% of the outstanding shares) from Messrs. Danavar, Sharma and Villalobos for an aggregate purchase price of $370,000.00; (ii) the Company disposed of its California subsidiary by transferring its shares to Messrs. Danavar, Sharma and Villalobos; (iii) LH was elected the sole director of the Company; (iv) LH was elected President and CEO of the Company and Frank J. Hariton was elected secretary of the Company; and (v) Messrs Danavar, Sharma and Villalobos each resigned as officers and directors of the Company. Additionally as part of the change in control the former shareholders agreed to forgive debts outstanding to them totaling $30,544 which have been recorded as contributed capital. As part of the Stock Purchase transaction the Company transferred to a newly-formed company controlled by IBOS’s three officers and directors Deepak Danavar, Ravi Sharma, and James Villalobos, the Company’s three former officers and directors (the “Buyers”), certain operating assets associated with the operations of IBOS’s electronic medical claims processing and collection solutions, subject to related liabilities (the “Business”). Pursuant to the terms of SPA, the assumption by the Buyer of all liabilities and debts of IBOS which relate to or arise out of the operations of the Business and the indemnification by the Buyer of all losses, liabilities, claims, damages, costs and expenses that may be suffered by IBOS at any time which arise out of the operations of the Business. Loss from disposal of the discontinued operations amounted to $8,067.

Upon acquisition of certain gold mine properties on April 5, 2011 IBOS decided to engage in the business of acquiring, exploring and developing mineral properties.

The financial statements for the interim period ended December 31, 2011 have been presented to give retroactive effect to the discontinuance of the discontinued operations.

Surrender of Common Shares from Principal Stockholder upon Change in Control

On April 21, ~~2001~~2011, Lynn Harrison, President, CEO and principal shareholder of the Company, surrendered 351,900,000 shares of common stock owned by her, thus reducing her ownership from 414,000,000 shares to 62,100,000 shares and reducing the Company’s issued and outstanding common shares from 476,000,000 shares to 124,100,000 shares.

All shares and per share amounts in the financial statements have been adjusted to give retroactive effect to the surrender of those common shares.

F-7

Amendment to the Certificate of Incorporation

On April 26, 2011, IBOS filed a Certificate of Amendment of Certificate of Incorporation, and (i) changed its name to Liberty Gold Corp. (“Liberty Gold” or the “Company”) upon the acquisition of certain gold mine properties; (ii) increased its total number of shares of all classes of stock which the Company is authorized to issue from One Hundred and Five Million (105,000,000) shares, inclusive of Five Million (5,000,000) shares of Preferred Stock, par value $.0001 per share, and One Hundred Million (100,000,000) shares of Common Stock, par value $.0001 per share, to Two Hundred Fifty Five Million (255,000,000) shares, inclusive of Five Million (5,000,000) shares of Preferred Stock, par value $.0001 per share, and Two Hundred Fifty Million (250,000,000) shares of Common Stock, par value $.0001 per share; and (iii) ~~effectuated~~affected a 50-for-1 (1:50) forward stock split (the “Stock Split”).

All shares and per share amounts in the financial statements have been adjusted to give retroactive effect to the Stock Split.

The Company elected March 31 as its fiscal year ending date.

Note 2 – Summary of Significant Accounting Policies

Basis of Presentation – Unaudited Interim Financial Information

The accompanying unaudited ~~interim~~ financial statements ~~and related notes~~ have been prepared in accordance with ~~accounting principles~~ generally accepted accounting principles in the United States of America ~~(“U.S. GAAP”)~~ for ~~the~~ interim financial information, and with the ~~rules~~instructions ~~and regulations of the United States Securities and Exchange Commission (“SEC”)~~ to Form 10-Q and ~~Article 8 of~~ Regulation S-X. Accordingly, ~~they~~these condensed financial statements do not include all of the information and footnotes required by ~~U.S.~~generally ~~GAAP~~accepted accounting principles for complete financial statements. ~~The~~ ~~unaudited~~In ~~interim financial statements furnished reflect all adjustments (consisting of normal recurring accruals) which are, in~~ the opinion of management, all adjustments considered necessary tofor a fair ~~statement~~presentation ofhave ~~the~~been ~~results~~included ~~for~~and ~~the~~such ~~interim~~adjustments ~~period presented. Unaudited interim results~~ are ~~not necessarily indicative~~ of ~~the~~a ~~results~~normal ~~for~~recurring ~~the full fiscal year~~nature. These financial statements should be read in conjunction with the financial statements ~~of the Company~~ for the ~~fiscal~~ year ended March 31, ~~2012~~2013 and notes thereto ~~contained~~and inother ~~the~~pertinent information ~~filed~~contained asin ~~part~~our ~~of the Company’s Annual Report on~~ Form 10-K the Company has filed with ~~SEC~~the onSecurities ~~July~~and ~~16,~~Exchange ~~2012~~Commission (the “SEC”).

The results of operations for the three month period ended June 30 2013 are not necessarily indicative of the results for the full fiscal year ending March 31, 2014.

Reclassification

Certain amounts in the prior period financial statements have been reclassified to conform to the current period presentation. These reclassifications had no effect on reported losses.

Exploration ~~Stage~~State Company

~~Upon~~The ~~acquisition~~Company ofis ~~certain~~a ~~gold~~development ~~mine~~stage ~~properties~~company onas ~~April~~defined 5,by ~~2011~~ASC ~~the Company decided to engage in the business of acquiring~~915, ~~exploring~~Development ~~and~~Stage ~~developing mineral properties~~Entities. ~~Although~~The ~~the~~ Company ~~acquired~~is ~~mineral~~still ~~properties,~~devoting asubstantially ~~substantial~~all ~~portion~~ of ~~the~~its ~~Company’s~~efforts ~~activities~~on ~~has involved~~ establishing the business and ~~the~~its ~~Company~~planned ~~has~~principal ~~neither~~operations ~~started~~have ~~exploring~~not ~~the mineral properties, nor generated any revenue to date~~commenced. ~~Upon entry into mining exploration business the Company became an exploration stage company as defined by section 915-10-20 of the FASB Accounting Standards Codification.~~ All losses accumulated since inception have been considered as part of the Company’'s ~~exploration~~development stage activities.

An exploration-state company is an issuer that is engaged in the search for mineral deposits (reserves) and is neither in the development nor production stage.

Use of Estimates and Assumptions

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

~~The~~Cash ~~Company’s significant estimates~~ and ~~assumptions~~Cash include the fair value of financial instruments; the carrying value, recoverability and impairment of long-lived assets, including the values assigned to and the estimated reserves, dismantlement, restoration and abandonment costs, which are net of estimated salvage values of mineral properties; income tax rate, income tax provision, deferred tax assets, and valuation allowance of deferred tax assets; and the assumption that the Company will continue as a going concern. Those significant accounting estimates or assumptions bear the risk of change due to the fact that there are uncertainties attached to those estimates or assumptions, and certain estimates or assumptions are difficult to measure or value.Equivalents

~~Management~~The ~~bases~~Company ~~its~~considers ~~estimates~~all onhighly ~~historical~~liquid ~~experience~~investments ~~and~~with onmaturities ~~various~~of ~~assumptions~~three ~~that~~months ~~are~~or ~~believed~~less toat bethe ~~reasonable~~time inof ~~relation~~purchase to ~~the~~be ~~financial~~cash ~~statements~~equivalents. ~~taken~~Cash asand acash ~~whole~~equivalents ~~under~~were ~~the circumstances~~$3, ~~the~~and ~~results~~$3,091 ofat ~~which~~June ~~form~~30, ~~the~~2013 ~~basis for making judgments about the carrying values of assets~~ and ~~liabilities~~March ~~that~~31, ~~are~~2013 ~~not readily apparent from other sources~~respectively.

~~Management~~Cash ~~regularly~~Flows ~~evaluates the key factors and assumptions used to develop the estimates utilizing currently available~~ Reporting

The Company follows ASC 230, Statement of Cash Flows, for cash flows reporting, classifies cash receipts and payments according to whether they stem from operating, investing, or financing activities and provides definitions of each category, and uses

F-8

~~information~~the indirect or reconciliation method (“Indirect method”) as defined by ASC 230, ~~changes~~Statement inof ~~facts~~Cash Flows, to report net cash flow from operating activities by adjusting net income to reconcile it to net cash flow from operating activities by removing the effects of (a) all deferrals of past operating cash receipts and ~~circumstances,~~payments ~~historical~~and ~~experience~~all accruals of expected future operating cash receipts and ~~reasonable~~payments ~~assumptions~~and (b) all items that are included in net income that do not affect operating cash receipts and payments. ~~After~~The ~~such~~Company ~~evaluations,~~reports ifthe ~~deemed~~reporting ~~appropriate~~currency equivalent of foreign currency cash flows, ~~those~~using ~~estimates~~the ~~are~~current ~~adjusted~~exchange ~~accordingly~~rate at the time of the cash flows and the effect of exchange rate changes on cash held in foreign currencies is reported as a separate item in the reconciliation of beginning and ending balances of cash and cash equivalents and separately provides information about investing and financing activities not resulting in cash receipts or payments in the period.

~~Actual~~Commitments ~~results~~and ~~could differ from those estimates.~~Contingencies

~~Fair~~The ~~Value~~Company follows ASC 450-20, Loss Contingencies, to report accounting for contingencies. Liabilities for loss contingencies arising from claims, assessments, litigation, fines and penalties and other sources are recorded when it is probable that a liability has been incurred and the amount of ~~Financial~~the ~~Instruments~~assessment can be reasonably estimated. There were no commitments or contingencies at June 30, 2013 and March 31, 2013.

~~The~~Financial Company follows paragraph 825-10-50-10 of the FASB Accounting Standards Codification for disclosures about fair value of its financial instruments and has adopted paragraph 820-10-35-37 of the FASB Accounting Standards Codification (“Paragraph 820-10-35-37”) to measure the fair value of its financial instruments. Paragraph 820-10-35-37 of the FASB Accounting Standards Codification establishes a framework for measuring fair value in generally accepted accounting principles (GAAP), and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, paragraph 820-10-35-37 of the FASB Accounting Standards Codification establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three (3) levels of fair value hierarchy defined by paragraph 820-10-35-37 of the FASB Accounting Standards Codification are described below:Instruments

The Company’s balance sheet includes certain financial instruments. The carrying amounts of current assets and current liabilities approximate their fair value because of the relatively short period of time between the origination of these instruments and their expected realization.

ASC 820, Fair Value Measurements and Disclosures, defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy that distinguishes between (1) market participant assumptions developed based on market data obtained from independent sources (observable inputs) and (2) an entity’s own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs). The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy are described below:


Level 1		Quoted market prices available in active markets for identical assets or liabilities as of the reporting date.

Level 2		Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date.

Level 3		Pricing inputs that are generally observable inputs and not corroborated by market data.

~~Financial~~Fair ~~assets~~value estimates discussed herein are ~~considered~~based ~~Level~~upon 3certain ~~when~~market ~~their~~assumptions ~~fair~~and ~~values~~pertinent ~~are~~information ~~determined~~available ~~using~~to ~~pricing~~management ~~models~~as of June 30, ~~discounted~~2013. ~~cash~~The ~~flow~~respective ~~methodologies~~carrying orvalue ~~similar~~of ~~techniques~~certain ~~and~~on-balance-sheet atfinancial ~~least~~instruments ~~one~~approximated ~~significant~~their ~~model~~fair ~~assumption~~values ordue ~~input~~to isthe ~~unobservable~~short-term nature of these instruments.

~~The~~Long-lived fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. If the inputs used to measure the financial assets and liabilities fall within more than one level described above, the categorization is based on the lowest level input that is significant to the fair value measurement of the instrument.Assets

The ~~carrying~~Company ~~amounts~~follows ofASC ~~the~~360 for its long-lived assets. The Company’s ~~financial~~long-lived assets ~~and liabilities~~, ~~such~~which asinclude ~~cash,~~mineral ~~prepaid expenses~~properties, ~~common~~are ~~stock~~reviewed tofor beimpairment ~~issued~~whenever ~~and~~events ~~mineral~~or ~~property~~changes ~~payable,~~in ~~approximate~~circumstances ~~their~~indicate ~~fair~~that ~~values~~the ~~because~~carrying amount of ~~the~~an ~~short~~asset ~~maturity~~may ofnot ~~these~~be ~~instruments~~recoverable.

Transactions involving related parties cannot be presumed to be carried out on an arm's-length basis, as the requisite conditions of competitive, free-market dealings may not exist. Representations about transactions with related parties, if made, shall not imply that the related party transactions were consummated on terms equivalent to those that prevail in arm's-length transactions unless such representations can be substantiated.

It is not, however, practical to determine the fair value of advances from stockholders, if any, due to their related party nature.

Carrying Value, Recoverability and Impairment of Long-Lived Assets

The Company has adopted paragraph 360-10-35-17 of the FASB Accounting Standards Codification for its long-lived assets. The Company’s long-lived assets, which include mineral properties, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.

