CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This quarterly report and the exhibits attached hereto contain "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995, as amended. Such forward-looking statements concern the Company's anticipated results and developments in the Company's operations in future periods, planned exploration and development of its properties, plans related to its business and other matters that may occur in the future. These statements relate to analyses and other information that are based on forecasts of future results, estimates of amounts not yet determinable and assumptions of management.
Any statement that expresses or involves discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions or future events or performance (often, but not always using words or phrases such as "expects" or "does not expect", "is expected", "anticipates" or "does not anticipate", "plans", "estimates", or "intends", or states that certain actions, events or results "may" or "could", "would", "might" or "will" be taken, occur or be achieved) are not statements of historical fact and may be forward-looking statements. Forward-looking statements are subject to a variety of known and unknown risks, uncertainties and other factors which could cause actual events or results to differ from those expressed or implied by the forward-looking statements, including, without limitation:
? Risks related to the Company's properties being in the exploration stage;
? Risks related to the mineral operations being subject to government regulation;
? Risks related to environmental concerns;
? Risks related to the Company's ability to obtain additional capital to develop
the Company's resources, if any;
? Risks related to mineral exploration and development activities;
? Risks related to mineral estimates;
? Risks related to the Company's insurance coverage for operating risks;
? Risks related to the fluctuation of prices for precious and base metals, such
as gold, silver and copper;
? Risks related to the competitive industry of mineral exploration;
? Risks related to the title and rights in the Company's mineral properties;
? Risks related to the possible dilution of the Company's common stock from
additional financing activities;
? Risks related to potential conflicts of interest with the Company's management;
? Risks related to the Company's shares of common stock;
This list is not exhaustive of the factors that may affect the Company's
forward-looking statements. Some of the important risks and uncertainties that
could affect forward-looking statements are described further under the sections
titled "Risk Factors and Uncertainties", "Description of Business" and
"Management's Discussion and Analysis" of this Quarterly Report. Should one or
more of these risks or uncertainties materialize, or should underlying
assumptions prove incorrect, actual results may vary materially from those
anticipated, believed, estimated or expected. The Company cautions readers not
to place undue reliance on any such forward-looking statements, which speak only
as of the date made.
Certain statements contained in this Quarterly Report on Form 10-Q constitute "forward-looking statements." These statements, identified by words such as "plan," "anticipate," "believe," "estimate," "should," "expect," and similar expressions include the Company's expectations and objectives regarding its future financial position, operating results and business strategy. These statements reflect the current views of management with respect to future events and are subject to risks, uncertainties and other factors that may cause actual results, performance or achievements, or industry results, to be materially different from those described in the forward-looking statements. Such risks and uncertainties include those set forth under the caption "Management's Discussion and Analysis or Plan of Operation" and elsewhere in this Quarterly Report.
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As used in this Quarterly Report, the terms "we," "us," "our," "
Management's Discussion and Analysis is intended to be read in conjunction with
the Company's financial statements and the integral notes ("Notes") thereto
included in the Company's Annual Report on Form 10-K for the fiscal year ending
Corporate Background
The Company was originally incorporated on
The property comprises 142 mineral claims (137 claims acquired from
The Clifford claims are for use during mining exclusively with a royalty of 2%
on the values extracted from those claims. The 2% royalty to Clifford, et. al.
is inclusive of the overall 3% NSR to
Morning Star NMC 96719 Longstreet 11 NMC 164002 Longstreet 12 NMC 164003 Longstreet 14 NMC 164005 Longstreet 15 NMC 164006
The Company has no patents, licenses, franchises or concessions which are considered by the Company to be of importance. The business is not of a seasonal nature. Because minerals are traded in the open market, the Company has little to no control over the competitive conditions in the industry.
Overview of Mineral Exploration and Current Operations
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The Company will perform basic geological work to identify specific drill
targets on the properties, and then collect subsurface samples by drilling to
confirm the presence of mineralization (the presence of economic minerals in a
specific area or geological formation). The Company may enter joint venture
agreements with other companies to fund further exploration and/or development
work. It is the Company's plan to focus on assembling a high-quality group of
mid-stage mineral (primarily gold and silver) exploration prospects, using the
experience and contacts of the management group. By such prospects, the Company
means properties that have been previously identified by third parties,
(including prior owners and/or exploration companies), as mineral prospects with
potential for economic mineralization. Often these properties have been sampled,
mapped and sometimes drilled, usually with indefinite results. Accordingly, such
acquired projects will have either prior exploration history or will have strong
similarity to a recognized geologic ore deposit model. Geographic emphasis will
be placed on the western
The geologic potential and ore deposit models have been defined and specific drill targets identified on the Longstreet Property. The Company's property evaluation process involves using basic geologic fieldwork to perform an initial evaluation of a property. If the evaluation is positive, the Company seeks to acquire, either by staking unpatented mining claims on open public domain, or by leasing the property from the owner of private property or the owner of unpatented claims. Once acquired, the Company then typically makes a more detailed evaluation of the property. This detailed evaluation involves expenditures for exploration work which may include rock and soil sampling, geologic mapping, geophysics, trenching, drilling or other means to determine if economic mineralization is present on a property.
The Company owns 137 claims and leases 5 Claims from Clifford. The Company shall
pay a 3%
Property name Longstreet Third partiesGreat Basin Resources, Inc. and Clifford Number of claims 142 (1)(2)(3)(4) Acres (approx.) 2,500 Agreements/Royalties Royalties 3%Net Smelter Royalty ("NSR")
Annual advance royalty payment
(1)
Inc., of the 142 total claims controlled by the Company (Note 4 of the financial statements) of which 137 are owned by the Company and 5 of which are owned by (also Note 4) and leased to and managed by the Company.
(2) On
Basin") agreed to amend the Longstreet Agreement (Note 4) to eliminate the required property expenditure structure and to implement new consideration for the transfer of the Property pursuant to that agreement (the "2019 Amendment"). The Amendment eliminated the remainder of the required property expenditures set forth in the Longstreet Agreement, as amended.
(3) On
Resources, Inc. in consideration of a recorded quit claim deed on the Longstreet property claims. The Company owns 137 claims (exclusive of 5 Clifford claims) and has no required spend other than annual claims filing fees.
(4) The Company shall pay Clifford a 2% net smelter royalty on net smelter
returns which is inclusive of the overall 3% net smelter royalty for the properties.
Compliance with Government Regulations
Continuing to acquire and explore mineral properties in the
United States
Mining in the
Land Ownership and
On Federal Lands, mining rights are governed by the General
Page 18 of 29 Mining Operations
The exploration of mining properties and development and operation of mines is governed by both federal and state laws.
The
Environmental Law
The development, operation, closure, and reclamation of mining projects in
various permits for activities connected to mineral exploration, reclamation,
and environmental considerations. Unless and until a mineral resource is proved,
it is unlikely
Competition
The Company provides no assurance it will be able to compete in any of its business areas effectively with current or future competitors or that the competitive pressures faced by the Company will not have a material adverse effect on the business, financial condition and operating results.
Office and Other Facilities
Employees
The Company has no employees as of the date of this Quarterly Report on Form
10-
Research and Development Expenditures
The Company has not incurred any research expenditures since incorporation.
Reports to Security Holders
The Registrant does not issue annual or quarterly reports to security holders
other than the annual Form 10-K and quarterly Forms 10-Q as electronically filed
with the
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