U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

20 West Park Avenue, Suite 207 Long Beach, NY 11561

Address of registrant’s principal executive offices

(516) 442-1883

Registrant’s telephone number, including area code

_____________________________________________________

 (Former name, former address and former fiscal year, if changed since last report)

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

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒ Yes     ☐ No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months. ☐ Yes     ☒ No

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

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

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

At August 14, 2026, there were 242,669,234 shares of common stock outstanding.

PART I — FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

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

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

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

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

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

Ranger Gold Corp.

Notes to the Financial Statements

As of June 30, 2026

NOTE C—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES—CONT’D

NOTE C—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES—CONT’D

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Forward Looking Statements

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our financial statements and related notes appearing elsewhere in this Quarterly Report on Form 10-Q, or Report.

This Quarterly Report on Form 10-Q contains forward-looking statements, including statements regarding the Company’s plans, objectives, expectations, intentions and beliefs concerning future events, business strategy, financing needs and operating performance. Forward-looking statements are based on current expectations and assumptions and involve risks and uncertainties that could cause actual results to differ materially from those expressed or implied.

Although we believe that we have a reasonable basis for each forward-looking statement contained in this Report, we caution you that these statements are based on a combination of facts and factors currently known by us and our projections of the future, about which we cannot be certain. We caution you that forward-looking statements are not guarantees of future performance and that our actual results of operations, financial condition and liquidity, and the development of the industry in which we operate may differ materially from the forward-looking statements contained in this Report. Factors that might cause such a discrepancy include, but are not limited to:

We caution readers not to place undue reliance on any forward-looking statements made by us, which speak only as of the date they are made. We disclaim any obligation, except as specifically required by law and the rules of the Securities and Exchange Commission, to publicly update or revise any such statements to reflect any change in our expectations or in events, conditions or circumstances on which any such statements may be based, or that may affect the likelihood that actual results will differ from those set forth in the forward-looking statements.

Overview

Ranger Gold Corp. (“we,” “us,” or the “Company”) was incorporated in May 2007 under the laws of Nevada under the name Fenario, Inc. The Company was organized to develop and license proprietary software solutions for the healthcare market and did not conduct any significant operations other than organizational matters, including filing a registration statement with the Securities and Exchange Commission (“SEC”). In October 2009, the Company changed its name from “Fenario, Inc.” to “Ranger Gold Corp.” and thereafter began pursuing opportunities in the mining industry.

Business Strategy

We are a natural resource company whose objective is to acquire, evaluate, develop and operate natural resource properties in the United States. For purposes of this Report, “acquire” includes an outright purchase of or the acquisition of rights under a lease, license, patented or unpatented claim, option or other use agreement that provides real-property, mining, surface, easement, right of way or other rights necessary to evaluate, develop or conduct mining operations on a property. We may acquire, develop and operate mining properties alone or with development partners.

Our primary focus in the natural resource sector is gold, although we may acquire rights to properties prospective for other types of minerals. As of the date of this Report, we do not hold rights in any properties, conduct substantive business operations or generate any revenue. The acquisition, evaluation and development of mineral properties are extremely risky and capital-intensive. Our ability to achieve our objective depends, among other things, on obtaining financing to fund our operations. We can provide no assurance that we will obtain financing to commence operations or acquire a property, or that any property we may acquire will contain economically recoverable mineralization.

We intend to source and evaluate potential mining properties through online directories of mining properties and claims for sale, among other resources. We may place claims wanted ads in appropriate industry journals and publications. We also expect to consult with industry professionals and geologists for leads for properties. Prior to making an offer to acquire a property, we intend to engage qualified consultants to conduct the due diligence required to evaluate and appraise a site.

Our interest in mining properties may take many forms. The nature and percent of the interest we acquire will depend on several variables, including the amount of capital we possess when an opportunity is presented to us, the amount of risk we are prepared to tolerate with respect to a specific property and our investment objective, such as, if we are seeking to diversify our asset base and reduce enterprise risks. We will conduct technical due diligence with respect to any property prior to acquiring it outright or acquiring an interest in it. We may elect to acquire or lease a property either alone or in a joint venture with a partner.