The Company assesses the recoverability of its long-lived assets by comparing the projected undiscounted net cash flows associated with the related long-lived asset or group of long-lived assets over their remaining estimated useful lives against their respective carrying amounts. Impairment, if any, is based on the excess of the carrying amount over the fair value of those assets. Fair value is generally determined using the asset’s expected future discounted cash flows or market value, if readily determinable. If long-lived assets are determined to be recoverable, but the newly determined remaining estimated useful lives are shorter than originally estimated, the net book values of the long-lived assets are depreciated over the newly determined remaining estimated useful lives.

The Company considers the following to be some examples of important indicators that may trigger an impairment review: (i) significant under-performance or losses of assets relative to expected historical or projected future operating results; (ii) significant changes in the manner or use of assets or in the Company’s overall strategy with respect to the manner or use of the acquired assets or

F-9

changes in the Company’s overall business strategy; (iii) significant negative industry or economic trends; (iv) increased competitive pressures; and (v) regulatory changes. The Company evaluates acquired assets for potential impairment indicators at least annually and more frequently upon the occurrence of such events.

Management periodically reviews the recoverability of the capitalized mineral properties and mining equipment. Management takes into consideration various information including, but not limited to, historical production records taken from previous mine operations, results of exploration activities conducted to date, estimated future prices and reports and opinions of outside consultants. ~~When~~ A provision is made for any expected loss on the project or property when it is determined that a project or property will be abandoned or its carrying value has been impaired~~, a provision is made for any expected loss on the project or property~~..

The impairment charges, if any, is included in operating expenses in the accompanying statements of operations.

Fiscal Year End

The Company elected March 31 as its fiscal year ending date.

Cash Equivalents

The Company considers all highly liquid investments with maturities of three months or less at the time of purchase to be cash equivalents.

Mineral Properties

The Company follows ~~Section~~ASC 930, ofExtractive ~~the~~Activities ~~FASB~~for ~~Accounting~~its ~~Standards~~mineral ~~Codification~~properties. for its mineral properties. Mineral properties and related mineral rights acquisition costs are capitalized pending determination of whether the drilling has found proved reserves. If a mineral ore body is discovered, capitalized costs will be amortized on a unit-of-production basis following the commencement of production. Otherwise, capitalized acquisition costs are expensed when it is determined that the mineral property has no future economic value. General exploration costs and costs to maintain rights and leases, including rights of access to lands for geophysical work and salaries, equipment, and supplies for geologists and geophysical crews are expensed as incurred. When it is determined that a mining deposit can be economically and legally extracted or produced based on established proven and probable reserves, further exploration costs and development costs as well as interest costs relating to exploration and development projects that require greater than six (6) months to be readied for their intended use incurred after such determination will be capitalized. The establishment of proven and probable reserves is based on results of final feasibility studies which indicate whether a property is economically feasible. Upon commencement of commercial production, capitalized costs will be transferred to the appropriate asset categories and amortized on a unit-of-production basis. Capitalized costs, net of salvage values, relating to a deposit which is abandoned or considered uneconomic for the foreseeable future will be written off. The sale of a partial interest in a proved property is accounted for as a cost recovery and no gain or loss is recognized as long as this treatment does not significantly affect the unit-of-production amortization rate. A gain or loss will be recognized for all other sales of proved properties and will be classified in other operating revenues. Maintenance and repairs are charged to expense, and renewals and betterments are capitalized to the appropriate property and equipment accounts.

The provision for depreciation, depletion and amortization (“DD&A”) of mineral properties is calculated on a property-by-property basis using the unit-of-production method. Taken into consideration in the calculation of DD&A are estimated future dismantlement, restoration and abandonment costs, which are net of estimated salvage values. Upon becoming fully amortized, the related cost and accumulated amortization are removed from the accounts.

To date, the Company has not established the commercial feasibility of any exploration prospects; therefore, all general exploration costs, if any, are being expended.

Related Parties

The Company follows ~~subtopic~~ASC 850~~-10~~, ofRelated ~~the~~Party ~~FASB~~Disclosures, ~~Accounting Standards Codification~~ for the identification of related parties and disclosure of related party transactions. Related party transactions for the periods ending June 30, 2013 and March 31, 2013 totaled $28,356 and were comprised of advances payable.

~~Pursuant to section 850~~Share-~~10-20~~based the related parties include a) affiliates of the Company; b) entities for which investments in their equity securities would be required, absent the election of the fair value option under the Fair Value Option Subsection of section 825–10–15, to be accounted for by the equity method by the investing entity; c) trusts for the benefit of employees, such as pension and profit-sharing trusts that are managed by or under the trusteeship of management; d) principal owners of the Company; e) management of the Company; f) other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully Expense

ASC 718, Compensation – Stock Compensation, prescribes accounting and reporting standards for all share-based payment transactions in which employee services are acquired. Transactions include incurring liabilities, or issuing or offering to issue shares, options, and other equity instruments such as employee stock ownership plans and stock appreciation rights. Share-based payments to employees, including grants of employee stock options, are recognized as compensation expense in the financial statements based on their fair values. That expense is recognized over the period during which an employee is required to provide services in exchange for the award, known as the requisite service period (usually the vesting period).

The Company accounts for stock-based compensation issued to non-employees and consultants in accordance with the provisions of ASC 505-50, Equity – Based Payments to Non-Employees. Measurement of share-based payment transactions with non-employees is based on the fair value of whichever is more reliably measurable: (a) the goods or services received; or (b) the equity instruments issued. The fair value of the share-based payment transaction is determined at the earlier of performance commitment date or performance completion date.

F-10

~~pursuing~~Share-based ~~its~~expense ~~own~~for ~~separate interests; and g) other parties that can significantly influence~~ the ~~management~~three ormonths ~~operating~~ended ~~policies~~June of30, ~~the~~2013 ~~transacting parties or that have an ownership interest in one of the transacting parties~~ and ~~can~~2012 ~~significantly~~was ~~influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests~~$0.

~~The~~Deferred ~~financial~~Income ~~statements~~Taxes ~~shall include disclosures of material related party transactions, other than compensation arrangements, expense allowances,~~ and ~~other~~Valuation similar items in the ordinary course of business. However, disclosure of transactions that are eliminated in the preparation of consolidated or combined financial statements is not required in those statements. The disclosures shall include: a) the nature of the relationship(s) involved; b) a description of the transactions, including transactions to which no amounts or nominal amounts were ascribed, for each of the periods for which income statements are presented, and such other information deemed necessary to an understanding of the effects of the transactions on the financial statements; c) the dollar amounts of transactions for each of the periods for which income statements are presented and the effects of any change in the method of establishing the terms from that used in the preceding period; and d) mounts due from or to related parties as of the date of each balance sheet presented and, if not otherwise apparent, the terms and manner of settlement.Allowance

~~Commitments~~The Company accounts for income taxes under ASC 740 Income Taxes. Under the asset and ~~Contingencies~~liability method of ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period the enactment occurs. A valuation allowance is provided for certain deferred tax assets if it is more likely than not that the Company will not realize tax assets through future operations. No deferred tax assets or liabilities were recognized at June 30, 2013 or March 31, 2013.

~~The~~Earnings ~~Company~~(Loss) ~~follows~~Per ~~subtopic~~Share 450-20 of the FASB Accounting Standards Codification to report accounting for contingencies. Certain conditions may exist as of the date the consolidated financial statements are issued, which may result in a loss to the Company but which will only be resolved when one or more future events occur or fail to occur. The Company assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or unasserted claims that may result in such proceedings, the Company evaluates the perceived merits of any legal proceedings or unasserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein.

IfBasic ~~the~~loss ~~assessment~~per ofshare ais ~~contingency~~computed ~~indicates~~in ~~that~~accordance itwith isASC ~~probable~~Topic ~~that~~260, aEarnings ~~material~~per ~~loss~~Share, ~~has~~by ~~been~~dividing ~~incurred~~net ~~and~~loss ~~the~~attributable ~~amount~~to ofcommon stockholders by the ~~liability~~weighted ~~can~~average becommon ~~estimated,~~shares ~~then~~outstanding for the ~~estimated~~period. ~~liability~~Diluted ~~would~~loss beper ~~accrued~~share inis ~~the~~computed ~~Company’s~~giving ~~consolidated~~effect ~~financial~~to ~~statements. If~~all ~~the~~potentially ~~assessment~~dilutive ~~indicates~~common ~~that~~shares. aPotentially ~~potentially~~dilutive ~~material~~common ~~loss~~shares ~~contingency~~may isconsist ~~not~~of ~~probable~~incremental ~~but~~shares isissuable ~~reasonably~~upon ~~possible,~~the orexercise isof ~~probable~~stock ~~but~~options ~~cannot~~and bewarrants ~~estimated,~~and ~~then~~ the ~~nature~~conversion of ~~the~~notes ~~contingent~~payable ~~liability,~~to ~~and~~common anstock. ~~estimate~~In ofperiods ~~the~~in ~~range~~which ofa ~~possible~~net ~~losses~~loss has been incurred, ifall ~~determinable~~potentially dilutive common shares are considered antidilutive and ~~material,~~thus ~~would~~are beexcluded ~~disclosed~~from the calculation.

~~Loss~~At ~~contingencies~~June ~~considered remote are generally not disclosed unless they involve guarantees~~30, in2013 ~~which~~and ~~case the guarantees would be disclosed. Management does not believe~~2012, ~~based upon information available at this time, that these matters will have a material adverse effect on~~ the Company’s ~~consolidated~~had ~~financial~~potentially ~~position,~~dilutive ~~results~~common ofshares ~~operations~~in ~~or cash flows. However, there is no assurance that such matters will not materially and adversely affect~~ the ~~Company’s~~form ~~business, financial position, and results~~ of ~~operations or cash flows~~warrants.

~~Non-controlling~~Foreign ~~Interest~~Currency Translation

The ~~Company~~financial ~~follows~~statements ~~paragraph~~are ~~810-10-65-1~~presented ofin ~~the~~United ~~FASB~~States ~~Accounting~~dollars. In ~~Standards~~accordance ~~Codification~~with toASC ~~report~~830“Foreign ~~the~~Currency ~~non-controlling~~Translation”, ~~interest~~foreign indenominated ~~mineral~~monetary ~~properties,~~assets ~~its~~and ~~majority~~liabilities ~~owned~~are ~~subsidiary~~translated ininto ~~the~~United ~~statements~~States ofdollars ~~balance~~at ~~sheets~~rates ~~within~~of ~~the~~exchange ~~equity~~in ~~section,~~effect ~~separately~~at ~~from~~ the ~~Company’s~~balance ~~shareholders’~~sheet ~~equity~~date. Non-~~controlling~~monetary ~~interest~~items, ~~represents~~including ~~the non-controlling interest holder’s proportionate share of the~~ equity ~~of the Company’s majority-owned subsidiary~~, ~~Non-controlling~~are ~~interest~~translated isat ~~adjusted for~~ the ~~non-controlling~~historical ~~interest~~rate ~~holder’s proportionate share~~ of ~~the~~exchange. Revenues ~~earnings or losses~~ and ~~the~~expenses ~~non-controlling~~are ~~interest~~translated ~~continues~~at tothe beaverage ~~attributed~~rates ~~its share~~ of ~~losses~~exchange ~~even~~during ifthe ~~that attribution results in a deficit non-controlling interest balance~~year.

Revenue Recognition

The Company applies paragraph 605-10 of the FASB Accounting Standards Codification for revenue recognition. The Company recognizes revenue when it is realized or realizable and earned. The Company considers revenue realized or realizable and earned when all of the following criteria are met: (i) persuasive evidence of an arrangement exists, (ii) the product has been shipped or the services have been rendered to the customer, (iii) the sales price is fixed or determinable, and (iv) collectability is reasonably assured.

The Company will derive its revenue from sales contracts with customers with revenues being generated upon the shipment of mineral ores upon the Company commencing exploration operations. Persuasive evidence of an arrangement is demonstrated via invoice, product delivery is evidenced by warehouse shipping log as well as a signed bill of lading from the trucking company or third party carrier and title transfers upon shipment, based on free on board (“FOB”) warehouse; the sales price to the customer is fixed upon acceptance of the purchase order and there is no separate sales rebate, discount, or volume incentive.

F-11

Stock-based Compensation for Obtaining Employee Services

The Company accounts for its stock based compensation in which the Company obtains employee services in share-based payment transactions under the recognition and measurement principles of the fair value recognition provisions of section 718-10-30 of the FASB Accounting Standards Codification. Pursuant to paragraph 718-10-30-6 of the FASB Accounting Standards Codification, all transactions in which goods or services are the consideration received for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable. The measurement date used to determine the fair value of the equity instrument issued is the earlier of the date on which the performance is complete or the date on which it is probable that performance will occur. If the Company is a newly formed corporation or shares of the Company are thinly traded the use of share prices established in the Company’s most recent private placement memorandum (“PPM”), or weekly or monthly price observations would generally be more appropriate than the use of daily price observations as such shares could be artificially inflated due to a larger spread between the bid and asked quotes and lack of consistent trading in the market.

