Annual Report (10-k)

U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES

EXCHANGE ACT OF 1934

For the fiscal year ended March 31, 2013

Commission file number: 000-53817

RANGER GOLD CORP.

(Exact name of registrant as specified in its charter)

Nevada		74-3206736
(State of incorporation)		(I.R.S. Employer Identification No.)

9120 Double Diamond Parkway, Suite 5018

Reno, Nevada, 89521

(Address of principal executive offices)

(775) 888-3133

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Exchange Act:

None

Securities registered pursuant to Section 12(g) of the Exchange Act:

Common Stock, $0.0001 par value

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ¨ No x

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

Indicate by check mark whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act 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 if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. x

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 ¨ (Do not check if a smaller reporting company)	Smaller Reporting Company x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x

The aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the average bid and asked price of such common equity as of September 30, 2012 was approximately $414,000.

The number of shares of the issuer’s common stock issued and outstanding as of July 12, 2013 was 48,020,000 shares.

Documents Incorporated By Reference: None

TABLE OF CONTENTS

			Page
Glossary of Mining Terms			3

PART I			6
	Item 1	Business	6
	Item 1A	Risk Factors	10
	Item 1B	Unresolved Staff Comments	16
	Item 2	Properties	17
	Item 3	Legal Proceedings	21
	Item 4	Mine Safety Disclosures	21

	PART II		22
	Item 5	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	22
	Item 6	Selected Financial Data	24
	Item 7	Management’s Discussion and Analysis of Financial Condition and Results of Operations	24
	Item 7A	Quantitative and Qualitative Disclosures About Market Risk.	31
	Item 8	Financial Statements and Supplementary Data.	32
	Item 9	Changes in and Disagreements With Accountants on Accounting and Financial Disclosure	50
	Item 9A	Controls and Procedures	50
	Item 9B	Other Information	51

	PART III		52
	Item 10	Directors, Executive Officers and Corporate Governance	52
	Item 11	Executive Compensation	54
	Item 12	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	55
	Item 13	Certain Relationships and Related Transactions, and Director Independence	56
	Item 14	Principal Accountant Fees and Services	57

	PART IV		58
	Item 15	Exhibits, Financial Statement Schedules	58

	SIGNATURES		59

Glossary of Mining Terms

Adit. Historic working driven horizontally, or nearly so into a hillside to explore for and exploit ore.

Adularia. A potassium-rich alteration mineral – a form of orthoclase.

Ag. Elemental symbol for silver.

Air track holes. Drill hole constructed with a small portable drill rig using an air-driven hammer.

Au. Elemental symbol for gold.

Core holes. A hole in the ground that is left after the process where a hollow drill bit with diamond chip teeth is used to drill into the ground. The center of the hollow drill fills with the core of the rock that is being drilled into, and when the drill is extracted, a hole is left in the ground.

Felsic Tertiary Volcanic Rocks. Quartz-rich rocks derived from volcanoes and deposited between two and sixty-five million years ago.

Geochemical sampling. Sample of soil, rock, silt, water or vegetation analyzed to detect the presence of valuable metals or other metals which may accompany them. For example, arsenic may indicate the presence of gold.

Geologic mapping. Producing a plan and sectional map of the rock types, structure and alteration of a property.

Geophysical survey. Electrical, magnetic, gravity and other means used to detect features, which may be associated with mineral deposits

Leaching . Leaching is a cost effective process where ore is subjected to a chemical liquid that dissolves the mineral component from ore, and then the liquid is collected and the metals extracted from it.

Level(s), Main underground passage driven along a level course to afford access to stopes or workings and provide ventilation and a haulageway for removal of ore.

Magnetic lows. An occurrence that may be indicative of a destruction of magnetic minerals by later hydrothermal (hot water) fluids that have come up along faults. These hydrothermal fluids may in turn have carried and deposited precious metals such as gold and/or silver.

Plug. A vertical pipe-like body of magma representing a volcanic vent similar to a dome.

Quartz Monzonite. A medium to coarse crystalline rock composed primarily of the minerals quartz, plagioclase and orthoclase.

Quartz Stockworks. A multi-directional system of quartz veinlets.

RC holes. Short form for Reverse Circulation Drill holes. These are holes left after the process of Reverse Circulation Drilling.

Resource. An estimate of the total tons and grade of a mineral deposit defined by surface sampling, drilling and occasionally underground sampling of historic diggings when available.

Reverse circulation drilling. A less expensive form of drilling than coring that does not allow for the recovery of a tube or core of rock. The material is brought up from depth as a series of small chips of rock that are then bagged and sent in for analysis. This is a quicker and cheaper method of drilling, but does not give as much information about the underlying rocks.

Scoping Study. A detailed study of the various possible methods to mine a deposit.

Sedimentation. The process of deposition of a solid material from a state of suspension or solution in a fluid (usually air or water).

Silicic dome. A convex landform created by extruding quartz-rich volcanic rocks.

Stope. An excavation from which ore has been removed from sub-vertical openings above or below levels.

Tertiary. That portion of geologic time that includes abundant volcanism in the western U.S.

Trenching. A cost effective way of examining the structure and nature of mineral ores beneath gravel cover. It involves digging long usually shallow trenches in carefully selected areas to expose unweathered rock and allow sampling.

Tuffaceous. Pertaining to sediments which contain up to 50% tuff.

Volcanic center. Origin of major volcanic activity

Volcanoclastic. Coarse, unsorted sedimentary rock formed from erosion of volcanic debris.

Forward-Looking Statements

This Annual Report on Form 10-K contains forward-looking information. Forward-looking information includes statements relating to future actions, prospective products, future performance or results of current or anticipated products, sales and marketing efforts, costs and expenses, interest rates, outcome of contingencies, financial condition, results of operations, liquidity, business strategies, cost savings, objectives of management of Ranger Gold Corp. (the “Company”, “Ranger”, “us” or “we”) and other matters. Forward-looking information may be included in this Annual Report on Form 10-K or may be incorporated by reference from other documents filed with the Securities and Exchange Commission (the “SEC”) by the Company. One can find many of these statements by looking for words including, for example, “believes,” “expects,” “anticipates,” “estimates” or similar expressions in this Annual Report on Form 10-K or in documents incorporated by reference in this Annual Report on Form 10-K. The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information or future events.

The Company has based the forward-looking statements relating to the Company’s operations on management’s current expectations, estimates and projections about the Company and the industry in which it operates. These statements are not guarantees of future performance and involve risks, uncertainties and assumptions that we cannot predict. In particular, we have based many of these forward-looking statements on assumptions about future events that may prove to be inaccurate. Accordingly, the Company’s actual results may differ materially from those contemplated by these forward-looking statements. Any differences could result from a variety of factors, including, but not limited to general economic and business conditions, competition, and other factors.

PART I

Item 1. Description of Business

We are engaged in natural resource exploration and anticipate acquiring, exploring, and if warranted and feasible, developing natural resource properties. Currently we are in the exploration state and are undertaking one exploration program in Nevada.

History

Ranger Gold Corp. (formerly Fenario, Inc.) (the “Company”) was incorporated on May 11, 2007 under the laws of the State of Nevada. 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.

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 consisted of 77 unpatented claims. On February 20, 2012 the Company gave notice of termination to MinQuest pursuant to the terms of the CX agreement. The Company has completed a drill program on the CX Property and based on the results of the program determined that the CX Property no longer fits with its business parameters. As a result of such termination, the CX Property has been returned to MinQuest and the Company has paid MinQuest $11,593 for claim fees, payments and expenses in order to maintain the property in good standing until February 2013. The Company no longer has any interest in the CX Property and no additional payments are 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 consisted of 98 unpatented claims. On February 19, 2013, the Company gave notice of termination to MinQuest pursuant to the terms of the Truman Agreement. The Company has determined that it cannot meet its financial obligations under the Agreement and has determined that the Truman Property no longer fits with its business parameters. As a result of such termination, the Truman Property has been returned to MinQuest and the Company has paid Minquest $14,753 for claim fees, payments and expenses in order to maintain the property in good standing until February 2014. The Company no longer has any interest in the Truman Property and no additional payments are required under the Truman Agreement.

On February 18, 2013, the Company executed a property lease agreement with Nevada Mine Properties II, Inc. (“NMP”) granting the Company a lease on 100% of the mining interests of a Nevada mineral exploration property currently controlled by NMP, a natural resource exploration company (the “Lease”). The property known as the Gent Property is located in Lander County, Nevada and currently consists of four unpatented claims. The Lease is for a period of 20 years. The Company paid NMP $5,000 upon signing the Lease and the Lease requires annual lease payments $5,000.

Business Operations

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 believe that 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. We believe, that selling or partnering a deposit found by us to these major mining companies, 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.

The search for valuable natural resources as a business is extremely risky. We can provide investors with no assurance that the property we have leased in Nevada contains 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 property, 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. We currently have one property under lease, and are in the early stages of exploring this property. There has been no indication as yet that any commercially viable mineral deposits exist on this property, and there is no assurance that a commercially viable mineral deposit exists on our property. Further exploration will be required before a final evaluation as to the economic and legal feasibility is determined.

Competition

The mineral exploration industry, in general, is intensively competitive and even if commercial quantities of ore are discovered, a ready market may not exist for sale of same. We compete with many exploration companies which have significantly greater personnel, financial, managerial, and technical resources than we do. This competition from other companies with greater resources and reputations may result in our failure to develop, maintain or expand our business.

Numerous factors beyond our control may affect the marketability of any substances discovered. These factors include market fluctuations, the proximity and capacity of natural resource markets and processing equipment, government regulations, including regulations relating to prices, taxes, royalties, land tenure, land use, importing and exporting of minerals and environmental protection. The exact effect of these factors cannot be accurately predicted, but the combination of these factors may result in our not receiving an adequate return on invested capital.

Government Regulation

The federal government and various state and local governments have adopted laws and regulations regarding the protection of natural resources, human health and the environment. We will be required to conduct all exploration activities in accordance with all applicable laws and regulations. These may include requiring working permits for any exploration work that results in physical disturbances to the land and locating claims, posting claims and reporting work performed on the mineral claims. The laws and regulations may tell us how and where we can explore for natural resources, as well as environmental matters relating to exploration and development. Because these laws and regulations change frequently, the costs of compliance with existing and future environmental regulations cannot be predicted with certainty.

Any exploration or production on United States Federal land will have to comply with the Federal Land Management Planning Act which has the effect generally of protecting the environment. Any exploration or production on private property, whether owned or leased, will have to comply with the Endangered Species Act and the Clean Water Act. The cost of complying with environmental concerns under any of these acts varies on a case-by-case basis. In many instances the cost can be prohibitive to development. Environmental costs associated with a particular project must be factored into the overall cost evaluation of whether to proceed with the project.

