Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations.

Results of Operations

For the three months ended June 30, 2009

We were incorporated on October 7, 2008 accordingly we are unable to present comparative numbers from corresponding periods of the 2008 fiscal year. During the three months ended June 30, 2009, we incurred general and administrative expenses of $233,388. The expenses were primarily legal, accounting and other professional fees incurred in connection with our merger with Nevada Gold Enterprises, Inc. and the related public filings, as well similar expenses pertaining to a subsequent equity offering. These factors resulted in a net loss of $233,388 for the three months ended June 30, 2009.

For the six months ended June 30, 2009

We were incorporated on October 7, 2008 accordingly we are unable to present comparative numbers from corresponding periods of the 2008 fiscal year. During the six months ended June 30, 2009, we incurred general and administrative expenses of $388,829. These expenses were primarily legal, accounting and other professional fees incurred in connection with our merger with Nevada Gold Enterprises, Inc. and the related public filings, as well similar expenses pertaining to a subsequent equity offering. These factors resulted in a net loss of $388,829 for the six months ended June 30, 2009.

From inception through June 30, 2009

From inception on October 7, 2008 through June 30, 2009, we incurred general and administrative expenses of $512,092. The expenses were primarily legal, accounting and other professional fees incurred in connection with our merger with Nevada Gold Enterprises, Inc. and the related public filings. This figure also includes $112,500 for the value of the convertible feature attached to the convertible debt. These factors resulted in a net loss of $512,092 for the period from inception on October 7, 2009 through June 30, 2009.

Plan of Operations

We intend to conduct a phased exploration program on our Tempo property, which currently is at the very early stages of exploration. The follow-up stages of our exploration programs are dependent upon the results obtained during the earlier stages.

Approximately $26,000 has been spent on our exploration program through June 30, 2009. We estimate that we will require a minimum of $250,000 for the initial phase 1 of our exploration program on Tempo through December 31, 2009, as it is currently planned, and our estimated administrative expenses, lease payments and estimated claim maintenance costs. Our current cash reserves will be not sufficient to fund our operations for the next twelve months. Accordingly, we will need to seek additional financing.

In addition, depending upon additional financing, we expect to commence phase 2 later in 2009, or early 2010, to follow up on expected positive phase 1 drill results, and we also intend to seek out and acquire additional mining prospects in Nevada and elsewhere. In the event that we acquire additional mining prospects, we may decide to, accordingly, modify our planned exploration programs for our existing properties.

We intend to conduct our exploration activities by leasing equipment and by contracting with third parties for various services on an as-needed basis. At this time, we do not anticipate purchasing any equipment, although this may change depending upon the success of our exploration activities. We believe that necessary equipment and operators for our exploratory activities are available from several local sources in Elko and Reno, Nevada.

A detailed description of our property may be found in the section captioned "Properties" in our 2008 Annual Report on Form 10-K.

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Exploration Program for Tempo Mineral Prospect Property

A detailed gravity survey to expand and enhance the existing inadequately-detailed gravity data has been completed. This survey, in combination with existing geological and geochemical data, indicates several, previously unrecognized target opportunities. Several drill targets have been identified and are planned to be drilled this fall. 60 new claims have been staked in addition to the original 146 claims in order to obtain the necessary mineral rights to drill some of the identified target opportunities and to secure the flanks of this district-scale opportunity. Phase 1 drilling will consist of four or five exploratory holes to a depth of up to approximately 1,500 feet each. An NOI (notice of intent) has been submitted to the BLM (Bureau of Land Management) for a composite 10 hole drill program, and is pending their expected approval to commence the drill program. The estimated reclamation bond for this initial phase 1 and 2 program is about $15,000 as existing roads will be used for access. The Phase 1 drill program is estimated to be $250,000 consisting of:

• Reclamation bonding, construction of access and drill sites; $25,000

• Drilling costs at approximately $25 per foot, for a total of $170,000; and

• Drill-hole assaying is expected to cost $30,000.

• Contract geologist supervision of drill program: $25,000.

At this time, we are unable to estimate the costs of continuing our exploration program on this property past the initial stage, but are confident about positive results and the desirability of commencing the phase 2 exploration on Tempo early in 2010. With the probable acquisition of additional prospect opportunities within the very prospective north-central Nevada region, and associated necessary exploration work to identify and pursue new target opportunities, we fully expect to expend approximately $1 million in our 2009 and 2010 exploration program.

Liquidity and Capital Resources

At June 30, 2009, we had $281,639 in cash on hand and $225,280 in current liabilities. We used $393,448 and $393,533 of cash in our operating activities during the six months ended June 30, 2009 and from inception through June 30, 2009, respectively. We also used $15,000 to purchase mining claims during those same periods.

The Company's cash requirements were satisfied primarily though the sale of shares of our common stock, and debt financing. We received $541,250 and $644,775 during the six months ended June 30, 2009 and from inception through June 30, 2009, respectively. In addition, we borrowed $150,000 from an unrelated third-party lender in a note that accrues interest at a rate of 10.0% per annum. We made a $104,603 payment on the notes leaving a balance, including accrued interest, of $45,397 at June 30, 2009. We estimate that we will require approximately $500,000 for our operating requirements in the next 12 months. We presently have not identified any source for those funds and there is no guarantee that we will be successful in obtaining the funds we require.