FORWARD-LOOKING STATEMENTS

This Management's Discussion and Analysis of Financial Condition and Results of Operations (MD&A) contains forward-looking statements that involve known and unknown risks, significant uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed, or implied, by those forward-looking statements. You can identify forward-looking statements by the use of the words may, will, should, could, expects, plans, anticipates, believes, estimates, predicts, intends, potential, proposed, or continue or the negative of those terms. These statements are only predictions. In evaluating these statements, you should consider various factors which may cause our actual results to differ materially from any forward-looking statements. Although we believe that the exceptions reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Therefore, actual results may differ materially and adversely from those expressed in any forward-looking statements. We undertake no obligation to revise or update publicly any forward-looking statements for any reason.

Liquidity and Capital Resources

Since inception we have raised capital through private placements of common stock aggregating $40,000. Our capital commitments for the coming 12 months consist of administrative expenses, expenses associated with the completion of our planned exploration program and costs of distribution of the securities being registered in this report. We estimate that we will have to incur the following expenses during the next 12 months:





                                                             Estimated
                                              Estimated      Expenses
               Description                Completion Date(1)    ($)

Legal and accounting fees and expenses(2) 12 months 95,000 Investor relations and capital raising 12 months 250,000 General and administrative expenses

           12 months       183,000
Transfer Agent and Edgar Services             12 months       18,000
Investment in Joint Venture                   12 months       450,000
Total                                                         996,000

(1) Budget Items are listed in order of priority.

(2) Includes $45,000 for accounting and auditing.

Since our initial share issuances, our company has been unable to raise additional capital forcing us to rely on debt financing and cash advances from related parties to meet current and future liabilities over the foreseeable future. Based on our cash on hand of approximately $22,015 as of December 31, 2020, we will be required to raise additional funds to execute our current plan of operation. Aside from the Mamgabone LOC, we have no commitment from anyone to contribute funds to our Company. If we are unable to raise sufficient funds to execute our plan of operation, we intend to scale back our operations commensurately with the funds available to us. In that regard, we will prioritize expenditures to (in order of priority): (i) maintain our mineral exploration license; and (ii) to conduct our planned exploration activities. We intend to raise the capital that we require through the private placement of our securities or through loans. However, we have not received any financing commitments and there is no guarantee that we will be successful in so doing.

We have no plant or significant equipment to sell, nor are we going to buy any plant or significant equipment during the next 12 months. We do not intend to hire any employees at this time.





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Limited Operating History; Need for Additional Capital

There is no historical financial information about us upon which to base an evaluation of our performance as an exploration corporation. Our business is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources.

We have no assurance that financing will be available to us on acceptable terms. If financing is not available on satisfactory terms, we may be unable to commence, continue, develop or expand our exploration activities. Even if available, equity financing could result in additional dilution to existing shareholder.





Results of Operations



Revenues

From our inception on July 26, 2013 (date of inception) to December 31, 2020, we did not generate any revenues.





Operating Expenses

Three months ended December 31, 2020 and 2019

During the three months ended December 31, 2020, we incurred operating expenses of $201,980 compared to $17,243 during the three months ended December 31, 2019. The 2020 period includes a charge of $150,000 for the issuance of preferred stock to our CEO and Director. See Note 8 to the accompanying condensed financial statements. Other major expenses in the 2020 period include professional fees (legal, accounting and consulting fees) totaling about $37,000, debt discount amortization of about $7,000 and edgar services expense amounting to about $3,000. The professional fees in the 2020 period include consulting fees of $22,500 for the services of our Chief Executive Officer and Director. Furthermore, we incurred a significant increase in 2020 compared to 2019 in professional fees relating to audit, accounting and legal costs relating to our increased SEC filing requirements.

Nine months ended December 31, 2020 and 2019

During the nine months ended December 31, 2020, we incurred operating expenses of $376,300 compared to $51,398 during the nine months ended December 31, 2019. The 2020 period includes a charge of $150,000 for the issuance of preferred stock to our CEO and Director. See Note 8 to the accompanying condensed financial statements. The 2020 period also includes a $31,000 loss related to the rescission of the SMG-Gold transaction as well as a $1,387 expense from the issuance of common stock for directors' fees and consulting services. Additionally, in the 2020 period we incurred consulting fees of $67,500 for the services of our Chief Executive Officer and Director. Furthermore, we incurred a significant increase in 2020 compared to 2019 in professional fees relating to audit, accounting, and legal costs as well as transfer agent and edgar services fees resulting from our increased SEC filing requirements.





Net Loss

During the three and nine months ended December 31, 2020, we incurred net losses of $259,971 and $438,150, respectively. This compares to net losses for the three and nine months ended December 31, 2019 of $18,329 and $52,674, respectively. In addition to our operating expenses, our interest expense during the three- and nine-month periods in 2020 ($4,245 and $8,104, respectively) was higher than the comparable periods in 2019 ($1,086 and $1,276, respectively) due to higher amounts of debt. Furthermore, the three- and nine- month periods in 2020 include $53,746 of derivative expense related to the Mamgabone LOC debt. See Notes 6 and 7 to the accompanying condensed financial statements. Our net loss per share for the three- and nine-month periods in 2020 and 2019 were insignificant.