The fair value of share options and similar instruments is estimated on the date of grant using a Black-Scholes option-pricing valuation model. The ranges of assumptions for inputs are as follows:

· Expected term of share options and similar instruments: The expected life of options and similar instruments represents the period of time the option and/or warrant are expected to be outstanding. Pursuant to Paragraph 718-10-50-2(f) (2) (i) of the FASB Accounting Standards Codification the expected term of share options and similar instruments represents the period of time the options and similar instruments are expected to be outstanding taking into consideration of the contractual term of the instruments and employees’ expected exercise and post-vesting employment termination behavior into the fair value (or calculated value) of the instruments. Pursuant to paragraph 718-50-S99-1, it may be appropriate to use the simplified method, if (i) A company does not have sufficient historical exercise data to provide a reasonable basis upon which to estimate expected term due to the limited period of time its equity shares have been publicly traded; (ii) A company significantly changes the terms of its share option grants or the types of employees that receive share option grants such that its historical exercise data may no longer provide a reasonable basis upon which to estimate expected term; or (iii) A company has or expects to have significant structural changes in its business such that its historical exercise data may no longer provide a reasonable basis upon which to estimate expected term. The Company uses the simplified method to calculate expected term of share options and similar instruments as the company does not have sufficient historical exercise data to provide a reasonable basis upon which to estimate expected term. · Expected volatility of the entity’s shares and the method used to estimate it. Pursuant to ASC Paragraph 718-10-50-2(f) (2) (ii) a thinly-traded or nonpublic entity that uses the calculated value method shall disclose the reasons why it is not practicable for the Company to estimate the expected volatility of its share price, the appropriate industry sector index that it has selected, the reasons for selecting that particular index, and how it has calculated historical volatility using that index. The Company uses the average historical volatility of the comparable companies over the expected contractual life of the share options or similar instruments as its expected volatility. If shares of a company are thinly traded the use of weekly or monthly price observations would generally be more appropriate than the use of daily price observations as the volatility calculation using daily observations for such shares could be artificially inflated due to a larger spread between the bid and asked quotes and lack of consistent trading in the market. · Expected annual rate of quarterly dividends. An entity that uses a method that employs different dividend rates during the contractual term shall disclose the range of expected dividends used and the weighted-average expected dividends. The expected dividend yield is based on the Company’s current dividend yield as the best estimate of projected dividend yield for periods within the expected term of the share options and similar instruments. · Risk-free rate(s). An entity that uses a method that employs different risk-free rates shall disclose the range of risk-free rates used. The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant for periods within the expected term of the share options and similar instruments.

The Company’s policy is to recognize compensation cost for awards with only service conditions and a graded vesting schedule on a straight-line basis over the requisite service period for the entire award.

Equity Instruments Issued to Parties Other Than Employees for Acquiring Goods or Services

The Company accounts for equity instruments issued to parties other than employees for acquiring goods or services under guidance of Sub-topic 505-50 of the FASB Accounting Standards Codification (“Sub-topic 505-50”).

Pursuant to ASC Section 505-50-30, all transactions in which goods or services are the consideration received for the

F-12

issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable. The measurement date used to determine the fair value of the equity instrument issued is the earlier of the date on which the performance is complete or the date on which it is probable that performance will occur. If the Company is a newly formed corporation or shares of the Company are thinly traded the use of share prices established in the Company’s most recent private placement memorandum (“PPM”), or weekly or monthly price observations would generally be more appropriate than the use of daily price observations as such shares could be artificially inflated due to a larger spread between the bid and asked quotes and lack of consistent trading in the market.

The fair value of share options and similar instruments is estimated on the date of grant using a Black-Scholes option-pricing valuation model. The ranges of assumptions for inputs are as follows:

· Expected term of share options and similar instruments: Pursuant to Paragraph 718-10-50-2(f) (2) (i) of the FASB Accounting Standards Codification the expected term of share options and similar instruments represents the period of time the options and similar instruments are expected to be outstanding taking into consideration of the contractual term of the instruments and holder’s expected exercise behavior into the fair value (or calculated value) of the instruments. The Company uses historical data to estimate holder’s expected exercise behavior. If the Company is a newly formed corporation or shares of the Company are thinly traded the contractual term of the share options and similar instruments is used as the expected term of share options and similar instruments as the Company does not have sufficient historical exercise data to provide a reasonable basis upon which to estimate expected term. · Expected volatility of the entity’s shares and the method used to estimate it. Pursuant to ASC Paragraph 718-10-50-2(f) (2) (ii) a thinly-traded or nonpublic entity that uses the calculated value method shall disclose the reasons why it is not practicable for the Company to estimate the expected volatility of its share price, the appropriate industry sector index that it has selected, the reasons for selecting that particular index, and how it has calculated historical volatility using that index. The Company uses the average historical volatility of the comparable companies over the expected contractual life of the share options or similar instruments as its expected volatility. If shares of a company are thinly traded the use of weekly or monthly price observations would generally be more appropriate than the use of daily price observations as the volatility calculation using daily observations for such shares could be artificially inflated due to a larger spread between the bid and asked quotes and lack of consistent trading in the market. · Expected annual rate of quarterly dividends. An entity that uses a method that employs different dividend rates during the contractual term shall disclose the range of expected dividends used and the weighted-average expected dividends. The expected dividend yield is based on the Company’s current dividend yield as the best estimate of projected dividend yield for periods within the expected term of the share options and similar instruments. · Risk-free rate(s). An entity that uses a method that employs different risk-free rates shall disclose the range of risk-free rates used. The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant for periods within the expected term of the share options and similar instruments.

Pursuant to ASC paragraph 505-50-25-7, if fully vested, non-forfeitable equity instruments are issued at the date the grantor and grantee enter into an agreement for goods or services (no specific performance is required by the grantee to retain those equity instruments), then, because of the elimination of any obligation on the part of the counterparty to earn the equity instruments, a measurement date has been reached. A grantor shall recognize the equity instruments when they are issued (in most cases, when the agreement is entered into). Whether the corresponding cost is an immediate expense or a prepaid asset (or whether the debit should be characterized as contra-equity under the requirements of paragraph 505-50-45-1) depends on the specific facts and circumstances. Pursuant to ASC paragraph 505-50-45-1, a grantor may conclude that an asset (other than a note or a receivable) has been received in return for fully vested, non-forfeitable equity instruments that are issued at the date the grantor and grantee enter into an agreement for goods or services (and no specific performance is required by the grantee in order to retain those equity instruments). Such an asset shall not be displayed as contra-equity by the grantor of the equity instruments. The transferability (or lack thereof) of the equity instruments shall not affect the balance sheet display of the asset. This guidance is limited to transactions in which equity instruments are transferred to other than employees in exchange for goods or services. Section 505-50-30 provides guidance on the determination of the measurement date for transactions that are within the scope of this Subtopic.

Pursuant to Paragraphs 505-50-25-8 and 505-50-25-9, an entity may grant fully vested, non-forfeitable equity instruments that are exercisable by the grantee only after a specified period of time if the terms of the agreement provide for earlier exercisability if the grantee achieves specified performance conditions. Any measured cost of the transaction shall be recognized in the same period(s) and in the same manner as if the entity had paid cash for the goods or services or used cash rebates as a sales discount instead of paying with, or using, the equity instruments. A recognized asset, expense, or sales discount shall not be reversed if a stock option that the counterparty has the right to exercise expires unexercised.

F-13

Pursuant to ASC paragraph 505-50-30-S99-1, if the Company receives a right to receive future services in exchange for unvested, forfeitable equity instruments, those equity instruments are treated as unissued for accounting purposes until the future services are received (that is, the instruments are not considered issued until they vest). Consequently, there would be no recognition at the measurement date and no entry should be recorded.

Income Tax Provision

The Company was a Subchapter S corporation, until March 5, 2009 during which time the Company was treated as a pass through entity for federal income tax purposes. Under Subchapter S of the Internal Revenue Code stockholders of an S corporation are taxed separately on their distributive share of the S corporation’s income whether or not that income is actually distributed.

Effective March 6, 2009, the Company follows paragraph 740-10-30-2 of the FASB Accounting Standards Codification, which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax assets and liabilities are based on the differences between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is more likely than not that the assets will not be realized. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the Statements of Operations in the period that includes the enactment date.

The Company adopted the provisions of paragraph 740-10-25-13 of the FASB Accounting Standards Codification. Paragraph 740-10-25-13.addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under paragraph 740-10-25-13, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent (50%) likelihood of being realized upon ultimate settlement. Paragraph 740-10-25-13 also provides guidance on de-recognition, classification, interest and penalties on income taxes, accounting in interim periods and requires increased disclosures. The Company had no material adjustments to its liabilities for unrecognized income tax benefits according to the provisions of paragraph 740-10-25-13.

The estimated future tax effects of temporary differences between the tax basis of assets and liabilities are reported in the accompanying consolidated balance sheets, as well as tax credit carry-backs and carry-forwards. The Company periodically reviews the recoverability of deferred tax assets recorded on its consolidated balance sheets and provides valuation allowances as management deems necessary.

Management makes judgments as to the interpretation of the tax laws that might be challenged upon an audit and cause changes to previous estimates of tax liability. In addition, the Company operates within multiple taxing jurisdictions and is subject to audit in these jurisdictions. In management’s opinion, adequate provisions for income taxes have been made for all years. If actual taxable income by tax jurisdiction varies from estimates, additional allowances or reversals of reserves may be necessary.

Uncertain Tax Positions

The Company did not take any uncertain tax positions and had no adjustments to its income tax liabilities or benefits pursuant to the provisions of Section 740-10-25 for the interim period December 31, 2012 and 2011.

Limitation on Utilization of NOLs due to Change in Control

Pursuant to the Internal Revenue Code Section 382 (“Section 382”), certain ownership changes may subject the NOL’s to annual limitations which could reduce or defer the NOL. Section 382 imposes limitations on a corporation’s ability to utilize NOLs if it experiences an “ownership change.” In general terms, an ownership change may result from transactions increasing the ownership of certain stockholders in the stock of a corporation by more than 50 percentage points over a three-year period. In the event of an ownership change, utilization of the NOLs would be subject to an annual limitation under Section 382 determined by multiplying the value of its stock at the time of the ownership change by the applicable long-term tax-exempt rate. Any unused annual limitation may be carried over to later years. The imposition of this limitation on its ability to use the NOLs to offset future taxable income could cause the Company to pay U.S. federal income taxes earlier than if such limitation were not in effect and could cause such NOLs to expire unused, reducing or eliminating the benefit of such NOLs.

F-14

Net Income (Loss) per Common Share

Net income (loss) per common share is computed pursuant to section 260-10-45 of the FASB Accounting Standards Codification. Basic net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. Diluted net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock and potentially outstanding shares of common stock during the period to reflect the potential dilution that could occur from common shares issuable through contingent shares issuance arrangement, stock options or warrants.

