~~United~~UNITED ~~States Securities and Exchange Commission~~STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1

Filed with the Securities and Exchange Commission on December 30, 2010

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

~~DUKE~~XTREME ~~MOUNTAIN~~FIGHTING ~~RESOURCES~~CHAMPIONSHIPS, INC.

(Exact name of registrant as specified in its charter)

Nevada	~~1041~~7373	98-~~0503336~~050336
(State or other jurisdiction of	(Primary Standard Industrial	(I.R.S. Employer
(State of Incorporation)	(Primary Standard Industrial Classification Number)	(IRS Employer Identification Number)
incorporation or organization)	Classification Code number)	Identification No.)

6805 Sundance Trail, Riverside, California 92506 (951) 907-9911	David Gamache 6805 Sundance Trail, Riverside, California 92506 (951) 907-9911
(Address and telephone number of principal executive offices)	(Name, address and telephone number of agent for service)

495 Grand Boulevard, Unit 206

~~Copies~~Miramar ~~to: Joseph Sierchio~~Beach, ~~Esq.~~FL 33550

~~Sierchio~~(949) ~~& Company, LLP~~290-4914

~~430~~(Address, ~~Park~~including ~~Avenue~~zip code, and telephone number, including area code,

~~7th~~of ~~Floor~~registrant’s principal executive offices)

~~New~~Please ~~York,~~send ~~New~~copies ~~York~~of ~~10022~~all communications to:

~~Telephone:~~BRUNSON ~~(212)~~CHANDLER ~~246-3030~~& JONES, PLLC

~~Facsimile: (212)~~175 ~~246-3039~~South Main Street, Suite 1410

~~Approximate~~Salt ~~date~~Lake ofCity, ~~commencement~~Utah ~~of proposed sale to the public: From time to time after the effective date of this registration statement.~~84111

~~If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box. þ~~801-303-5772

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the 1933 Act, please check the following box and list the 1933 Act registration statement number of the earlier effective registration statement for the same offering. o[email protected]

~~If this Form is a post-effective amendment filed pursuant to Rule 462~~(c)Address, ~~under~~including ~~the~~zip ~~1933 Act~~code, ~~check the following box~~ and ~~list~~telephone, ~~the~~including ~~1933~~area ~~Act registration statement number of the earlier effective registration statement for the same offering. o~~code)

IfApproximate ~~this~~date ~~Form~~of isproposed asale ~~post-effective amendment filed pursuant~~ to ~~Rule 462(d) under~~ the ~~1933~~public: ~~Act,~~From ~~check~~time ~~the~~to ~~following~~time ~~box~~after ~~and list~~ the ~~1933~~effective ~~Act~~date ~~registration statement number~~ of ~~the~~this ~~earlier effective~~ registration statement ~~for the same offering~~. o

~~Indicate~~If byany ~~check~~of ~~mark~~the ~~whether~~securities ~~the~~being ~~registrant~~registered ison athis ~~large~~Form ~~accelerated~~are ~~filer,~~to anbe ~~accelerated~~offered ~~filer,~~on a ~~non-accelerated~~delayed ~~filer,~~ or acontinuous ~~smaller~~basis ~~reporting~~pursuant ~~company.~~to ~~See~~Rule ~~the~~415 ~~definitions~~under ofthe ~~“large~~Securities ~~accelerated~~Act ~~filer~~of 1933,” ~~“accelerated~~check ~~filer” and “smaller reporting company” in Rule 12b-2 of~~ the ~~Securities~~following ~~Exchange Act of 1934~~box. ~~(Check one):~~[X]

iiIf this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ]

~~Large~~If ~~accelerated~~this ~~filer~~Form ois ~~Accelerated~~a ~~filer~~post-effective oamendment ~~Non-accelerated~~filed ~~filer~~pursuant oto rule 462(Doc) ~~not~~under the Securities Act, check ifthe afollowing ~~smaller~~box ~~reporting~~and ~~company)~~list ~~Smaller~~the ~~reporting~~Securities ~~company~~Act þregistration statement number of the earlier effective registration statement for the same offering. [ ]

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ]

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 definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer	[ ]	Accelerated filer	[ ]
Non-accelerated filer	[ ]	Smaller reporting company	[X]
(do not check if a smaller reporting company)		Emerging Growth Company	[ ]

CALCULATION OF REGISTRATION FEE

						Proposed maximum	Proposed maximum
Title of Each Class of securities to be registered		Amount ofshares of common stock tobe registered (1)			Proposed Maximum Offering Price Per Share (2)		Proposed Maximum Aggregate Offering Price			Amount of Registration Fee (3)
	Title of each class of			Amount to be		offering price per	aggregate offering		Amount of
Common Stock, par value $0.001			40,000,000		$	0.015	$	600,000		$	65.46
	securities to be registered			registered (1)		share (2)	price (2)		registration fee
Common Stock, par value $0.001 (4)			5,380,362		$	0.0446	$	239,965		$	26.18
	Common stock, $0.001 par value			1,405,000		$0.25	$351,250		$25.00

(1)	In accordance with Rule 416(a), this registration statement shall also cover an indeterminate number of shares that may be issued and resold resulting from stock splits, stock dividends or similar transactions.	Pursuant to Rule 416 under the Securities Act of 1933, as amended, this registration statement also covers such additional shares as may hereafter be offered or issued with respect to the shares registered hereby resulting from stock splits, stock dividends, recapitalizations or similar capital adjustments.
(2)	Based on the lowest traded price of the Company’s common stock during the fifteen (15) consecutive trading day period immediately preceding January 25, 2021 of $0.015. The shares offered, hereunder, may be sold by the Selling Stockholder from time to time in the open market, through privately negotiated transactions, or a combination of these methods at market prices prevailing at the time of sale or at negotiated prices.	Estimated solely for the purposes of calculating the registration fee pursuant to Rule 457(c) under the Securities Act of 1933, as amended based upon the closing price of the common stock on October 28, 2008, the last day on which a sale of registrant’s stock was reported.
(3)	The fee is calculated by multiplying the aggregate offering amount by .0001091, pursuant to Section 6(b) of the Securities Act of 1933.
(4)	Issuable upon exercise of warrants

~~The~~We ~~registrant~~ hereby ~~amends~~amend this ~~Registration~~registration ~~Statement~~statement on such date or dates as may be necessary to delay ~~its~~our effective date until the registrant shall file a further amendment which specifically states that this ~~Registration~~registration ~~Statement~~statement shall, thereafter, become effective in accordance with Section 8(a) of the Securities Act of 1933, or until ~~this~~the ~~Registration~~registration ~~Statement~~statement shall become effective on such date as the Commission, acting pursuant to ~~said~~ Section 8(a), may determine.

iii

The information in this prospectus is not complete and may be changed. The Selling Stockholders may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and neither Duke Mountain Resources, Inc. nor the Selling Stockholders are soliciting offers to buy these securities in any state where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED December 30, 2010

DUKE MOUNTAIN RESOURCES, INC.

1,405,000 Shares of Common Stock

This prospectus relates to the resale of up to 1,405,000 shares of common stock, $0.001 par value, of Duke Mountain Resources, Inc. (the “Common Stock”) by the Selling Stockholders (the “Selling Stockholders”) described herein. The Selling Stockholders may sell such shares of common stock from time to time in the principal market on which the shares of common stock are traded at the prevailing market price or in negotiated transactions.

We will not receive proceeds from the sale of our shares by the Selling Stockholders. We will pay the expenses of registering the shares of Common Stock. The Selling Stockholders and any brokers executing selling orders on behalf of the Selling Stockholders may be deemed to be “underwriters” within the meaning of the Securities Act of 1933 Act, as amended (the “1933 Act”). Commissions received by a broker executing selling orders may be deemed to be underwriting commissions under the 1933 Act.

The securities are being registered to permit the Selling Stockholders to sell the securities from time to time in the public market. The Selling Stockholders may sell the securities through ordinary brokerage transactions or through any other means described in the section titled “Plan of Distribution.” We do not know when or in what amount the Selling Stockholders may offer the securities for sale. The Selling Stockholders may sell any, all or none of the securities offered by this prospectus.

Our Common Stock is quoted on the OTC Bulletin Board (the “OTCBB”) administered by the Financial Industry Regulatory Authority, Inc. (“FINRA”) under the symbol “DKMR.OB” The last reported sale price of our Common Stock on the OTCBB on October 28, 2008 (the last reported sale) was $0.25 per share.

Investing in our Common Stock involves substantial risks. See “Risk Factors” beginning on page 6.

We may amend or supplement this prospectus from time to time by filing amendments or supplements as required. You should read the entire prospectus and any amendments or supplements carefully before you make your investment decision.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is <>, 2011

DUKE MOUNTAIN RESOURCES, INC. HAS NOT REGISTERED THE SHARES FOR SALE BY THE SELLING SHAREHOLDERS UNDER THE SECURITIES LAWS OF ANY STATE. BROKERS OR DEALERS EFFECTING TRANSACTIONS IN THE SHARES SHOULD CONFIRM THAT THE SHARES HAVE BEEN REGISTERED UNDER THE SECURITIES LAWS OF THE STATE OR STATES IN WHICH SALES OF THE SHARES OCCUR AS OF THE TIME OF SUCH SALES, OR THAT THERE IS AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES LAWS OF SUCH STATES.

THIS PROSPECTUS IS NOT AN OFFER TO SELL ANY SECURITIES OTHER THAN THE SHARES. THIS PROSPECTUS IS NOT AN OFFER TO SELL SECURITIES IN ANY CIRCUMSTANCES IN WHICH SUCH AN OFFER IS UNLAWFUL.