Other than the normal bonding requirements, there are no costs to us at the present time in connection with compliance with environmental laws. However, since we do anticipate engaging in natural resource projects, these costs could occur at any time. Costs could extend into the millions of dollars for which we could be liable. In the event of liability, we would be entitled to contribution from other owners so that our percentage share of a particular project would be the percentage share of our liability on that project. However, other owners may not be willing or able to share in the cost of the liability. Even if liability is limited to our percentage share, any significant liability would wipe out our assets and resources.

Employees

We have commenced only limited operations. Therefore, we have no full time employees. Our sole officer and two directors provide planning and organizational services for us on a part-time basis.

Subsidiaries

We do not have any subsidiaries.

Item 1A. Risk Factors

Factors that May Affect Future Results

1. Our independent auditor has issued a going concern opinion after auditing our financial statements. Our ability to continue is dependent on our ability to raise additional capital and our operations could be curtailed if we are unable to obtain required additional funding when needed.

We will be required to expend substantial amounts of working capital in order to explore and develop our mineral property. Our operations to date were funded entirely from capital raised from our private offerings of securities. We will continue to require additional financing to execute our business strategy. We are totally dependent on external sources of financing for the foreseeable future, of which we have no commitments. Our failure to raise additional funds in the future will adversely affect our business operations, and may require us to suspend our operations, which in turn may result in a loss to holders of our common stock. We are entirely dependent on our ability to attract and receive additional funding from either the sale of securities or outside sources such as private investment or a strategic partner. We currently have no firm agreements or arrangements with respect to any such financing and there can be no assurance that any needed funds will be available to us on acceptable terms or at all. The inability to obtain sufficient funding of our operations in the future could restrict our ability to grow and reduce our ability to continue to conduct business operations. For the year ended March 31, 2013 we have incurred a loss of $103,717 and from inception on May 11, 2007 to March 31, 2013 we have incurred a loss of $988,237 and we expect losses to continue in the future. After auditing our financial statements, our independent auditor issued a going concern opinion and our ability to continue is dependent on our ability to raise additional capital. If we are unable to obtain necessary financing, we will likely be required to curtail our development plans which could cause us to become dormant and could cause our shareholders to lose their investment in our company.

2. We will require additional funds in the future to achieve our current business strategy and our inability to obtain funding will cause our business to fail.

Based upon current plans we expect to incur operating losses in future periods. This will happen because there are expenses associated with the acquisition and exploration of natural resource properties. We have sufficient cash on hand to fund our operating needs to March 31, 2014. However, we will need to raise additional funds through public or private debt or equity sales in order to fund our future operations and fulfill contractual obligations. Any additional equity financing may involve substantial dilution to our then existing stockholders. These financings may not be available when needed. Even if these financings are available, it may be on terms that we deem unacceptable or are materially adverse to your interests with respect to dilution of book value, dividend preferences, liquidation preferences, or other terms. Our inability to obtain financing would have an adverse effect on our ability to implement our current exploration in Nevada, and as a result, could require us to diminish or suspend our operations and possibly cease our existence. Obtaining additional financing would be subject to a number of factors, including the market prices for the mineral property and silver and copper. These factors may make the timing, amount, terms or conditions of additional financing unavailable to us.

3. If we do not complete the required lease payments and capital expenditure requirements mandated in our Gent agreement with NMP we will lose our interest in our property and our business may fail.

If we do not make all of the property lease payments to NMP or incur the required expenditures in accordance with the Gent property agreement we will lose our ability to acquire the property and may not be able to continue to execute our business objectives if we are unable to find an alternate exploration interest. Since our payment obligations are non-refundable, if we do not make any payments, we will lose any payments previously made and all our rights to the property.

4. Because of our reliance on NMP our operations with respect to the Gent Property would be severely impacted should our relationship with NMP be terminated for any reason.

Our Gent property has been leased from NMP. As a result, NMP has significant knowledge about our property and it would be very difficult for us to replace NMP should our relationship with them be terminated for any reason. To date, there have not been any conflicts between the Company and NMP.

5. Because our Officer and Directors work for other companies engaged in mineral exploration, a potential conflict of interest could negatively impact our ability to acquire properties to explore and to run our business.

All of our Directors and Officers work for other mining and mineral exploration companies. Due to time demands placed on our Directors and Officers, and due to the competitive nature of the exploration business, the potential exists for conflicts of interest to occur from time to time that could adversely affect our ability to conduct our business. The Officers and Directors’ full-time employment with other entities limits the amount of time they can dedicate to us as a director or officer. Also, our Directors and Officers may have a conflict of interest in helping us identify and obtain the rights to mineral properties because they may also be considering the same properties. To mitigate these risks, we work with several geologists in order to ensure that we are not overly reliant on any one of our Directors to provide us with geological services. However, we cannot be certain that a conflict of interest will not arise in the future. To date, there have not been any conflicts of interest between any of our Directors or Officers and the Company.

6. Because of the speculative nature of exploration and development, there is a substantial risk that our business will fail.

The search for valuable natural resources as a business is extremely risky. We can provide investors with no assurance that the property we have in Nevada contains 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.

7. Because we have not commenced business operations, we face a high risk of business failure due to our inability to predict the success of our business.

We are in the initial stages of exploration of our mineral claims and thus have no way to evaluate the likelihood that we will be able to operate our business successfully. To date have been involved primarily in organizational activities, and the acquisition and exploration of the mineral claims. We have not earned any revenues as of the date of this report.

8. Because of the unique difficulties and uncertainties inherent in mineral exploration and the mining business, we face a high risk of business failure.

The search for valuable natural resources on our property is extremely risky as the exploration for natural resources is a speculative venture involving substantial risk. Few properties that are explored are ultimately developed into producing mines. Because the probability of an individual prospect ever having reserves is extremely remote, in all probability our property does not contain any reserves, and any funds we spent on exploration will probably be lost.

Mineral exploration involves a high degree of risk and exploration projects are frequently unsuccessful. To the extent that we continue to be involved in mineral exploration, the long-term success of our operations will be related to the cost and success of our exploration programs. The risks associated with mineral exploration include:

·	the identification of potential mineralization based on superficial analysis;

·	the quality of our management and our geological and technical expertise; and

·	the capital available for exploration and development.

Substantial expenditures are required to determine if a project has economically mineable mineralization. It may take several years to establish proven and probable reserves and to develop and construct mining and processing facilities. 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 develop our business.

9. Because we anticipate our operating expenses will increase prior to our earning revenues, we may never achieve profitability.

Prior to completion of our exploration stage, we anticipate that we will incur increased operating expenses without realizing any revenues. Therefore, we expect to incur significant losses into the foreseeable future. We recognize that if we are unable to generate significant revenues from the exploration of our mineral claims we will not be able to earn profits or continue operations. There is no history upon which to base any assumption as to the likelihood that we will prove successful, and we can provide investors with no assurance that we will generate any operating revenues or ever achieve profitable operations. If we are unsuccessful in addressing these risks, our business will most likely fail.

10. We may not be able to compete with current and potential exploration companies, some of whom have greater resources and experience than we do in developing mineral reserves.

The natural resource market is intensely competitive, highly fragmented and subject to rapid change. We may be unable to compete successfully with our existing competitors or with any new competitors. We compete with many exploration companies which have significantly greater personnel, financial, managerial, and technical resources than we do. This competition from other companies with greater resources and reputations may result in our failure to develop, maintain or expand our business.

11. The prices of metals are highly volatile and a decrease in metals prices could result in us incurring losses.

The profitability of natural resource operations are directly related to the market prices of the underlying commodities. The market prices of metals fluctuate significantly and are affected by a number of factors beyond our control, including, but not limited to, the rate of inflation, the exchange rate of the dollar to other currencies, interest rates, and global economic and political conditions. Price fluctuations in the metals markets from the time development of a mine is undertaken and the time production can commence can significantly affect the profitability of a mine. Accordingly, we may begin to develop a mineral property at a time when the price of the underlying metals make such exploration economically feasible and, subsequently, incur losses because metals prices have decreased. Adverse fluctuations of metals market price may force us to curtail or cease our business operations.

12. Because access to our mineral claims is restricted by inclement weather we may be delayed in our exploration

Access to our mineral property is restricted through some of the year due to weather in the local area. As a result, any attempt to test or explore the property is largely limited to the times when weather permits such activities. These limitations can result in significant delays in exploration efforts. Such delays can have a significant negative effect on our results of operations.

13. Because our President has only agreed to provide his services on a part-time basis, he may not be able or willing to devote a sufficient amount of time to our business operations, causing our business to fail.

Mr. Basrai, our sole officer, owns and operates several businesses. As a result of his duties and responsibilities with the other businesses Mr. Basrai provides his management services to a number of companies. Because we are in the early stages of our business, Mr. Basrai will not be spending all of his time working for the Company. Mr. Basrai will expend enough time to oversee the work programs that have been approved by the Company. Later, if the demands of our business require additional time from Mr. Basrai, he is prepared to adjust his timetable to devote more time to our business. However, it still may not be possible for Mr. Basrai to devote sufficient time to the management of our business, as and when needed, especially if the demands of Mr. Basrai’s other interests increase. Competing demands on Mr. Basrai’s time may lead to a divergence between his interests and the interests of our shareholders.

14. Damage to the environment could result from our operations. If our business is involved in one or more of these hazards, we may be subject to claims of a significant size which could force us to cease our operations.

Mineral resource exploration, production and related operations are subject to extensive rules and regulations of federal, state and local agencies. Failure to comply with these rules and regulations can result in substantial penalties. Our cost of doing business may be affected by the regulatory burden on the mineral industry since the rules and regulations frequently are amended or interpreted. We cannot predict the future cost or impact of complying with these laws.

Environmental enforcement efforts with respect to mineral operations have increased over the years, and it is possible that regulation could expand and have a greater impact on future mineral exploration operations. Although our management intends to comply with all legislation and/or actions of local, provincial, state and federal governments, non-compliance with applicable regulatory requirements could subject us to penalties, fines and regulatory actions, the cost of which could harm our results of operations. We cannot be sure that our proposed business operations will not violate environmental laws in the future.

Our operations and property are subject to extensive federal, state, and local laws and regulations relating to environmental protection, including the generation, storage, handling, emission, transportation and discharge of materials into the environment, and relating to safety and health. These laws and regulations may do any of the following: (i) require the acquisition of a permit or other authorization before exploration commences, (ii) restrict the types, quantities and concentration of various substances that can be released into the environment in connection with exploration activities, (iii) limit or prohibit mineral exploration on certain lands lying within wilderness, wetlands and other protected areas, (iv) require remedial measures to mitigate pollution from former operations and (v) impose substantial liabilities for pollution resulting from our proposed operations.

15. Our principal stockholder, who is also a Director and our sole officer, owns a controlling interest in our voting stock. Therefore investors will not have any voice in our management, which could result in decisions adverse to our general shareholders.