The following table shows the potentially outstanding dilutive common shares excluded from the diluted net loss per share calculation for the fiscal year ended December 31, 2012 and 2011 as they were anti-dilutive:

	Potentially Outstanding Dilutive Common Shares
	For the Interim Period		For the Interim Period
	Ended		Ended
	December 31, 2012		December 31, 2011
Contingent shares
2,000,000 contingent shares of the Company’s common stock issuable provided that mining operations on the property result in the discovery of 1,000,000 ounces of gold and requires the Company to expend at least $300,000 in exploration and mine development work on the property over three (3) years commencing with the closing under the Alaska mineral property purchase Agreement (“PPA”) entered into on April 5, 2011.		2,000,000		2,000,000
1,500,000 contingent shares of the Company’s common stock issuable provided that mining operations on the property result in the discovery of 1,000,000 ounces of gold or 10,000,000 ounces of silver and requires the Company to pay a 5% smelter’s royalty under the Arizona Asset Purchase Agreement No. 1 (“APAAR1”) entered into on July 18, 2011.		1,500,000		1,500,000
Total contingent shares		3,500,000		3,500,000
Warrants
Warrants issued on June 28, 2011 in connection with the Company’s equity financing inclusive of warrants to purchase 75,000 shares to the investor with an exercise price of $1.25 per share expiring three (3) years from date of issuance		75,000		75,000
(continued on next page)

F-15

(continued from previous page
Warrants issued between July 28, 2011 and September 9, 2011 in connection with the Company’s equity financing inclusive of warrants to purchase 712,500 shares to the investor with an exercise of $1.25 per share expiring three (3) years from date of issuance		712,500		712,500
Warrants issued between October 28, 2011 and November 12, 2011 in connection with the Company’s equity financing inclusive of warrants to purchase 222,222 shares to the investor with an exercise of $0.59 per share expiring three (3) years from date of issuance		666,666		666,666
Warrants issued on December 15, 2011 in connection with the Company’s equity financing inclusive of warrants to purchase 101,010 shares to the investor with an exercise of $1.29 per share expiring three (3) years from date of issuance		101,010		101,010
Warrants issued on February 7 and 8, 2012 in connection with the Company’s equity financing inclusive of warrants to purchase 555,556 shares to the investor with an exercise of $0.59 per share expiring three (3) years from date of issuance		555,556		-
Warrants issued on March 21, 2012 in connection with the Company’s equity financing inclusive of warrants to purchase 111,111 shares to the investor with an exercise of $0.59 per share expiring three (3) years from date of issuance		111,111		-
Warrants issued on April 23, 2012 in connection with the Company’s equity financing inclusive of warrants to purchase 222,222 shares to the investor with an exercise of $0.59 per share expiring three (3) years from date of issuance		222,222
Warrants issued on May 18, 2012 in connection with the Company’s equity financing inclusive of warrants to purchase 166,667 shares to the investor with an exercise of $0.59 per share expiring three (3) years from date of issuance		166,667
Warrants issued on June 5, 11, and 25, 2012 in connection with the Company’s equity financing inclusive of warrants to purchase 555,555 shares to the investor with an exercise of $0.59 per share expiring three (3) years from date of issuance		555,555
Warrants issued on August 1 and September 26, 2012 in connection with the Company’s equity financing inclusive of warrants to purchase 277,778 shares to the investor with an exercise of $0.59 per share expiring three (3) years from date of issuance		277,778
Warrants issued on November 14 and 15, 2012 in connection with the Company’s equity financing inclusive of warrants to purchase 222,222 shares to the investor with an exercise of $0.59 per share expiring three (3) years from date of issuance		222,222
Total warrants	3,666,287		1,555,716
Total potentially outstanding dilutive common shares		7,166,287		5,055,716

F-16

Cash Flows Reporting

The Company adopted paragraph 230-10-45-24 of the FASB Accounting Standards Codification for cash flows reporting, classifies cash receipts and payments according to whether they stem from operating, investing, or financing activities and provides definitions of each category, and uses the indirect or reconciliation method (“Indirect method”) as defined by paragraph 230-10-45-25 of the FASB Accounting Standards Codification to report net cash flow from operating activities by adjusting net income to reconcile it to net cash flow from operating activities by removing the effects of (a) all deferrals of past operating cash receipts and payments and all accruals of expected future operating cash receipts and payments and (b) all items that are included in net income that do not affect operating cash receipts and payments. The Company reports the reporting currency equivalent of foreign currency cash flows, using the current exchange rate at the time of the cash flows and the effect of exchange rate changes on cash held in foreign currencies is reported as a separate item in the reconciliation of beginning and ending balances of cash and cash equivalents and separately provides information about investing and financing activities not resulting in cash receipts or payments in the period pursuant to paragraph 830-230-45-1 of the FASB Accounting Standards Codification.

Subsequent Events

The Company follows the guidance in Section 855-10-50 of the FASB Accounting Standards Codification for the disclosure of subsequent events. The Company will evaluate subsequent events through the date when the financial statements were issued. Pursuant to ASU 2010-09 of the FASB Accounting Standards Codification, the Company as an SEC filer considers its financial statements issued when they are widely distributed to users, such as through filing them on EDGAR.

Recently Issued Accounting Pronouncements

~~The~~Except ~~Company~~for ~~has~~rules ~~adopted~~and ~~all~~interpretive ~~recently~~releases ~~issued accounting pronouncements. The adoption~~ of the ~~accounting~~SEC ~~pronouncements,~~under ~~including~~authority ~~those~~of ~~not~~federal ~~yet~~securities ~~effective,~~laws isand ~~not anticipated to have~~ a ~~material~~limited ~~effect~~number ~~on the financial position or results~~ of ~~operations~~grandfathered ~~of the Company. From time to time~~standards, ~~new accounting pronouncements are issued by~~ the FASB orAccounting ~~other~~Standards ~~standard~~Codification™ ~~setting~~(“ASC”) ~~bodies~~is ~~that are adopted by~~ the ~~Company~~sole assource of ~~the~~authoritative ~~specified~~GAAP ~~effective~~literature ~~date.~~recognized ~~Unless~~by ~~otherwise~~the ~~discussed,~~FASB weand ~~believe~~applicable ~~that~~to the ~~impact of recently issued standards that are not yet effective will not have a material impact on our financial position or results of operations upon adoption~~Company.

We have reviewed the FASB issued Accounting Standards Update (“ASU”) accounting pronouncements and interpretations thereof that have effectiveness dates during the periods reported and in future periods. The Company has carefully considered the new pronouncements that alter previous generally accepted accounting principles and does not believe that any new or modified principles will have a material impact on the corporation’s reported financial position or operations in the near term. The applicability of any standard is subject to the formal review of our financial management and certain standards are under consideration.

Note 3 – Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates continuity of operations, realization of assets, and liquidation of liabilities in the normal course of business.

As reflected in the accompanying financial statements, the Company had a deficit accumulated during the exploration state at ~~December~~June 3130, ~~2012~~2013 of $1,397,514, a net loss ~~and~~of $59,807, net cash used in operating activities, ~~for~~of ~~the~~$70,751, ~~interim~~and ~~period~~a ~~ended~~$ 659,825 working capital deficiency. These factors raise substantial doubt about the Company’s ability to continue as a going concern.

While the Company is attempting to commence explorations and generate sufficient revenues, the Company’s cash position may not be sufficient enough to support the Company’s daily operations. Management intends to raise additional funds by way of a public or private offering. Management believes that the actions presently being taken to further implement its business plan and generate sufficient revenues provide the opportunity for the Company to continue as a going concern. While the Company believes in the viability of its strategy to commence explorations and generate sufficient revenues and in its ability to raise additional funds, there can be no assurances to that effect. The ability of the Company to continue as a going concern is dependent upon the Company’s ability to further implement its business plan and generate sufficient revenues.

F-11

The financial statements do not include any adjustments related to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

Note 4 – ~~Mineral Properties~~Website

~~Acquisition~~Website and ~~Termination~~accumulated ofamortization ~~Alaska~~are ~~Property~~as follows:

Acquisition Alaska Mineral Property Purchase Agreement


	June 30,
	2013		2012
Fixed assets:
Website costs	$	27,765	$	-
Less: Accumulated amortization		-		-
Total website	$	27,765	$	-

OnAmortization ~~April~~expense 5,is ~~2011,~~computed using the ~~Company~~straight-line ~~entered~~method ~~into~~over aseven ~~Property~~years. Amortization ~~Purchase~~for ~~Agreement~~the ~~(“PPA”)~~quarter ~~with~~ended ~~Precious~~June ~~Metals Exploration Corp.~~30, an2013 ~~unaffiliated~~was ~~seller~~$0 ~~with~~as ~~offices in Sweden (~~the ~~“Seller”),~~website tois ~~acquire~~still anin ~~undivided~~the ~~60%~~application ~~right title~~ and ~~interest~~infrastructure indevelopment ~~certain~~stage. ~~mining~~Amortization ~~claims~~expense ~~in Alaska in exchange~~ for ~~(1) 2,000,000 shares of~~ the ~~Company’s~~periods ~~common~~ended ~~stock~~June ~~to be issued as follows: (i) 500~~30,~~000~~ ~~shares~~2013 atand ~~the~~2012 ~~closing;~~was ~~(ii)~~$0 anand ~~additional 500~~$0,~~000~~ ~~shares on each of the first business day following the six month, twelve month and 18 month~~ respectively.

~~F-17~~Note 5 – Mineral Properties

~~anniversary of the closing date; and (2) the retention by the Seller of a 5% Net Smelter Royalty, as defined in the PPA.~~ The ~~PPA~~carrying ~~agreement~~amount ~~further provides for the issuance to the Seller~~ of aneach ~~additional~~mineral ~~2,000,000~~property ~~shares~~and of the ~~Company’s~~respective ~~common~~mineral ~~stock if mining operations on the~~ property ~~result~~payable inbalances ~~the~~are ~~discovery~~presented ofbelow ~~1,000,000~~as ~~ounces~~ of ~~gold~~June ~~and requires the Company to expend at least $300~~30,~~000~~ in2013: ~~exploration and mine development work on the property over three (3) years commencing with the closing under the PPA.~~

The Company valued the 2,000,000 common shares, the consideration given for the purchase at par, or $200 in aggregate.


	Date of Original Purchase		Carrying Amount at June 30, 2013			Current Portion of Mineral Properties Payable			Long Term Portion of Mineral Properties Payable		Total Mineral Property Payable
Alaska		4/11/2005		$	-		$	-	$	-		$	-

Arizona – APA #1		7/18/2011		$	600,050		$	-	$	-		$	-

Arizona- APA #2		7/18/2011			684,022			543,302		-			543,302

Alaska - Endurance		4/20/2012			85,000			40,000		30,000			70,000

Balance, June 30, 2013		-		$	1,369,072		$	583,302	$	30,000		$	613,302

~~The~~There ~~claims~~were ~~consist~~no ofexploration ~~three~~costs ~~separate~~capitalized ~~blocks~~or ~~that~~expended ~~are~~during ~~partially contiguous and located 2.5 miles west of~~ the ~~Pogo~~period ~~3.6~~ended ~~million~~June ~~ounce~~30, ~~Pogo~~2013 ~~deposit;~~for ~~the~~any ~~Indian claims (2 square miles – 32 state claims); the Aurora claims (1 square mile – 4 MTRSC state claims; conversions in- progress by the Alaska Division~~ of ~~Natural Resources): and~~ the ~~Rainbow~~mineral claims (1 square mile – 4 MTRSC state claims). All claims are located on State of Alaska lands and are currently active and in good standing. The Rainbow, Indian and Aurora claims are collectively referred to as the RAI properties.

~~The~~Note ~~claims~~6 ~~are~~– ~~situated~~Related 80Party air miles southeast of Fairbanks and 2.5 miles west of Teck-Cominco’s Pogo gold deposit in the Goodpaster Mining District of east central Alaska. Each claim block consists of active State of Alaska mining claims located in the Big Delta B-2 and B-3 1:63,360 Quadrangles. Limited prospecting has found elevated gold and trace elements in a sporadic suite of rock and soil samples on the properties. Quartz vein float samples with up to 2.4 g/t gold and anomalous arsenic and bismuth are found from prospected slopes less than 3 miles from the Pogo mine, on trend to the east.Transactions

The Company expended $150,890 in exploration and mine development work for the period from April 4, 2011 (date of acquisition) through December 31, 2012 towards the $300,000 in exploration and mine development work on the property over the three (3) year period as required under the PPA.

Termination of Alaska Mineral Property Purchase Agreement

On June 26, 2012, the Registrant entered into an termination agreement (the Termination Agreement”) with Precious Metals Exploration Corp., an unaffiliated entity with offices in Sweden (the “Contra Party”) of a Property Purchase Agreement, for the purchase of an undivided 60% right title and interest in certain mining claims in the State of Alaska.

Under the Termination Agreement, the Contra Party is returning to the Registrant the 1,000,000 shares that were issued to it and the Registrant is relieved from all further obligations under the PPA. The Registrant had expended $158,890 in exploration costs under the PPA which will not be recovered. The termination Agreement provides for a release of each party.

At the time of the PPA, Management believed these to be promising prospects, but has since determined that other prospects the Registrant owns in Alaska are more promising.

Arizona Mineral Properties

On July 18, 2011, the Company entered into an Asset Purchase Agreement (“APAAR1”) with Precious Metals Exploration Corp., (the “Seller”), to acquire a 100% interest in 2 patented claims, 6 federal claims and 25 prospects comprising 660 acres near Kingman, Arizona. Total consideration includes (1) $600,000 in cash payable in installments as follows: (i) $200,000 within one (1) month of the closing of agreement; (ii) $200,000 within four (4) months of the closing of the agreement; (iii) $200,000 within seven months (7) months of the closing of the agreement; (2) 500,000 shares of the Company’s common stock; and (3) a 5% smelter’s royalty. The APAAR1 further provides for the issuance to the Seller of an additional 1,500,000 shares of the Company’s common stock if mining operations on the property result in the discovery of 1,000,000 ounces of gold or 10,000,000 ounces of silver. The Seller will have the option to appoint an individual to serve on the Company’s advisory board for one (1) year and shall be compensated for the services at the end of the year for One Hundred Thousand (100,000) shares of common stock.

The Company sold 712,500 shares of its common shares for cash at $0.80 per share during the quarterly period ended September 30, 2011, however the management of the Company valued the 500,000 common shares, the consideration given for the purchase at par, or $50 in aggregate due to the fact that the Company did not obtain an independent third party valuation for the mineral properties acquired.