TABLE OF CONTENTS

Page

FORWARD LOOKING STATEMENTS

PROSPECTUS SUMMARY

RISK FACTORS

USE OF PROCEEDS

MARKET PRICE OF AND DIVIDENDS ON OUR COMMON STOCK AND RELATED STOCKHOLDERS MATTERS

MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OPERATIONS

DESCRIPTION OF OUR BUSINESS AND PROPERTIES

DIRECTORS, EXECUTIVE OFFICERS AND CONTROL PERSONS

EXECUTIVE COMPENSATION

SECURITY OWNERHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMNET AND RELATED STOCKHOLDER MATTERS

TRANSACTIONS WITH RELATED PERSONS, PROMOTERS AND CERTAIN CONTROL PERSONS

DESCRIPTION OF SECURITIES

SELLING STOCKHOLDERS

PLAN OF DISTRIBUTION

DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES LIABILITIES

LEGAL MATTERS

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

ADDITIONAL INFORMATION

INDEX TO FINANCIAL STATEMENTS

You may only rely on the information contained in this prospectus or that we have referred you to. We have not authorized anyone to provide you with different information. This prospectus does not constitute an offer to sell or a solicitation of an offer to buy any securities other than the common stock offered by this prospectus. This prospectus does not constitute an offer to sell or a solicitation of an offer to buy any common stock in any circumstances in which such offer or solicitation is unlawful. Neither the delivery of this prospectus nor any sale made in connection with this prospectus shall, under any circumstances, create any implication that there has been no change in our affairs since the date of this prospectus or that the information contained by reference to this prospectus is correct as of any time after its date. In this prospectus, references to “Duke Mountain,” “the Company,” “we,” “us,” and “our,” refer to Duke Mountain Resources, Inc. and its consolidated subsidiary

~~FORWARD-LOOKING~~PRELIMINARY ~~STATEMENTS~~PROSPECTUS SUBJECT TO COMPLETION DATED NOVEMBER 18, 2021

~~This~~The ~~prospectus~~information ~~and the exhibits referenced herein contain “forward-looking statements.” Such forward looking statements concern our anticipated results and developments~~ in ~~our~~this ~~operations~~prospectus inis ~~future~~not ~~periods,~~complete ~~planned exploration~~ and ~~development of our properties, plans related to our business and other matters that~~ may ~~occur~~be ~~in the future~~changed. These ~~statements~~securities ~~relate~~may ~~to analyses and other information that are based on forecasts of future results, estimates of amounts~~ not ~~yet~~be ~~determinable~~sold ~~and~~until ~~assumptions~~the ofregistration ~~management.~~statement ~~Any~~filed ~~statements that express or involve discussions~~ with ~~respect~~the toSecurities ~~predictions,~~and ~~expectations,~~Exchange ~~beliefs,~~Commission ~~plans,~~is ~~projections,~~effective. ~~objectives,~~This ~~assumptions~~preliminary orprospectus ~~future~~is ~~events or performance (often, but~~ not ~~always,~~an ~~using~~offer ~~words~~to orsell ~~phrases~~these ~~such~~securities asand ~~“expects,” “does not expect,” “~~is ~~expected,” “anticipates,” or “does~~ not ~~anticipate,”~~soliciting ~~“plans,”~~an ~~“estimates,”~~offer orto ~~“intends,”~~buy orthese ~~stating~~securities ~~that~~in ~~certain~~any ~~actions,~~state ~~events~~where orthe ~~results~~offer ~~“may,” “could,” “would,” “might,”~~ or ~~“will”~~sale beis ~~taken, occur or be achieved) are~~ not ~~statements of historical fact and may be forward-looking statements~~permitted. 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:

•Xtreme ~~the~~Fighting ~~timing and outcome of our feasibility study on our properties or projects~~Championships, if any; • the costs and results of our initial production activities on our properties or projects, if any; • the timing and possible outcome of the sale of our properties or projects, if any; • the future financial and operating performances of our properties or projects, if any; • the estimation of mineral resources and the realization of mineral reserves, if any, on our existing and any future properties or projects, if any; • the timing of exploration, development, and production activities and estimated future production, if any; • estimates related to costs of production, capital, operating and exploration expenditures; • requirements for additional capital and our ability to raise additional capital on a timely basis and on acceptable terms; • government regulation of mining operations, environmental risks, reclamation and rehabilitation expenses; • title disputes or claims against our existing and any future properties or projects, if any; and • the future price of gold, silver, or other mineralsInc.

This list is not exhaustive of the factors that may affect our forward-looking statements. Some of the important risks and uncertainties that could affect forward-looking statements are described further under the sections titled “Risk Factors45,” “Description of our Business and Properties” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of this prospectus. Should one or more of these risks or uncertainties materialize380,362 orShares should underlying assumptions prove incorrect, actual results may vary materially from those anticipated, believed, estimated or expected. We caution readers not to place undue reliance on any such forward-looking statements, which speak only as of ~~the~~Common date made. We disclaim any obligation subsequently to revise any forward-looking statements to reflect events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events.Stock

The Selling Stockholder identified in this prospectus may offer and sell up to 45,380,362 shares of common stock, which will consist of up to 5,380,362 shares of common stock issuable upon exercise of outstanding warrants to purchase shares of common stock (the “Warrants”) and up to 40,000,000 shares of common stock upon conversion of 550 shares of Series B Preferred Stock of the Company (the “Preferred Stock”), in each case as issued by us to GHS Investments LLC (“GHS” or the “Selling Stockholder”) pursuant to a Securities Purchase Agreement (the “Securities Purchase Agreement”) dated October 14, 2021. If issued presently, the 45,380,362 of common stock registered for resale by GHS would represent 25.53% of our issued and outstanding shares of common stock as of November 15, 2021.

The Selling Stockholder may sell all or a portion of the shares being offered pursuant to this prospectus at fixed prices and prevailing market prices at the time of sale, at varying prices, or at negotiated prices. The timing and amount of any sale are within the sole discretion of the Selling Stockholder. Our registration of the shares of common stock covered by this prospectus does not mean that the Selling Stockholder will offer or sell any of the shares. For further information regarding the possible methods by which the shares may be distributed, see “Plan of Distribution” of this prospectus.

We received proceeds from our sale of the Preferred Stock to GHS pursuant to the Securities Purchase Agreement. We have sold 200 shares of Preferred Stock to GHS at a price equal to $1,000 per share. Each share of Preferred Stock is convertible at the stated value of $1,200 per share divided by the market price, which is defined as the lowest traded price of the Company’s common stock during the fifteen (15) consecutive trading day period immediately prior to a conversion. Upon conversion of the Preferred Stock, we will not receive any proceeds from the sale of our common stock by GHS. We will receive a maximum of an additional $239,965 from GHS if and when they elect to exercise the Warrants. As we are unable to predict the timing or amount of any such exercise, we currently intend to use such proceeds, if any, for general corporate purposes and working capital. The Selling Stockholder is not obligated to exercise the Warrants, and we cannot predict whether or when, if ever, the Selling Stockholder of the Warrants will choose to exercise the Warrants, in whole or in part.

In addition, the Preferred Stock and Warrants are subject to a beneficial ownership limitation for GHS of 4.99% (in the aggregate) of all outstanding common shares of the Company.

Our common stock is traded on OTC Markets under the symbol “DKMR”. On November 16, 2021, the last reported sale price for our common stock was $0.019 per share.

Prior to this offering, there has been a very limited market for our securities. While our common stock is on the OTC Markets, there has been negligible trading volume. There is no guarantee that an active trading market will develop in our securities.

This offering is highly speculative, and these securities involve a high degree of risk and should be considered only by persons who can afford the loss of their entire investment. See “Risk Factors” beginning on page 23. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.

The date of this prospectus is November 18, 2021.

~~PROSPECTUS~~Table ~~SUMMARY~~of Contents

~~This~~The ~~prospectus~~following ~~summary~~table ~~highlights~~of ~~selected~~contents ~~information~~has ~~appearing~~been ~~elsewhere~~designed into ~~this~~help ~~prospectus.~~you ~~Because~~find ~~this is only a summary, it does not contain all the~~ information ~~that~~contained ~~may~~in ~~be important to you. You should carefully read~~ this prospectus in its entirety before investing in our common stock, especially the risks of investing in our common stock, which we discuss later in “Risk Factors,” and our financial statements and related notes beginning on page F-1. ~~Unless~~We ~~the~~encourage ~~context~~you ~~requires~~to ~~otherwise,~~read the ~~words~~entire ~~“Duke Mountain,” “we,” “the Company,” “us” and “our” refer to Duke Mountain Resources, Inc~~prospectus. ~~and our subsidiary, Duke Mountain Resources Canada, Inc.~~

Overview

Prospectus Information	3

Risk Factors	8

Use of Proceeds	17

Determination of Offering Price	17

Dilution	17

Selling Security Holder	18

The Offering	19

Plan of Distribution	19

Description of Securities to be Registered	20

Legal Matters	24

Interests of Named Experts and Counsel	24

Business	24

Management’s Discussion and Analysis of Financial Condition and Results of Operation	26

Directors, Executive Officers, Promoters, and Control Persons	28

Executive and Directors Compensation	31

Security Ownership of Certain Beneficial Owners	32

Transactions with Related Persons	32

Other Expenses of Issuance and Distribution	32

Indemnification of Officers and Directors	32

Recent Sales of Unregistered Securities	32

Financial Statements	34

We are an exploration stage company engaged in the acquisition and exploration of mineral properties. We own a 100% mineral interest in three properties. Although exploratory work in the area of our properties conducted by others has indicated some potential showings of mineralization, we are uncertain as to the reproducibility of these prior exploration results and thus we are uncertain as to the potential existence of a commercially viable mineral deposit existing on our mineral claims.

We currently own a 100% undivided interest in three mineral properties located in the Province of British Columbia, Canada, that we call the “Goldstar Property,” the “Rosewall Gold Property” and the “Waterloo Creek Property.” Currently there are no known mineral reserves on the Goldstar Property, the Rosewall Gold Property or the Waterloo Creek Property. We are seeking, if possible, to either joint venture the continuing exploration of our mineral claims; option the claims in exchange for cash consideration and/or a retained interest; or, liquidate our rights to the claims on some other commercially viable basis. In the interim, we continue to seek out acquisition of additional mineral claims and properties.

As of the date of this prospectus, we commenced and completed phase one exploration work on all three of our mineral claims as described below. Due to unsatisfactory mineral results from the phase one from our Goldstar and Rosewall Properties, we have impaired these two claims and as a result have written off the acquisition costs of $25,000. We have also fully impaired the acquisition cost of the Waterloo claim of $15,000 as of December 31, 2009, due to our inability to ascertain the viability of the project. Although we continue to seek acquisition of additional resource projects, there is no assurance that we will be able to do so.

We have not earned any revenues to date. We do not anticipate earning revenues until such time as we enter into commercial production of our mineral properties. We are presently in the exploration stage of our business and we can provide no assurance that any commercially viable mineral deposits exist on our mineral claims, that we will discover commercially exploitable levels of mineral resources on our properties, or, if such deposits are discovered, that we will enter into further substantial exploration programs.

