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 31, 2011
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934

For the transition period from _____________ to _____________
Commission file number   000-53817

RANGER GOLD CORP.
(Exact name of registrant as specified in its charter)

Nevada
74-3206736
(State or Other Jurisdiction of Incorporation or Organization)
(I.R.S. Employer Identification No.)

2533 N. Carson St., Suite 5018
Carson City, Nevada 89706
(Address of principal executive offices) (Zip Code)

(775) 888-3133
(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 registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
[X] Yes  [  ] No

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

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

Large accelerated filer  [  ]
Accelerated filer  [  ]
Non-accelerated filer [  ]
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 Rule 12b-2 of the Exchange Act).  Yes  [   ]  No [X]

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date: 48,020,000 shares of common stock, $0.0001 par value, issued and outstanding as of February 13, 2012.


 
1
 


TABLE OF CONTENTS

 
Page
   
PART I  - Financial Information
  3
   
Item 1. Financial Statements
  3
Balance Sheets December 31, 2011 (unaudited), and March 31, 2011
  3
Statements of Operations (unaudited) for the three and nine-month periods ended
 
December 31, 2011 and 2010, and for the period from inception
 
on May 11, 2007 to December 31, 2011.
  4
Statements of Cash Flows (unaudited) for the nine-month periods ended
 
December 31, 2011 and 2010, and for the period from inception
 
on May 11, 2007 to December 31, 2011.
  5
Notes to the Financial Statements
  7
Item 2. Management’s Discussion and Analysis of Financial Condition and Results  of Operations
  14
Item 3 Quantitative and Qualitative Disclosures About Market Risk
  19
Item 4. Controls and Procedures
  20
   
PART II – Other Information
  20
   
Item 1.  Legal Proceedings
  20
Item 1A.  Risk Factors
  20
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
  20
Item 3. Defaults Upon Senior Securities
  20
Item 4. (Removed and Reserved)
  20
Item 5. Other Information
  20
Item 6. Exhibits
  21


 
2
 


Item 1.  Financial Statements.
RANGER GOLD CORP.
(An Exploration Stage Company)
BALANCE SHEETS

   
(Unaudited)
       
   
December 31,
   
March 31,
 
   
2011
   
2011
 
ASSETS
           
Current Assets
           
    Cash
  $ 296,509     $ 270,803  
    Prepaid Expenses
    2,496       1,090  
 
               
Total Current Assets
    299,005       271,893  
                 
Non-Current Assets
               
    Reclamation Deposit
    16,000       –  
                 
Total Non-Current Assets
    16,000       –  
                 
Total Assets
  $ 315,005     $ 271,893  
                 
LIABILITIES & STOCKHOLDERS’ EQUITY
               
Current Liabilities
               
    Accounts Payable and Accrued Liabilities
  $ 14,509     $ 6,996  
                 
Total Current Liabilities
    14,509       6,996  
                 
Stockholders' Equity
               
   Preferred Stock, Par Value $.0001
               
      Authorized 5,000,000 shares,
               
      No shares issued at December 31, 2011 and March 31, 2011
    –       –  
  Common Stock, Par Value $.0001
               
      Authorized 500,000,000 shares,
               
     48,020,000 shares issued at December 31, 2011
               
      (March 31, 2011 - 46,020,000)
    4,802       4,602  
  Paid-In Capital
    1,126,287       852,091  
  Deficit Accumulated Since Inception of the Exploration Stage
    (830,593 )     (591,796 )
                 
Total Stockholders' Equity
    300,496       264,897  
                 
Total Liabilities and Stockholders' Equity
  $ 315,005     $ 271,893  


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

 
3
 

RANGER GOLD CORP.
(An Exploration Stage Company)
STATEMENTS OF OPERATIONS
(Unaudited)
 
               
Cumulative
 
               
Since
 
   
For the Three Months
   
For the Nine Months
   
May 11, 2007
 
   
Ended
   
Ended
   
(Inception) to
 
   
December 31,
   
December 31,
   
December 31
 
   
2011
   
2010
   
2011
   
2010
   
2011
 
Revenues
 
$
-
   
$
-
   
$
-
   
$
-
   
$
-
 
Cost of Revenues
   
-
     
-
     
-
     
-
     
-
 
                                         
Gross Margin
   
-
     
-
     
-
     
-
     
-
 
                                         
Expenses
                                       
Mineral Property Exploration Expenditures
   
3,062
     
51,953
     
186,040
     
121,359
     
398,531
 
General and Administrative
   
20,860
     
32,544
     
52,757
     
108,587
     
371,517
 
                                         
Net (Loss) Income from Operations
   
(23,922)
     
(84,497
)
   
(238,797
)
   
(229,946
)
   
(770,048
)
                                         
Other Income (Expense)
                                       
Interest Expense
   
-
     
-
     
-
     
-
     
(545
)
Net Other Income (Expense)
   
-
     
-
     
-
     
-
     
(545
)
                                         
Write-down of Mineral Property Acquisition Payments
   
-
     
-
     
-
     
-
     
(60,000
)
                                         
Net (Loss) Income
 
$
 (23,922)
   
$
(84,497
)
 
$
 (238,797
)
 
$
(229,946
)
 
$
(830,593
)
                                         
Basic and Diluted
                                       
Loss per Share
 
$
 (0.00
)
 
$
 (0.00
)
 
$
 (0.01
)
 
$
 (0.00
)
       
                                         
Weighted Average Shares
                                       
Outstanding (1)
   
46,954,783
     
46,020,000
     
46,332,727
     
45,991,014
         


(1)  
Share amounts have been adjusted to reflect the 5:1 forward stock split completed January 21, 2009.