The “Property” is defined as follows: A) Fountain Head – patented (a lode mining claim in the Walapai Mining District, being shown on Mineral Survey No. 1942, as filed in the Bureau of land Management, and as granted by Patent recorded in Book 16 Of Deeds, page 524; situate in section 4, Township 22 North, Range 17 West of the Gila and Salt River Base and Meridian, Mohave County, Arizona.) B) Eagle – patented (a lode mining claim in the Walapai Mining District, being shown on Mineral Survey No. 1943, as filed in the Bureau of land Management, and as granted by Patent recorded in Book 16 Of Deeds, page 527; situate in section 4, Township 22 North, Range 17 West of the Gila and Salt River Base and Meridian, Mohave County, Arizona.). Plus 6 federal claims are located in town ship 22 North, Range 17 west of the Gila and Salt River Base and Meridian, as follows: C) Golden Wonder –

F-18

federal D) Holy Smoke – federal E) High Grade Vein – federal F) Bluebell – federal G) Bluebell Extension – federal H) Golden Legion – federal. Plus 25 Prospects each representing 20 acres adjacent to the claims outlined above.

The Company paid off the entire $600,000 in installments for the period from July 18, 2011 (date of acquisition) through March 31, 2012. On October 17, 2011, the Company appointed an Advisory Board member for one (1) year, compensated with 100,000 common shares of the Company at the end of the year of service. As of March 31, 2012, 50,000 shares were granted to the advisor and the shares were valued at $0.45 per share or $22,500.

On July 18, 2011, the Company entered into a third Asset Purchase Agreement (“APAAR2”) with Precious Metals Exploration Corp., (the “Seller”), to acquire a 100% interest in 2 patented claims and 5 federal claims comprising roughly 134 acres in Mohave County, Arizona. The total consideration includes (1) $674,022 in cash payable in installments as follows: (i) a cash payment of $4,188.44 within seven (7) days of closing; (ii) an equal monthly cash payment of $4,188.44 every one (1) month for a further seventeen (17) months, ending in December 2012; (iii) a final cash payment of $598,630, due on the nineteenth (19th) month following the closing date, being January 2013; (2) 10% net smelter returns (NSR) royalty on the gross mineral production from the Assets until such time as it no longer owns or operates the Assets. After the full balance is paid, the NSR will reduce to 5% from that day forward.

The “Property” is defined as follows: A) Alta Patented lode Mining Claim, Parcel No.330-02-009 and the Sirius Patented Mining Claim, Parcel No. 330 02 011 both shown on Mineral Survey MS 2854A, located in Section 4, Range 17W, Township 22N of the Gila and Salt River Base and Meridian, composed of 18 and 16 acres respectively, together with all buildings, tunnels, and shafts and other improvements thereon, and all rents, issues and profits thereof. B) 5 Federal Mining Claims recorded as Copper & Gold, Copper & Gold No.1, Rico I, Rico II, and Rico III, consisting of approx. 20 acres each, located in Sec. 29 & 30, of Mohave County, T23N R17W, G.&S.R.B.&M recorded as FEE# 2010070725- 2010070729 respectively.

As of December 31, 2012, the balance due was $607,007 under the APAAR2 agreement.

Acquisition of Alaska Mineral Property

Entry into Option Letter Agreement

On April 20, 2012, the Company executed a letter agreement (the “Option Letter”) with Endurance Gold Corporation and Endurance Resources (collectively “Endurance”) with respect to the Company acquiring a conditional option to acquire a 60% joint venture interest in 14 State of Alaska mineral claims consisting of a total of approximately 2,218 acres and numbered ADL703865 through ADL703878 inclusive in the Livengood Area of Alaska (the “Claims”). The Option Letter requires the Company to expend at least $600,000 on the Claims prior to December 31, 2014, with $150,000 to be spent in calendar year 2012. In addition the Company is required to pay $85,000 to Endurance in installments through December 31, 2014. The parties executed a formal option agreement by June 30, 2012 and the Company made initial option payment of $15,000 and expended $8,000 in exploration expenditures as per clause 7 of the letter agreement.

The Company expended $203,800 in exploration and mine development work for the period from April 20, 2012 (date of option agreement) through December 31, 2012.

Note 5 – Related Party Transactions

Advances from Stockholders and Former Stockholders

From time to time, stockholders of the Company advance funds to the Company for working capital purpose. Those advances are unsecured, non-interest bearing and due on demand.

Advances from stockholders and former stockholders at December 31, 2012 and March 31, 2012 consisted of the following:


	June 30, 2013		March 31, 2013

Advances from major stockholder and officer	$	28,356	$	28,356

	$	28,356	$	28,356

	December 31, 2012		March 31, 2012
Advances from major stockholder and officer	$	28,356	$	28,356
	$	28,356	$	28,356

F-12

~~The~~Note ~~major~~7 ~~stockholder~~– ~~and~~Stockholders’ ~~officer advanced $28,356 to the Company and no repayment has been made for the period from April 5, 2011~~ (~~date of change in control~~Deficit) ~~through December 31, 2012.~~

F-19

Note 6 – Stockholders’ Equity (Deficit)

Shares Authorized

Upon formation the total number of shares of all classes of stock which the Company is authorized to issue is One Hundred and Five Million (105,000,000) shares of which Five Million (5,000,000) shares shall be Preferred Stock, par value $.0001 per share, and One Hundred Million (100,000,000) shares shall be Common Stock, par value $.0001 per share.

On April 28, 2011, the Company filed a Certificate of Amendment of Certificate of Incorporation, and increased its total number of shares of all classes of stock which the Company is authorized to issue to Two Hundred Fifty Five Million (255,000,000) shares inclusive of Five Million (5,000,000) shares of Preferred Stock, par value $.0001 per share, and Two Hundred Fifty Million (250,000,000) shares of Common Stock, par value $.0001 per share.

Common Stock

On June 28, 2011, the Company issued to an individual 75,000 Units (each unit being comprised of one share of the Company’s common stock and a warrant exercisable over a three year period for 75,000 shares of common stock exercisable at $1.25 per share). The Units were sold at $.80 per Unit for an aggregate of $60,000.

For the period from July 28, 2011 through September 9, 2011, the Company issued to a foreign institutional investor a total of 712,500 Units consisting of (i) one share of the Company’s common stock and (ii) a warrant to purchase one share of the Company’s common stock exercisable at $1.25 per share expiring three (3) years from the date of issuance. The Units were sold at $.80 per Unit for an aggregate of $570,000.

On August 10, 2011, Lynn Harrison, President, CEO and principal shareholder of the Company, surrendered 40,000,000 shares of common stock.

On June 18, 2012, the Company entered into an agreement to repurchase 250,000 of its shares from an unaffiliated party for

$0.40 per share for a total of $100,000. These shares were subsequently retired.

On June 26, 2012, under the Termination Agreement of the Alaska mineral property purchase agreement, the Contra Party is returning to the Registrant the 1,500,000 shares that were issued to it and the Registrant is relieved from all further obligations under the PPA

During the ~~nine~~period ~~months~~ ended December 31, 2012, the Company issued 275,000 shares of common stock for services valued at $107,125.

Stock Payable

During the three months ended June 2013, the company recorded $ 68,700 in common stock payable for future issuance of 152,667 common shares for $68,700 in cash.” As of March 31, 2013, the Company recorded $21,300 in common stock payable for future issuance of 47.333 common shares for $21,300 in cash. As of this filing, the shares have not been issued. The share stock payable relates to and is in accordance with our equity financing agreement with American Gold Holdings, Ltd. (“AGH”).

Equity Financing Agreement

On October 11, 2011, the Company executed a Share Issuance Agreement with American Gold Holdings, Ltd. (“AGH”) that allows the Company to issue its equity in Units with each unit comprised of one share of common stock and a warrant to purchase one share of common stock. The issue price of the Unit will be the greater of $0.45 or 90% of the volume weighted average of the closing price of common stock, for the five (5) banking days immediately preceding the date of the notice, as quoted on OTC markets, or other source of stock quotes as agreed to by both parties. The exercise price of the Warrants will be 130% of the price of the Unit and the term of the Warrants will be three (3) years from the date of issuance.

F-13

The Share Issuance Agreement commits AGH to make advances to the Company up to $ 15,000,000 in tranches of no more than $1,000,000 each and in multiples of $25,000 until October 11, 2013 (the completion date) or to be extended for an additional term of up to twelve (12) months at the option of the Company or AGH upon written notice on or before the completion date.

On October 28, 2011 and November 12, 2011, the Company issued Advance Notice to and received the funds from AGH of $100,000 and $200,000, respectively. The Company issued 222,222 and 444,444 Units consisting of (i) one share of the Company’s common stock and (ii) a warrant to purchase one share of the Company’s common stock exercisable at $130% of the price of the Unit per share expiring three (3) years from the date of issuance at $0.45 per Unit for the advances.

F-20

On December 15, 2011, the Company issued Advance Notice to and received the funds from AGH of $100,000. The Company issued 101,010 Units consisting of (i) one share of the Company’s common stock and (ii) a warrant to purchase one share of the Company’s common stock exercisable at $130% of the price of the Unit per share expiring three (3) years from the date of issuance at $0.99 per Unit for the advance.

On February 7, 2012 and February 8, 2012, the Company issued Advance Notices to and received the funds from AGH of $25,000 and $225,000, respectively. The Company issued 55,556 and 500,000 Units consisting of (i) one share of the Company’s common stock and (ii) a warrant to purchase one share of the Company’s common stock exercisable at $130% of the price of the Unit per share expiring three (3) years from the date of issuance at $0.45 per Unit for the advances.

On March 21, 2012, the Company issued Advance Notices to and received the funds from AGH of $50,000. The Company issued 111,111 Units consisting of (i) one share of the Company’s common stock and (ii) a warrant to purchase one share of the Company’s common stock exercisable at $130% of the price of the Unit per share expiring three (3) years from the date of issuance at $0.45 per Unit for the advances.

On April 23, 2012, the Company issued Advance Notices to and received the funds from AGH of $100,000. The Company issued 222,222 Units consisting of (i) one share of the Company’s common stock and (ii) a warrant to purchase one share of the Company’s common stock exercisable at $130% of the price of the Unit per share expiring three (3) years from the date of issuance at $0.45 per Unit for the advances.

On May 18, 2012, the Company issued Advance Notices to and received the funds from AGH of $75,000. The Company issued 166,667 Units consisting of (i) one share of the Company’s common stock and (ii) a warrant to purchase one share of the Company’s common stock exercisable at $130% of the price of the Unit per share expiring three (3) years from the date of issuance at $0.45 per Unit for the advances.

On June 5, 2012, the Company issued Advance Notices to and received the funds from AGH of $100,000. The Company issued 222,222 Units consisting of (i) one share of the Company’s common stock and (ii) a warrant to purchase one share of the Company’s common stock exercisable at $130% of the price of the Unit per share expiring three (3) years from the date of issuance at $0.45 per Unit for the advances.

On June 11, 2012, the Company issued Advance Notices to and received the funds from AGH of $100,000. The Company issued 222,222 Units consisting of (i) one share of the Company’s common stock and (ii) a warrant to purchase one share of the Company’s common stock exercisable at $130% of the price of the Unit per share expiring three (3) years from the date of issuance at

$0.45 per Unit for the advances.

On June 25, 2012, the Company issued Advance Notices to and received the funds from AGH of $50,000. The Company issued 111,111 Units consisting of (i) one share of the Company’s common stock and (ii) a warrant to purchase one share of the Company’s common stock exercisable at $130% of the price of the Unit per share expiring three (3) years from the date of issuance at $0.45 per Unit for the advances.

On August 1, 2012, the Company issued Advance Notices to and received the funds from AGH of $75,000. The Company issued 166,667 Units consisting of (i) one share of the Company’s common stock and (ii) a warrant to purchase one share of the Company’s common stock exercisable at $130% of the price of the Unit per share expiring three (3) years from the date of issuance at $0.45 per Unit for the advances.

On September 26, 2012, the Company issued Advance Notices to AGH for $50,000 which has been included in Stock Subscriptions Receivable. The Company issued 111,111 Units consisting of (i) one share of the Company’s common stock and (ii) a warrant to purchase one share of the Company’s common stock exercisable at $130% of the price of the Unit per share expiring three (3) years from the date of issuance at $0.45 per Unit for the advances.

F-14

On November 14 and 15, 2012, the Company issued Advance Notices to AGH for $75,000 and $25,000, respectively, which has been included in Stock Subscriptions Receivable. The Company issued a total of 222,222 Units consisting of (i) one share of the Company’s common stock and (ii) a warrant to purchase one share of the Company’s common stock exercisable at $130% of the price of the Unit per share expiring three (3) years from the date of issuance at $0.45 per Unit for the advances.

F-21

Warrants Issued in Connection with Sale of Common Shares

Description of Warrants

(i) Warrants Issued in June 28, 2011

In connection with the sale of 75,000 shares of its common stock at $0.80 per share or $60,000 in gross proceeds to one investor on June 28, 2011, the Company issued a warrant to purchase 75,000 shares of its common stock exercisable at $1.25 per share earned and exercisable upon issuance expiring three (3) year from the date of issuance.