Liquidity and Capital Resources

At December 31, 2020, our cash balance was $22,015 and our total assets were $22,643 compared with cash and total assets of $77 at March 31, 2020.

At December 31, 2020, our liabilities totaled $478,372 compared to liabilities of $208,475 at March 31, 2020. The increase in liabilities included a $2,669 increase in accounts payable and accrued liabilities relating to unpaid professional fees and day-to-day transactional costs offset by a decrease in due to related party of $17,405. Additionally, there were increases in debt and derivative liabilities of $95,261 and $189,372, respectively, resulting primarily from the Mamgabone LOC debt.





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During the nine months ended December 31, 2020, we sold 10,000 shares of our common stock for $5,000 and issued 346,758 common shares with a fair value of $1,387 for services including 30,968 common shares with a fair value of $124 for directors' fees. We also issued 2,500,000 shares of our Series A Preferred Stock to our CEO and Director with a value of $150,000.





Cash Flows



Operating Activities

During the nine months ended December 31, 2020, we used cash of $222,539 for operating activities compared to $8,982 during the nine months ended December 31, 2019. The increase in cash used was mainly attributable to the increase in our net loss, offset to some extent by increases non-cash items and changes in in accounts payable and accrued liabilities and in due to related parties. Significant non-cash items in the 2020 period included $167,388 for shares issued for an acquisition deposit and for services, as well as $53,746 in derivative expense.





Investing Activities

During the nine months ended December 31, 2020 we had capital expenditures of $1,123. There were no investing activities in the comparable 2019 period.





Financing Activities

During the nine months ended December 31, 2020, we received $5,000 from the sale of 10,000 shares of our common stock and $240,600 in proceeds from the issuance of notes payable. For the same period in 2019, we received $7,925 in proceeds from the issuance of notes payable.





Trends

We are in the pre-exploration stage, have not generated any revenue and have no prospects of generating any revenue in the foreseeable future. Other than potential impacts of Covid-19, we are unaware of any known trends, events or uncertainties that have had, or are reasonably likely to have, a material impact on our business or income, either in the long term or short term, other than as described in this section or in "Risk Factors".

Off-Balance Sheet Arrangements

We have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in our financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to our stockholders.





Inflation

The effect of inflation on our revenues and operating results has not been significant.





Critical Accounting Policies

Set forth below are certain of our important accounting policies. For a full explanation of these and other of our important accounting policies, see Note 2 to Notes to the Financial Statements in our Form 10-K filed with the SEC on August 5, 2020.

Our financial statements are presented in United States dollars and are prepared using the accrual method of accounting which conforms to US GAAP.





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Going Concern

On March 11, 2020, the World Health Organization declared COVID-19 a global pandemic. This contagious disease outbreak and any related adverse public health developments, has adversely affected workforces, economies, and financial markets globally, leading to an economic downturn. The impact on our Company is not currently determinable, but management continues to monitor the situation.

Our financial statements have been prepared on a going concern basis, which implies that our Company will continue to realize its assets and discharge its liabilities in the normal course of business. We have generated no revenues to date and have an accumulated deficit of $429,616. The continuation of our Company as a going concern is dependent upon the continued financial support from our shareholders, our ability to raise equity or debt financing, and the attainment of profitable operations from our Company's future business. These factors raise substantial doubt regarding our ability to continue as a going concern. These financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should we be unable to continue as a going concern.

Our Company's plan of action over the next twelve months is to raise capital.

Use of Estimates and Assumptions

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods presented. We are required to make judgments and estimates about the effect of matters that are inherently uncertain. Although, we believe our judgments and estimates are appropriate, actual future results may be different; if different assumptions or conditions were to prevail, the results could be materially different from our reported results.

Derivative Financial Instruments

We account for convertible debt with conversion features representing embedded derivative liabilities in accordance with ASC 815, Derivatives and Hedging. ASC 815-15-25-1 requires that embedded derivative instruments be bifurcated and assessed on their issuance date and measured at their fair value for accounting purposes. In determining the appropriate fair value, we use the Black-Scholes option valuation method, resulting in a reduction of the initial carrying amount of the notes as unamortized debt discount. The unamortized discount is amortized to interest expense over the term of each note using the effective interest method.

The fair value of derivative instruments is recorded and shown separately under liabilities. Changes in the fair value of derivatives liability are recorded in the consolidated statement of operations under non-operating income (expense).

We evaluate all of our financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported in the consolidated statements of operations. For stock-based derivative financial instruments, we use a weighted average Black-Scholes-Merton option-pricing model to value the derivative instruments at inception and on subsequent valuation dates. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative instrument liabilities are classified in the balance sheet as current or non-current based on whether net-cash settlement of the derivative instrument could be required within twelve months of the balance sheet date.

Recent Accounting Pronouncements

We review new accounting standards as issued. Although some of these accounting standards issued or effective after the end of our previous fiscal year may be applicable to us, we have not identified any standards that we believe merit further discussion. We believe that none of the new standards will have a significant impact on our financial position, future operations or cash flows


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