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


 
4
 

RANGER GOLD CORP.
(An Exploration Stage Company)
STATEMENTS OF CASH FLOWS
(Unaudited)

         
Cumulative
 
         
Since
 
         
May 11, 2007
 
   
For the Nine Months
Ended December 31,
   
Inception of
 
               
Exploration
 
   
2011
   
2010
   
Stage
 
CASH FLOWS FROM OPERATING ACTIVITIES
                       
Net Loss
 
$
(238,797
)
 
$
 (229,946
)
 
$
(830,593
)
Adjustments to Reconcile Net Loss to Net
                       
Cash Used in Operating Activities
                       
Compensation Expense of Stock Options
   
(25,604
)
   
56,468
     
161,554
 
Write-down of Mineral Property Acquisition  Cost
   
–
     
–
     
60,000
 
                         
Change in Operating Assets and Liabilities
                       
 (Increase) Decrease in Prepaid Expenses
   
(1,406
)
   
(534)
     
(2,496
)
Increase (Decrease) in Accounts Payable and      Accrued Liabilities
   
7,513
     
(38,545)
     
33,214
 
                         
Net Cash Used in Operating Activities
   
(258,294
)
   
(212,557)
     
(578,321
)
                         
CASH FLOWS FROM INVESTING ACTIVITIES
                       
Mineral Property Acquisition Costs
   
–
     
–
     
(60,000
)
Reclamation Deposit
   
(16,000)
     
–
     
(16,000
)
Net Cash Used in Investing Activities
   
(16,000)
     
–
     
(76,000
)
                         
CASH FLOWS FROM FINANCING ACTIVITIES
                       
Proceeds from Sale of Common Stock
   
300,000
     
500,000
     
933,500
 
Net Proceeds from Loan Payable
   
–
     
–
     
17,330
 
                         
Net Cash Provided by Financing Activities
   
300,000
     
500,000
     
950,830
 
                         
Net (Decrease) Increase in
                       
Cash and Cash Equivalents
   
25,706
     
287,443
     
296,509
 
Cash and Cash Equivalents
                       
at Beginning of Period
   
270,803
     
27,189
     
—
 
Cash and Cash Equivalents
                       
at End of Period
 
$
296,509
   
$
314,632
   
$
296,509
 

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

 
5
 

RANGER GOLD CORP.
(An Exploration Stage Company)
STATEMENTS OF CASH FLOWS
(Continued)

               
Cumulative
 
               
Since
 
         
May 11, 2007
 
   
For the Nine Months Ended
   
Inception of
 
   
December 31,
   
December 31,
   
Exploration
 
   
2011
   
2010
   
Stage
 
                   
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the year for:
                 
Interest
  $ —     $ —     $ —  
Income taxes
  $ —     $ —     $ —  
                         
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:
 
                         
Settlement of Note Payable by a Contribution from a Shareholder
  $ —     $ —     $ 17,330  
Settlement of Accounts Payable by a Contribution from a Shareholder
  $ —     $ —     $ 18,705  
                         
During the year ended March 31, 2010, the Company granted 1,400,000 stock options to various consultants at exercise prices of $0.50 and $1.00 per share. The Company has used the Black-Scholes model to determine the fair value of these stock options.  Consulting expense of $58,626 has been recorded for the year ended March 31, 2010 and $128,532 for the year ended March 31, 2011.  The vesting period for some of these options is up to three years.  As a result, the unvested portions of the options have been revalued for the current period resulting in the recognition of a reversal of ($25,604) (2010 - $56,468 in additional expense) in consulting expense for the nine-months ended December 31, 2011.
 

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


 
6
 

RANGER GOLD CORP.
(An Exploration Stage Company)
NOTES TO FINANCIAL STATEMENTS


NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 
 
This summary of accounting policies for Ranger Gold Corp. (an exploration stage company) is presented to assist in understanding the Company's financial statements.  The accounting policies conform to generally accepted accounting principles and have been consistently applied in the preparation of the financial statements.

Organization and Basis of Presentation

Ranger Gold Corp. (the “Company”) was incorporated on May 11, 2007 under the laws of the State of Nevada under the name Fenario, Inc.  On October 28, 2009 the Company’s principal shareholder entered into a Stock Purchase Agreement which provided for the sale of 25,000,000 shares of common stock of the Company to Gary Basrai.

Effective as of October 28, 2009, in connection with the share acquisition, Mr. Basrai was appointed President, Chief Executive Officer, Chief Financial Officer, Treasurer, Director, and Chairman of the Company.

On November 9, 2009, Mr. Basrai, as the holder of 25,000,000 (at the time representing 55.5%) of the issued and outstanding shares of the Company’s common stock, provided the Company with written consent in lieu of a meeting of stockholders authorizing the Company to amend the Company’s Articles of Incorporation for the purpose of changing the name of the Company from “Fenario, Inc.” to “Ranger Gold Corp.”  In connection with the change of the Company’s name to Ranger Gold Corp. the Company’s business was changed to mineral resource exploration.  The change in name and business received its final approval by the regulatory authorities on January 7, 2010.

Nature of Operations

The Company has no products or services as of December 31, 2011.  The Company is currently engaging in the acquisition, exploration, and if warranted and feasible, development of natural resource properties with a focus on gold.  The Company currently has two mineral properties under option with both properties being located in Nevada.

Interim Reporting

The unaudited financial information furnished herein reflects all adjustments, which in the opinion of management are necessary to fairly state the financial position of Ranger Gold Corp. and the results of its operations for the periods presented.  This report on Form 10-Q should be read in conjunction with the Company’s financial statements and notes thereto included in the Company’s Form 10-K for the fiscal year ended March 31, 2011.  The Company assumes that the users of the interim financial information herein have read or have access to the audited financial statements for the preceding fiscal year and that the adequacy of additional disclosure needed for a fair presentation may be determined in that context.  Accordingly, footnote disclosure, which would substantially duplicate the disclosure contained in the Company’s Form 10-K for the fiscal year ended March 31, 2011 has been omitted.  The results of operations for the nine-month period ended December 31, 2011 are not necessarily indicative of results for the entire year ending March 31, 2012.