We intend to engage in mining operations rather than acquire a passive interest in an existing enterprise. Our contemplated activities include identifying an appropriate property, conducting technical due diligence and, if warranted, developing and conducting extraction operations. We do not initially expect to conduct grassroots exploration to identify properties. Instead, we expect to seek properties for which permits, a mining plan, historical information and at least some geological, geochemical or geophysical information are available. If our due diligence indicates that a property has mineral potential but our resources are insufficient to acquire or develop it independently, we may enter into a joint venture with one or more partners. We may buy or sell properties at any phase of development, including before production begins. We expect to retain geologists, consultants, mining and operations specialists and other personnel as necessary to assess available technical information, mineral resources and mineral reserves, if any, mineability and potential mining operations.

Natural resource property acquisition, evaluation and development require significant capital, and our current assets and resources are insufficient to acquire any property or fund any mining operations. Accordingly, our principal initial objective is to raise sufficient capital to acquire a potentially attractive mining property at an acceptable valuation. We can offer no assurance that we will be successful in raising capital to fund our operations. Mr. Glass, our sole officer, director and principal stockholder, has funded our operations since January 2019, and we currently depend entirely on him to fund our operations unless and until we raise capital to identify and acquire a mining property. Although Mr. Glass has advised us of his present intention to fund our operations through loans or further investment in the Company, no written agreement obligates him to do so. If Mr. Glass does not fund our capital requirements, we may be unable to continue operations, and stockholders could lose their entire investment in the Company.

Results of Operations for the Three Months Ended June 30, 2026 Compared to the Three Months Ended June 30, 2025 (unaudited)

During the three months ended June 30, 2026 and 2025, we generated no revenue and conducted no mining operations while we focused on identifying potential mining opportunities. At June 30, 2026, we had no assets and had total liabilities of $50,384, consisting of accounts payable of $211, accrued related-party interest of $966 and a related-party note payable of $49,207. We were not party to an agreement to acquire a mining property or other assets. Total expenses and net loss were $7,091 for the three months ended June 30, 2026, compared with $8,037 for the three months ended June 30, 2025. The $946 decrease principally reflected a $1,402 decrease in filing fees, partially offset by a $335 increase in professional fees and a $121 increase in related-party interest expense.

Liquidity and Capital Resources

Liquidity is the ability of a company to generate adequate amounts of cash to support its current and future operations, satisfy its obligations, and otherwise operate on an ongoing basis. Significant factors in the management of liquidity are funds generated by operations, the availability of credit facilities, levels of accounts receivable and accounts payable and capital expenditures.

At June 30, 2026, we had an accumulated deficit of $1,231,289 and no cash. We used $7,618 of cash in operating activities during the three months ended June 30, 2026.

At June 30, 2026, we had no cash and total liabilities of $50,384. During the quarter, we borrowed $7,618 under the BGS Drawdown Note to fund operating expenses. At June 30, 2026, approximately $793 remained available under the $50,000 Drawdown Note, and BGS may approve or decline any requested advance. Mr. Glass is not contractually obligated to provide us with additional capital, and we cannot assure investors that he or BGS will continue to fund our operations. From March 31, 2026 to June 30, 2026, total assets decreased from $3,960 to $0, total liabilities increased from $43,293 to $50,384 and our stockholders’ deficit increased from $43,293 to $50,384.

Our immediate cash requirements are the legal, accounting, filing and administrative costs necessary to maintain our corporate existence and Exchange Act reporting obligations. We have no committed source of funding sufficient to meet those requirements after the remaining availability under the Drawdown Note is exhausted. Our longer-term liquidity requirements include the substantial capital needed to identify, acquire, evaluate, develop and operate a mining property and to comply with applicable governmental and environmental requirements. Mineral property development is capital-intensive and may extend over a lengthy evaluation, development and production horizon, and few properties are ultimately developed into producing mines. If we lack sufficient financial resources or financing capacity, any acquisition, development or mining operations may be curtailed, delayed or abandoned. Our ability to raise capital may be affected by macroeconomic conditions, commodity prices and conditions in the U.S. and global financial markets.

We intend to finance our future operations through sales of equity securities, loans from related parties or third parties and, if available, joint-venture or other project financing. We cannot assure investors that financing will be available on acceptable terms or at all, that we will obtain the substantial capital required to acquire and develop a mining property, or that any property we acquire will generate revenue. If we cannot obtain additional financing promptly, we may be unable to pay the costs of remaining an Exchange Act reporting company or continue operations.

