Management's Discussion and Analysis of Financial Position and Results of Operations

For a description of our Company's business, refer to Item 1 of Part I of this annual report on Form 10-K. As indicated in Item 1, we are a mineral exploration and production company engaged in the exploration, acquisition, and development of mineral properties. The following provides information that management believes is relevant to an assessment and understanding of our results of operations and financial condition. The discussion should be read in conjunction with the financial statements and accompanying notes.





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CRITICAL ACCOUNTING POLICIES AND ESTIMATES

Our Company prepares our financial statements in conformity with accounting principles generally accepted in the United States of America. We disclose our significant accounting policies in the notes to our audited financial statements.

We have elected to use the extended transition period for complying with new or revised accounting standards under Section 102(b)(1) of the JOBS Act. This election allows us to delay the adoption of new or revised accounting standards that have different effective dates for public and private companies until those standards apply to private companies. As a result of this election, our financial statements may not be comparable to companies that comply with public company effective dates.





Going Concern

Our financial statements have been prepared on a going concern basis, which implies that we will continue to realize our assets and discharge our liabilities in the normal course of business. We have generated no revenues to date and have an accumulated deficit of $711,941. The continuation of our Company as a going concern is dependent upon the continued financial support from our shareholders, the ability to raise equity or debt financing, and the attainment of profitable operations from our 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.

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.





Long-Lived Assets

Long-Lived assets, such as property and equipment, mineral properties, and purchased intangibles with finite lives (subject to amortization), are evaluated for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable in accordance with Accounting Standards Codification ("ASC") 360 "Property, Plant, and Equipment". Circumstances which could trigger a review include, but are not limited to: significant decreases in the market price of the asset; significant adverse changes in the business climate or legal factors; accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction of the asset; current period cash flow or operating losses combined with a history of losses or a forecast of continuing losses associated with the use of the asset; and current expectation that the asset will more likely than not be sold or disposed significantly before the end of its estimated useful life.





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Recoverability of assets is measured by a comparison of the carrying amount of an asset to estimated undiscounted future cash flows expected to be generated by an asset. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized as the amount by which the carrying amount exceeds the estimated fair value of the asset. The estimated fair value is determined using a discounted cash flow analysis. Any impairment in value is recognized as an expense in the period when the impairment occurs.





Income Taxes

Potential benefits of income tax losses are not recognized in the accounts until realization is more likely than not. We have adopted ASC 740, Accounting for Income Taxes, as of its inception. Pursuant to ASC 740, we are required to compute tax asset benefits for net operating losses carried forward. The potential benefits of net operating losses have not been recognized in these financial statements because we cannot be assured it is more likely than not we will utilize the net operating losses carried forward in future years.

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.





RESULTS OF OPERATIONS

We have limited operational history. From our inception on July 26, 2013 to March 31, 2021, we did not generate any revenues. As a mineral pre-exploration company, we anticipate that we will incur substantial losses for the foreseeable future and do not believe we will be able generate revenues during the next 12 months.

Years Ended March 31, 2021 Compared to Year Ended March 31, 2020





Operating Expenses

During the year ended March 31, 2021, we incurred operating expenses of $441,653 compared to $68,870 in the previous year. The 2021 period includes several expenses not incurred in 2020, including the $150,000 expense related to the issuance of preferred stock to our CEO, and the $31,000 expense on the abandonment of the SMG-Gold acquisition. Also, legal and accounting expenses were higher in 2021 versus 2020, mainly because of services provided with respect to the SMG-Gold and Provenance Gold transactions. Finally, fees paid for the services of our CEO increased $66,500 from the 2020 period as a result of an employment agreement dated April 1, 2020 and amended December 2, 2020.





Other Income and Expense

Interest expense increased $11,461 on higher levels of debt. We incurred derivative expense in the 2021 period of $58,082 related to our indebtedness to Mambagone, S.A. de C.V. ("Mambagone") as explained in Note 7 to the accompanying financial statements. Debt discount amortization increased approximately $71,000, mainly related to our Mambagone indebtedness. These expenses were offset by a gain on extinguishment of debt of $126,291 resulting from forgiveness of debt by a number of our creditors.





Net Loss

Our net loss for the year ended March 31, 2021 of $460,504 ($0.01 per share) compares to a net loss of $73,189 ($0.00 per share) in the previous year.





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LIQUIDITY AND CAPITAL RESOURCES

Since inception we have raised capital through debt financing, advances from related parties and private placements of our common stock. 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 our securities. Including this exploration work and other costs, 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 125,000 General and administrative expenses

            12 months       207,000
Transfer Agent and Edgar Services              12 months       18,000
Investment in companies                        12 months       600,000
Total                                                         1,045,000

(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 equity funds, forcing us to rely on cash advances and debt financing to meet operating needs. Based on our cash on hand of approximately $99,000 at March 31, 2021, we will be required to raise additional funds to execute our current plan of operation. Beyond our line of credit agreement with Mambagone, 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.

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 shareholders.





Balance Sheets

At March 31, 2021, we had cash of $98,889 and total assets of $99,755 compared with cash and total assets of $77 as of March 31, 2020. The overall cash and asset balance increased from the prior year as a result of debt financing. Additionally, In January 2021, several creditors forgave approximately $299,000 in amounts we owed them through the execution of General Releases.

During the year ended March 31, 2021, we issued 4,000,000 common shares in connection with the SMG-Gold transaction. We also issued 30,968 common shares to two individuals for Board of Director services and 315,790 common shares to a company (with an additional 201,451 shares committed to be issued) for services provided. Extinguishment of related party debt increased our Additional Paid-in Capital by $172,895. Finally, we sold 10,000 shares for $5,000.





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During the year ended March 31, 2020, we issued 20,000 common shares for settlement of debt with a fair value of $10,000.





Cash Flows



Operating Activities

During the year ended March 31, 2021, we used cash of $295,665 for operating activities compared with $31,920 during the year ended March 31, 2020. The increase in the cash used for operating activities resulted mainly from a higher net loss in 2021.





Investing Activities

We had capital expenditures of $1,123 in the 2021 period versus zero in 2020.





Financing Activities

During the year ended March 31, 2021, we received $5,000 from the sale of 10,000 shares of our common stock. In addition, we received proceeds of $390,600 from debt financing, $50,600 or which came from related parties. During the year ended March 31, 2020, we received $38,000 from non-related party loans and $3,039 of convertible promissory notes which were repaid during the year.





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. 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.

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