 
7
 

RANGER GOLD CORP.
(An Exploration Stage Company)
NOTES TO FINANCIAL STATEMENTS
(Continued)

NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Going Concern

The accompanying financial statements have been prepared assuming the Company will continue as a going concern.

As shown in the accompanying financial statements, the Company has incurred a net loss of $830,593 for the period from May 11, 2007 (inception) to December 31, 2011 and has no sales.  The future of the Company is dependent upon  its ability to obtain future financing and upon future profitable operations from the development of its mineral properties.  In November 2011 the Company completed a financing for total proceeds of $300,000.  The funds from this financing are sufficient to fund the Company’s planned operational needs of approximately $218,000 for the next twelve months.  However, the Company will need additional funds in the future in order to continue to explore its mineral properties.  The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts of and classification of liabilities that might be necessary in the event the Company cannot continue in existence.

If the Company were unable to continue as a “going concern”, then substantial adjustments would be necessary to the carrying values of assets, the reported amounts of its liabilities, the reported expenses, and the balance sheet classifications used

Pervasiveness of Estimates

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

Cash and Cash Equivalents

For purposes of the statement of cash flows, the Company considers all highly liquid debt instruments purchased with a maturity of three months or less to be cash equivalents to the extent the funds are not being held for investment purposes.

Concentration of Credit Risk

The Company has no off-balance-sheet concentrations of credit risk such as foreign exchange contracts, options contracts or other foreign hedging arrangements.  The Company maintains the majority of its cash balances with one financial institution, in the form of demand deposits.

Loss per Share
 
Net income (loss) per share is computed by dividing the net income by the weighted average number of shares outstanding during the period. As of December 31, 2011, the Company has outstanding common stock options and warrants of 1,400,000 and 1,100,000, respectively.  The effects of the Company’s common stock equivalents are anti-dilutive for December 31, 2011 and are thus not presented.


 
8
 

RANGER GOLD CORP.
(An Exploration Stage Company)
NOTES TO FINANCIAL STATEMENTS
(Continued)

NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Comprehensive Income

The Company has adopted SFAS No. 130, "Reporting Comprehensive Income", which establishes standards for reporting and display of comprehensive income, its components and accumulated balances.  The Company is disclosing this information on its Statement of Operations.  Comprehensive income is comprised of net income (loss) and all changes to capital deficit except those resulting from investments by owners and distribution to owners.
 
Stock Options

The Company implemented Accounting Standards Codification ("ASC") Section 718-10-25 (formerly Statement of Financial Accounting Standards ("SFAS") 123R, Accounting for Stock-Based Compensation) requiring the Company to provide compensation costs for the Company's stock options determined in accordance with the fair value based method prescribed in ASC Section 718-20-25. The Company estimates the fair value of each stock option at the grant date by using the Black-Scholes option-pricing model and provides for expense recognition over the service period, if any, of the stock option.

Property Holding Costs

Holding costs to maintain a property on a care and maintenance basis are expensed in the period they are incurred. These costs include security and maintenance expenses, lease and claim fees payments, and environmental monitoring and reporting costs.

Exploration and Development Costs

Mineral property interests include optioned and acquired mineral development and exploration stage properties. The amount capitalized related to a mineral property interest represents its fair value at the time it was optioned or acquired, either as an individual asset or as a part of a business combination. The value of such assets is primarily driven by the nature and amount of mineralized material believed to be contained in such properties. Exploration costs are expensed as incurred and development costs are capitalized if proven and probable reserves exist and the property is a commercially minable property. Mine development costs incurred either to develop new ore deposits, expand the capacity of operating mines, or to develop mine areas substantially in advance of current production are capitalized. Costs incurred to maintain assets on a standby basis are charged to operations. Costs of abandoned projects are charged to operations upon abandonment. The Company evaluates, at least quarterly, the carrying value of capitalized mineral interests costs and related property, plant and equipment costs, if any, to determine if these costs are in excess of their net realizable value and if a permanent impairment needs to be recorded. The periodic evaluation of carrying value of capitalized costs and any related property, plant and equipment costs are based upon expected future cash flows and/or estimated salvage value.

Fair Value of Financial Instruments

The carrying value of the Company's financial instruments, including prepaid expenses, accounts payable and accrued liabilities, at December 31, 2011 approximates their fair values due to the short-term nature of these financial instruments.


 
9
 

RANGER GOLD CORP.
(An Exploration Stage Company)
NOTES TO FINANCIAL STATEMENTS
(Continued)

NOTE 2 – MINERAL EXPLORATION PROPERTIES

On November 27, 2009 the Company executed a property option agreement with MinQuest, Inc. (“MinQuest”) granting the Company the right to acquire 100% of the mining interests of a mineral exploration property currently controlled by MinQuest.  The property known as the CX Property is located in Nye County, Nevada and currently consists of 77 unpatented claims (the “CX”).    Upon execution of the CX agreement, MinQuest accepted a 90-day, non-interest bearing promissory note from the Company for the initial $20,000 property option payment.  On February 25, 2010 the Company paid the $20,000 balance of the note as well as reimbursed MinQuest for CX’s holding and related property costs in the amount of $23,512. On February 25, 2011 the Company made the second property option payment of $20,000 required under the CX agreement.