Additional Information

We are a Nevada corporation incorporated on May 3, 2006. Our authorized capital consists of 76,000,000 common shares, with a par value of $0.001 per share. As of September 30, 2010, and December 31, 2009, we had 12,180,000 shares of common stock issued and outstanding.

Our Corporate headquarters are located at 6805 Sundance Trail, Riverside CA 92506. Our telephone number is 951-907-9911.

We have not authorized any person to give you any supplemental information or to make any representations for us. You should not rely upon any information about our company that is not contained in this prospectus. Information contained in this prospectus may become stale. You should not assume the information contained in this prospectus or any prospectus supplement is accurate as of any date other than their respective dates, regardless of the time of delivery of this prospectus, any prospectus supplement or of any sale of the shares. Our business, financial condition, results of operations, and prospects may have changed since those dates. The ~~Offering~~Selling Stockholder is offering to sell and seeking offers to buy shares of our common stock only in jurisdictions where offers and sales are permitted.

Common stock offered by the Selling Stockholders		The 1,405,000 shares of our common stock being offered hereby were issued to the Selling Stockholders in private placements which we effected (collectively, the “Private Placements”) pursuant to an exemption from the registration requirements of the 1933 Act afforded by Regulations D and S as promulgated by the U.S. Securities and Exchange Commission (the “SEC”).
Common Stock issued and outstanding		12,180,000 shares
Use of proceeds		Proceeds from the sale of common stock covered by this prospectus will be received by the Selling Stockholders. We will not receive any proceeds from the sale of the shares of common stock covered by this prospectus.
Duration of offering		The earlier to occur of (1) the sale of all of the registered shares by the Selling Stockholders, (2) the date on which the registered shares may be sold pursuant to Rule 144 without volume limitations, or (3) the second anniversary date of the date of this prospectus.
OTCBB Symbol		DKMR
Risk Factors		Investing in our securities involves a high degree of risk and purchasers of our securities may lose their entire investment. The search for valuable minerals as a business is extremely risky. We can provide investors with no assurance that the exploration of any of the properties in which we have or may acquire an interest will uncover commercially exploitable mineral reserves. It is likely that such properties will not contain any reserves and, in all likelihood, any funds spent on exploration will probably be lost. In addition, problems such as unusual or unexpected geological formations or other variable conditions are involved in exploration and, often result in unsuccessful exploration efforts. In addition, due to our limited capital and mineralized materials, we are limited in the amount of exploration work we can do. As a result, our already low probability of successfully locating mineral reserves will be reduced significantly further. Therefore, we may not find a commercial mineable ore deposit prior to exhausting our funds. Furthermore, exploration costs may be higher than anticipated, in which case, the risk of utilizing all of our funds prior to locating any ore deposits shall be greatly increased. Factors that could cause exploration costs to increase are: adverse conditions, difficult terrain and shortages of qualified personnel. Please refer to “Risk Factors.”

In this prospectus, “Xtreme”, “XFC,” the “Company,” “we,” “us,” and “our” refer to Xtreme Fighting Championships, Inc., a Nevada corporation.

PROSPECTUS SUMMARY

This summary highlights selected information contained elsewhere in this prospectus and does not contain all of the information that you should consider in making your investment decision. Before investing in our common stock, you should carefully read this entire prospectus, including our consolidated financial statements and the notes thereto and the information set forth under the “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of this prospectus.

Summary of the Offering

Shares currently outstanding:		132,399,516

Shares being offered:		45,380,362

Offering Price per share:		The Selling Stockholder may sell all or a portion of the shares being offered pursuant to this prospectus at fixed prices and prevailing market prices at the time of sale, at varying prices or at negotiated prices.

Use of Proceeds:		We are not selling any shares of our common stock in this offering and we will not receive any of the proceeds from the sale of shares of our common stock by the Selling Stockholder. The Selling Stockholder will receive all of the proceeds from any sales of the shares of our common stock offered hereby. However, we will receive the exercise price upon any exercise of the Warrants. If the Warrants are exercised in full, we would receive gross proceeds of approximately $239,965. We currently intend to use such proceeds, if any, for general corporate purposes and working capital. The Selling Stockholder is not obligated to exercise the Warrants, and we cannot predict whether and when, if ever, the Selling Stockholder will choose to exercise the Warrants, in whole or in part. See “Use of Proceeds” beginning on page 30 of this prospectus.

OTC Markets Symbol:		DKMR

Risk Factors:		See “Risk Factors” beginning on page 23 and the other information in this prospectus for a discussion of the factors you should consider before deciding to invest in shares of our common stock.

Our Business

Xtreme Fighting Championships, Inc. is a sports entertainment and media company that is the second largest publicly traded Mixed Martial Arts (MMA) league, producing a wide range of live fighting events that are broadcast via traditional networks, pay-per-view and online. Mixed Martial Arts is a full-contact combat sport based on striking, grappling and ground fighting incorporating techniques from a broad range of martial arts and combat sports around the world. MMA is the world’s third most popular sport, behind soccer and basketball, and there are approximately 451 million people interested in MMA, according to Nielsen Sports DNA.

~~Selected~~XFC ~~Financial~~was ~~Data~~established with a vision of seeking out, signing and branding a new generation of Mixed Martial Arts fighters. The Company assembles the most exciting and well-rounded MMA fighters from around the world, to compete in all major weight classes for both men and women.

~~We have not generated any operating revenues to date.~~ Our ~~plans,~~operations ~~funding requirements, sources and alternatives relating thereto~~ are ~~presented~~organized ~~and~~around ~~discussed~~the infollowing ~~“Management’s~~principal ~~Discussion and Analysis of Financial Condition and Results of Operations.”~~ activities:

~~The~~Live ~~following~~Events: ~~table~~We ~~sets~~produce ~~forth, for the periods~~ and ~~the~~promote ~~dates~~live ~~indicated,~~XFC ~~selected~~fighting ~~financial~~events ~~data~~featuring ~~for~~a ~~the~~variety ~~Company. This~~of ~~information~~MMA ~~should~~fighters ~~be read~~ in ~~conjunction~~all ~~with~~major ~~our~~weight ~~Audited~~classes ~~Consolidated Financial Statements and Notes thereto as of and~~ for ~~the~~both ~~years~~men ~~ended December 31, 2009~~ and ~~2008,~~women. ~~our~~XFC ~~Unaudited~~Fighters ~~Consolidated~~include ~~Financial~~both ~~Statements~~veterans and ~~Notes~~the ~~thereto~~next asgeneration of ~~and~~rising ~~for~~superstars ~~the~~who ~~periods~~compete ~~ended~~in ~~September~~Main ~~30,~~Event ~~2010~~matches ~~and~~held ~~2009~~in ~~(collectively,~~ the ~~“Financial~~iconic ~~Statements”)~~XFC ~~and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included elsewhere in this prospectus~~Hexagon.

~~The~~Talent ~~selected~~Development: ~~financial~~We ~~data~~actively ~~provided~~seek ~~below~~out ~~are~~new ~~not~~talent ~~necessarily~~to ~~indicative~~establish the next generation of MMA fighters to provide our ~~future~~audiences ~~results~~with the exciting combat action for which XFC events have become known. Our fighter-centric leadership team takes pride in discovering the next generation of ~~operations~~rising orsuperstars ~~financial~~and ~~performance~~providing them the resources and training required to maximize their success in the Hexagon. To ~~date~~A wekey ~~have~~element ~~not~~to ~~paid~~the ~~any~~success ~~dividends~~of onour ~~shares~~talent development efforts surrounds our national and regional “Tryouts” which are held to identify the next generation of talent. These events are designed to highlight the competitive elements of our ~~common~~events ~~stock~~and allow fighters to rise through multiple levels of the tryout and dotournament ~~not~~competitions. ~~expect~~New fighters that are identified at our tryouts are offered the chance to ~~pay~~sign ~~dividends~~an exclusive agreement to compete in ~~the~~XFC ~~foreseeable~~events ~~future~~for a specified period of time.

~~The~~Media: ~~Financial~~We ~~Statements~~are focused on broadcasting and promoting our events on a variety of traditional and internet media. XFC events have been ~~prepared~~available inthough ~~accordance~~some ~~with~~of ~~accounting~~the ~~principles~~largest ~~generally~~media ~~accepted~~venues globally, including Terra TV, UOL, and AXSTV/HDNet in the United States, ~~(“US~~Rede ~~GAAP”)~~TV! in South Africa, and premium cable and satellite television network HBO. Many of the events we hold are later rebroadcast over internet media, primarily YouTube, where we highlight our Tryouts. In addition to broadcast platforms, we seek to maximize exposure of our events and fighters through internet and social media channels to promote engagement and interaction with our fighters.

Statements of Operations Data:	For the nine month period ended September 30, 2010 (Unaudited)	For the nine month period ended September 30, 2009 (Unaudited)	For the Year Ended December 31, 2009 (Audited)	For the Year Ended December 31, 2008 (Audited)	From inception on May 3, 2006 September 30, 2010 (Unaudited)
Revenue	$0	$0*	$0*	$0	$0
Loss from operations	$ (43,529)	$(79,649)*	$(102,422)*	$(75,273)	$(315,728)
Net loss	$(42,562)	$(76,129)	$(98,489)	$(67.877)	$(291,179)
Basic and diluted net loss per share	$(0.00)	$(0.01)	$(0.01)	$(0.00)
Weighted average shares outstanding used in basic and diluted net loss per share calculation	12,180,000	12,180,000	12,180,000	12,180,000

Advertising and Sponsorships: We are in the early stages of developing our advertising and sponsorship programs that will extend from our live events to broadcast and social media content. We believe our audiences represent a prime marketing demographic of young, action oriented, sports enthusiasts the would be attractive to a wide range of consumer products. We intend to develop advertising and sponsorship packages to address the needs of such sponsors.