Our principal shareholder beneficially owns approximately 52.1% of our outstanding common stock. As a result of his ownership, the principal shareholder who is also our sole executive officer and a director is able to control all matters requiring shareholder approval, including the election of directors and removal of directors and approval of significant corporate transactions including:

·	amendment of our Articles of Incorporation or bylaws; and

·	adoption of measures that could delay or prevent a change in control or impede a merger, takeover or other business combination involving us.

RISKS RELATING TO OUR COMMON STOCK

16. We may, in the future, issue additional common shares, which would reduce investors’ percent of ownership and may dilute our share value.

Our Articles of Incorporation authorize the issuance of 500,000,000 common shares, of which 48,020,000 shares are issued and outstanding. The future issuance of our common shares may result in substantial dilution in the percentage of our common shares held by our then existing shareholders. We may value any common shares issued in the future on an arbitrary basis. The issuance of common shares for future services or acquisitions or other corporate actions may have the effect of diluting the value of the shares held by our investors, and might have an adverse effect on any trading market for our common shares.

17. Our sole executive officer, who is also a director, owns a controlling interest in our voting stock and may take actions that are contrary to your interests, including selling their stock.

Our sole executive officer, who is also a director, beneficially owns approximately 52.1% of our outstanding common stock. If and when he is able to sell his shares in the market, such sales by our sole executive officer within a short period of time could adversely affect the market price of our common stock if the marketplace does not orderly adjust to the increase in the number of shares in the market. This will result in a decrease in the value of your investment in the Company. Management's stock ownership may discourage a potential acquirer from making a tender offer or otherwise attempting to obtain control of us, which in turn could reduce our stock price or prevent our stockholders from realizing a premium over our stock price.

18. Our common shares are subject to the "Penny Stock" Rules of the SEC and we have no established market for our securities, which makes transactions in our stock cumbersome and may reduce the value of an investment in our stock.

The SEC has adopted Rule 15g-9 which establishes the definition of a "penny stock," for the purposes relevant to us, as any equity security that has a market price of less than $5.00 per share or with an exercise price of less than $5.00 per share, subject to certain exceptions. For any transaction involving a penny stock, unless exempt, the rules require: (i) that a broker or dealer approve a person's account for transactions in penny stocks; and (ii) the broker or dealer receive from the investor a written agreement to the transaction, setting forth the identity and quantity of the penny stock to be purchased. In order to approve a person's account for transactions in penny stocks, the broker or dealer must: (i) obtain financial information and investment experience objectives of the person; and (ii) make a reasonable determination that the transactions in penny stocks are suitable for that person and the person has sufficient knowledge and experience in financial matters to be capable of evaluating the risks of transactions in penny stocks.

The broker or dealer must also deliver, prior to any transaction in a penny stock, a disclosure schedule prescribed by the SEC relating to the penny stock market, which, in highlight form: (i) sets forth the basis on which the broker or dealer made the suitability determination; and (ii) that the broker or dealer received a signed, written agreement from the investor prior to the transaction.

Generally, brokers may be less willing to execute transactions in securities subject to the "penny stock" rules. This may make it more difficult for investors to dispose of our common stock and cause a decline in the market value of our stock.

Disclosure also has to be made about the risks of investing in penny stocks in both public offerings and in secondary trading and about the commissions payable to both the broker-dealer and the registered representative, current quotations for the securities and the rights and remedies available to an investor in cases of fraud in penny stock transactions. Finally, monthly statements have to be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks.

19. Because we do not intend to pay any cash dividends on our shares of common stock, our stockholders will not be able to receive a return on their shares unless they sell them.

We intend to retain any future earnings to finance the development and expansion of our business. We do not anticipate paying any cash dividends on our common stock in the foreseeable future. Unless we pay dividends, our stockholders will not be able to receive a return on their shares unless they sell them at a price higher than that which they initially paid for such shares.

20. Because we are not subject to compliance with rules requiring the adoption of certain corporate governance measures, our stockholders have limited protections against interested director transactions, conflicts of interest and similar matters.

The Sarbanes-Oxley Act of 2002, as well as rule changes proposed and enacted by the SEC, the New York and American Stock Exchanges and the Nasdaq Stock Market, as a result of Sarbanes-Oxley, require the implementation of various measures relating to corporate governance. These measures are designed to enhance the integrity of corporate management and the securities markets and apply to securities which are listed on those exchanges or the Nasdaq Stock Market. Because we are not presently required to comply with many of the corporate governance provisions and because we chose to avoid incurring the substantial additional costs associated with such compliance any sooner than necessary, we have not yet adopted these measures.

Because none of our directors are independent, we do not currently have independent audit or compensation committees. As a result, the directors have the ability, among other things, to determine their own level of compensation. Until we comply with such corporate governance measures, regardless of whether such compliance is required, the absence of such standards of corporate governance may leave our shareholders without protections against interested director transactions, conflicts of interest and similar matters and investors may be reluctant to provide us with funds necessary to expand our operations.

Item 1B. Unresolved Staff Comments

There are no unresolved staff comments.

Item 2. Description of Properties

We do not own any real property. We currently maintain our corporate office on a shared basis pursuant to a one-year lease which expires in September 2013 at 9120 Double Diamond Parkway, Suite 5018, Reno, Nevada, 89521. Monthly rent under the lease is $183. Management believes that our office space is suitable for our current needs.

In the following discussion relating to our interests in real property, there are references to “patented” mining claims and “unpatented” mining claims. A patented mining claim is one for which the U.S. government has passed its title to the claimant, giving that person title to the land as well as the minerals and other resources above and below the surface. The patented claim is then treated like any other private land and is subject to local property taxes. 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 one purchases an unpatented mining claim that is later declared invalid by the U.S. government, one could be evicted.

Map of the Gent Property located in Lander County, Nevada.

Gent Property

Acquisition of Interest

On February 18, 2013, the Company executed a property lease agreement with NMP granting the Company a lease on 100% of the mining interests of a Nevada mineral exploration property currently controlled by NMP, a natural resource exploration company (the “Lease”). The property known as the Gent Property is located in Lander County, Nevada and currently consists of four unpatented claims (the “Property”). The Lease is for a period of 20 years. The Company paid NMP $5,000 upon signing the Lease and the Lease requires annual lease payments $5,000.

Starting on the fifth anniversary of the Lease the Company will be obligated to spend a minimum of $50,000 on the Property as annual exploration expenditure requirements. Any exploration programs undertaken by the Company on the Property during the Lease period shall constitute an aggregate and will carry forward against any future expenditure requirements between the Company and NMP under the Lease. For so long as this Agreement is in effect, the Company is required to reimburse all payments necessary to keep the Property in good standing, including, but not limited to payment of any government filings, fees or taxes relating to the Company’s operations on the Property, and satisfying any federal and state filing and bonding requirements for maintaining the Property.

At any time after the payment of an aggregate $30,000 in Lease payments and the payment of claim fees for federal and county filing for the years 2013-2016 the Company may terminate the Agreement upon providing NMP with 60 days advance written notice. Upon termination, the Company will have no further obligations, except for reclamation obligations and environmental responsibilities that may have accrued as determined by local, state and federal entities.

Description and Location of the Gent Property

The Gent Property is located in the Shoshone Range, Lander County, Nevada. The property lies approximately fourteen miles east of Battle Mountain, Nevada. Access from Battle Mountain is approximately fourteen miles east on Interstate 80 to Argenta Exit #233. Then by the dirt frontage road on the south side of the Interstate as it crosses onto the property approximately 2 miles east of the Argenta exit. This dirt road then turns south and traverses the property.

Exploration History of the Gent Property

The Gent Property has had only limited historical exploration work completed. Early prospectors, probably pre-WWII, dug only a few shallow pits on the Gent claims along Water Canyon at the intersection of the Northern Nevada Rift with the massive NNE trending jasperoid. In 1986 to 1988 the WX Syndicate undertook rock chip sampling, pace-compass mapping, and drilled two shallow angle rotary holes bearing southerly. In 1997 and 1998 Minefinders Corporation took rock chip sampling, drilled four RC holes from two sites testing the range front jasperoid. Two of the four holes were abandoned due to caving alluvial gravels and fractured, broken ground.

Geology of the Gent Mineral Claims

Regionally the Gent Property is situated along the western edge of the Northern Nevada Rift (NNR), a narrow, northwest trending, 300 mile long zone of middle Miocene extensional faulting comprised of gold mines and deposits, vent complexes, and numerous feeder dikes. NNR rock consists of a 1200’ series of basalt and andesite lava flows and pyroclastic rocks overlain by an 800’ sequence of andesitic lava flows. The lower Miocene basalt-andesite section is underlain by Oligocene tuffs which unconformably overlie lower Paleozoic sedimentary rocks.

North-northeast faulting, known as the Argenta Rim forming the recessive Humboldt River valley rail and interstate corridor at the north end of the Shoshone Range, is manifested as a cross fault on the Gent clams as a 50’-100’ wide NNE striking, northwest dipping range front “jasperoid”. The jasperoid is madeup of extensive silicification, brecciation, and gold mineralization.

The Gent Property claims contain a low sulfidation, epithermal Au-Ag occurrence that occupies the intersection of NNW Northern Nevada Rift high angle structure and alteration with a NNE-trending, northwest dipping, silicified, brecciated quartz vein / “jasperoid” range fault traceable over 2,000’ on the Gent claims. NNE jasperoid, dipping basinward, contains elevated gold on surface and in sparse drilling. Hanging wall rocks, covered by several hundred feet of alluvium include silificified-argillized greywackes, siltstones, shales, conglomerate of the Ordovician Valmy Formation. Quartzites, greenstones, and limey siltstones capped by basalt and basaltic-andesites crop out in the footwall. NNW Northern Nevada Rift structure is exposed where north-draining Water Canyon gulch intersects and exposes the NNE massive range fault quartz jasperoid.

Current State of Exploration

The Gent Property claims presently do not have any known or assigned 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. Our planned exploration program is exploratory in nature and no mineral reserves may ever be found. Although drill holes are present within the property boundary, there is no drilled resource on our claims.

Geological Exploration Program

The Company has not yet undertaken any exploration on the Gent Property. For the remainder of 2013, the Company will work with NMP to determine the exploration approach on the Gent claims. The Company does not have any immediate plans to undertake any field work.

Truman Property

On February 19, 2013, the Company gave notice of termination to MinQuest pursuant to the terms of the Truman Agreement. The Company has determined that it cannot meet its financial obligations under the Agreement and has determined that the Truman Property no longer fits with its business parameters.

As a result of such termination, the Truman Property has been returned to MinQuest and the Company has paid Minquest $14,753 for claim fees, payments and expenses in order to maintain the property in good standing until February 2014. The Company no longer has any interest in the Truman Property and no additional payments are required under the Truman Agreement.