On March 29, 2010, the Company executed a second property option agreement with MinQuest granting the Company the right to acquire 100% of the mining interests of a Nevada mineral exploration property currently controlled by MinQuest.  The property known as the Truman Property is located in Mineral County, Nevada and currently consists of 98 unpatented claims (the “Truman”).  Upon execution of the Agreement the Company paid MinQuest $10,000 and well as reimbursed MinQuest for Truman’s holdings and related property costs in the amount of $7,859. On March 29, 2011 the Company made the second property option payment of $10,000 required under the Truman agreement.

As a result of neither property containing any known reserves or resources, the aggregate $60,000 in property option payments paid to date for both properties has been written down in the Statement of Operations.

NOTE 3 - EXPLORATION STATE COMPANY - GOING CONCERN

The Company has not begun principal operations and as is common with a company in the exploration stage, the Company has had recurring losses.  Continuation of the Company as a going concern is dependent upon obtaining the additional working capital necessary to be successful in its planned activity, and the management of the Company has developed a strategy, which it believes will accomplish this objective through additional equity funding and long term financing, which will enable the Company to operate for the coming year.

NOTE 4 – RECLAMATION DEPOSIT

The Company has paid a $16,000 reclamation deposit on its CX property.  The reclamation deposit is refundable upon completion of the required remediation of the property at the completion of the Company’s drill program.

NOTE 5 – RELATED PARTY TRANSACTIONS

The Company currently pays two of its directors $500 per month to serve on its Board of Directors.  The payments are made quarterly in advance.  The total amount paid to the directors for the nine-months ended December 31, 2011 was $9,000 (2010 - $9,000).  In addition, the Company has a consulting agreement with one of its directors to provide a variety of services including assisting with the identification and assessment of properties for potential acquisition.  The Company paid $0 for fees and reimbursement of expenses under this agreement for the nine-months ended December 31, 2011 (2010 - $4,855).


 
10
 

RANGER GOLD CORP.
(An Exploration Stage Company)
NOTES TO FINANCIAL STATEMENTS
(Continued)

NOTE 6 – SHARE CAPITAL

Common Stock

On November 18, 2011, the Company closed a private placement of 2,000,000 common shares at $0.15 per share for a total offering price of $300,000. The common shares were offered by the Company pursuant to an exemption from registration under Regulation S of the Securities Act of 1933, as amended. The private placement was fully subscribed to by two non-U.S. persons.

Stock Options

On February 3, 2010 the Company adopted its 2010 Stock Option Plan (“the 2010 Plan”).  The 2010 Plan provides for the granting of up to 5,000,000 stock options to key employees, directors and consultants, of common shares of the Company.  Under the 2010 Plan, the granting of stock options, the exercise prices, and the option terms are determined by the Company's Option Committee, a committee designated to administer the 2010 Plan by the Board of Directors.  For incentive options, the exercise price shall not be less than the fair market value of the Company's common stock on the grant date. (In the case of options granted to an employee who owns stock possessing more than 10% of the voting power of all classes of the Company's stock on the date of grant, the option price must not be less than 110% of the fair market value of common stock on the grant date.).  Options granted are not to exceed terms beyond five years.

In order to exercise an option granted under the Plan, the optionee must pay the full exercise price of the shares being purchased. Payment may be made either: (i) in cash; or (ii) at the discretion of the Committee, by delivering shares of common stock already owned by the optionee that have a fair market value equal to the applicable exercise price; or (iii) with the approval of the Committee, with monies borrowed from us.

Subject to the foregoing, the Committee has broad discretion to describe the terms and conditions applicable to options granted under the Plan. The Committee may at any time discontinue granting options under the Plan or otherwise suspend, amend or terminate the Plan and may, with the consent of an optionee, make such modification of the terms and conditions of such optionee’s option as the Committee shall deem advisable.

During the year ended March 31, 2010, the Company granted 1,400,000 stock options to various consultants at exercise prices of $0.50 and $1.00 per share. The Company has used the Black-Scholes model to determine the fair value of these stock options. The vesting period for some of these options is up to three years.  As a result, the unvested portions of the options have been revalued resulting in the recognition of a reversal of ($25,604) in consulting expense for the nine-months ended December 31, 2011 with the full ($25,604) being recorded as mineral property exploration expenditures and $0 as general and administrative.  For the nine-months ended December 31, 2010, an additional $56,468 in compensation expense was recognized with $43,938 being recorded as general and administrative and $12,530 being recorded as mineral property exploration expenditures.



 
11
 

RANGER GOLD CORP.
(An Exploration Stage Company)
NOTES TO FINANCIAL STATEMENTS
(Continued)

 
NOTE 6 – SHARE CAPITAL (Continued)

Stock Options (Continued)

The following table sets forth the options outstanding under the 2010 Plan as of December 31, 2011:

   
Available for Grant
   
Options Outstanding
   
Weighted Average Exercise Price
 
Balance, March 31, 2011
    3,600,000       1,400,000     $ 0.68  
Options granted
    -       -       -  
Balance, December 31, 2011
    3,600,000       1,400,000     $ 0.68  

The following table summarizes information concerning outstanding and exercisable common stock options under the 2010 Plan at December 31, 2011:

 
 
 
Exercise Prices
 
 
Options Outstanding
Remaining Contractual Life
(in years)
Weighted
Average
Exercise Price
Number of Options Currently Exercisable
Weighted
Average
Exercise Price
$ 0.50
900,000
3.21
$ 0.50
600,000
$ 0.50
$ 1.00
500,000
3.21
$ 1.00
500,000
$ 1.00
 
1,400,000
 
$ 0.68
1,100,000
$ 0.73

The aggregate intrinsic value of stock options outstanding at December 31, 2011 was $0 and the aggregate intrinsic value of stock options exercisable at December 31, 2011 was also $0.  No stock options were exercised during the nine-months ended December 31, 2011.  As of December 31, 2011 there was $546 in unrecognized compensation expense that will be recognized over 1.50 years.