*Merchandising: ~~During~~We ~~the~~plan ~~second~~to ~~fiscal~~develop ~~quarter~~merchandise ~~of 2009, the Company generated $1,520 of income through Hardin Marine Arrowhead. The Company provided website consulting services~~ to ~~Hardin~~promote ~~Marine~~our ~~Arrowhead~~XFC ~~and~~brand ~~the~~among ~~Allen~~consumers ~~Lee Group developed~~ and ~~implemented~~MMA ~~the~~sports ~~web design changes~~enthusiasts. ~~This was a one~~XFC-~~time~~branded ~~event~~merchandise ~~due~~may toinclude ~~the~~apparel ~~Company’s President, Chief Executive Officer~~ and ~~Chief~~accessories ~~Financial~~sold ~~Officer,~~under ~~Mr.~~licensing ~~David~~arrangements ~~Gamache,~~or ~~being~~direct ~~associated~~to ~~with~~consumers ~~Hardin~~on ~~Marine~~our ~~Arrowhead and the Allen Lee Group~~website. AsMerchandising aopportunities ~~result,~~may ~~the~~extend ~~Company reclassified the amount that was originally reported in the second fiscal quarter of 2009 as revenue~~ to ~~Other~~toys, ~~Income~~video ~~from~~games, ~~related~~and ~~party~~other ~~beginning~~products in the ~~third fiscal quarter of 2009~~future.

Balance Sheet Data:	September 30, 2010 (Unaudited)	September 30, 2009 (Unaudited)	December 31, 2009 (Audited)	December 31, 2008 (Audited)
Cash and cash equivalents	$240,821	$290,743	$276,383	$341,872
Working capital	$240,821	$290,743	$283,383	$341,872
Total assets	$240,821	$305,743	$283,383	$381,872
Total liabilities	$0	$0	$0	$0
Total stockholders’ equity	$240,821	$305,743	$283,383	$381,872

Xtreme Fighting Championships, Inc. is a corporation organized under the laws of the State of Nevada and was incorporated on May 3, 2006. Our authorized capital consists of 500,000,000 common shares, with a par value of $0.001 per share and 45,380,362 authorized preferred shares. As of September 1, 2021, we had 120,595,979 shares of common stock issued and outstanding. Our headquarters and principal executive offices are located at 495 Grand Boulevard, Unit 206, Miramar Beach, FL 32550; our telephone number is (914) 290-4914, and our corporate website is www.xfcmma.net. We do not intend for information contained on our website to be part of this Form S-1/A.

~~RISK~~We ~~FACTORS~~file annual, quarterly and current reports, proxy statements and other information with the Securities and Exchange Commission (SEC). The SEC also maintains an Internet site that contains annual, quarterly and current reports, proxy and information statements and other information that we (together with other issuers) file electronically. The SEC’s Internet site is www.sec.gov. We make available free of charge on or through our website our annual, quarterly, and current reports and amendments to those reports as soon as reasonably practicable after we electronically file such material with or furnish it to the SEC. Currently, the Company’s common stock is quoted on the OTC Markets electronic exchange under the symbol “DKMR.”

~~You~~Previously, ~~should~~we ~~carefully~~were ~~consider~~an ~~the~~exploration ~~risks~~stage ~~described~~company ~~below~~engaged asin ~~well~~the asacquisition ~~other~~and ~~information~~exploration ~~provided~~of tomineral ~~you~~properties innamed ~~this~~Duke ~~document~~Mountain Resources, ~~including~~Inc. On ~~information~~December in31, ~~the~~2013, ~~section~~we ofcompleted ~~this~~the ~~document~~acquisition ~~entitled~~of ~~“Forward~~all ~~Looking~~of ~~Statements.”~~the ~~The~~issued ~~risks~~ and ~~uncertainties~~outstanding ~~described~~shares ~~below~~of ~~are~~Fostung ~~not~~Resources, ~~the~~which ~~only~~is ~~ones~~the ~~facing~~holder ~~us.~~of ~~Additional~~certain ~~risks~~leases and ~~uncertainties~~mining ~~not~~claims ~~presently known~~ to usa orFostung ~~that~~Tungsten weproperty ~~currently~~located ~~believe~~in ~~are~~Foster ~~immaterial~~Township, ~~may~~Sudbury, ~~also impair our business~~Ontario, ~~financial~~Canada ~~condition~~(the or"Fostung ~~results~~Property") offrom ~~operations~~RenovaCare, Inc. If(f/k/a ~~any~~Janus ~~of the following risks actually occur~~Resources, ~~our~~Inc.) ~~business~~("Janus"), ~~financial~~a ~~condition~~corporation ororganized ~~results~~under ~~of operations could be materially adversely affected,~~ the ~~value~~laws of ~~our~~the ~~common~~State ~~stock could decline, and you may lose all or part~~ of ~~your investment~~Nevada.

~~Risks Relating to Our Business and Industry~~6

WeDuring ~~have~~2018, ~~yet~~the toCompany ~~earn~~began ~~revenue~~making investments of its capital, time and ~~our~~other ~~ability~~resources toin ~~sustain~~the ~~our~~market ~~operations~~of ismixed ~~dependent~~martial onarts ~~our~~(“MMA”). ~~ability~~The Company, as a result of its investments became a majority owner in a private company called, Xtreme Fighting Championships, Inc., a Florida corporation. The MMA and extreme sports market in general have become very profitable and so the company has begun operating in the MMA market. On July 13, 2020, the company changed its name to ~~raise~~Xtreme ~~financing~~Fighting Championships, Inc., pursuant to the laws of the Company’s state of incorporation and the rules and requirements of FINRA.

WeOn ~~are~~January an25, ~~exploration~~2020, ~~stage~~Duke ~~company;~~Mountain weResources, ~~have~~Inc. ~~not generated any revenues since inception~~ and weAtlas doCapital ~~not~~Partners, ~~expect to generate any revenues for the foreseeable future~~Inc. We ~~incurred~~entered into a ~~net~~Share ~~loss~~Purchase ofAgreement ~~$248,617 for the period from May 3, 2006 (inception) to December 31, 2009,~~ and aAssignment ~~loss~~ of ~~$315,728,~~Debt ~~for~~Agreement. ~~the~~However, ~~period~~it ~~from~~was ~~May~~later 3,discovered ~~2006~~that ~~(inception)~~Atlas toCapital ~~September 30~~Partner, ~~2010~~Inc. ~~Our~~ ~~long-term~~did ~~viability~~not isown ~~dependent~~the ~~upon~~intellectual ~~our~~property ~~ability~~agreed to ~~obtain~~by ~~financing~~the parties and ~~future~~the ~~profitable~~debt ~~operations~~in ~~from~~ the ~~commercial~~agreement ~~exploitation~~was oflater ~~our mineral claims or other operations~~forgiven.

~~Because~~Industry weand ~~do not have any revenues, we expect to incur operating losses for the foreseeable future.~~Market

WeThe ~~have~~industry ~~never generated revenues~~ and wemarket ~~have~~under ~~never~~which ~~been~~XFC ~~profitable.~~exists ~~Prior~~is tothe ~~completing~~sports ~~exploration~~market onand ~~our~~martial ~~mineral~~arts ~~properties, we anticipate that we will incur increased operating expenses without realizing any revenues~~fighting. We ~~therefore~~work ~~expect~~with tobroadcast ~~incur~~partners, ~~significant~~such ~~losses~~as ~~into~~NBC, ~~the~~FOX ~~foreseeable~~Sport ~~future.~~and IfTelemundo, ~~we are unable~~ to ~~generate~~broadcast ~~financing~~fights to ~~continue~~as ~~the~~many ~~exploration~~countries ofas ~~our properties, we will fail and you will lose your entire investment in this offering~~possible.

~~We have a limited operating history; therefore, it is difficult to evaluate our financial performance and prospects.~~Competition

WeOf ~~have only completed the initial stages of exploration on~~ our ~~mineral~~competitors, ~~concessions~~Ultimate ~~and~~Fighting ~~have~~Champions no(“UFC”) ~~way~~is ~~to evaluate~~ the ~~likelihood that we will be able to operate and develop a successful business~~largest. WeThey are ~~considered~~a tomulti-billion-dollar ~~be an exploration stage~~ corporation ~~because~~whose wefights are ~~currently~~also ~~engaged~~broadcast inon ~~the search for and extraction of mineral deposits~~television. WeUFC ~~will~~is befar inlarger ~~the~~than ~~exploration stage until~~ we ~~discover~~are and ~~exploit~~they ~~commercially~~are ~~viable~~currently ~~mineral~~better ~~deposits on our properties~~capitalized. ~~Our limited operating history makes it difficult to evaluate our financial performance and prospects.~~ We ~~have~~expect ~~earned no revenues from our mineral extraction activities~~ to ~~date,~~continue ~~and we have not emerged from being in the exploration stage~~ to agrow ~~production stage corporation. Because of~~ our ~~limited financial history~~business, but we ~~believe~~are ~~that~~currently ~~period-to-period~~among ~~comparisons of our results of operations will not be meaningful in~~ the ~~short~~smaller ~~term~~MMA ~~and~~Fighting ~~should not be relied upon as indicators of future performance~~Leagues.

~~There~~Intellectual ~~is substantial doubt about our ability to continue as a going concern, which may hinder our ability to obtain future financing.~~Property

WeOur ~~have~~success aand ~~going concern uncertainty as of September 30, 2010. Because we have not yet generated revenues from our operations, our~~ ability to ~~continue~~compete asdepends ain ~~going~~part ~~concern~~on ~~is currently heavily dependent upon~~ our ability to ~~obtain~~maintain ~~additional financing to sustain~~ our ~~operations~~trade secrets. ~~Such~~All ~~financing may take the form~~ of ~~the~~our ~~issuance~~employees ofand ~~common~~consultants orare ~~preferred~~subject ~~stock~~to ornon-disclosure ~~debt~~agreements ~~securities,~~and orother ~~may~~contractual ~~involve~~provisions ~~bank~~to ~~financing.~~establish ~~Although~~and wemaintain ~~have completed several equity financings, the fact that we have a going concern uncertainty may hinder~~ our ~~ability~~proprietary ~~to obtain additional financing in the future~~rights. ~~Currently, we~~

Research and Development

We are not in an industry or market where research and development is required to remain competitive. Our main product involves our ability to showcase the talents that our mixed martial arts fighters are able to display during their fights which we are able to display and broadcast to the public through our broadcast partners such as NBC, FOX Sports and Telemundo.

Regulatory Matters

Government contract laws and regulations affect how we will do business with our customers, and in some instances, will impose added costs on our business. A violation of specific laws and regulations could result in the imposition of fines and penalties, the termination of any then existing contracts or the inability to bid on future contracts.