CX Property

On February 20, 2012 the Company gave notice of termination to MinQuest pursuant to the terms of the CX Agreement. The Company has completed a drill program on the CX Property and based on the results of the program determined that the CX Property no longer fits with its business parameters. As a result of such termination, the CX Property has been returned to MinQuest and the Company has paid Minquest $11,593 for claim fees, payments and expenses in order to maintain the property in good standing until February 2013. The Company no longer has any interest in the CX Property and no additional payments are required under the CX Agreement.

Item 3. 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 4. Mine Safety Disclosures

The Company currently has no mining operations.

PART II

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities

Market Information

Our common stock is traded on the Financial Industry Regulatory Authority Over The Counter Bulletin Board (“OTCBB”) under the symbol “RNGC.” The OTCBB does not have any quantitative or qualitative standards such as those required for companies listed on Nasdaq. The following table sets forth the range of quarterly high and low closing bid prices of the common stock as reported on http://finance.yahoo.com during the years ending March 31, 2013 and March 31, 2012:

Fiscal Quarter		Bid Price Information *
Year	Quarter	High Bid Price	Low Bid Price
2013	Fourth Quarter	$0.084	$0.0089
	Third Quarter	$0.037	$0.01
	Second Quarter	$0.056	$0.035
	First Quarter	$0.09	$0.06
2012	Fourth Quarter	$0.09	$0.06
	Third Quarter	$0.20	$0.045
	Second Quarter	$0.40	$0.195
	First Quarter	$1.27	$0.41

*The quotations reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not represent actual transactions.

Holders

On July 12, 2013, there were approximately thirty-three holders of record of the Company’s common stock.

Dividends

The Company has not declared or paid any cash dividends on its common stock nor does it anticipate paying any in the foreseeable future. Furthermore, the Company expects to retain any future earnings to finance its operations and expansion. The payment of cash dividends in the future will be at the discretion of its Board of Directors and will depend upon its earnings levels, capital requirements, any restrictive loan covenants and other factors the Board considers relevant.

Securities Authorized for Issuance under Equity Compensation Plans

We do not have any equity compensation plans that were approved by our shareholders. As of March 31, 2013, securities issued and securities available for future issuance under our 2010 Stock Option Plan (the “2010 Plan) were as follows:

Equity Compensation Plan Information
Plan Category	Number of securities to be issued upon exercise of outstanding options, warrants and rights	Weighted average exercise price of outstanding options, warrants and rights		Number of securities remaining available for future issuance
Equity compensation plans approved by security holders	-		-	-
Equity compensation plans not approved by security holders:
Options (1)	5,000,000		$0.68	3,600,000
Warrants (2)	1,100,000		$0.38	N/A

(1)	As of March 31, 2013, there were a total of 1,400,000 options granted and outstanding under the 2010 Plan with exercise prices ranging from $0.50 per share to $1.00 per share. All of the outstanding options have vested as of March 31, 2013.

(2)	Represents share purchase warrants granted as part of a private placement previously completed by the Company on January 25, 2010. Each warrant is exercisable into one share of common stock until January 25, 2015. All of the warrants have vested as at March 31, 2013.

The following discussion describes material terms of grants made pursuant to the 2010 Plan.

On February 3, 2010 the Board of Directors adopted 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 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 Board of Directors, 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 Board of Directors, with monies borrowed from us.

Subject to the foregoing, the Board of Directors has broad discretion to describe the terms and conditions applicable to options granted under the Plan. The Board of Directors 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 Board of Directors shall deem advisable.

Recent Sales of Unregistered Securities; Use of Proceeds from Registered Securities

There were no sales of unregistered securities that were not previously reported.

Purchases of Equity Securities by the Company and Affiliated Purchasers

None

Item 6. Selected Financial Data

A smaller reporting company, as defined by Item 10 of Regulation S-K, is not required to provide the information required by this item.

Item 7. Management’s Discussion and Analysis or Plan of Operation

Overview

We are a natural resource exploration company with an objective of acquiring, exploring, and if warranted and feasible, exploiting natural resource properties. Our primary focus in the natural resource sector is gold. 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 indeed. We therefore anticipate optioning or selling any ore bodies that we may discover to a major mining company. Most 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 optioning or selling 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.

The search for valuable natural resources as a business is extremely risky. We can provide investors with no assurance that the property we have leased in Nevada contains 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 geological 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 purchase or option of early stage properties. Currently we have one property under lease. We have not yet initiated an exploration program on our property. There has been no indication as yet that any mineral deposits exist on the property, and there is no assurance that a commercially viable mineral deposit exists on our property. 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.

Plan of Operation

During the twelve-month period ending March 31, 2013, our objective is to commence an exploration program on the Gent Property. The funds in our treasury are sufficient to meet all planned activities for the next twelve months. The Company expects that it will need approximately $59,000 to fund its operations during the next twelve months which will include property lease payments as well as the costs associated with maintaining an office. The Company completed a financing in November 2011 for total proceeds of $300,000. The cash from this financing is sufficient to fund its planned operations for the next twelve months. However, in order to continue to explore and develop its property in the future, the Company will need to obtain additional financing. Management may seek additional capital through private placements and public offerings of its common stock. Although there are no assurances that management’s plans will be realized, management believes that the Company will be able to continue operations in the future.

We continue to run our operations with the use of contract operators, and as such do not anticipate a change to our company staffing levels. We remain focused on keeping the staff compliment, which currently consists of our three directors and one investor relations person, at a minimum to conserve capital. Our staffing in no way hinders our operations, as outsourcing of necessary operations continues to be the most cost effective and efficient manner of conducting the business of the Company.

We do not anticipate any equipment purchases in the twelve months ending March 31, 2014.

The following is an overview of the project work to date, as well as anticipated work for the next twelve months. Specific dates when work will begin, and how long it will take to complete each step is subject to change due to the variables of weather, availability of work crews for a particular type of work, and the results of work that is planned, the outcome of which will determine what the next step on that project will be.

Gent Property

On February 18, 2013, the Company executed a property lease agreement with Nevada Mine Properties II, Inc. (“NMP”) granting the Company a lease on 100% of the mining interests of a Nevada mineral exploration property currently controlled by NMP, a natural resource exploration company (the “Lease”). The property known as the Gent Property is located in Lander County, Nevada and currently consists of four unpatented claims (the “Property”). The Lease is for a period of 20 years. The Company paid NMP $5,000 upon signing the Lease and the Lease requires annual lease payments $5,000.

The Company has not yet undertaken any exploration on the Gent Property. For the remainder of 2013 the Company will work with NMP to determine the exploration approach on the Gent claims. The Company does not have any immediate plans to undertake any field work.

Truman Property

On March 29, 2010, the Company executed a property option agreement (the “Truman Agreement”) with MinQuest, Inc. (“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 consisted of 98 unpatented claims (the “Truman Property”). Annual option payments and minimum annual exploration expenditures required by Mach 29, 2020 under the Truman Agreement consisted of $510,000 and $2,500,000 respectively. Upon execution of the Truman Agreement the Company paid MinQuest $10,000 as well as reimbursed MinQuest for the Truman Property’s holdings and related property costs in the amount of $7,859. On March 29, 2012 and 2011 the Company made the second and third property option payment required under the Truman Agreement of $10,000 and $20,000 respectively.

CX Property

On November 27, 2009 the Company executed a property option agreement (the “CX Agreement”) with MinQuest granting the Company the right to acquire 100% of the mining interests of a mineral exploration property controlled by MinQuest. The property known as the CX Property is located in Nye County, Nevada and currently consisted of 77 unpatented claims (the “CX Property”). Under the CX Agreement annual property option payments and minimum annual exploration expenditures of $480,000 and $2,500,000 respectively were required by February 25, 2020.

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 the CX Property holding and claim 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. As a result of the CX Property not containing any known or assigned resources, the Company has written down its property option payments in the statements of operations.

On February 20, 2012 the Company gave notice of termination to MinQuest pursuant to the terms of the CX Agreement. The Company has completed a drill program on the CX Property and based on the results of the program determined that the CX Property no longer fits with its business parameters. As a result of such termination, the CX Property has been returned to MinQuest and the Company has paid Minquest $11,593 for claim fees, payments, and expenses in order to maintain the property in good standing until February 2013. The Company no longer has any interest in the CX Property and no additional payments are required under the CX Agreement.

Results of Operations

The Year Ended March 31, 2013 compared to the Year Ended March 31, 2012

We did not earn any revenues during the years ended March 31, 2013 or 2012. We do not anticipate earning revenues until such time as we have entered into commercial production of our mineral property. 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 property, or if such resources are discovered, that we will enter into commercial production of our mineral property.

For the year ended March 31, 2013 we had a net loss of $103,717 compared to $292,724 for the year ended March 31, 2012. The reduction in the net loss was due to substantially lower mineral property exploration expenditures partially offset by a slight increase in general and administrative expenses in the year ended March 31, 2013 compared to the year ended March 31, 2012. Mineral property exploration expenditures decreased to $28,928 for the year ended March 31, 2013 from $207,277 for the year ended March 31, 2012. In February 2013 the Company terminated its Truman Property option agreement and has not yet commenced any exploration work on the Gent Property. As a result the Company did not incur significant mineral property exploration expenditures in the current year while during the year ended March 31, 2012, the Company was undertaking a drill program on the CX property. The Company terminated the CX Property

Agreement in February 2012. For the year ended March 31, 2013 the Company recognized a reversal of stock-based compensation of $4,428 while stock-based compensation for the year ended March 31, 2012 was a reversal of expense of $18,830. General and administrative expenses increased to $69,789 in the year ended March 31, 2013 from $65,447 in the prior year. The slight increase was largely due to increases in professional fees, investor relations, and filing fees for the year ended March 31, 2013 compared to the year ended March 31, 2012.

Liquidity and Capital Resources

We had cash of $131,337 and working capital of $129,198 as of March 31, 2013. We anticipate that we will incur the following expenses over the next twelve months:

-	$5,600 in connection with the property lease payment and claim filing fees under the Company’s Gent lease agreement;

-	$53,400 for operating expenses, including working capital and general, legal, accounting and administrative expenses associated with reporting requirements under the Securities Exchange Act of 1934.

Net cash used in operating activities during the year ended March 31, 2013 was $100,976 compared to $297,490 during the year ended March 31, 2012. A significant portion of the reduction in cash used in operations was due to a decrease in the net loss in the year ended March 31, 2013 to $103,717 from $292,724 during the year ended March 31, 2012. For the year ended March 31, 2013 there was an inflow of $2,169 from an increase in accounts payable and accrued liabilities while for the prior year the amount was an outflow of $5,926 from a decrease in accounts payable and accrued liabilities. For the year ended March 31, 2013 the Company recognized $4,428 from the reversal of stock-based compensation compared to the recognition of a reversal in expense of $18,830 for the year ended March 31, 2012. Investing activities for the year ended March 31, 2013 consisted of a $5,000 lease payment for the Gent Property while in 2012 the Company paid a $16,000 reclamation bond on its CX Property and made a $20,000 option payment on the Truman Property. There were no financing activities for the year ended March 31, 2013 while in 2012 the Company received $300,000 from the proceeds from a private placement.