A summary of status of the Company’s unvested stock options as of December 31, 2011 under all plans is presented below:

   
 
Number
of Options
   
Weighted
Average
Exercise
Price
   
 
Weighted Average
Grant Date Fair Value
 
                   
Unvested at March 31, 2011
    300,000     $ 0.50     $ 0.30  
Granted
    -       -       -  
Vested
    -       -       -  
Unvested at December 31, 2011
    300,000     $ 0.50     $ 0.30  



 
12
 

RANGER GOLD CORP.
(An Exploration Stage Company)
NOTES TO FINANCIAL STATEMENTS
(Continued)

 
NOTE 6 – SHARE CAPITAL (Continued)
 
Warrants

The following table sets forth common share purchase warrants outstanding as of December 31, 2011:

   
Warrants Outstanding
Balance, March 31, 2011
    1,100,000  
Warrants granted
    -  
Balance, December 31, 2011
    1,100,000  

The following table lists the common share warrants outstanding at December 31, 2011.  Each warrant is exchangeable for one common share.

 
 
Number Outstanding
 
 
Exercise
Price
Weighted Average Contractual Remaining Life (years)
 
Number Currently Exercisable
 
 
Exercise
Price
550,000
$ 0.25
 3.08
550,000
$ 0.25
550,000
$ 0.50
3.08
-
$ 0.50
1,100,000
   
550,000
 



 
13
 

Item 2.                      Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The following discussion should be read in conjunction with the financial statements of Ranger Gold Corp. (the “Company”), which are included elsewhere in this Form 10-Q.  Certain statements contained in this report, including statements regarding the anticipated development and expansion of the Company's business, the intent, belief or current expectations of the Company, its directors or its officers, primarily with respect to the future operating performance of the Company and the products it expects to offer and other statements contained herein regarding matters that are not historical facts, are "forward-looking" statements.  Future filings with the Securities and Exchange Commission, future press releases and future oral or written statements made by or with the approval of the Company, which are not statements of historical fact, may contain forward-looking statements. Because such statements include risks and uncertainties, actual results may differ materially from those expressed or implied by such forward-looking statements. For a more detailed listing of some of the risks and uncertainties facing the Company, please see the Form 10-K for the fiscal year ended March 31, 2011 filed by the Company with the Securities and Exchange Commission.

All forward-looking statements speak only as of the date on which they are made. The Company undertakes no obligation to update such statements to reflect events that occur or circumstances that exist after the date on which they are made.

General

Ranger Gold Corp. was incorporated on May 11, 2007 under the laws of the State of Nevada under the name Fenario, Inc.  The Company’s business at that time was the development and licensing of proprietary software solutions for healthcare providers, health care professionals and health insurance companies.  Due to the state of the economy, the Company did not conduct any significant operations other than organizational matters, filing its Registration Statement and filings of periodic reports with the SEC. The Company has since abandoned its original business plan and has entered the mineral exploration industry.

On October 28, 2009 the Company’s principal shareholder entered into a Stock Purchase Agreement which provided for the sale of 25,000,000 shares of common stock of the Company to Gurpartap Singh Basrai.  Effective as of October 28, 2009, in connection with the share acquisition, Mr. Basrai was appointed President, Chief Executive Officer, Chief Financial Officer, Treasurer, Director, and Chairman of the Company.

On November 9, 2009, Mr. Basrai, as the holder of 25,000,000 (at that time representing 55.5%) of the issued and outstanding shares of the Company’s common stock, provided the Company with written consent in lieu of a meeting of stockholders (the “Written Consent”) authorizing the Company to amend the Company’s Articles of Incorporation for the purpose of changing the name of the Company from “Fenario, Inc.” to “Ranger Gold Corp.”  In connection with the change of the Company’s name to Ranger Gold Corp. the Company’s business was changed to mineral resource exploration.  The change in name and business received its final approval by the regulatory authorities on January 7, 2010.

Also on November 9, 2009 as part of the Written Consent and in relation to the Company’s name and business change, the Written Consent adopted a resolution to implement a forward stock split the Company’s issued and outstanding shares of common stock.  The Board of Directors subsequently approved a 5:1 forward stock split which became effective on January 21, 2010 and was payable to all shareholders of record as of January 15, 2010, the record date.  All references to share and per share amounts have been restated in this 10-Q and related financial statements to reflect the forward stock split.


 
14
 

Stock Options

On February 3, 2010 the Company adopted its 2010 Stock Option Plan (“the 2010 Plan”).  The 2010 Plan provides for the granting of up to 5,000,000 stock options to key employees, directors and consultants, of common shares of the Company.  Under the 2010 Plan, the granting of stock options, the exercise prices, and the option terms are determined by the Company's Option Committee, a committee designated to administer the 2010 Plan by the Board of Directors.  For incentive options, the exercise price shall not be less than the fair market value of the Company's common stock on the grant date. (In the case of options granted to an employee who owns stock possessing more than 10% of the voting power of all classes of the Company's stock on the date of grant, the option price must not be less than 110% of the fair market value of common stock on the grant date.).  Options granted are not to exceed terms beyond five years.

In order to exercise an option granted under the Plan, the optionee must pay the full exercise price of the shares being purchased. Payment may be made either: (i) in cash; or (ii) at the discretion of the Committee, by delivering shares of common stock already owned by the optionee that have a fair market value equal to the applicable exercise price; or (iii) with the approval of the Committee, with monies borrowed from us.

Subject to the foregoing, the Committee has broad discretion to describe the terms and conditions applicable to options granted under the Plan. The Committee may at any time discontinue granting options under the Plan or otherwise suspend, amend or terminate the Plan and may, with the consent of an optionee, make such modification of the terms and conditions of such optionee’s option as the Committee shall deem advisable.