Employees

We currently have one full time and six part time employees who work for XFC as independent contractors. The Company considers its relationships with its employees to be satisfactory and is not a party to any collective bargaining agreement.

Summary Consolidated Financial Information

The tables and information below are derived from our consolidated financial statements for the year ended December 31, 2020 and the year ended December 31, 2019. Our total stockholder’s deficit as of December 31, 2020 was $3,049,119. Our total stockholder’s deficit as of December 31, 2019 was $8,329,124. As of December 31, 2020, we had $1,372,016 of cash on hand. Our historical results are not necessarily indicative of future results of operations and the results of operations for the year ended December 31, 2020 are not necessarily indicative of results for the full year. You should read the following financial information together with the information under “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements

~~have~~and nothe ~~commitments~~notes ~~to obtain any additional financing~~thereto, and ~~there~~our ~~can~~unaudited beinterim nocondensed ~~assurance~~consolidated ~~that~~financial ~~financing~~statements ~~will~~and bethe ~~available~~notes inthereto ~~amounts~~included orelsewhere onin ~~terms~~this ~~acceptable to us, if at all~~prospectus.

If we do not obtain additional financing, we will need to curtail our exploration activities and our business may fail, in which case you may lose your investment.

	Year End December 31, 2020			Year End December 31, 2019

Cash		1,372,016		$	25,494
Total Assets		2,103,562			406,141
Total Current Liabilities		2,529,034			8,627,233
Total Stockholder’s Equity (Deficit)		(3,049,119	)		(8,329,124	)

~~Our~~Statement ~~existing~~of ~~funds may be insufficient if we decide to initiate any additional exploration programs. Therefore, we will need to obtain additional financing in order to complete our full business plan.~~ Operations

In order for us to perform any further exploration or extensive testing we will need to obtain additional financing. As of September 30, 2010, we had cash in the amount of $240,821. We currently do not have any operations and we have not generated any revenues. Our business plan calls for significant expenses in connection with the exploration of mineral claims acquired by us. If further exploration programs are warranted, we will require additional financing to complete the follow-up programs.

	Year End December 31, 2020			Year End December 31, 2019

Revenue		900,482			1,399,420
Other Income (Expense)		(1,107,403	)		(651,577	)
Net Income (Loss) for the Period		(6,177,099	)		(3,078,120	)
Net Loss per Share		(0.17	)		(3.84	)

WeRISK will require additional financing to sustain our business operations if we are not successful in earning revenues once exploration is complete. If our exploration programs are successful in discovering ore of commercial tonnage and grade, we will require additional funds in order to place the properties into commercial production. We currently do not have any arrangements for financing and we may not be able to obtain financing when required. Obtaining additional financing would be subject to a number of factors many of which are beyond our control, including the market prices for copper and gold and the costs of exploring for or mining these materials. These factors may make the timing, amount, terms or conditions of additional financing unavailable to us.FACTORS

~~Because~~This investment has a high degree of risk. Before you invest you should carefully consider the ~~difficulties~~risks and uncertainties ~~inherent~~described below and the other information in this prospectus. If any of the ~~mineral~~following ~~exploration~~risks actually occur, our business, weoperating ~~face~~results aand ~~high~~financial ~~risk~~condition could be harmed, and the value of ~~business~~our ~~failure~~stock could go down. This means you could lose all or a part of your investment.

AtSpecial ~~this~~Information ~~time,~~Regarding weForward-Looking have not been successful in finding commercial mineral deposits on our properties; if all of our exploration efforts are not successful, we will be unable to generate revenues from our operations and we will have to cease doing business. Potential investors should be aware of the difficulties normally encountered by new mineral exploration companies and the high rate of failure of such enterprises. The likelihood of success must be considered in light of the problems, expenses, difficulties, complications and delays encountered in connection with the exploration of the mineral properties that we plan to undertake. These potential problems include, but are not limited to, unanticipated problems relating to exploration, and additional costs and expenses that may exceed current estimates. The expenditures to be made by us in the exploration of the mineral claims may not result in the discovery of mineral deposits. Problems such as unusual or unexpected formations and other conditions are involved in mineral exploration and often result in unsuccessful exploration efforts. Statements

Some of the statements in this prospectus are “forward-looking statements.” These forward-looking statements involve certain known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by these forward-looking statements. These factors include, among others, the factors set forth herein under “Risk Factors.” The words “believe,” “expect,” “anticipate,” “intend,” “plan,” and similar expressions identify forward-looking statements. We caution you not to place undue reliance on these forward-looking statements. We undertake no obligation to update and revise any forward-looking statements or to publicly announce the result of any revisions to any of the forward-looking statements in this document to reflect any future or developments. However, the Private Securities Litigation Reform Act of 1995 is not available to us as a non- reporting issuer. Further, Section 27A(b)(2)(D) of the Securities Act and Section 21E(b)(2)(D) of the Securities Exchange Act expressly state that the safe harbor for forward looking statements does not apply to statements made in connection with an initial public offering.

RISKS RELATED TO OUR COMPANY

Our limited operating history may not serve as an adequate basis to judge our future prospects and results of operations.

The Company has a relatively limited operating history. Our limited operating history and the unpredictability of the wealth management industry make it difficult for investors to evaluate our business. An investor in our securities must consider the risks, uncertainties and difficulties frequently encountered by companies in rapidly evolving markets.

~~Because~~We ofwill ~~the~~need ~~inherent~~additional ~~dangers~~financing ~~involved~~to inimplement ~~mineral exploration, there is a risk that we may incur liability or damages as we conduct~~ our business. plan.

The ~~search~~Company ~~for~~will ~~valuable~~need ~~minerals~~additional ~~involves~~financing ~~numerous~~to ~~hazards. As~~fully aimplement ~~result,~~its webusiness ~~may~~plan ~~become~~in ~~subject~~a tomanner ~~liability~~that ~~for~~not ~~such~~only ~~hazards,~~continues ~~including~~to ~~pollution,~~expand ~~cave-ins~~an ~~and~~already ~~other~~established ~~hazards~~direct-to-consumer ~~against~~approach, ~~which~~but wealso ~~cannot~~allows ~~insure~~the orCompany ~~against~~to ~~which~~establish wea ~~may~~stronger ~~elect~~brand ~~not~~name toin ~~insure. At~~all the ~~present~~areas ~~time~~in wewhich ~~have~~it ~~no coverage to insure against these hazards~~operates. ~~The~~ ~~payment~~In ofparticular, ~~such~~the ~~liabilities~~Company ~~may~~will ~~have~~need aadditional ~~material~~financing ~~adverse effect on our financial position.~~ to:

We● ~~have~~Effectuate noits ~~known~~business ~~mineral~~plan ~~reserves~~and further develop its product and ifservice welines; ~~cannot~~● ~~find~~Expand ~~any~~its facilities, wehuman ~~will~~resources, ~~have~~and toinfrastructure; ~~cease~~and ~~operations~~● Increase its marketing efforts and lead generation.

WeThere ~~have~~are no ~~mineral~~assurances ~~reserves.~~that Ifadditional wefinancing dowill ~~not~~be ~~find~~available aon ~~mineral~~favorable ~~reserve~~terms, ~~containing~~or ~~commercial~~at ~~quantities~~all. ofIf ~~gold,~~additional ~~copper,~~financing oris ~~silver~~not oravailable, ifthe weCompany ~~cannot~~will ~~complete~~need ~~the~~to ~~exploration~~reduce, ofdefer ~~the~~or ~~mineral~~cancel ~~reserve~~development programs, ~~either~~planned ~~because~~initiatives weand dooverhead ~~not~~expenditures. ~~have~~The ~~the~~failure ~~money~~ to doadequately itfund orits ~~because~~capital itrequirements ~~will~~could ~~not~~have bea ~~economically~~material ~~feasible~~adverse toeffect doon ~~it,~~the weCompany’s ~~will~~business, ~~have~~financial tocondition ~~cease operations~~ and ~~you~~results ~~will~~of ~~lose your investment~~operations. ~~Mineral~~Moreover, ~~exploration~~the issale ~~highly~~of ~~speculative.~~additional Itequity ~~involves~~securities ~~many~~to ~~risks~~raise ~~and~~financing iswill ~~often~~result ~~non-productive.~~in ~~Even~~additional ifdilution weto ~~are~~the ~~able~~Company’s tostockholders ~~find~~and ~~mineral~~incurring ~~reserves~~additional onindebtedness ~~our~~could ~~property,~~involve ~~our~~the ~~production~~imposition ~~capability~~of iscovenants ~~subject~~that torestrict ~~further~~the ~~risks~~Company’s ~~including:~~operations.

·Our products and services are subject to changes in applicable laws and regulations.

~~Costs~~The ofCompany’s ~~bringing~~business ~~the~~is ~~property~~particularly ~~(minerals/materials)~~subject ~~into~~to ~~production~~changing ~~including~~federal ~~exploration~~and ~~work,~~state ~~preparation~~laws and regulations related to the provision of ~~production~~financial ~~feasibility~~services ~~studies~~to consumers. The Company’s continued success depends in part on its ability to anticipate and respond to these changes, and ~~construction~~the ofCompany ~~production~~may ~~facilities~~not be able to respond in a timely or commercially appropriate manner. If the Company fails to adjust its products and services in response to changing legal and/or regulatory requirements, ~~all~~the ofability to deliver its products and services may be hindered, which wein turn could have ~~not~~an ~~budgeted~~adverse ~~for;~~effect on the Company’s business, financial condition and results of operations.

·We may continue to encounter substantial competition in our business.

~~Availability~~The Company believes that existing and ~~costs~~new competitors will continue to improve their products and services, as well as introduce new products and services with competitive price and performance characteristics. The Company expects that it must continue to innovate, and to invest in product development and productivity improvements, to compete effectively in the several markets in which the Company participates. The Company’s competitors could develop a more efficient product or service or undertake more aggressive and costly marketing campaigns than those implemented by the Company, which could adversely affect the Company’s marketing strategies and have an adverse effect on the Company’s business, financial condition and results of ~~financing;~~operations.

·Important factors affecting the Company’s current ability to compete successfully include:

~~Ongoing~~● lead generation and marketing costs; of● ~~production~~service delivery protocols; ● branded name advertising; and ● product and service pricing.