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 property. In November 2011 the Company completed a financing for total proceeds of $300,000. However, the proceeds from this financing are not sufficient for all of the Company’s planned activities for the next 12 months. The Company expects that it will need approximately $59,000 to fund all of its planned operations through March 31, 2014. 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. We do not have any arrangements in place for any future financing.

Going Concern Consideration

As shown in the accompanying financial statements, the Company has incurred a net loss of $988,237 for the period from May 11, 2007 (inception) to March 31, 2013, 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, 2013 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.

Critical Accounting Policies

The preparation of financial statements, in conformity with generally accepted accounting principles in the United States of America, requires companies to establish accounting policies and to make estimates that affect both the amount and timing of the recording of assets, liabilities, revenues and expenses. Some of these estimates require judgments about matters that are inherently uncertain and therefore actual results may differ from those estimates.

A detailed summary of all of the Company’s significant accountings policies and the estimates derived therefrom is included in Note 3 to the Company’s financial statements for the year ended March 31, 2013. While all of the significant accounting policies are important to the Company’s financial statements, the following accounting policies and the estimates derived therefrom have been identified as being critical:

·	Exploration and Development Costs

·	Income Taxes

Exploration and Development Costs

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.

Income Taxes

The Company adopted FASB ASC 740, Income Taxes, at its inception deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets, including tax loss and credit carryforwards, 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 that includes the enactment date.

Deferred income tax expense represents the change during the period in the deferred tax assets and deferred tax liabilities. The components of the deferred tax assets and liabilities are individually classified as current and non-current based on their characteristics. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. No deferred tax assets or liabilities were recognized as of March 31, 2013.

Off-balance sheet arrangements

We have no off-balance sheet arrangements.

Recent Accounting Pronouncements

From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board (“FASB”) or other standard setting bodies that are adopted by the Company as of the specified effective date. Unless otherwise discussed, we believe that 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.

In December 2011, FASB issued Accounting Standards Update (“ASU”) 2011-11 which amends the guidance in ASC 210, Balance Sheet (ASC 210). The ASU requires an entity to disclose information about offsetting and related arrangements to enable users of its financial statements to understand the effect of those arrangements on its financial position. The ASU is effective for annual periods beginning on or after January 1, 2013. An entity should provide the disclosures required by those amendments retrospectively for all comparative periods presented.

In June 2011, the FASB issued Accounting Standards ASU 2011-05 to amend the guidance on the presentation of comprehensive income in ASC 220. ASU 2011-05 requires companies to present a single statement of comprehensive income or two separate but consecutive statements, a statement of operations and a statement of comprehensive income. ASU 2011-05 eliminates the alternative to present comprehensive income within the statement of equity. ASU 2011-05 does not change the items that must be reported in other comprehensive income or when an item of other comprehensive income must be reclassified to net income. The ASU should be applied retrospectively and is effective for annual periods beginning after December 15, 2011. In December 2011, the FASB issued ASU 2011-12, which deferred the changes in ASU 2011-05 that relate to the presentation of reclassifications out of accumulated other comprehensive income.

In May 2011, the FASB issued ASU 2011-04, which amends the guidance on fair value measurement in ASC 820 to converge the fair value measurement and disclosure requirements under GAAP and International Financial Reporting Standards (“IFRS”) fair value measurement and disclosure requirements. The amendments change the wording used to describe the requirements for measuring fair value, changes certain fair value measurement principles and enhances disclosure requirements. This guidance is effective for annual periods beginning after December 15, 2011, applied prospectively.

In January 2013, the FASB issued ASU No. 2013-01, “Clarifying the Scope of Disclosures about Offsetting Assets and Liabilities.” This pronouncement was issued to address implementation issues about the scope of Accounting Standards Update No. 2011-11 and to clarify the scope of the offsetting disclosures and address any unintended consequences. This pronouncement is effective for reporting periods beginning on or after January 1, 2013.

In February 2013, the FASB issued ASU No. 2013-02, ‘Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income.” This pronouncement was issued to improve the reporting of reclassifications out of accumulated other comprehensive income. The amendments in this update seek to attain that objective by requiring an entity to report the effect of significant reclassifications out of accumulated other comprehensive income on the respective line items in net income if the amount being reclassified is required under U.S. GAAP to be reclassified in its entirety to net income. For other amounts that are not required under U.S. GAAP to be reclassified in their entirety to net income in the same reporting period, an entity is required to cross-reference other disclosures required under U.S. GAAP that provide additional detail about those amounts. This would be the case when a portion of the amount reclassified out of accumulated other comprehensive income is reclassified to a balance sheet account (i.e. inventory) instead of directly to income or expense in the same reporting period. This pronouncement is effective prospectively for reporting periods beginning after December 15, 2012.

Item 7A Quantitative and Qualitative Disclosure About Market Risk

A smaller reporting company, as defined by Item 10 of Regulation S-K, is not required to provide the information required by this item.

Item 8. Financial Statements

RANGER GOLD CORP.

(An Exploration Stage Company)

-:-

INDEPENDENT AUDITOR’S REPORT

March 31, 2013 and 2012

Contents		Page



Report of Independent Registered Public Accountants		F - 1

Balance Sheets
	March 31, 2013 and 2012	F - 2

Statements of Operations for the
	Years Ended March 31, 2013 and 2012 and the Cumulative Period
	from May 11, 2007 (inception) to March 31, 2013	F - 3

Statement of Stockholders’ Equity
	Since May 11, 2007 (inception) to March 31, 2013	F - 4

Statements of Cash Flows for the
	Years Ended March 31, 2013 and 2012 and the Cumulative Period
	from May 11, 2007 (inception) to March 31, 2013	F - 6

Notes to Financial Statements		F - 8




ROBISON, HILL & CO.				Certified Public Accountants
A PROFESSIONAL CORPORATION
				DAVID O. SEAL, CPA
				W. DALE WESTENSKOW, CPA
				BARRY D. LOVELESS, CPA
				STEPHEN M. HALLEY, CPA

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS

Ranger Gold Corp.

(An Exploration Stage Company)

We have audited the accompanying balance sheets of Ranger Gold Corp. (an exploration stage company) as of March 31, 2013 and 2012 and the related statements of operations, and cash flows for the years ended March 31, 2013 and 2012 and the cumulative since May 11, 2007 (inception) to March 31, 2013, and the statement of stockholder’s equity since May 11, 2007 (inception) to March 31, 2013. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

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

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Ranger Gold Corp. (an exploration stage company) as of March 31, 2013 and 2012 and the results of its operations and its cash flows for the years ended March 31, 2013 and 2012 and the cumulative since May 11, 2007 (inception) to March 31, 2013, in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has incurred net losses since inception and has no source of revenues, which raise substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ Robison, Hill & Co.

Certified Public Accountants

Salt Lake City, Utah

July 12, 2013

F - 1

RANGER GOLD CORP .

(An Exploration Stage Company)

BALANCE SHEETS


	March 31,			March 31,
	2013			2012
ASSETS
Current Assets
Cash	$	131,337		$	237,313
Prepaid Expenses		1,100			1,100
Total Current Assets		132,437			238,413

Non-Current Assets
Reclamation Deposit (note 5)		16,000			16,000
Total Non-Current Assets		16,000			16,000

Total Assets	$	148,437		$	254,413

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities
Accounts Payable and Accrued Liabilities	$	3,239		$	1,070
Total Current Liabilities		3,239			1,070

Stockholders’ Equity
Preferred Stock, Par Value $.0001
Authorized 5,000,000 shares,
No shares issued at March 31, 2013 and 2012		—			—
Common Stock, Par Value $.0001
Authorized 500,000,000 shares,
Issued 48,020,000 shares at
March 31, 2013 (March 31, 2012 – 48,020,000)		4,802			4,802
Paid-In Capital		1,128,633			1,133,061
Deficit Accumulated Since Inception of Exploration Stage		(988,237	)		(884,520	)
Total Stockholders’ Equity		145,198			253,343

Total Liabilities and Stockholders’ Equity	$	148,437		$	254,413

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

F - 2

RANGER GOLD CORP.

(An Exploration Stage Company)

STATEMENTS OF OPERATIONS

							Cumulative
							Since
							May 11, 2007
	For the Year Ended March 31,						Inception of
							Exploration
	2013			2012			Stage
Revenues	$	—		$	—		$	—
Cost of Revenues		—			—			—
Gross Margin		—			—			—

Expenses
Mineral Property Exploration Expenditures		28,928			207,277			448,696
General and Administrative		69,789			65,447			453,996
Net Loss from Operations		(98,717	)		(272,724	)		(902,692	)

Other Income (Expense)
Interest		—			—			(545	)
Net Other Income (Expense)		—			—			(545	)

Write-down of Mineral Property Acquisition Payments		(5,000	)		(20,000)			(85,000	)

Net Loss	$	(103,717	)	$	(292,724	)	$	(988,237	)

Basic and Diluted Loss Per Share	$	(0.00	)	$	(0.01)

Weighted Average Shares Outstanding		48,020,000			46,754,247

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

F - 3

RANGER GOLD CORP.

(An Exploration Stage Company)

STATEMENT OF STOCKHOLDERS’ EQUITY (DEFICIT)

											Deficit
											Accumulated
											During
	Preferred Stock				Common Stock				Paid-In		Exploration
	Shares		Par Value		Shares		Par Value		Capital		Stage		Total
Balance at May 11, 2007
(inception)		-	$	-		-	$	-	$	-	$	-	$	-

Common Stock Issued to Founder
at $0.00002 per share, May, 2007		-		-		25,000,000		2,500		(2,000)		-		500
Common Stock Issued at $0.002
per share, January, 2008		-		-		20,000,000		2,000		38,000		-		40,000
Net Loss		-		-		-		-		-		(2,850)		(2,850)

Balance at March 31, 2008		-		-		45,000,000		4,500		36,000		(2,850)		37,650
Net Loss		-		-		-		-		-		(53,980)		(53,980)

Balance at March 31, 2009		-		-		45,000,000		4,500		36,000		(56,830)		(16,330)

Contributions from shareholders		-		-		-		-		36,035		-		36,035
Common Stock Issued at $0.15 per
share, January, 2010		-		-		550,000		55		82,445		-		82,500
Common Stock Issued at $0.15 per
share, March, 2010		-		-		70,000		7		10,493		-		10,500
March 2010, Compensation
from the Issuance of Stock
Options at Fair Market Value		-		-		-		-		58,626		-		58,626
Net Loss		-		-		-		-		-		(187,903)		(187,903)

Balance March 31, 2010		-		-		45,620,000		4,562		223,599		(244,733)	$	(16,572)

Common Stock Issued at $1.25 per
share, April, 2010		-		-		400,000		40		499,960		-		500,000
Options at Fair Market Value		-		-		-		-		128,532		-		128,532
Net Loss		-		-		-		-		-		(347,063)
Balance March 31, 2011 (carried forward)		-	$	-		46,020,000	$	4,602	$	852,091	$	(591,796)	$	264,897

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

F - 4

RANGER GOLD CORP.