The fair value of the warrant grant estimated on the date of grant uses the Black-Scholes Option-Pricing Model with the following assumptions:


Expected life (year)	3.00

Expected volatility (*)	55.91	%

Risk-free interest rate	0.75	%

Dividend yield	0.00	%

* As a thinly traded public entity it is not practicable for the Company to estimate the expected volatility of its share price. The Company selected five (5) comparable public traded goldmine companies to calculate the expected volatility. The reason for selecting comparable public traded goldmine companies is that the Company plans to engage in goldmine business. The Company calculated five (5) comparable public traded goldmine companies’ historical volatility over the expect life of the warrants and averaged the five (5) comparable public traded goldmine companies’ historical volatility as its expected volatility.

The Company allocated the gross proceeds of $60,000 between common stock and warrants based on their relative fair value, estimated on the date of grant, valued common stock and the warrant at $48,000 and $12,000, respectively, using the Black-Scholes Option-Pricing Model with the above assumptions.

(ii) Warrants Issued for the period from July 28, 2011 through September 9, 2011

For the period from July 28, 2011 through September 9, 2011, in connection with the sale of 712,500 shares of its common stock at $0.80 per share or $570,000 in gross proceeds to the investors, the Company issued warrants to purchase 712,500 shares of its common stock exercisable at $1.25 per share earned and exercisable upon issuance expiring three (3) years from the date of issuance.

The fair value of the warrant grant estimated on the date of grant uses the Black-Scholes Option-Pricing Model with the following assumptions:


Expected life (year)	3.00

Expected volatility (*)	49.48	%

Risk-free interest rate	0.33	%

Dividend yield	0.00	%

* As a thinly traded public entity it is not practicable for the Company to estimate the expected volatility of its share price. The Company selected five (5) comparable public traded goldmine companies to calculate the expected volatility. The reason for selecting comparable public traded goldmine companies is that the Company plans to engage in the goldmine business. The Company calculated five (5) comparable public traded goldmine companies’ historical volatility over the expect life of the warrants and averaged the five (5) comparable public traded goldmine companies’ historical volatility as its expected volatility.

F-15

The Company allocated the gross proceeds of $570,000 between common stock and warrants based on their relative fair value, estimated on the date of grant, valued common stock and the warrant at $475,000 and $95,000, respectively, using the Black-Scholes Option-Pricing Model with the above assumptions.

F-22

(iii) Warrants Issued for the period from October 28, 2011 through November 12, 2011

For the period from October 28, 2011 through November 12, 2011, the Company sold 666,666 Units consisting of (i) one share of the Company’s common stock and (ii) a warrant to purchase one share of the Company’s common stock exercisable at $130% of the price of the Unit per share expiring three (3) years from the date of issuance at $0.45 per Unit for the advances.

The fair value of the warrant grant estimated on the date of grant uses the Black-Scholes Option-Pricing Model with the following assumptions:


Expected life (year)	3.00

Expected volatility (*)	49.48	%

Risk-free interest rate	0.37	%

Dividend yield	0.00	%

* As a thinly traded public entity it is not practicable for the Company to estimate the expected volatility of its share price. The Company selected five (5) comparable public traded goldmine companies to calculate the expected volatility. The reason for selecting comparable public traded goldmine companies is that the Company plans to engage in the goldmine business. The Company calculated five (5) comparable public traded goldmine companies’ historical volatility over the expect life of the warrants and averaged the five (5) comparable public traded goldmine companies’ historical volatility as its expected volatility.

The Company allocated the gross proceeds of $300,000 between common stock and warrants based on their relative fair value, estimated on the date of grant, valued common stock and the warrant at $241,071 and $58,929, respectively, using the Black-Scholes Option-Pricing Model with the above assumptions.

(iv) Warrants Issued on December 15, 2011

On December 15, 2011, the Company sold 101,010 Units consisting of (i) one share of the Company’s common stock and (ii) a warrant to purchase one share of the Company’s common stock exercisable at $130% of the price of the Unit per share expiring three (3) years from the date of issuance at $0.99 per Unit for the advances.

The fair value of the warrant grant estimated on the date of grant uses the Black-Scholes Option-Pricing Model with the following assumptions:


Expected life (year)	3.00

Expected volatility (*)	43.21	%

Risk-free interest rate	0.37	%

Dividend yield	0.00	%

* As a thinly traded public entity it is not practicable for the Company to estimate the expected volatility of its share price. The Company selected five (5) comparable public traded goldmine companies to calculate the expected volatility. The reason for selecting comparable public traded goldmine companies is that the Company plans to engage in the goldmine business. The Company calculated five (5) comparable public traded goldmine companies’ historical volatility over the expect life of the warrants and averaged the five (5) comparable public traded goldmine companies’ historical volatility as its expected volatility.

The Company allocated the gross proceeds of $100,000 between common stock and warrants based on their relative fair value, estimated on the date of grant, valued common stock and the warrant at $82,500 and $17,500, respectively, using the Black-Scholes Option-Pricing Model with the above assumptions.

F-16

(v) Warrants Issued on February 7 and February 8, 2012

On December 15, 2011, the Company sold 555,556 Units consisting of (i) one share of the Company’s common stock and (ii) a warrant to purchase one share of the Company’s common stock exercisable at $130% of the price of the Unit per share expiring three (3) years from the date of issuance at $0.45 per Unit for the advances.

F-23

The fair value of the warrant grant estimated on the date of grant uses the Black-Scholes Option-Pricing Model with the following assumptions:


Expected life (year)	3.00

Expected volatility (*)	41.56	%

Risk-free interest rate	0.35	%

Dividend yield	0.00	%

* As a thinly traded public entity it is not practicable for the Company to estimate the expected volatility of its share price. The Company selected five (5) comparable public traded goldmine companies to calculate the expected volatility. The reason for selecting comparable public traded goldmine companies is that the Company plans to engage in the goldmine business. The Company calculated five (5) comparable public traded goldmine companies’ historical volatility over the expect life of the warrants and averaged the five (5) comparable public traded goldmine companies’ historical volatility as its expected volatility.

The Company allocated the gross proceeds of $250,000 between common stock and warrants based on their relative fair value, estimated on the date of grant, valued common stock and the warrant at $208,334 and $ 41,666 , respectively, using the Black-Scholes Option-Pricing Model with the above assumptions.

(vi) Warrants Issued on March 21, 2012

On March 21, 2011, the Company sold 111,111 Units consisting of (i) one share of the Company’s common stock and (ii) a warrant to purchase one share of the Company’s common stock exercisable at $130% of the price of the Unit per share expiring three (3) years from the date of issuance at $0.45 per Unit for the advances.

The fair value of the warrant grant estimated on the date of grant uses the Black-Scholes Option-Pricing Model with the following assumptions:


Expected life (year)	3.00

Expected volatility (*)	41.12	%

Risk-free interest rate	0.58	%

Dividend yield	0.00	%

* As a thinly traded public entity it is not practicable for the Company to estimate the expected volatility of its share price. The Company selected five (5) comparable public traded goldmine companies to calculate the expected volatility. The reason for selecting comparable public traded goldmine companies is that the Company plans to engage in the goldmine business. The Company calculated five (5) comparable public traded goldmine companies’ historical volatility over the expect life of the warrants and averaged the five (5) comparable public traded goldmine companies’ historical volatility as its expected volatility.

The Company allocated the gross proceeds of $50,000 between common stock and warrants based on their relative fair value, estimated on the date of grant, valued common stock and the warrant at $41,667 and $8,333, respectively, using the Black-Scholes Option-Pricing Model with the above assumptions.

(vii) Warrants Issued on April 23, 2012

On April 23, 2012, the Company sold 222,222 Units consisting of (i) one share of the Company’s common stock and (ii) a warrant to purchase one share of the Company’s common stock exercisable at $130% of the price of the Unit per share expiring three ~~(3) years from the date of issuance at $0.45 per Unit for the advances.~~

F-2417

(3) years from the date of issuance at $0.45 per Unit for the advances.

The fair value of the warrant grant estimated on the date of grant uses the Black-Scholes Option-Pricing Model with the following assumptions:


Expected life (year)	3.00

Expected volatility (*)	36.46	%

Risk-free interest rate	0.39	%

Dividend yield	0.00	%

* As a thinly traded public entity it is not practicable for the Company to estimate the expected volatility of its share price. The Company selected five (5) comparable public traded goldmine companies to calculate the expected volatility. The reason for selecting comparable public traded goldmine companies is that the Company plans to engage in the goldmine business. The Company calculated five (5) comparable public traded goldmine companies’ historical volatility over the expect life of the warrants and averaged the five (5) comparable public traded goldmine companies’ historical volatility as its expected volatility.

The Company allocated the gross proceeds of $100,000 between common stock and warrants based on their relative fair value, estimated on the date of grant, valued common stock and the warrant at $63,698 and $36,302, respectively, using the Black-Scholes Option-Pricing Model with the above assumptions.

(viii) Warrants Issued on May 18, 2012

On May 18, 2012, the Company sold 166,667 Units consisting of (i) one share of the Company’s common stock and (ii) a warrant to purchase one share of the Company’s common stock exercisable at $130% of the price of the Unit per share expiring three (3) years from the date of issuance at $0.45 per Unit for the advances.

The fair value of the warrant grant estimated on the date of grant uses the Black-Scholes Option-Pricing Model with the following assumptions:


Expected life (year)	3.00

Expected volatility (*)	31.17	%

Risk-free interest rate	0.42	%

Dividend yield	0.00	%

* As a thinly traded public entity it is not practicable for the Company to estimate the expected volatility of its share price. The Company selected five (5) comparable public traded goldmine companies to calculate the expected volatility. The reason for selecting comparable public traded goldmine companies is that the Company plans to engage in the goldmine business. The Company calculated five (5) comparable public traded goldmine companies’ historical volatility over the expect life of the warrants and averaged the five (5) comparable public traded goldmine companies’ historical volatility as its expected volatility.

The Company allocated the gross proceeds of $75,000 between common stock and warrants based on their relative fair value, estimated on the date of grant, valued common stock and the warrant at $46,920 and $28,080, respectively, using the Black-Scholes Option-Pricing Model with the above assumptions.

(viiii) Warrants Issued on June 5, 2012

On June 5, 2012, the Company sold 222,222 Units consisting of (i) one share of the Company’s common stock and (ii) a warrant to purchase one share of the Company’s common stock exercisable at $130% of the price of the Unit per share expiring three (3) years from the date of issuance at $0.45 per Unit for the advances.

F-25

The fair value of the warrant grant estimated on the date of grant uses the Black-Scholes Option-Pricing Model with the following assumptions:

F-18


Expected life (year)	3.00

Expected volatility (*)	35.90	%

Risk-free interest rate	0.34	%

Dividend yield	0.00	%

* As a thinly traded public entity it is not practicable for the Company to estimate the expected volatility of its share price. The Company selected five (5) comparable public traded goldmine companies to calculate the expected volatility. The reason for selecting comparable public traded goldmine companies is that the Company plans to engage in the goldmine business. The Company calculated five (5) comparable public traded goldmine companies’ historical volatility over the expect life of the warrants and averaged the five (5) comparable public traded goldmine companies’ historical volatility as its expected volatility.

The Company allocated the gross proceeds of $100,000 between common stock and warrants based on their relative fair value, estimated on the date of grant, valued common stock and the warrant at $65,804 and $34,196, respectively, using the Black-Scholes Option-Pricing Model with the above assumptions.

(x) Warrants Issued on June 11, 2012

On June 11, 2012, the Company sold 222,222 Units consisting of (i) one share of the Company’s common stock and (ii) a warrant to purchase one share of the Company’s common stock exercisable at $130% of the price of the Unit per share expiring three (3) years from the date of issuance at $0.45 per Unit for the advances.

The fair value of the warrant grant estimated on the date of grant uses the Black-Scholes Option-Pricing Model with the following assumptions:


Expected life (year)	3.00

Expected volatility (*)	35.92	%

Risk-free interest rate	0.37	%

Dividend yield	0.00	%

* As a thinly traded public entity it is not practicable for the Company to estimate the expected volatility of its share price. The Company selected five (5) comparable public traded goldmine companies to calculate the expected volatility. The reason for selecting comparable public traded goldmine companies is that the Company plans to engage in the goldmine business. The Company calculated five (5) comparable public traded goldmine companies’ historical volatility over the expect life of the warrants and averaged the five (5) comparable public traded goldmine companies’ historical volatility as its expected volatility.

The Company allocated the gross proceeds of $100,000 between common stock and warrants based on their relative fair value, estimated on the date of grant, valued common stock and the warrant at $65,530 and $35,470, respectively, using the Black-Scholes Option-Pricing Model with the above assumptions.