Material Cash Requirements

At June 30, 2026, we owed $49,207 of principal and $966 of accrued interest under the related-party Drawdown Note, which bears interest at 2% per year and matures on December 31, 2028. Our other material cash requirements consist primarily of the legal, accounting, filing and administrative costs necessary to maintain our corporate existence and Exchange Act reporting obligations. We had no other known material contractual cash requirements at June 30, 2026.

Going Concern

Note B to our condensed financial statements for the three months ended June 30, 2026 and the report of our independent registered public accounting firm on our financial statements for the year ended March 31, 2026 describe substantial doubt about our ability to continue as a going concern. At June 30, 2026, we had an accumulated deficit of $1,231,289, no cash and had used $7,618 of cash in operating activities during the three-month period. Our ability to continue as a going concern depends on our ability to generate profitable operations or obtain additional financing sufficient to meet our obligations as they become due. The condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty.

The going concern disclosure reflects that we may not have sufficient liquidity to continue operating. We expect to incur losses for the foreseeable future, even if we acquire a property containing economically recoverable mineral resources or mineral reserves. We will need to raise additional capital to fund our near-term operating requirements and any property acquisition or development. We cannot assure you that our plans will be successful or that required capital will be available on acceptable terms or at all. If adequate funds are unavailable, we may be unable to maintain our reporting obligations, continue operations or acquire and develop mining properties, and investors may lose their entire investment in the Company.

Off-Balance Sheet and Other Arrangements

We do not engage in any activities involving variable interest entities or off-balance sheet arrangements.

Critical Accounting Estimates

The preparation of our condensed financial statements requires management to make estimates and assumptions. Based on the nature of our current assets, liabilities and operations, management has not identified a critical accounting estimate involving a significant level of estimation uncertainty that is reasonably likely to have a material effect on our financial condition or results of operations.

Recent Accounting Pronouncements

See Note C to the financial statements included in this Report for a discussion of recently issued accounting pronouncements.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

ITEM 4. CONTROLS AND PROCEDURES.

Evaluation of Disclosure Controls and Procedures

Our management is responsible for establishing and maintaining disclosure controls and procedures, as defined in Exchange Act Rule 13a-15(e), that are designed to ensure that information required to be disclosed by the Company in reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Commission’s rules and forms. Disclosure controls and procedures include controls and procedures designed to ensure that required information is accumulated and communicated to the Company’s management, including its principal executive officer and principal financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that its objectives are met. Because of the inherent limitations in all control systems, no evaluation can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. Our disclosure controls and procedures are designed to provide reasonable assurance of achieving their objectives.

Management, with the participation of Bryan Glass, the Company’s President and Chief Executive Officer and its principal executive officer, principal financial officer and principal accounting officer, evaluated the effectiveness of the Company’s disclosure controls and procedures as of June 30, 2026. Based on that evaluation, Mr. Glass concluded that the Company’s disclosure controls and procedures were not effective because of the material weaknesses described below.

The material weaknesses consist of (i) inadequate segregation of duties in the handling of cash, cash receipts and cash disbursements due to the Company’s limited personnel and (ii) the lack of independent directors to oversee financial reporting, related-party transactions, management decisions and the use of funds. These material weaknesses were disclosed in the Company’s Annual Report on Form 10-K for the year ended March 31, 2026 and continued to exist at June 30, 2026. The Company’s limited financial and personnel resources make remediation difficult. Management intends to continue formalizing cash-handling and review procedures and to seek qualified independent directors when resources permit, but cannot assure that remediation will be completed in a timely manner.

Changes in Internal Controls

There were no changes in our internal control over financial reporting during the quarter ended June 30, 2026 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II—OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

There are presently no pending legal proceedings to which the Company is a party or as to which any of its property is subject, and no such proceedings are known to the Company to be threatened or contemplated against it.

ITEM 1A. RISK FACTORS

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934, as amended, and are not required to provide the information required under this item.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Since the date on which the Company filed its last quarterly report on Form 10-Q and through the date of this report, the Company did not sell any securities.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

None

ITEM 6. EXHIBITS.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

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