(An Exploration Stage Company)

STATEMENT OF STOCKHOLDERS’ EQUITY (DEFICIT)

(Continued)

											Deficit
											Accumulated
											During
	Preferred Stock				Common Stock				Paid-In		Exploration
	Shares		Par Value		Shares		Par Value		Capital		Stage		Total
Balance at March 31, 2011
(brought forward)		—	$	—		46,020,000	$	4,602	$	852,091	$	(591,796)	$	264,897

Common Stock Issued at $0.15
per share, November 18, 2011		—		—		2,000,000		200		299,800		—		300,000

Options at Fair Market Value		—		—		—		—		(18,830)		—		(18,830)

Net Loss		—		—		—		—		—		(292,724)		(292,724)

Balance at March 31, 2012		—		—		48,020,000		4,802		1,133,061		(884,520)		253,343

Options at Fair Market Value		—		—		—		—		(4,428)		—		(4,428)

Net Loss		—		—		—		—		—		(103,717)		(103,717)

Balance at March 31, 2013		—	$	—		48,020,000	$	4,802	$	1,128,633	$	(988,237)	$	145,198

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

F - 5

RANGER GOLD CORP.

(An Exploration Stage Company)

STATEMENTS OF CASH FLOWS

							Cumulative
	For the Year Ended March 31,						Since May 11, 2007
							Inception of
	2013			2012			Exploration Stage
CASH FLOWS FROM OPERATING ACTIVITIES
Net Loss	$	(103,717	)	$	(292,724	)	$	(988,237	)
Adjustments to Reconcile Net Loss to Net
Cash Used in Operating Activities
Compensation Expense of Stock Options		(4,428	)		(18,830	)		163,900
Write-down of Mineral Property Acquisition Cost		5,000			20,000			85,000
Change in Operating Assets and Liabilities
(Increase) Decrease in Prepaid Expenses		—			(10	)		(1,100	)
Increase (Decrease) in Accounts Payable and Accrued Liabilities		2,169			(5,926	)		21,944
Net Cash Used in Operating Activities		(100,976	)		(297,490	)		(718,493	)

CASH FLOWS FROM INVESTING ACTIVITIES
Mineral Property Acquisition Costs		(5,000	)		(20,000	)		(85,000	)
Reclamation Deposit		—			(16,000	)		(16,000	)
Net Cash Used in Investing Activities		(5,000	)		(36,000	)		(101,000	)

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from Sale of Common Stock		—			300,000			933,500
Net Proceeds from Loan Payable		—			—			17,330
Net Cash Provided by Financing Activities		—			300,000			950,830

Net Increase in Cash and Cash Equivalents		(105,976	)		(33,490	)		131,337
Cash and Cash Equivalents at Beginning of Period		237,313			270,803			—
Cash and Cash Equivalents at End of Period	$	131,337		$	237,313		$	131,337

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

F - 6

RANGER GOLD CORP.

(An Exploration Stage Company)

STATEMENTS OF CASH FLOWS

(Continued)

					Cumulative
					Since
					May 11, 2007
	For the Year Ended March 31,				Inception of
					Exploration
	2013		2012		State
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

SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:

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 portion of the options has been revalued for the years ended March 31, 2013 and 2012. This results in a reversal of stock-based consulting expense of ($4,428) and ($18,830) being recorded in the Statements of Operations for the years ended March 31, 2013 and 2012 respectively.

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

F - 7

NOTE 1 – NATURE OF BUSINESS AND OPERATIONS

Organization and Basis of Presentation

Ranger Gold Corp. (formerly Fenario, Inc.) (“the Company”) was incorporated on May 11, 2007 under the laws of the State of Nevada. 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.

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 shares of common stock, 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 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.

In connection with the name change, the written consent also adopted a resolution to split the Company’s common stock. The Board of Directors subsequently approved a 5:1 forward stock split. The record and payment dates of the forward split were January 15 and January 21, 2010 respectively. All of the common shares issued and outstanding on January 15, 2010 were split. All references to share and per share amounts have been restated in these financial statements to reflect the split.

The accompanying financial statements have been prepared in U.S. dollars and in accordance with accounting principles generally accepted in the United States on a going concern basis.

Nature of Operations

The Company has no products or services as of March 31, 2013. The Company is currently engaging in the acquisition, exploration, and if warranted and feasible, development of natural resource properties. The Company currently has one property under lease in Nevada. The Company’s property does not have any known or assigned resources or reserves.

NOTE 2 – ABILITY TO CONTINUE AS A GOING CONCERN

The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities and commitments in the normal course of business. The Company has incurred a net loss of $988,237 for the period from May 11, 2007 (inception) to March 31, 2013, and has no sales.

The Company's ability to continue as a going concern is dependent on its ability to develop its natural resource property and ultimately achieve profitable operations and to generate sufficient cash flow from financing and operations to meet its obligations as they become payable. The Company expects that it will need approximately $59,000 to fund its planned operations during the next twelve months which will include a property lease payment, annual claim fees as well as the costs associated with maintaining an office. The Company completed a financing in November 2011 for total proceeds of $300,000. The cash from this financing is sufficient to fund its planned operations for the next twelve months. However, in order to continue to explore and develop its property in the future, the Company will need to obtain additional financing. Management may seek additional capital through private placements and public offerings of its common stock. Although there are no assurances that management’s plans will be realized, management believes that the Company will be able to continue operations in the future. Accordingly, no adjustment relating to the recoverability and classification of recorded asset amounts and the classification of liabilities has been made to the accompanying financial statements in anticipation of the Company not being able to continue as a going concern.

F - 8

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.

NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Management’s Estimates and Assumptions

The preparation of financial statements in conformity with generally accepted accounting principles requires the Company’s management to make estimates and assumptions that affect the amounts reported in these financial statements and notes. Significant areas requiring the use of estimates relate to accrued liabilities, stock-based compensation, and the impairment of long-lived assets. Management believes the estimates utilized in preparing these financial statements are reasonable and prudent and are based on management’s best knowledge of current events and actions the Company may undertake in the future. Actual results could differ significantly 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.

Foreign Currency

The Company’s functional currency is the U.S. dollar and to date has undertaken the majority of its transactions in U.S. dollars. Any transaction gains and losses that may take place will be included in the statement of operations as they occur.

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 all of its cash balances with one financial institution in the form of a demand deposit.

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 March 31, 2013 and 2012 the company had outstanding 1,400,000 common stock options and 1,100,000 share purchase warrants. The effects of the Company’s common stock equivalents are anti-dilutive for March 31, 2013 and 2012 and are thus not presented.

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 has disclosed 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.

Income Taxes

F - 9

Uncertain Tax Positions

The Company adopted the provisions of ASC 740-10-50, formerly FIN 48, Accounting for Uncertainty in Income Taxes. The Company had no material unrecognized income tax assets or liabilities for the period ended March 31, 2013 or for years ended March 31, 2013 or 2012. The Company’s policy regarding income tax interest and penalties is to expense those items as general and administrative expense but to identify them for tax purposes. During the years ended March 31, 2013 and 2012, there were no income tax, or related interest and penalty items in the income statement, or liability on the balance sheet. The Company files income tax returns in the U.S. federal jurisdiction. Tax years 2011 to present remain open to U.S. Federal income tax examination. The Company is not currently involved in any income tax examinations.

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 book values of cash, prepaid expenses, and accounts payable approximate their respective fair values due to the short-term nature of these instruments. The fair value hierarchy under GAAP distinguishes between assumptions based on market data (observable inputs) and an entity’s own assumptions (unobservable inputs). The hierarchy consists of three levels:

F - 10

	•	Level one — inputs utilize quoted prices (unadjusted) in active markets for identical assets or liabilities;
	•	Level two — inputs are inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly such as interest rates, foreign exchange rates, and yield curves that are observable at commonly quoted intervals; and
	•	Level three — Unobservable inputs developed using estimates and assumptions, which are developed by the reporting entity and reflect those assumptions that a market participant would use.

Determining which category an asset or liability falls within the hierarchy requires significant judgment. We evaluate our hierarchy disclosures each quarter.

Recent Accounting Pronouncements

F - 11

NOTE 4 – MINERAL PROPERTY INTERESTS

Gent Property

On February 18, 2013, the Company executed a property lease agreement with Nevada Mine Properties II, Inc. (“NMP”) granting the Company a lease on 100% of the mining interests of a Nevada mineral exploration property currently controlled by NMP, a natural resource exploration company (the “Lease”). The property known as the Gent Property is located in Lander County, Nevada and currently consists of four unpatented claims (the “Property”). The Lease is for a period of 20 years. The Company paid NMP $5,000 upon signing the Lease and the Lease requires annual lease payments $5,000.

Truman Property

On March 29, 2010, the Company executed a property option agreement (the “Truman Agreement”) with MinQuest, Inc. (“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 consisted of 98 unpatented claims (the “Truman Property”). Annual option payments and minimum annual exploration expenditures required by March 29, 2020 under the Truman Agreement consisted of $510,000 and $2,500,000 respectively. Upon execution of the Truman Agreement the Company paid MinQuest $10,000 as well as reimbursed MinQuest for the Truman Property’s holdings and related property costs in the amount of $7,859. On March 29, 2012 and 2011 the Company made the second and third property option payment required under the Truman Agreement of $10,000 and $20,000 respectively.

As a result of such termination, the Truman Property has been returned to MinQuest and the Company has paid MinQuest $14,753 for claim fees, payments and expenses in order to maintain the property in good standing until February 2014. The Company no longer has any interest in the Truman Property and no additional payments are required under the Truman Agreement.

F - 12

CX Property

NOTE 5 – RECLAMATION DEPOSIT

Prior to commencement of its drill program on the CX Property the Company paid a $16,000 reclamation deposit. The Company is currently completing the required remediation on the CX Property now that it has completed its drill program. Upon completion of the remediation, the Company will apply for a refund of its bond.

NOTE 6 - LOAN PAYABLE

The loan payable was due on demand and bore interest at 5% per annum. Upon the acquisition of control by Mr. Basrai on October 28, 2009 the loan and accrued interest in the total amount of $17,330 was forgiven by the lender.

NOTE 7 – SHARE CAPITAL

Common Stock

In May 2007 the Company issued 25,000,000 shares of common stock to the founder of the Company at $0.00002 per share for total proceeds of $500.