·In periods of reduced demand for the Company’s products and services, the Company can either choose to maintain market share by reducing product and service pricing to meet the competition, or maintain its product and service pricing, which would likely sacrifice market share. Sales and overall profitability may be reduced in either case. In addition, there can be no assurance that additional competitors will not enter the Company’s existing markets, or that the Company will be able to continue to compete successfully against its competition.

Environmental compliance regulations and restraints.

The marketability of any minerals acquired or discovered may be affected by numerous factors which are beyond our control and which cannot be accurately predicted, such as market fluctuations, the lack of milling facilities and processing equipment near our properties, and such other factors as government regulations, including regulations relating to allowable production, importing and exporting of minerals, and environmental protection.

Given the above noted risks, the chances of finding reserves on our mineral properties are remote and funds expended on exploration will likely be lost.

Because we will be subject to compliance with government regulation which may change, the anticipated costs of our exploration program may increase and require us to curtail or cease our operations.

There are several governmental regulations that materially restrict mineral exploration or exploitation. We will be subject to the Mining Act of British Columbia as we carry out our exploration programs. We may be required to obtain work permits, post bonds and perform remediation work for any physical disturbance to the land in order to comply with these regulations. While our planned exploration program budgets for regulatory compliance, there is a risk that new regulations could increase our costs of doing business and prevent us from carrying out our exploration program. If any future regulatory requirements, applicable to our operations, increase the cost of our compliance, we may find it necessary to curtail or cease our exploration activities, in which event you may lose your investment.

~~Because~~We ~~the~~may ~~Province~~not ofsuccessfully ~~British~~manage ~~Columbia owns the land covered by~~ our ~~mineral claims and native land claims might affect our title to the mineral claims or to British Columbia’s title to the property, our business plan may fail~~growth.

WeOur ~~are~~success ~~unaware~~will ofdepend ~~any~~upon ~~outstanding~~the ~~native~~expansion ~~land~~of ~~claims~~our ~~with~~operations ~~respect~~and tothe ~~any~~effective management of our ~~properties. However~~growth, itwhich iswill ~~possible~~place ~~that~~ a ~~native~~significant ~~land~~strain ~~claim~~on ~~could~~our bemanagement ~~made~~and inon ~~the~~our ~~future. The~~administrative, ~~federal~~operational and ~~provincial~~financial ~~government~~resources. ~~policy~~To atmanage this ~~time~~growth, ~~is to consult with all potentially affected native bands and other stakeholders in the area of any potential mining. Should~~ we ~~encounter~~must aexpand ~~situation~~our ~~where~~facilities, aaugment ~~native person or group claims an interest in~~ our ~~claims~~operational, wefinancial ~~may~~and bemanagement ~~required to provide compensation to the affected party in order to continue with our exploration work~~systems, ~~or,~~and ifhire ~~such~~and antrain ~~option~~additional isqualified ~~not~~personnel. ~~available,~~If we ~~may~~are ~~have~~unable to ~~relinquish~~manage our ~~interest~~growth ~~in these claims. In either case~~effectively, ~~the costs and/or losses could be greater than~~ our ~~financial capacity and our~~ business would ~~fail.~~be harmed.

We dorely ~~not~~on ~~carry~~key ~~title~~executive ~~insurance~~officers, and dotheir ~~not~~knowledge ~~plan~~of toour ~~secure~~business ~~any~~and intechnical ~~the~~expertise ~~future.~~would Webe ~~are~~difficult ~~therefore, vulnerable~~ to ~~loss of title~~replace.

We doare ~~not~~highly ~~maintain~~dependent ~~insurance against title. Title~~ on ~~mineral~~our ~~properties~~executive ~~and~~officer. ~~mining~~If ~~rights involves certain inherent risks due to~~ the ~~difficulties~~Company’s ofsenior ~~determining~~executive the validity of certain claims as well as the potential for problems arising from the frequently ambiguous conveyance history characteristic of many mining properties. We cannot give any assurance that title to our properties and claims will not be challenged or ~~impugned~~other ~~and~~key ~~cannot~~personnel beare ~~certain~~unable ~~that we will have~~ or ~~will~~unwilling ~~acquire valid title~~ to ~~these~~continue ~~mining~~in ~~properties and claims. We cannot assume that counterparties to our title transfer agreements will meet~~ their ~~contractual~~present ~~obligations and transfer title on a timely basis. Furthermore~~positions, ~~there is a risk that~~ the ~~federal~~Company ~~and provincial governments~~ may innot ~~the~~be ~~future~~able ~~grant additional titles in excess of our expectations~~ to ~~currently~~replace ~~illegal~~them ~~miners~~easily or ~~that~~at ~~disputes~~all, ~~may~~and ~~arise~~the asCompany’s tobusiness ~~existing~~may ~~title~~be ~~ownership or planned acquisitions~~disrupted. ~~Furthermore,~~Competition ~~although~~for wesenior ~~believe~~management ~~that~~personnel ~~mechanisms~~is ~~exist~~intense, ~~to integrate~~ the ~~titles~~pool of ~~mineral~~qualified ~~properties~~candidates ~~currently~~is ~~not~~very ~~owned by us~~limited, ~~there~~and iswe amay ~~risk~~not ~~that this process could~~ be ~~time~~able ~~consuming~~to ~~and~~retain ~~costly. There is also~~ the ~~possibility~~services ~~that~~of ~~title to~~ our ~~existing~~senior ~~properties~~executives or ~~future~~attract ~~prospective~~and ~~properties~~retain ~~may~~high-quality besenior ~~lost~~executives ~~due to an omission~~ in the ~~claim of title~~future. AsSuch afailure ~~result,~~could ~~any~~have ~~claims~~a ~~against~~material usadverse ~~may~~effect ~~result~~on inthe ~~liabilities~~Company’s ~~that~~business, wefinancial ~~may~~condition ~~not~~and beresults ~~able to afford resulting in the failure~~ of ~~our business~~operations.

InBecause ~~the event that~~ we ~~are~~may ~~unable~~never toearn ~~successfully~~revenues ~~compete~~from ~~within~~our ~~the~~operations, ~~mineral~~our ~~exploration~~business ~~and~~may ~~development business~~fail, weand investors may ~~not~~lose beall ~~able~~of totheir ~~achieve~~investment ~~profitable~~in ~~operations~~our company.

~~The~~In ~~mineral~~addition ~~exploration~~to ~~and~~other ~~development~~information ~~business~~in isthis ~~highly~~current ~~competitive.~~report, ~~Even~~the iffollowing ~~commercial~~risk ~~quantities~~factors ofshould ~~minerals~~be ~~are~~carefully ~~discovered,~~considered wein ~~can~~evaluating ~~provide~~our nobusiness ~~assurance~~because tosuch ~~investors~~factors ~~that~~may have a ~~ready~~significant ~~market~~impact ~~will~~on ~~exist~~our ~~for~~business, ~~the~~operating ~~sale~~results, ofliquidity ~~these~~and ~~minerals~~financial condition. ~~Numerous~~As ~~factors~~a ~~beyond~~result ~~our~~of ~~control~~the ~~may~~risk ~~affect~~factors ~~the~~set ~~marketability~~forth ofbelow, ~~any~~actual ~~substances~~results ~~discovered.~~could ~~These~~differ ~~factors~~materially ~~include~~from ~~market~~those ~~fluctuations,~~projected ~~the~~in ~~proximity~~any ~~and~~forward-looking ~~capacity~~statements. ofAdditional ~~markets~~risks and ~~processing~~uncertainties ~~equipment,~~not ~~and~~presently ~~government~~known ~~regulations~~to us, ~~including~~or ~~regulations~~that ~~relating~~we currently consider to ~~prices,~~be ~~taxes~~immaterial, ~~royalties~~may also impact our business, ~~land~~operating ~~tenure~~results, ~~land~~liquidity ~~use~~and financial condition. If any such risks occur, ~~mineral~~our ~~importing~~business, ~~and~~operating ~~exporting~~results, liquidity, and ~~environmental~~financial ~~protection.~~condition ~~The~~could ~~exact~~be ~~effect~~materially ofaffected ~~these~~in ~~factors~~an ~~cannot~~adverse bemanner. ~~accurately~~Under ~~predicted~~such circumstances, ~~but~~the ~~any~~trading ~~combination~~price of ~~these~~our ~~factors~~securities ~~may~~could ~~result~~decline, inand ~~our~~you ~~not~~may ~~receiving~~lose anall ~~adequate~~or ~~return~~part onof ~~invested~~your ~~capital~~investment.

~~Many~~We ofhave ~~our~~limited ~~competitors~~revenues from operations. We have ~~greater~~yet ~~financial~~to ~~resources~~generate ~~than~~positive usearnings and there can be no assurance we will ever operate profitably. AsOur company has a ~~result~~limited operating history and has yet to launch its first commercial product. The success of our company is significantly dependent on uncertain events, with respect to supply chain, system development, and operation of the system on the scale we currently envision. If our business plan is not successful and we are not able to operate profitably, our stock may ~~experience~~become ~~difficulty~~worthless ~~competing~~and ~~with~~investors ~~other~~may ~~businesses~~lose ~~when~~all ~~conducting~~of ~~mineral~~their ~~exploration~~investment in our Company. Should any of the following material risks occur, our business may experience catastrophic and ~~development~~unrecoverable ~~activities~~losses, oras said risks may harm our current business operations, as well as any future results of operations, resulting in the ~~retention~~trading price of ~~qualified~~our ~~personnel~~common stock declining and a partial or complete loss of your investment. NoIt ~~assurances~~is ~~can~~important beto ~~given~~note these risks are not the only ones we face. Additional risks not presently known or that we ~~will~~currently consider to be ~~able~~immaterial tomay ~~compete~~also ~~effectively~~impair our business operations and trading price of our common stock.

~~Damage~~We tomay ~~the~~not ~~environment~~achieve ~~could~~profitability ~~also result from our operations. If our business is involved in one~~ or ~~more~~positive ofcash ~~these hazards, we may be subject to claims of a significant size which could force us to cease our operations~~flow.