During the year ended March 31, 2010, the Company granted 1,400,000 stock options to various consultants at exercise prices of $0.50 and $1.00 per share. No stock options have been granted since the initial grant and none have been exercised.

Business Operations

Over the next twelve months, the Company intends to explore its properties to determine whether they contain commercially exploitable reserves of gold and silver or other metals.  The Company does not intend to hire any employees or to make any purchases of equipment over the next twelve months, as it intends to rely upon outside consultants to provide all the tools needed for the exploratory work being conducted.

We are a natural resource exploration company with an objective of acquiring, exploring, and if warranted and feasible, developing natural resource properties. Our primary focus in the natural resource sector is gold. We are an exploration stage company. We do not consider ourselves a “blank check” company required to comply with Rule 419 of the Securities and Exchange Commission, because we were not organized for the purpose of effecting, and our business plan is not to effect, a merger with or acquisition of an unidentified company or companies, or other entity or person. We do not intend to merge with or acquire another company in the next 12 months.

Though we have the expertise on our board of directors to take a resource property that hosts a viable ore deposit into mining production, the costs and time frame for doing so are considerable, and the subsequent return on investment for our shareholders would be very long term. Therefore, we anticipate selling or partnering any ore bodies that we may discover to a major mining company. Many major mining companies obtain their ore reserves through the purchase of ore bodies found by junior exploration companies. Although these major mining companies do some exploration work themselves, many of them rely on the junior resource exploration companies to provide them with future deposits for them to mine. By selling or partnering a deposit found by us to these major mining companies, it would provide an immediate return to our shareholders without the long time frame and cost of putting a mine into operation ourselves, and it would also provide future capital for the Company to continue operations.


 
15
 

The search for valuable natural resources as a business is extremely risky. We can provide investors with no assurance that the properties we have optioned in Nevada contain commercially exploitable reserves. Exploration for natural reserves is a speculative venture involving substantial risk. Few properties that are explored are ultimately developed into producing commercially feasible reserves. Problems such as unusual or unexpected formations and other conditions are involved in mineral exploration and often result in unsuccessful exploration efforts. In such a case, we would be unable to complete our business plan and any money spent on exploration would be lost.

Natural resource exploration and development requires significant capital and our assets and resources are limited. Therefore, we anticipate participating in the natural resource industry through the selling or partnering of our properties, the purchase of small interests in producing properties, the purchase of properties where feasibility studies already exist or by the optioning of natural resource exploration and development projects. To date we have two properties under option, and are in the early stages of exploring these properties. There has been no indication as yet that any commercially viable mineral deposits exist on these properties, and there is no assurance that a commercially viable mineral deposit exists on any of our properties. Further exploration will be required before a final evaluation as to the economic and legal feasibility is determined.

In the following discussion, there are references to “unpatented” mining claims. An unpatented mining claim on U.S. government lands establishes a claim to the locatable minerals (also referred to as stakeable minerals) on the land and the right of possession solely for mining purposes. No title to the land passes to the claimant. If a proven economic mineral deposit is developed, provisions of federal mining laws permit owners of unpatented mining claims to patent (to obtain title to) the claim. If you purchase an unpatented mining claim that is later declared invalid by the U.S. government, you could be evicted.

Exploration Programs

CX Property

Pursuant to a Property Option Agreement, dated as of November 27, 2009, with MinQuest we have the option to earn a 100% interest in the CX Property located in Nye County, Nevada, approximately, 80 km north of Tonopah.  The CX Property currently consists of 77 unpatented mining claims.  By February 25, 2020 an aggregate $480,000 in annual option payments and a minimum aggregate $2,500,000 in annual exploration expenditures are due under the agreement.

Upon execution of the CX agreement, MinQuest accepted a 90-day, non-interest bearing promissory note from the Company for the initial $20,000 property option payment.  On February 25, 2010 the Company paid the $20,000 balance of the note as well as reimbursed MinQuest for CX’s holding and related property costs in the amount of $23,512. On February 25, 2011 the Company made the second property option payment of $20,000 required under the CX agreement.

The CX claims presently do not have any mineral resources or reserves and the company has reviewed the results of the historic drilling and sampling.  There is no mining plant or equipment located within the property boundaries. Currently, there is no power supply to the mineral claims.

In April 2010 our Board of Directors approved a $150,000 exploration program that included 3,000 feet of reverse circulation drilling.  Previous exploration mainly focused on a small core area where numerous drill holes were concentrated.  The core area occurs near the center of the claim block.  The outlying targets were tested with wide-spaced, shallow drill holes.  Some of the targets had two episodes of drilling, both confirming the existence of gold and silver mineralization.  These outlying targets were poorly understood, but remain attractive targets.  Subsequent drilling done by other companies added to the understanding of the model through detailed mapping, sampling and a geophysical survey.  However, the program was prematurely truncated due to budget cuts.  The various targets were further defined, but never tested by drilling.

The Company has collected all available data from the previous programs, confirmed the validity of the targets, and prioritized the targets.  Biological and cultural surveys were conducted on the CX in May and July of 2010 respectively.


 
16
 

The Company had intended on undertaking its planned drill program in the summer of 2010.  Due to delays in receiving the permits for drilling, the Company  only received approval of its drilling permit and bond calculation in 2011.  The Company has made the bond payment of $16,000 to the United States Forest Service.  In September 2011   the Company completed its planned drill program on the CX Property and is currently evaluating the results.