In January 2008 the Company sold 20,000,000 shares of common stock to private investors at $.002 per share for gross proceeds of $40,000.

On January 25, 2010 the Company completed a private placement issuing 550,000 units at $0.15 per unit for total proceeds of $82,500. The units were offered by the Company pursuant to an exemption from registration under Regulation S of the Securities Act of 1933, as amended. Each unit consisted of one common share of the Company and two non-transferable share purchase warrants, designated Class A and Class B. The Class A warrants are exercisable at a price of $0.25 per share and the Class B warrants are exercisable at a price of $0.50 per share. The Class A warrants are exercisable commencing January 25, 2011 and the Class B warrants are exercisable commencing January 25, 2012. Both the Class A and Class B warrants expire on January 25, 2015.

On March 10, 2010 the Company closed a private placement of 70,000 common shares at $0.15 per share for a total offering price of $10,500. 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 one non-U.S. persons.

F - 13

On April 20, 2010, the Company completed a private placement of 400,000 common shares at $1.25 per share for a total offering price of $500,000. 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.

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 Splits

On November 9, 2009 the Company received a written consent in lieu of a meeting of stockholders (the “Written Consent”) from the holder of 25,000,000 (at the time representing 55.5%) of the issued and outstanding shares of our common stock. The Written Consent adopted the resolution to change the Company’s name to Ranger Gold Corp. In connection with the name change the Written Consent also adopted a resolution to split the Company’s common stock. The Board of Directors subsequently approved a 5:1 forward stock split. The record and payment dates of the forward split were January 15 and January 21, 2010 respectively. All of the common shares issued and outstanding on January 15, 2010 were split. All references to share and per share amounts have been restated in these financial statements to reflect the split.

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 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. No stock options have been granted under the 2010 Plan.

For the year ended March 31, 2010, 1,400,000 stock options were granted to various consultants at exercise prices of $0.50 and $1.00 per share. No options were granted under the 2010 Plan during the years ended March 31, 2013 or 2012. The Black-Scholes option pricing model was used to calculate to estimate the fair value of the options granted in 2010. The following assumptions were made:

Risk Free Rate	0.18%
Expected Life of Option	5 years
Expected Volatility of Stock (Based on Historical Volatility)	84.1%
Expected Dividend yield of Stock	0.00

The vesting period for some of these options is up to three years. As a result, the unvested portion of the options has been revalued for the years ended March 31, 2013 and 2012 resulting in a reversal of stock-based consulting expense of ($4,428) for the year ended March 31, 2013 (2012- ($18,830) reversal of expense) with ($4,428) (2012 – ($18,830)) being recorded as a reduction in mineral property exploration expenditures and $0 (2012- $0) as general and administrative.

F - 14

The following table sets forth the options outstanding under the 2010 Plan as of March 31, 2013:

	Available for Grant		Options Outstanding		Weighted Average Exercise Price
Balance, March 31, 2011		3,600,000		1,400,000	$	0.68
Options granted		-		-		-
Balance, March 31, 2013 and 2012		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 March 31, 2013:

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	1.96	$ 0.50	900,000	$ 0.50
$ 1.00	500,000	1.96	$ 1.00	500,000	$ 1.00
	1,400,000		$ 0.68	1,400,000	$ 0.68

The aggregate intrinsic value of stock options outstanding at March 31, 2013was $0 (2012 - $0) and the aggregate intrinsic value of stock options exercisable at March 31, 2013 was also $0 (2012 - $0). No stock options were exercised in either of the years ended March 31, 2013 or 2012. As of March 31, 2013 there was $0 in unrecognized compensation expense.

A summary of status of the Company’s unvested stock options as of March 31, 2013 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		$	0.68	$	0.27
Vested		(100,000	)	$	0.50	$	0.29

Unvested at March 31, 2012		200,000		$	0.50	$	0.29
Vested		(200,000	)	$	0.50	$	0.29

Unvested at March 31, 2013		-		$	-	$	-

Warrants

On January 25, 2010, the Company issued 550,000 Class A warrants and 550,000 Class B warrants. Each Class A warrant is exercisable for one common share at an exercise price of $0.25 per warrant for a period of four years commencing January 25, 2011. Each Class B warrant is exercisable for one common share at an exercise price of $0.50 per warrant for a period of three years commencing January 25, 2012.

The following table sets forth common share purchase warrants outstanding as of March 31, 2013:

	Warrants Outstanding
Balance, March 31, 2011		1,100,000
Warrants granted		-
Balance, March 31, 2013 and 2012		1,100,000

F - 15

The following table lists the common share warrants outstanding at March 31, 2013. 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	1.83	550,000	$ 0.25
550,000	$ 0.50	1.83	550,000	$ 0.50
1,100,000			1,100,000

NOTE 8 - INCOME TAXES

Deferred tax assets of the Company are as follows:

	2013			2012
Non-capital losses carried forward		279,700			242,900
Less: valuation allowance		(279,700	)		(242,900	)
Deferred tax asset recognized		-			-

A valuation allowance has been recorded to reduce the net benefit recorded in the financial statements related to these deferred tax assets. The valuation allowance is deemed necessary as a result of the uncertainty associated with the ultimate realization of these deferred tax assets.

The provision for income tax differs from the amount computed by applying statutory federal income tax rate of 34% (2012 – 34%) to the net loss for the year. The sources and effects of the tax differences are as follows:

	2013			2012
Computed expected tax benefit		35,300			99,500
Permanent differences		1,500			6,400
Change in valuation allowance		(36,800	)		(105,900	)
Income tax provision		-			-

As of March 31, 2013, the Company had a net operating loss carryforward for income tax reporting purposes of approximately $822,647 (2012 - $714,500) which expire between 2028 and 2032.

NOTE 9 - RELATED PARTY TRANSACTIONS

During the year ended March 31, 2013 the Company paid two of its directors $500 per month to serve on its Board of Directors. Effective as of January 7, 2013 one of the directors resigned. The payments are made quarterly in advance. The total amount paid to the Directors for the year ended March 31, 2013 was $10,500 (2012 - $12,000).

The Company also 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 or option by the Company. The Company paid $0 for fees and reimbursement of expenses under this agreement for the year ended March 31, 2013 (2012 - $0).

The Company’s President and CEO does not draw a regular salary from the Company. During the year ended March 31, 2013 the Company did not make any payments to its President and CEO (2012 - $10,000) in management fees. No other amounts were paid to the President and CEO.

NOTE 10 - COMMITMENTS AND CONTINGENCIES

In September 2012 the Company renewed its lease for its shared office space for one more year at a rate of $183 per month.

F - 16

Item 9. Changes In and Disagreements with Accountants on Accounting and Financial Disclosure

None

Item 9A. Controls and Procedures

DISCLOSURE CONTROLS AND PROCEDURES

The Company’s management, including its chief executive officer and chief financial officer, carried out an evaluation of the effectiveness of the design and operation of its disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as of March 31, 2013, the date of the Company’s most recently completed fiscal year end. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Based upon our evaluation, our chief executive officer and chief financial officer concluded that our disclosure controls and procedures are effective, as of March 31, 2013, in ensuring that material information that we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission rules and forms.

MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

Our management is responsible for establishing and maintaining adequate internal control over financial reporting. As defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act, internal control over financial reporting is a process designed by, or under the supervision of, a company’s principal executive and principal financial officers, and effected by a company’s board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

The Company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records, that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the Company’s assets; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of the Company’s management and directors; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

The Company’s management assessed the effectiveness of the Company’s internal control over financial reporting as of March 31, 2013. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission ( “COSO”) in Internal Control - Integrated Framework. Based on the Company’s assessment, our management has concluded that, as of March 31, 2013, the Company’s internal control over financial reporting was effective based upon the COSO criteria.

Lack of Segregation Of Duties

Management is aware that there is a lack of segregation of duties at the Company due to the small number of employees dealing with general administrative and financial matters. However, at this time management has decided that considering the abilities of the employees now involved and the control procedures in place, the risks associated with such lack of segregation are low and the potential benefits of adding employees to clearly segregate duties do not justify the substantial expenses associated with such increases. Management will periodically reevaluate this situation.

This annual report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to rules of the SEC that permit the Company to provide only management’s report in this annual report.

CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING

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

Item 9B. Other Information

None

PART II

Item 10. Directors, Executive Officers and Corporate Governance

Directors and Officers

All directors of our Company hold office until the next annual general meeting of the stockholders or until their successors are elected and qualified. The officers of our Company are appointed by our board of directors and hold office until their earlier death, retirement, resignation or removal. Our directors, executive officers and other significant employees, their ages, positions held and duration each person has held that position, are as follows:

Name	Position Held with the Company	Age	Date First Appointed
Gurpartap Singh Basrai	Chairman, President, Chief Executive Officer, Chief Operating Officer, Secretary Treasurer, and Director	61	October 28, 2009
Paul Strobel	Director	65	November 6, 2009

Business Experience

The following is a brief account of the education and business experience of each director, executive officer and key employee during at least the past five years, indicating each person’s principal occupation during the period, and the name and principal business of the organization by which he was employed.

Gurpartap Singh Basrai is an accomplished businessman who has owned and operated several businesses in the Fremont, California area for the last 30 years. In 2004 he was the President of the Alameda County Pharmacist Association and is a current Board member of the Alameda Alliance for Health, a company which provides health care coverage to over 100,000 children and adults. In addition, Mr. Basrai is an active consultant to several Intermediate Care Facilities as well as the Fremont Surgery Center. Mr. Basrai holds a Doctorate of Pharmacy from the UOP School of Pharmacy. Mr. Basrai is also the sole executive officer of Tundra Gold Corp., a publicly-traded, junior exploration company. Mr. Basrai was appointed to the Board of Directors as he is an accomplished business man with decades of experience in operating successful businesses.

Paul Strobel is an accomplished geologist who has over 30 years of practical experience. Since 2008 he has been the Managing Partner of Western Resource Consultants which is a privately-held business providing consulting services to the mineral exploration industry. Prior to his current role he was a Vice President at Gold Reef International for one year, General Manager at Chambers Group, Inc. for one year and from 1997 to 2005 he was a contract geologist for Marston Environmental. Mr. Strobel holds a Bachelor of Science degree from the University of Arizona. Mr. Strobel is also the sole executive officer of Grizzly Gold Corp., a publicly-traded, junior exploration company. Mr. Strobel was appointed to the Board of Directors as he is a geologist with decades of experience.

There are no family relationships among our directors or officers. None of our directors or officers has been affiliated with any company that has filed for bankruptcy within the last ten years. We are not aware of any proceedings to which any of our officers or directors, or any associate of any such officer or director, is a party adverse to our company or has a material interest adverse to it. There are no agreements with respect to the election of Directors. Other than described below, we have not compensated our Directors for service on our Board of Directors, any committee thereof, or reimbursed for expenses incurred for attendance at meetings of our Board of Directors and/or any committee of our Board of Directors.