(xi) Warrants Issued on June 25, 2012

On June 25, 2012, the Company sold 111,111 Units consisting of (i) one share of the Company’s common stock and (ii) a warrant to purchase one share of the Company’s common stock exercisable at $130% of the price of the Unit per share expiring three (3) years from the date of issuance at $0.45 per Unit for the advances.

F-26

The fair value of the warrant grant estimated on the date of grant uses the Black-Scholes Option-Pricing Model with the following assumptions:

F-19


Expected life (year)	3.00

Expected volatility (*)	35.57	%

Risk-free interest rate	0.39	%

Dividend yield	0.00	%

* As a thinly traded public entity it is not practicable for the Company to estimate the expected volatility of its share price. The Company selected five (5) comparable public traded goldmine companies to calculate the expected volatility. The reason for selecting comparable public traded goldmine companies is that the Company plans to engage in the goldmine business. The Company calculated five (5) comparable public traded goldmine companies’ historical volatility over the expect life of the warrants and averaged the five (5) comparable public traded goldmine companies’ historical volatility as its expected volatility.

The Company allocated the gross proceeds of $50,000 between common stock and warrants based on their relative fair value, estimated on the date of grant, valued common stock and the warrant at $31,884 and $18,116, respectively, using the Black-Scholes Option-Pricing Model with the above assumptions.

(xii) Warrants Issued on August 1, 2012

On August 1, 2012, the Company sold 166,667 Units consisting of (i) one share of the Company’s common stock and (ii) a warrant to purchase one share of the Company’s common stock exercisable at $130% of the price of the Unit per share expiring three (3) years from the date of issuance at $0.45 per Unit for the advances.

The fair value of the warrant grant estimated on the date of grant uses the Black-Scholes Option-Pricing Model with the following assumptions:


Expected life (year)	3.00

Expected volatility (*)	35.26	%

Risk-free interest rate	0.32	%

Dividend yield	0.00	%

* As a thinly traded public entity it is not practicable for the Company to estimate the expected volatility of its share price. The Company selected five (5) comparable public traded goldmine companies to calculate the expected volatility. The reason for selecting comparable public traded goldmine companies is that the Company plans to engage in the goldmine business. The Company calculated five (5) comparable public traded goldmine companies’ historical volatility over the expect life of the warrants and averaged the five (5) comparable public traded goldmine companies’ historical volatility as its expected volatility.

The Company allocated the gross proceeds of $75,000 between common stock and warrants based on their relative fair value, estimated on the date of grant, valued common stock and the warrant at $57,811 and $17,189, respectively, using the Black-Scholes Option-Pricing Model with the above assumptions.

(xiii) Warrants Issued on September 26, 2012

On September 26, 2012, the Company sold 111,111 Units consisting of (i) one share of the Company’s common stock and (ii) a warrant to purchase one share of the Company’s common stock exercisable at $130% of the price of the Unit per share expiring three (3) years from the date of issuance at $0.45 per Unit for the advances.

F-27

The fair value of the warrant grant estimated on the date of grant uses the Black-Scholes Option-Pricing Model with the following assumptions:

F-20


Expected life (year)	3.00

Expected volatility (*)	34.60	%

Risk-free interest rate	0.34	%

Dividend yield	0.00	%

* As a thinly traded public entity it is not practicable for the Company to estimate the expected volatility of its share price. The Company selected five (5) comparable public traded goldmine companies to calculate the expected volatility. The reason for selecting comparable public traded goldmine companies is that the Company plans to engage in the goldmine business. The Company calculated five (5) comparable public traded goldmine companies’ historical volatility over the expect life of the warrants and averaged the five (5) comparable public traded goldmine companies’ historical volatility as its expected volatility.

The Company allocated the gross proceeds of $50,000 between common stock and warrants based on their relative fair value, estimated on the date of grant, valued common stock and the warrant at $33,832 and $16,168, respectively, using the Black-Scholes Option-Pricing Model with the above assumptions.

(xvi) Warrants Issued on November 14, 2012

On November 14, 2012, the Company sold 166,667 Units consisting of (i) one share of the Company’s common stock and (ii) a warrant to purchase one share of the Company’s common stock exercisable at $130% of the price of the Unit per share expiring three (3) years from the date of issuance at $0.45 per Unit for the advances.

The fair value of the warrant grant estimated on the date of grant uses the Black-Scholes Option-Pricing Model with the following assumptions:


Expected life (year)	3.00

Expected volatility (*)	34.04	%

Risk-free interest rate	0.33	%

Dividend yield	0.00	%

* As a thinly traded public entity it is not practicable for the Company to estimate the expected volatility of its share price. The Company selected five (5) comparable public traded goldmine companies to calculate the expected volatility. The reason for selecting comparable public traded goldmine companies is that the Company plans to engage in the goldmine business. The Company calculated five (5) comparable public traded goldmine companies’ historical volatility over the expect life of the warrants and averaged the five (5) comparable public traded goldmine companies’ historical volatility as its expected volatility.

The Company allocated the gross proceeds of $75,000 between common stock and warrants based on their relative fair value, estimated on the date of grant, valued common stock and the warrant at $54,178 and $20,822, respectively, using the Black-Scholes Option-Pricing Model with the above assumptions.

(xv) Warrants Issued on November 15, 2012

On November 15, 2012, the Company sold 55,555 Units consisting of (i) one share of the Company’s common stock and (ii) a warrant to purchase one share of the Company’s common stock exercisable at $130% of the price of the Unit per share expiring three (3) years from the date of issuance at $0.45 per Unit for the advances.

F-28

The fair value of the warrant grant estimated on the date of grant uses the Black-Scholes Option-Pricing Model with the following assumptions:

F-21


Expected life (year)	3.00

Expected volatility (*)	34.09	%

Risk-free interest rate	0.32	%

Dividend yield	0.00	%

* As a thinly traded public entity it is not practicable for the Company to estimate the expected volatility of its share price. The Company selected five (5) comparable public traded goldmine companies to calculate the expected volatility. The reason for selecting comparable public traded goldmine companies is that the Company plans to engage in the goldmine business. The Company calculated five (5) comparable public traded goldmine companies’ historical volatility over the expect life of the warrants and averaged the five (5) comparable public traded goldmine companies’ historical volatility as its expected volatility.

The Company allocated the gross proceeds of $25,000 between common stock and warrants based on their relative fair value, estimated on the date of grant, valued common stock and the warrant at $18,989 and $6,011, respectively, using the Black-Scholes Option-Pricing Model with the above assumptions

Exercise of Warrants

For the period ended ~~December~~June 3130, ~~2012~~2013, none of the warrants have been exercised.

Summary of Warrant Activities

The table below summarizes the Company’s non-derivative warrant activities through ~~December~~June 3130, ~~2012~~2013:

	Number of Warrant Shares			Exercise Price Range Per Share			Weighted Average Exercise Price			Fair Value at Date of Issuance		Aggregate Intrinsic Value
Balance, March 31, 2012		2,221,843			$	0.59 - 1.29		$	0.86	$	281,042		$	-
Granted		1,444,444			$	0.59		$	0.59	$	212,127		$	-
Canceled for cashless exercise		(-	)			--			-		-			-
Exercised (Cashless)		(-	)			-			-		-			-
Exercised		(-	)			-			-		-			-
Expired		-				-			-		-			-
Balance, December 31, 2012		3,666,287			$	0.59 - 1.29		$	0.76	$	493,169		$	-
Balance, June 30, 2013		3,666,287			$	0.59-1.29		$	0.76	$	493,169		$	-
Earned and exercisable, December 31, 2012		3,666,287			$	0.59 - 1.29		$	0.76	$	493,169		$	-
Earned and exercisable, June 30, 2013		3,666,287			$	0.59-1.29		$	0.76	$	493,169		$	-
Unvested, December 31, 2012		-			$	-		$	-	$	-		$	-
Unvested, June 30, 2013		-			$	-		$	-	$	-		$	-

~~F-29~~The following table summarizes information concerning outstanding and exercisable warrants as of June 30, 2013:

~~The following table summarizes information concerning outstanding and exercisable warrants as of December 31, 2012:~~F-22

	Warrants Outstanding						Warrants Exercisable
Range of Exercise Prices	Number Outstanding		Average Remaining Contractual Life (in years)		Weighted Average Exercise Price		Number Exercisable		Average Remaining Contractual Life (in years)		Weighted Average Exercise Price
$0.59 - 1.29		3,666,287		21.1262	$	0.75		3,666,287		21.1262	$	0.75

Note 78 – ~~Commitments~~Income ~~and~~Tax ~~Contingencies~~Provision

At June 30, 2013, the Company has available for federal income tax purposes net operating loss (“NOL”) carry-forwards of $1,486,466.The NOLs begin expiring in 2031. No tax benefit has been reported with respect to these net operating loss carry-forwards in the accompanying financial statements since the Company believes that the realization of its net deferred tax asset of approximately $505,398 was not considered more likely than not and accordingly, the potential tax benefits of the net loss carry-forwards are fully offset by the full valuation allowance.

Deferred tax assets consist primarily of the tax effect of NOL carry-forwards. The Company has provided a full valuation allowance on the deferred tax assets because of the uncertainty regarding its realizability.

Components of deferred tax assets as of June 30, 2013 and 2012 are as follows:


	June 30, 2013		June 30, 2012
Net deferred tax assets – Non-current:

Expected income tax benefit from NOL carry-forwards		505,398		268,723

Less valuation allowance		(505,398)		(268,723)

Deferred tax assets, net of valuation allowance	$	-	$	-

A reconciliation of the federal statutory income tax rate and the effective income tax rate as a percentage of income before income taxes is as follows:


	For the quarter ended June 30, 2013			For the quarter ended June 30, 2013

Federal statutory income tax rate		34.0	%		34.0	%

Change in valuation allowance on net operating loss carry-forwards		(34.0	)		(34.0	)

Effective income tax rate		0.0	%		0.0	%

Note 9 – Commitments and Contingencies

Contingent Common Shares Issuable under the Arizona Property Purchase Agreements

On July 18, 2011, the Company entered into an Asset Purchase Agreement (“~~APAAR2~~APAAR1”) with Precious Metals Exploration Corp., (the “Seller”)~~. The~~, ~~Purchase~~to ~~Price~~acquire ~~was~~a ~~$674,022~~100% ~~payable~~interest in ~~installments~~2 inpatented ~~the~~claims, ~~twenty~~6 ~~months~~federal ~~following~~claims ~~the~~and ~~closing,~~25 ~~the~~prospects ~~company~~comprising is660 ~~required~~acres tonear ~~pay 10%~~Kingman, ~~net~~Arizona. The ~~smelter~~APAAR1 ~~returns~~further ~~(NSR)~~provides ~~royalty~~for on the ~~gross~~issuance ~~mineral~~to ~~production from~~ the ~~Assets~~Seller ~~until~~of ~~such~~an ~~time~~additional as1,500,000 itshares noof ~~longer~~the ~~owns~~Company’s orcommon ~~operates~~stock ~~the~~if ~~Assets.~~mining ~~After~~operations on the ~~full~~property ~~balance~~result isin ~~paid,~~ the ~~NSR~~discovery ~~will~~of ~~reduce~~1,000,000 toounces 5%of ~~from~~gold ~~that~~or ~~day~~10,000,000 ~~forward~~ounces of silver.

On July 18, 2011, the Company entered into an Asset Purchase Agreement (“APAAR2”) with Precious Metals Exploration Corp., (the “Seller”). The Purchase Price was $674,022 payable in installments in the twenty months following the closing, the company is required to pay 10% net smelter returns (NSR) royalty on the gross mineral production from the Assets until such time as it no longer owns or operates the Assets. After the full balance is paid, the NSR will reduce to 5% from that day forward. See Mineral Property

F-23

Payable Note 5 for amount of purchase price owed as of June 30, 2013.

Contingent Exploration Cost under the Alaska Property Purchase Agreements

Note 810 – Subsequent Events

~~The~~Management ~~Company~~ has evaluated ~~all~~subsequent events ~~that occurred after the balance sheet date~~ through the date ~~when~~ the financial statements were issued ~~to determine if they must be reported~~.

~~Management~~On ofAugust 22, 2013, the Company ~~determined~~returned ~~that~~certain ~~there~~mineral properties known as Mine Group II, ("MGII"), or properties acquired under APAAR2 and consisting of an undivided 100% interest in 2 patented claims and 5 federal claims comprising roughly 134 acres in Mohave County, Arizona. We returned these properties because we were nounable ~~reportable~~to ~~subsequent~~generate ~~events~~sufficient investor interest to befund ~~disclosed~~the development of the properties. As a result, our mineral properties have decreased $684,022 and the related debt has decreased $543,302 (See Note 5 – Mineral Properties). We made payments approximating $150,947 in connection with these properties which will not be recovered:

F-30

Fiscal Year	Amounts Paid
2012	43,258
2013	69,036
2014	38,653
Total	$ 150,947

~~ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND REULTS OF OPERATION.~~F-24

~~PLAN~~ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF ~~OPERATION~~FINANCIAL CONDITIONS AND RESULTS OF OPERATIONS.