Truman Property

On March 29, 2010, the Company executed a second property option agreement with MinQuest granting the Company the right to acquire 100% of the mining interests of a Nevada mineral exploration property currently controlled by MinQuest.  The property known as the Truman Property is located in Mineral County, Nevada and currently consists of 98 unpatented claims (the “Truman”).  By March 29, 2020 an aggregate $510,000 in annual option payments and a minimum aggregate $2,500,000 in annual exploration expenditures are due under the agreement.

Upon execution of the Agreement the Company paid MinQuest $10,000 and reimbursed MinQuest for Truman’s holdings and related property costs in the amount of $7,859. On March 29, 2011 the Company made the second property option payment of $10,000 required under the Truman agreement.

The Truman claims presently do not have any mineral resources or reserves. The property that is the subject of our mineral claims is undeveloped and does not contain any open-pits.  No reported historic production is noted for the property.  There is no mining plant or equipment located on the property that is the subject of the mineral claim. Currently, there is no power supply to the mineral claims.

In the fall of 2011 our Board of Directors reassessed the previously approved budget and approved a new budget of $303,000.  A portion of this budget has already been completed for such items such as property option payments, claim fee and property holding costs, cultural and biological surveys, and geochemical analysis.  The budget will include 3,000 feet of reverse circulation drilling.  The project covers 8 epithermal gold and silver targets hosted within a sequence of Tertiary volcanics and Paleozoic sediments.  These targets have been partially defined by previous exploration groups over a 25 year period.  The historic efforts of five exploration groups have helped define high grade gold and silver values occurring in veins and low grade gold values occurring in bulk minable configurations.

The Company currently intends to concentrate on three previously identified mineralized zones.  Although the various targets were previously discovered by others, they remain poorly explored because of past property disputes or a lack of understanding of the geology and an ore model.  Recent breakthroughs in geologic concepts in the immediate area and ore models typified by the aforementioned targets coupled with the historic results collected from the work of others provides an opportunity for the Company.

A mapping and sampling program was initiated on the Truman in mid-October, 2010.  An extensive evaluation of underground workings was carried out throughout the project area.  This evaluation resulted in the survey, underground mapping and sampling of approximately 4,200 feet of historic adits and stopes.  Surface mapping and sampling was also carried out in the western portion of the property.  This mapping was intended to follow up on silver in soil samples from historic sampling carried out by Noranda in the early 1990’s.  A total of 118 underground samples and 8 surface samples were collected during this exercise.  The underground samples were continuous chip samples collected over widths ranging from 3 to 50 feet and averaging 20 feet.  The results of this work identified several mineralized structures.  The biological and cultural surveys were initiated for the Truman project in April, 2011.

We currently plan to complete the field portion of the drill program in the spring or early summer of 2012.

Results of Operations

We did not earn any revenues during the three or nine-months ended December 31, 2011 or 2010.  We do not anticipate earning revenues until such time as we have entered into commercial production of our mineral properties.  We are presently in the exploration stage of our business and we can provide no assurance that we will discover commercially exploitable levels of mineral resources on our properties, or if such resources are discovered, that we will enter into commercial production of our mineral properties.


 
17
 

For the three-months ended December 31, 2011 we had a net loss of $23,922 compared to $84,497 in the corresponding period in 2010.  The decrease in the net loss was largely due to a decrease in mineral property exploration expenditures to $3,062 for the three-months ended December 31, 2011 compared to $51,953 in 2010.  During the three-months ended December 31, 2011, the Company was undertaking its analysis of the results of its drill program on the CX property which was completed in September 2011.  As a result, for the three-months ended December 31, 2011, the only mineral property exploration expenditures incurred was for lab analysis. In 2010 mineral property exploration expenditures consisted largely of the preparation of the documents needed for permitting the planned drill programs on CX and Truman.  The decrease in the net loss was also due to the recognition of a reversal of ($16,193) of stock-based compensation  in the three-months ended December 31, 2011 compared to an increase of $14,554 in stock-based compensation expense in 2010.  For 2011, the amount of stock-based compensation recognized as general and administrative expense was $0 with ($16,193) being recognized as mineral property exploration expenditures.  For 2010, the amount of stock-based compensation recognized as general and administrative expense was $8,750 with $5,804 being recognized as mineral property exploration expenditures.  The reversal of stock-based compensation in the three months ended December 31, 2011 was the result of lower Company share prices when the previously-granted stock options were revalued at the current reporting period.  General and administrative expenses decreased to $20,860 in the three-months ended December 31, 2011 from $32,544 in the same period  in 2010.  Excluding the impact of stock-based compensation recognized as general and administration expenses, general and administrative expenses were consistent between the two periods.

For the nine-months ended December 31, 2011 we had a net loss of $238,797 compared to $229,946 in the corresponding period in 2010.  The increase in the net loss was largely due to an increase in mineral property exploration expenditures to $186,040 for the nine-months ended December 31, 2011 compared to $121,359 in 2010.  During the nine-months ended December 31, 2011, the Company undertook a drill program on the CX property while in 2010 mineral property exploration expenditures consisted largely of initial property assessments and the preparation of the documents needed for permitting the planned drill programs on CX and Truman.  The increase in the net loss due to the CX drill program was partially offset by the impact of stock-based compensation.  The Company recognized a reversal of ($25,604) of stock-based compensation in the nine-months ended December 31, 2011 compared to the recognition of an expense of $56,468 in 2010.  For 2011, the amount of stock-based compensation recognized as general and administrative expense was $0 with ($25,604) being recognized as mineral property exploration expenditures.  For 2010, the amount of stock-based compensation recognized as general and administrative expense was $43,938 with $12,530 being recognized as mineral property exploration expenditures.  General and administrative expenses decreased to $52,757 in the nine-months ended December 31, 2011 from $108,587 in the same period in 2010.  Excluding the impact of stock-based compensation recognized as general and administration expenses, general and administration expenses decreased due to higher administrative expenses associated with setting up a new office and various regulatory expenses related to the Company’s name change, stock split, and management changes during the prior period in 2010.