Audit Committee Financial Expert

The Board of Directors has not established an audit committee and does not have an audit committee financial expert. The Board is seeking additional Board members whom it hopes will qualify as such an expert.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934 requires officers and Directors of the Company and persons who own more than ten percent of a registered class of the Company’s equity securities to file reports of ownership and changes in their ownership with the Securities and Exchange Commission, and forward copies of such filings to the Company. We believe, based solely on our review of the copies of such forms, that during the fiscal year ended March 31, 2011, all reporting persons complied with all applicable Section 16(a) filing requirements.

Code of Ethics

The Company has not adopted a Code of Ethics, as defined by SEC rules that applies to the Company's Chief Executive Officer and Chief Financial Officer, and Secretary (its principal executive officer and principal accounting and financial officer). The Company has not adopted such a Code of Ethics because of the small size and limited resources of the Company, and because management's attention has been focused on matters pertaining to raising capital and the operation of the business.

Potential Conflicts of Interest

Since we do not have an audit or compensation committee comprised of independent directors, the functions that would have been performed by such committees are performed by our directors. The Board of Directors has not established an audit committee and does not have an audit committee financial expert, nor has the Board established a nominating committee. The Board is of the opinion that such committees are not necessary since the Company has only three directors, and to date, such directors have been performing the functions of such committees. Thus, there is a potential conflict of interest in that our directors and officers have the authority to determine issues concerning management compensation, nominations, and audit issues that may affect management decisions. We are not aware of any other conflicts of interest with any of our executive officers or directors.

Involvement in Certain Legal Proceedings

There are no legal proceedings that have occurred within the past ten years concerning our directors, or control persons which involved a criminal conviction, a criminal proceeding, an administrative or civil proceeding limiting one's participation in the securities or banking industries, or a finding of securities or commodities law violations.

Changes to Procedures for Recommendations of Director Nominees

During the fiscal year ended March 31, 2013, there were no material changes to the procedures by which security holders may recommend nominees to our board of directors.

Item 11. Executive Compensation

Summary Compensation Table

The table below sets forth information concerning compensation paid, earned or accrued by our chief executive officer (“Named Executive Officer”) for the last two fiscal years. No executive officer earned compensation in excess of $100,000 during our 2013 and 2012 fiscal years.

SUMMARY COMPENSATION TABLE

										Non-Equity		Nonqualified		All
Name and						Stock		Option		Incentive Plan		Deferred		Other
Principal		Salary		Bonus		Awards		Awards		Compensation		Compensation		Compensation		Total
Position	Year	($)		($)		($)		($)		($)		Earnings ($)		($)		($)
Gurpartap Singh Basrai	2013		0		0		0		0		0		0		0		0
President, Chief Executive Officer	2012		0		0		0		0		0		0		10,000(1)		10,000

Represents management fees paid to Mr. Singh for services provided to the Company. The management fees are based on invoices submitted to the Company and are not paid pursuant to a documented service agreement.

Outstanding Equity Awards

There have been no equity awards of any kind granted to any of the Company’s officers or directors as of March 31, 2013.

Compensation of Directors

Name (a)	Year	Fees Earned or Paid in Cash ($) (b)	Stock Awards ($) (c)	Option Awards ($) (d)	Non-Equity Incentive Plan Compensation ($) (e)	Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) (f)	All Other Compensation ($) (g)	Total ($) (h)
Paul Strobel (2)	2013	6,000	0	0	0	0	0	6,000
	2012	6,000	0	0	0	0	0	6,000
Shelby Cave (1)	2013	4,500	0	0	0	0	0	4,500
	2012	6,000	0	0	0	0	0	6,000

(1)	Shelby Cave resigned as a Director of the Company effective January 7, 2013. Until her resignation the Company paid her $500 per month to serve on the board of directors.

(2)

The Company pays Paul Strobel $500 per month to serve on the Board of Directors. Payments commenced effective the date of his appointment and continue as long as he remains a member of the Board of Directors. On April 1, 2010 the Company executed a services agreement with Western Resource Consultants (“Western”) of which Mr. Strobel is the managing partner to assist the Company with identifying and assessing potential property acquisitions. The Service Agreement which provides, among other things that Mr. Strobel be compensated at an hourly rate of $100 (or $600 for an 8-hour day) for senior geologist services and that Western be compensated at an hourly rate of $50 (or $300 for an 8-hour day) for clerical and technical services provided to the Company. The Service Agreement will continue for so long as Mr. Strobel remains a director of the Company. During the years ended March 31, 2013 and 2012 the Company did not pay any fees to Western under such agreement.

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

The following table lists, as of July 12, 2013, the number of shares of common stock of the Company beneficially owned by (i) each person or entity known to the Company to be the beneficial owner of more than 5% of the outstanding common stock; (ii) each officer and director of the Company; and (iii) all officers and directors as a group. Information relating to beneficial ownership of common stock by our principal stockholders and management is based upon information furnished by each person using “beneficial ownership” concepts under the rules of the

Securities and Exchange Commission. Under these rules, a person is deemed to be a beneficial owner of a security if that person has or shares voting power, which includes the power to vote or direct the voting of the security, or investment power, which includes the power to vote or direct the voting of the security. The person is also deemed to be a beneficial owner of any security of which that person has a right to acquire beneficial ownership within 60 days. Under the Securities and Exchange Commission rules, more than one person may be deemed to be a beneficial owner of the same securities, and a person may be deemed to be a beneficial owner of securities as to which he or she may not have any pecuniary beneficial interest. Except as noted below, each person has sole voting and investment power.

The percentages below are calculated based on 48,020,000 shares of Common Stock which are issued and outstanding as of July 12, 2013. Unless indicated otherwise, all addresses below are c/o Ranger Gold Corp., 9120 Double Diamond Parkway, Suite 5018, Reno, Nevada, 89521.

Name of Beneficial Owner	Amount and Nature of Beneficial Ownership	Percentage of Class
Gurpartap Singh Basrai	25,000,000	52.1%
Paul Strobel	0	0
Directors and Officers as a Group (2 persons)	25,000,000	52.1%

Item 13. Certain Relationships and Related Transactions, and Director Independence

Related Party Transactions

On April 1, 2010, the Company entered into a service agreement with Western to assist the Company with identifying and assessing potential property acquisitions. Paul Strobel, a director of the Company, is the managing partner of Western. The Service Agreement provides, among other things that Mr. Strobel be compensated at an hourly rate of $100 (or $600 for an 8-hour day) for senior geologist services and that Western be compensated at an hourly rate of $50 (or $300 for an 8-hour day) for clerical and technical services provided to the Company. The Service Agreement will continue for so long as Mr. Strobel remains a director of the Company. During the years ended March 31, 2013 and 2012 the Company did not pay any fees to Western under such agreement.

Director Independence

We are not subject to the listing requirements of any national securities exchange or national securities association and, as a result, we are not at this time required to have our board comprised of a majority of “independent directors.” We do not believe that any of our directors currently meet the definition of “independent” as promulgated by the rules and regulations of the NYSE Alternext US (formerly known as the American Stock Exchange).

Item 14. Principal Accounting Fees and Services

Fees billed to the Company for the fiscal years ending March 31, 2013 and 2012 by Robison, Hill & Co., the Company’s registered public accounting firm, are set forth below:

	Fiscal year ending March 31, 2013		Fiscal year ending March 31, 2012
Audit Fees	$	18,460	$	29,758
Audit Related Fees	$	0	$	0
Tax Fees	$	500	$	500
All Other Fees	$	0	$	0

As of March 31, 2013, the Company did not have a formal, documented pre-approval policy for the fees of the principal accountant. It is in the process of adopting such a policy. The percentage of hours expended on the principal accountant's engagement to audit our financial statements for the most recent fiscal year that were attributed to work performed by persons other than the principal accountant's full-time, permanent employees was 0%.

Item 15. Exhibits

EXHIBIT NUMBER		DESCRIPTION
3.1		Certificate of Incorporation of Registrant. (1)
3.2		By-Laws of Registrant. (1)
4.1		Form of stock certificate. (1)
4.2		Form of Class A Warrant. (3)
4.3		Form of Class B Warrant. (3)
10.1		Form of Regulation S Subscription Agreement (1)
10.2		CX Property Option Agreement dated November 27, 2009 by and between Ranger Gold Corp. and MinQuest, Inc. (2)
10.3		Form of Regulation S Subscription Agreement (3)
10.4		2010 Stock Option Plan (4)
10.5		Form of Regulation S Subscription Agreement (5)
10.6		Truman Property Option Agreement dated March 29, 2010 by and between Ranger Gold Corp. and MinQuest, Inc. (6)
10.7		Form of Regulation S Subscription Agreement (7)
10.8		Service Agreement dated April 1, 2010 by and between Paul Strobel and Ranger Gold Corp. (8)
10.9		Form of Regulation S Subscription Agreement (9)
10.10		Gent Property Lease Agreement dated February 18, 2013 by and between Ranger Gold Corp. and Nevada Mine Properties II (10)
31		Rule 13a-14(a)/15d14(a) Certifications
32		Section 1350 Certifications
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

(1) Previously filed as Exhibit 3.1 to Registration Statement, filed with the Securities and Exchange Commission on June 4, 2008, file no. 333-151419

(2) Previously filed with the Company’s Form 8-K submitted to the SEC on November 11, 2009.

(3) Previously filed with the Company’s Form 8-K submitted to the SEC on January 26, 2010.

(4) Previously filed with the Company’s Form 8-K submitted to the SEC on February 4, 2010.

(5) Previously filed with the Company’s Form 8-K submitted to the SEC on March 3, 2010.

(6) Previously filed with the Company’s Form 8-K submitted to the SEC on April 1, 2010.

(7) Previously filed with the Company’s Form 8-K submitted to the SEC on April 26, 2010.

(8) Previously filed with the Company’s Form 10K submitted to the SEC on June 29, 2011.

(9) Previously filed with the Company’s Form 8-K submitted to the SEC on November 23, 2011.

(10) Previously filed with the Company’s Form 8-K submitted to the SEC on February 19, 2013.

** XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

SIGNATURES

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

RANGER GOLD CORP.

Dated: July 12, 2013	By: /s/ Gurpartap Singh Basrai
	Name: Gurpartap Singh Basrai
	Title: President, Chief Executive and Operating Officer, Secretary and Treasurer, and Director (Principal Executive, Financial and Accounting Officer)

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

SIGNATURE	TITLE	DATE
/s/Gurpartap Singh Basrai Gurpartap Singh Basrai	Director, President, Chief Executive and Operating Officer, Secretary, and Treasurer (Principal Executive, Financial, and Accounting Officer)	July 12, 2013

/s/ Paul Strobel Paul Strobel	Director	July 12, 2013

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