~~Mineral~~Our ~~resource~~ability ~~exploration,~~to ~~production~~achieve and ~~related~~maintain ~~operations~~profitability ~~are~~and ~~subject~~positive tocash ~~extensive~~flow ~~rules~~will ~~and~~be ~~regulations~~dependent ofupon ~~federal,~~such ~~provincial,~~factors ~~state~~as ~~and~~our ~~local~~ability ~~agencies. Failure~~ to ~~comply~~deliver ~~with~~quality ~~these~~risk ~~rules~~management and ~~regulations~~custom ~~can~~app ~~result~~development ~~in substantial penalties~~services. ~~Our~~ ~~cost~~Based ofupon ~~doing~~current ~~business~~plans, ~~may~~we beexpect ~~affected~~to byincur ~~the~~operating ~~regulatory~~losses ~~burden~~in onfuture ~~the~~periods ~~mineral~~because ~~industry. Although~~ we ~~intend~~expect to ~~substantially~~incur ~~comply~~expenses ~~with~~that ~~all~~will ~~applicable~~exceed ~~laws~~revenues ~~and~~for ~~regulations,~~an ~~because~~unknown ~~these~~period ~~rules~~of ~~and~~time. ~~regulations~~We ~~frequently~~cannot ~~are~~guarantee ~~amended~~that ~~or interpreted,~~ we ~~cannot~~will ~~predict~~be ~~the~~successful ~~future~~in ~~cost~~generating orsufficient ~~impact~~revenues ofto ~~complying~~support ~~with~~operations ~~these~~in ~~laws~~the future.

~~Environmental~~We ~~enforcement efforts with respect to mineral operations~~ have ~~increased~~limited ~~over~~operating ~~the~~capital ~~years~~ and itwe ismay ~~possible that regulations could expand and~~ have ~~a greater impact on future mineral exploration operations. Although our management intends~~ to ~~comply~~seek ~~with~~additional ~~all legislation and/or actions of federal, provincial, state and local governments, non-~~financing.

If we are unable to fund our operations and, therefore, not be able to sustain future operations or support the manufacturing of additional systems, we may be required to delay, reduce and/or cease our operations and/or seek bankruptcy protection.

~~compliance~~We cannot assure anyone with ~~applicable~~any ~~regulatory~~degree ~~requirements~~of ~~could~~certainty ~~subject~~that usany necessary additional financing will be available on terms favorable to ~~penalties~~us, ~~fines~~now or at any point in the future. It may be a significant challenge to raise additional funds and ~~regulatory~~there ~~actions,~~can be no assurance as to the ~~costs~~availability of ~~which~~additional ~~could~~financing ~~harm~~or ~~our~~the ~~results~~terms ofupon ~~operations~~which additional financing may be available. We ~~cannot~~Even if we raise sufficient capital through additional equity or debt financings, strategic alternatives or otherwise, there can be ~~sure~~no ~~that~~assurance ~~our~~the ~~proposed~~revenue or capital infusion will be sufficient to enable us to develop our business ~~operations~~to a level where it will ~~not~~be ~~violate~~profitable ~~environmental~~or ~~laws~~generate inpositive ~~the~~cash ~~future~~flow.

~~Our~~If ~~operations~~we ~~and~~raise ~~properties~~additional ~~are~~funds ~~subject~~through tothe ~~extensive~~issuance ~~federal,~~of ~~state,~~equity ~~provincial~~or ~~and~~convertible ~~local~~debt ~~laws and regulations relating to environmental protection~~securities, ~~including~~ the ~~generation,~~percentage ~~storage,~~ownership ~~handling,~~of ~~emission,~~our ~~transportation~~stockholders ~~and~~could ~~discharge~~be ofsignificantly ~~materials into the environment~~diluted, and ~~relating~~these tonewly ~~safety~~issued ~~and~~securities ~~health. These laws and regulations~~ may dohave ~~any~~rights, ofpreferences ~~the~~or ~~following:~~privileges ~~(i)~~senior ~~require~~to ~~the~~those ~~acquisition~~ of aexisting ~~permit~~stockholders; orand ~~other~~if ~~authorization~~we ~~before~~incur ~~exploration~~additional ~~commences~~debt, ~~(ii)~~a ~~restrict~~substantial ~~the~~portion ~~types, quantities and concentration~~ of ~~various~~our ~~substances~~operating ~~that~~cash ~~can~~flow may be ~~released~~dedicated into the ~~environment~~payment inof ~~connection~~principal ~~with~~and ~~exploration~~interest ~~activities, (iii) limit or prohibit mineral exploration~~ on ~~certain~~such ~~lands lying within wilderness~~indebtedness, ~~wetlands~~thus ~~and~~limiting ~~other~~funds ~~protected~~available ~~areas,~~for ~~(iv)~~our ~~require~~business ~~remedial~~activities. ~~measures~~The toterms ~~mitigate~~of ~~pollution~~any ~~from~~debt ~~former~~securities ~~operations~~issued ~~and~~could ~~(v)~~also impose ~~substantial~~significant ~~liabilities~~restrictions ~~for~~on ~~pollution resulting from~~ our ~~proposed~~ operations.

~~The~~If ~~exploration~~we ~~for mineral reserves are subject to all of the usual hazards~~ and risks associated with mineral exploration, which could result in damage to life or property, environmental damage, and possible legal liability for any or all damages. The exploration activities may be subject to prolonged disruptions due to the weather conditions surrounding the location of our ~~mining~~suppliers ~~claims.~~cannot ~~Difficulties,~~obtain ~~such~~financing asunder ~~unusual~~favorable ~~or unexpected rock formations encountered by workers but not indicated on a map~~terms, ~~or other conditions may be encountered in the gathering of samples~~ and ~~information, and could delay~~ our ~~exploration~~clients ~~program. Even though we~~ are at liberty to obtain insurance against certain risks in such amounts we deem adequate, the nature of those risks is such that liabilities could exceed policy limits or be excluded from coverage. We do not ~~currently~~able ~~carry insurance~~ to ~~protect~~receive ~~against these risks and there is no assurance that we will obtain such insurance in~~ the ~~future. There~~requisite ~~are~~guarantees ~~also~~for ~~risks~~payment ~~against which we cannot, or may not, elect~~ to ~~insure. The costs which could be associated with any liabilities not covered by insurance or in excess of insurance coverage~~us, orour ~~compliance~~business ~~with applicable laws and regulations,~~ may ~~cause~~be ~~substantial~~negatively ~~delays and require significant capital outlays, adversely affecting our financial position, future earnings, and/or competitive positions~~impacted.

~~Management~~We ~~lacks~~may ~~formal~~become ~~training~~subject into ~~mineral exploration~~litigation. ~~Our business, earnings and ultimate financial success could suffer irreparable harm as a result of management’s lack of experience in the industry.~~

~~Our~~There ~~sole~~is ~~officer~~the ~~and~~potential ~~director~~that ~~has~~we nocould ~~professional~~be ~~accreditation~~party orto ~~formal~~disputes ~~training~~for which an adverse outcome could result in ~~the~~us ~~business~~incurring ofsignificant ~~mineral~~expenses, ~~exploration~~being liable for damages, and subject to indemnification claims. ~~With~~In noconnection ~~direct~~with ~~training~~any disputes or ~~experience~~litigation in ~~this~~which ~~industry,~~we ~~our~~are ~~management~~involved, we may ~~not~~ be ~~fully~~forced ~~aware~~to ofincur ~~many~~costs ofand expenses in connection with defending ourselves or in connection with the ~~specific~~payment ~~requirements~~of ~~related~~any tosettlement ~~working~~or ~~within~~judgment ~~this~~or ~~industry.~~compliance ~~Decisions~~with soany ~~made~~injunctions ~~without~~in ~~this~~connection, ~~knowledge~~therewith, if there is an unfavorable outcome. The expense of defending litigation may ~~not~~be ~~take~~significant, ~~into~~as ~~account~~is ~~standard~~the ~~engineering~~amount of time to resolve lawsuits unpredictable and defending ourselves may divert management’s ~~approaches~~attention ~~that~~from ~~experienced~~the ~~exploration~~day-to-day ~~corporations~~operations ~~commonly~~of ~~make.~~our ~~Consequently~~business, which could adversely affect our business, ~~earnings~~results ~~and~~of ~~ultimate~~operations, financial ~~success~~condition, ~~could~~and ~~suffer~~cash ~~irreparable~~flows. ~~harm~~Additionally, asan unfavorable outcome in any such litigation could have a ~~result~~material ofadverse ~~management’s~~effect ~~lack~~on our business, results of ~~experience~~operations, infinancial ~~the~~condition ~~industry~~and cash flows.

~~Risks~~Product ~~Particular~~liability toor defects could also negatively impact our results of operations. The risk of product liability claims and associated adverse publicity is possible in the ~~Market~~development, manufacturing, marketing, and sale of ~~Our~~our ~~Common~~product ~~Stock~~offerings. Any liability for damages resulting from malfunctions or design defects could be substantial and could materially adversely affect our business, financial condition, results of operations and prospects.

~~The~~Also, ~~value~~a ~~and~~highly ~~transferability~~publicized ofproblem, ~~your~~whether ~~shares~~actual ~~may~~or beperceived, could adversely ~~impacted~~affect by the ~~limited trading~~ market’s ~~for~~perception of our ~~stock on the OTCBB~~product, ~~which~~resulting isin a ~~quotation~~decline ~~system,~~in ~~not~~demand anfor ~~issuer~~our ~~listing~~product ~~service, market or exchange. Because buying~~ and ~~selling~~could ~~stock~~divert on the ~~OTCBB~~attention isof ~~not~~our asmanagement, ~~efficient~~having asa ~~buying~~materially ~~and~~adverse ~~selling~~effect ~~stock~~our ~~through~~business, anfinancial ~~exchange~~condition, itresults ~~may~~of beoperations ~~difficult~~and ~~for you to sell your shares or you may not be able to sell your shares for an optimum trading price~~prospects.

~~The~~Our ~~OTCBB~~success isdepends ~~a regulated quotation service that displays real-time quotes, last sale prices and volume limitations in over-the-counter securities. Because trades and quotations~~ on ~~the~~attracting OTCBB involve a manual process, the market information for such securities cannot be guaranteed. In addition, quote information, or even firm quotes, may not be available. The manual execution process may delay order processing and ~~intervening~~retaining ~~price~~key ~~fluctuations may result in the failure of a limit order to execute or the execution of a market order at a significantly different price~~personnel. Execution of trades, execution reporting and the delivery of legal trade confirmations may be delayed significantly. Consequently, one may not be able to sell shares of our common stock at the optimum trading prices.