Liquidity and Capital Resources

We had cash of $296,509 and working capital of $284,496 as of December 31, 2011. We anticipate that we will incur the following expenses over the next twelve months:

·  
$164,000 in property option payments, annual claim filing fees, and exploration expenditures on the Company’s properties;

·  
$54,000 for operating expenses, including working capital and general, legal, accounting and administrative expenses associated with reporting requirements under the Securities Exchange Act of 1934.


 
18
 

Net cash used in operating activities during the nine- months ended December 31, 2011 was $258,294 compared to $212,557 during the nine-months ended December 31, 2010.  A portion of the increase relates to an increase in the net loss in the current period to $238,797 from $229,846 in the prior period.  In addition to the effect of the increased net loss was the recognition of negative ($25,604) in stock-based compensation in 2011 while stock-based compensation expense recognized in 2010 was $56,468.  Partially offsetting the effects of the net loss and stock-based compensation was the impact of changes in working capital.  In 2011 there was an outflow of $1,406 from an increase in prepaid expenses and an inflow of $7,513 from an increase in accounts payable and accrued liabilities.  In 2010 there were outflows of $534 from an increase in prepaid expenses and $38,545 from a decrease in accounts payable and accrued liabilities.  There was cash of $300,000 received from financing activities for a private placement in the nine-months ended December 31, 2011 while $500,000 cash was received from a private placement in 2010.   Investing activities in 2011 consisted of $16,000 paid for the reclamation bond for the CX property while there were no investing activities for the nine-months ended December 31, 2010.

The future of the Company is dependent upon its ability to obtain future financing and upon future profitable operations from the development of its mineral properties.  In November 2011 the Company completed a financing for total proceeds of $300,000.  The proceeds from this financing are sufficient for all of the Company’s commitments for the next 12 months. The Company expects that it will need approximately $218,000 to fund its operations to December 31, 2012.  We anticipate that in the future we will need additional funding and that such funding will be in the form of equity financing from the sale of our common stock.  However, we cannot provide investors with any assurance that we will be able to raise sufficient funding from the sale of our common stock to fund additional phases of the exploration program, should we decide to proceed.  We currently believe that debt financing will not be an alternative for funding any further phases in our exploration program.  The risky nature of this enterprise and lack of tangible assets places debt financing beyond the credit-worthiness required by most banks or typical investors of corporate debt until such time as an economically viable mine can be demonstrated.  We do not have any arrangements in place for any future equity financing.

Going Concern Consideration

As shown in the accompanying financial statements, the Company has incurred a net loss of $830,593 for the period from May 11, 2007 (inception) to December 31, 2011, and has no sales.  The future of the Company is dependent upon its ability to obtain financing and upon future profitable operations from the development of its mineral property.  Management may seek to raise additional capital in the future through the sale of equity. There are no present plans to do so and there can be no assurances that any such plans will be realized.  The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts of and classification of liabilities that might be necessary in the event the Company cannot continue in existence.
 
There is substantial doubt about the Company’s ability to continue as a going concern. Accordingly, its independent auditors included an explanatory paragraph in their report on the March 31, 2011 financial statements regarding concerns about the Company’s ability to continue as a going concern. The Company’s financial statements contain additional note disclosures describing the circumstances that lead to this disclosure by its independent auditors.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements.

Item 3.  Quantitative and Qualitative Disclosure About Market Risk.

Smaller reporting companies are not required to provide the information required by this Item.


 
19
 

Item 4.  Controls and Procedures.

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, the Company conducted an evaluation of our disclosure controls and procedures, as such term is defined under Rule 13a-15(e) and Rule 15d-15(e) promulgated under the Securities Exchange Act of 1934, as amended (Exchange Act), as of December 31, 2011. Based on this evaluation, our principal executive officer and principal financial officer have concluded that the Company’s disclosure controls and procedures were effective to ensure that information required to be disclosed by the Company in the reports filed or submitted under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms and that the Company’s disclosure and controls are designed to ensure that information required to be disclosed by the Company in the reports that we file or submit under the Exchange Act is accumulated and communicated to management, including our principal executive officer and principal financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING

There were no changes in our internal controls over financial reporting that occurred during our last fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

There are no pending legal proceedings to which the Company is a party or in which any director, officer or affiliate of the Company, any owner of record or beneficially of more than 5% of any class of voting securities of the Company, or security holder is a party adverse to the Company or has a material interest adverse to the Company.  The Company’s property is not the subject of any pending legal proceedings.

Item 1A. Risk Factors.

Smaller reporting companies are not required to provide the information required by this Item 1A.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

None.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. (Removed and Reserved)

Item 5. Other Information.

None.


 
20
 

Item 6. Exhibits.

Exhibit 31 - Certification of Principal Executive and Financial Officer pursuant to Rule 13a-14 of the Securities and Exchange Act of 1934 as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Exhibit 32 – Certification of Principal Executive and Financial Officer Pursuant to 18 U.S.C Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS **
 
XBRL Instance Document
101.SCH **
 
XBRL Taxonomy Extension Schema Document
101.CAL **
 
XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF **
 
XBRL Taxonomy Extension Definition Linkbase Document
101.LAB **
 
XBRL Taxonomy Extension Label Linkbase Document
101.PRE **
 
XBRL Taxonomy Extension Presentation Linkbase Document

 
21
 



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.

 
Date:   February 13, 2012
 
RANGER GOLD CORP.
 
By:   /s/ Gurpartap Singh Basrai
       Gurpartap Singh Basrai
       President, Chief Executive Officer, Secretary and Treasurer
       (Principal Executive, Financial, and Accounting Officer)

 
 
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