OnForward-looking April 5, 2011, we completed a change of control transaction and entered a new line of business. Accordingly, any comparison between the operating results of our quarter last year and this year would not be comparable or meaningful. Statements

~~Liquidity~~Statements made in this Form 10-Q which are not purely historical are forward-looking statements with respect to the goals, plan objectives, intentions, expectations, financial condition, results of operations, future performance and ~~Capital~~business ~~Resources~~of LBGO. Such forward-looking statements include those that are preceded by, followed by or that include the words "may", "would", "could", "should", "expects", "projects", "anticipates", "believes", "estimates", "plans", "intends", "targets" or similar expressions.

~~Our~~Forward-looking ~~plan~~statements isinvolve inherent risks and uncertainties, and important factors (many of which are beyond our control) that could cause actual results to ~~acquire~~differ ~~potential~~materially ~~mineral~~from ~~producing~~those ~~properties~~set byforth ~~paying~~in the ~~bulk~~forward-looking ofstatements, including the ~~purchase~~following, ~~price~~in addition to those contained in ~~our~~this ~~stock~~Annual ~~and~~Report: togeneral ~~fund~~economic ~~our~~or ~~operations~~industry ~~through~~conditions nationally and/or in the ~~private~~communities ~~sale~~in ofwhich ~~our~~we ~~stock. We~~conduct ~~have~~business; ~~acquired~~fluctuations ~~several~~in ~~properties~~global togold ~~date,~~and ~~but~~silver ~~cannot~~markets; ~~give~~legislation ~~any~~or ~~assurance~~regulatory ~~that~~requirements, weincluding ~~will~~environmental berequirements; ~~able~~conditions toof ~~successfully~~the ~~sell~~securities ~~stock~~markets; atcompetition; ~~levels~~our ability to ~~meet~~raise ~~our~~capital; ~~obligations~~changes ~~under~~in ~~our~~accounting ~~property~~principles, ~~acquisition~~policies ~~agreements.~~or Weguidelines; ~~had~~financial ~~only~~or ~~cash~~political oninstability; ~~hand~~acts of ~~$69~~war or terrorism; and other economic,~~855~~ atcompetitive, ~~December~~governmental, 31regulatory and technical factors affecting our operations, ~~2012~~products, services and prices.

~~On October 11~~Accordingly, ~~2011,~~results weactually ~~executed~~achieved amay ~~Share~~differ ~~Issuance~~materially ~~Agreement~~from ~~with~~expected ~~American~~results ~~Gold Holdings, Ltd. (“AGH”) that allows us to sell our shares~~ in ~~Units~~these ~~each unit comprised of a share of our common stock and a common stock purchase warrant~~statements. ~~The~~ ~~issue~~Forward- ~~price~~looking ofstatements ~~the~~speak ~~Unit~~only ~~will be the greater of $0.45 or 90% of our share price~~ as ~~determined under the agreement and the exercise price~~ of the ~~Warrants~~date ~~will~~they beare ~~130% of the price of the Unit and the Warrants will be of three years duration~~made. ~~The~~ ~~Share~~LBGO ~~Issuance~~does ~~Agreement~~not ~~commits AGH to purchase up to $15~~undertake,~~000,000~~ ~~of Units in tranches of no more than $1,000,000 each~~ and inspecifically ~~multiples of $25~~disclaims,~~000~~ onany ~~five~~obligation ~~days~~to ~~notice~~update ~~from~~any ~~us. This~~forward-looking ~~description~~statements ~~of the Share Issuance Agreement is qualified in its entirety by reference~~ to ~~the~~reflect ~~Share~~events ~~Issuance~~or ~~Agreement~~circumstances ~~which~~occurring isafter ~~an exhibit hereto. Through January 18, 2012 we have received $1,3500,000 under~~ the ~~Share~~date ~~Issuance Agreement and have issued or are obligated to issue a total~~ of ~~2,767,676~~such ~~shares~~statements.

~~Off-balance~~Critical ~~Sheet~~Accounting ~~Arrangements.~~Policies for a 10Q

~~There~~We ~~were~~prepare noour ~~off-balance~~condensed ~~sheet~~financial ~~arrangements~~statements asin ofconformity ~~December~~with 31GAAP, ~~2012~~which requires management to make certain estimates and ~~March~~apply 31judgments. We base our estimates and judgments on historical experience, ~~2012~~current trends and other factors that management believes to be important at the time the condensed financial statements are prepared. Due to the need to make estimates about the effect of matters that are inherently uncertain, materially different amounts could be reported under different conditions or using different assumptions. On a regular basis, we review our critical accounting policies and how they are applied in the preparation of our condensed financial statements.

~~Contractual~~While ~~obligations~~we believe that the historical experience, current trends and other factors considered support the preparation of our condensed financial statements in conformity with GAAP, actual results could differ from our estimates and such differences could be material.

~~Under~~For ~~the~~a ~~executed~~full ~~agreement~~description ~~with~~of ~~Endurance~~our ~~Gold~~critical ~~Corporation~~accounting ~~and Endurance Resources on April 20~~policies, ~~2012,~~please ~~the~~refer ~~Company is required~~ to ~~pay~~Item ~~$85~~7,~~000~~ to“Management’s ~~Endurance~~Discussion inand ~~installments~~Analysis ~~through December 31, 2014. As~~ of ~~December~~Financial ~~31,~~Condition ~~2012,~~and ~~the~~Results ~~Company~~of ~~has~~Operations” ~~paid~~in ~~$15,000. Installment~~our ~~payments~~2013 ~~are~~Annual ~~either~~Report ~~to be made~~ on orForm ~~before the following dates:~~10-K.

Currently due	$	20,000
December 31,2013		20,000
December 31,2014		30,000
Total	$	70,000

Results of Operations for the three months ended June 30, 2013 and June 30, 2012

Revenues

We have not generated any revenues for the quarters ended June 30, 2013 and June 30, 2012.

Operating Expenses

Our operating expenses for the quarters ended June 30, 2013 and June 30, 2012 were $59,597 and $102,069, respectively. Operating expenses decreased in 2013 primarily due to decreased professional fees incurred during 2013 as compared to 2012.

Exploration Costs

Our exploration costs for the quarter June 30, 2013 were $0 due to minimal funding during the period. Exploration costs were $186,300 during the quarter ended June 30, 2012. The decrease is primarily due minimal funding during the period ending June 30, 2013.

Net loss

We have no revenues at present to meet obligations of the business and we rely upon funding from investors to continue our exploration and development. Our operating expenses also decreased during the period ending June 30, 2013. Net loss for the period ended June 30, 2013 and 2012 was $59,807 and $288,369, respectively.

Financial Condition

Total assets. Total assets at June 30, 2013 and March 31, 2013 were $1,400,503 and $1,405,029 respectively. Total assets consist of cash, prepaid expenses, website, and mineral properties. No costs were capitalized for mineral properties during the period ending June 30, 2013.

Total liabilities. Total liabilities at June 30, 2013 and March 31, 2013 were $693,488 and $706,907, respectively. Total liabilities at June 30, 2013 consist of accounts payable of $25,830 accrued expenses of $26,000, shareholder loans of $28,356, current portion of note payable of $583,302 and long term portion of note payable of $30,000 due under the Mineral Property Purchase Agreement.

Liquidity

Net cash used in operating activities for the period ending June 30, 2013 and 2012 was $32,178 and $300,986. Net cash used in investing activities for the period ending June 30, 2013 and 2012 was $1,037 and $27,265, respectively. Cash provided from financing activities for the period ending June 30, 2013 and 2012 was $68,700 and $375,000, respectively.

As reflected in the accompanying financial statements, the Company had a deficit accumulated during the exploration state at June 30, 2013 of $1,397,514, a net loss of $59,807, net cash used in operating activities, of $70,751, and a $ 659,825 working capital deficiency. These factors raise substantial doubt about the Company’s ability to continue as a going concern.

While we are attempting to commence explorations and generate sufficient revenues, the Company’s cash position may not be sufficient enough to support our daily operations. Management intends to raise additional funds by way of a public or private offering. Management believes that the actions presently being taken to further implement its business plan and generate sufficient revenues provide the opportunity for the Company to continue as a going concern. While the Company believes in the viability of its strategy to commence explorations and generate sufficient revenues and in its ability to raise additional funds, there can be no assurances to that effect. The ability of the Company to continue as a going concern is dependent upon the Company’s ability to further implement its business plan and generate sufficient revenues.

Capital Resources.

We had no material commitments for capital expenditures as of June 30, 2013 and March 31, 2013.

Off-Balance Sheet Arrangements

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

Contractual obligations.

On August 22, 2013, the Company returned certain mineral properties known as Mine Group II, ("MGII"), or properties acquired under APAAR2 and consisting of an undivided 100% interest in 2 patented claims and 5 federal claims comprising roughly 134 acres in Mohave County, Arizona. We returned these properties because we were unable to generate sufficient investor interest to fund the development of the properties. We have made approximate payments of $136,000 in connection with these properties and these payments will not be recovered.

Under the executed agreement with Endurance Gold Corporation and Endurance Resources on April 20, 2012, the Company is required to pay $85,000 to Endurance in installments through December 31, 2014. As of June 30, 2013, the Company has paid $15,000 leaving $70,000 to be paid. Installment payments are either to be made on or before the following dates:


Contractual obligations	Payments due by period			3-5 years	More than 5 years
Contractual obligations	Total	Less than 1 year	1-3 years	3-5 years	More than 5 years
[Long-Term Debt Obligations]	$ 70,000	$40,000	$30,000	-	-
Short term Contractual Obligation	583,302	583,302	-	-	-
Total	$ 653,302	$ 623,302	30,000

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

As a smaller reporting company (as defined in Rule 12b-2 of the Exchange Act), we are not required to provide ~~the information called for by~~ this ~~Item 3~~.

ITEM 4. CONTROLS AND PROCEDURES.

DISCLOSURE CONTROLS AND PROCEDURES

Under the supervision and with the participation of our management, our principal executive officer who is also our principal financial officer is responsible for conducting an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as of the end of the fiscal year covered by this report. Disclosure controls and procedures means that the material information required to be included in our Securities and Exchange Commission reports is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms relating to our company, including any consolidating subsidiaries, and was made known to us by others within those entities, particularly during the period when this report was being prepared. Based on this evaluation, our principal executive officer concluded as of the evaluation date that our disclosure controls and procedures were not effective as of ~~December~~June 3130, ~~2012~~2013 because we do not have sufficient staff to segregate responsibilities. We plan to seek to correct these deficiencies at such time as our operations require additional personnel, but we do not believe this will occur in the foreseeable future.

1Material weaknesses noted were: lack of a functioning audit committee; lack of a majority of outside directors on board of directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures; inadequate segregation of duties consistent with control objectives affecting authorization, recordkeeping, custody of assets, and reconciliations; and, management is dominated by a single individual/small group without adequate compensating controls.

because we do not have sufficient staff to segregate responsibilities. We plan to seek to correct these deficiencies at such time as our operations require additional personnel, but we do not believe this will occur in the foreseeable future.

There were no changes in the Company’s internal controls over financial reporting during the most recently completed fiscal quarter that have materially affected or are reasonably likely to materially affect the Company’s internal control over financial reporting.

2For a full discussion of our internal control over financial reporting, please refer to Item 9A, “Controls and Procedures” in our 2013 Annual Report on Form 10-K

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

The Company is not currently subject to any legal proceedings. From time to time, the Company may become subject to litigation or proceedings in connection with its business, as either a plaintiff or defendant. There are no such pending legal proceedings to which the Company is a party that, in the opinion of management, is likely to have a material adverse effect on the Company’s business, financial condition or results of operations.

ITEM 1A. RISK FACTORS

As a smaller reporting company (as defined in Rule 12b-2 of the Exchange Act), we are not required to provide ~~the information called for by~~ this ~~Item 1A~~information.

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

~~common stock exercisable at~~ $~~130% of the price of the Unit per share expiring three (3) years from the date of issuance at $~~0.45 per Unit for the advances.

During November 2012, the Company issued Advance Notices to AGH for $100,000 which has been included in Stock Subscriptions Receivable. The Company issued 222,222 Units consisting of (i) one share of the Company’s common stock and (ii) a warrant to purchase one share of the Company’s common stock exercisable at $130% of the price of the Unit per share expiring three (3) years from the date of issuance at $0.45 per Unit for the advances.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION.

None.

ITEM 6. EXHIBITS.

(a) Exhibits required by Item 601 of Regulation SK.


Number		Description

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

32.1		Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

SIGNATURES

Pursuant to the requirements 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.

	LIBERTY GOLD CORP
	(Name of Registrant)
Date: January 29, 2013	By:	/s/ Lynn Harrison
Date: November 5, 2013	By:	/s/ Lynn Harrison
		Name: Lynn Harrison
		Title: President and Chief Executive Officer (Principal executive, financial officer and accounting officer)

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