Our future plans could be harmed if we are unable to attract or retain key personnel, and our future success will depend, in part, on our ability to attract and retain qualified management and technical personnel. Equally, our success depends on the ability of our management and employees to interpret market data correctly and to interpret and respond to economic market and other conditions in order to locate and adopt appropriate investment opportunities, monitor such investments, and ultimately, if required, to successfully divest such investments. Further, no assurance can be given that our key personnel will continue their association or employment with us or that replacement personnel with comparable skills can be found. We have sought to and will continue to ensure that management and any key employees are appropriately compensated, however, their services cannot be guaranteed. If we are unable to attract and retain key personnel, our business may be adversely affected.

We do not know whether we will be successful in hiring or retaining qualified personnel, and our inability to hire qualified personnel on a timely basis, or the departure of key employees, could materially and adversely affect our development and profitable commercialization plans, our business prospects, results of operations, and financial condition.

~~When~~Should ~~fewer~~we ~~shares~~fail to maintain an effective system of ainternal ~~security~~controls, ~~are~~we ~~being~~may ~~traded~~not onbe ~~the~~able ~~OTCBB~~to accurately report our financial results or prevent fraud, ~~volatility~~which ofcould ~~prices~~harm ~~may~~our ~~increase~~brand and ~~price~~operating ~~movement~~results. ~~may~~Our ~~outpace~~compliance with the ~~ability~~annual tointernal ~~deliver~~control ~~accurate~~report ~~quote~~requirement ~~information~~for each fiscal year will depend on the effectiveness of our financial reporting and data systems and controls. ~~Lower~~Inferior ~~trading~~internal ~~volumes~~controls incould acause ~~security~~investors ~~may~~to ~~result~~lose confidence in our reported financial information, which could have a ~~lower~~negative ~~likelihood~~effect ofon anthe ~~individual’s~~trading ~~orders~~price ~~being~~of ~~executed,~~our stock and ~~current~~our ~~prices~~access ~~may~~to ~~differ~~capital. ~~significantly~~In ~~from~~addition, ~~the~~our ~~price~~internal ~~one~~control ~~was~~systems ~~quoted~~rely byon ~~the~~people ~~OTCBB~~trained atin the ~~time~~execution of the ~~order~~controls. ~~entry~~Loss of these people or our inability to replace them with similarly skilled and trained individuals or new processes in a timely manner could adversely impact our internal control mechanisms.

~~Orders~~The ~~for~~requirements ~~OTCBB~~of ~~securities~~being ~~may~~a ~~not~~public becompany ~~canceled~~may orstrain ~~edited~~our ~~like~~resources, ~~orders~~divert ~~for~~management’s ~~other~~attention ~~securities.~~and ~~All~~affect ~~requests~~our ability to ~~change~~attract orand ~~cancel~~retain anqualified ~~order~~board ~~must~~members ~~be submitted to, received~~ and ~~processed by the OTCBB~~officers. ~~Due~~Compliance towith ~~the~~these ~~manual~~rules ~~order~~and ~~processing~~regulations ~~involved~~increase inour ~~handling~~legal ~~OTCBB trades, order processing~~ and ~~reporting~~financial ~~may~~compliance ~~be delayed~~costs, ~~and~~make ansome ~~individual~~activities ~~may~~more ~~not~~difficult, betime-consuming ~~able to cancel~~ or ~~edit~~costly ~~his~~and ~~order.~~increase ~~Consequently,~~demand ~~one~~on ~~may~~our ~~not~~systems beand ~~able to sell shares of common stock at the optimum trading prices~~resources.

~~The~~Protecting ~~dealer’s~~our ~~spread~~intellectual ~~(the~~property ~~difference~~is ~~between~~necessary ~~the bid and ask prices) may be large and may result in substantial losses~~ to ~~the~~protect ~~seller~~our ~~of securities on the OTCBB if the common stock or other security must be sold immediately~~brand. Further, purchasers of securities on the OTCBB may not have a bid price for securities bought and sold through the OTCBB. Due to the foregoing, demand for securities that are traded through the OTCBB may be decreased or eliminated.

~~There~~We ismay anot ~~limited~~be ~~trading~~able ~~market~~to ~~for~~protect ~~our~~important ~~common~~intellectual ~~stock~~property and ifwe ancould ~~active~~incur ~~market~~substantial ~~for~~costs defending against claims that our ~~common~~products ~~stock~~infringe ~~does~~on ~~not~~the ~~develop~~proprietary rights of others. Our ability to compete effectively will depend, in part, on our ~~investors~~ability ~~may~~to ~~not~~protect beour ~~able~~proprietary tosystem-level ~~sell~~technologies, ~~their~~systems ~~shares~~designs, and manufacturing processes.

~~Our~~We ~~common~~will ~~stock~~rely ison ~~presently~~patents, ~~quoted~~trademarks, onand ~~the~~other ~~OTCBB. Quotations~~policies and ~~trading~~procedures ~~volume~~related ofto ~~our~~confidentiality ~~common~~to ~~stock~~protect onour ~~the~~intellectual ~~OTC~~property. ~~Bulletin~~However, ~~Board~~some ~~has~~of ~~been~~our ~~sporadic.~~intellectual ~~There~~property is ~~currently~~not nocovered ~~active~~by ~~trading~~any inpatent ~~the~~or ~~market~~patent ~~for~~application. ~~our~~We ~~common~~could ~~stock. The~~incur ~~last~~substantial ~~day~~costs ~~our~~in ~~stock~~prosecuting ~~traded~~or ~~was~~defending ~~October~~patent ~~28,~~infringement ~~2008. There~~suits isor nootherwise ~~assurance~~protecting ~~that~~our anintellectual ~~active~~property ~~public~~rights. ~~market~~While ~~may~~we ~~develop~~have orattempted beto ~~sustained~~safeguard inand ~~the~~maintain ~~future.~~our ~~Also~~proprietary rights, we ~~cannot~~do ~~provide~~not ~~our~~know ~~investors~~whether ~~with~~we ~~any~~have ~~assurance~~been ~~that~~or ~~our~~will ~~common~~be ~~stock~~completely ~~will~~successful ~~continue~~in todoing beso. ~~traded~~Moreover, onpatent ~~the~~applications ~~OTCBB.~~and Ifenforcement, ~~our~~thereof, ~~common~~filed ~~stock~~in isforeign ~~not~~countries ~~quoted~~may onbe ~~the~~subject ~~OTCBB~~to laws, orrules ifand anprocedures ~~active~~that ~~public~~are ~~market~~substantially ~~for~~different ~~our~~from ~~common~~those ~~stock~~of ~~does~~the ~~not~~United ~~develop~~States, ~~then~~and ~~investors~~any ~~may~~resulting ~~not~~foreign bepatents ~~able~~may tobe ~~resell~~difficult ~~the~~and ~~shares~~expensive ofto ~~our~~enforce. ~~common~~We ~~stock~~could ~~that~~incur ~~they~~substantial ~~have~~costs ~~purchased~~in ~~and~~prosecuting ~~may~~or ~~lose~~defending ~~all~~trademark ofinfringement ~~their investment~~suits.

Further, our competitors may independently develop or patent technologies or processes that are substantially equivalent or superior to ours. In the event we are found to be infringing third party patents, we could be required to pay substantial royalties and/or damages, and we do not know whether we will be able to obtain licenses to use such patents on acceptable terms, if at all.

Failure to obtain needed licenses could delay or prevent the development, manufacture, or sale of our products, and could necessitate the expenditure of significant resources to develop or acquire non-infringing intellectual property.

Asserting, defending and maintaining our intellectual property rights could be difficult and costly and failure to do so may diminish our ability to compete effectively and may harm our operating results. As a result, we may need to pursue legal action in the future to enforce our intellectual property rights, to protect our trade secrets and domain names, and to determine the validity and scope of the proprietary rights of others. If third parties prepare and file applications for trademarks used or registered by us, we may oppose those applications and be required to participate in proceedings to determine the priority of rights to the trademark.

Similarly, competitors may have filed applications for patents, may have received patents and may obtain additional patents and proprietary rights relating to products or technology that block or compete with ours. We may have to participate in interference proceedings to determine the priority of invention and the right to a patent for the technology.

Confidentiality agreements to which we are party may be breached, and we may not have adequate remedies for any breach. Also, our trade secrets may also be known without breach of such agreements or may be independently developed by competitors. Inability to maintain the proprietary nature of our technology and processes could allow our competitors to limit or eliminate any competitive advantages we may have.

~~The~~As ~~trading~~part ~~price~~of our business strategy, we intend to consider acquisitions of companies, technologies and products that we believe could improve our ~~common~~ability ~~stock~~to ~~historically~~compete ~~has~~in ~~been~~our ~~volatile~~core markets or allow us to enter new markets. Acquisitions, involve numerous risks, any of which could harm our business, including, difficulty in integrating the technologies, products, operations and existing contracts of a target company and realizing the anticipated benefits of the combined businesses; difficulty in supporting and transitioning customers, if any, of the target company; inability to achieve anticipated synergies or increase the revenue and profit of the acquired business; potential disruption of our ongoing business and distraction of management; the price we pay or other resources that we devote may ~~not~~exceed ~~reflect~~the ~~its~~value we realize; or the value we could have realized if we had allocated the purchase price or other resources to another opportunity and inability to generate sufficient revenue to offset acquisition costs.

~~The~~If ~~trading~~we ~~price~~finance ofacquisitions ~~our~~by ~~common~~issuing ~~stock~~equity ~~has~~securities, ~~and~~our ~~may~~existing ~~fluctuate~~stockholders ~~widely. The trading price~~ may be ~~affected~~diluted; byand ~~a number of factors including the risk factors set forth herein,~~ as ~~well~~a ~~as our operating results~~result, ~~financial~~if ~~condition,~~we ~~general~~fail ~~economic~~to ~~conditions,~~properly ~~market~~evaluate ~~demand~~acquisitions ~~for our common stock, and various other events~~ or ~~factors both in and out of our control. In addition~~investments, ~~the~~we ~~sale~~may ofnot ~~our~~achieve ~~common stock into~~ the ~~public~~anticipated ~~market~~benefits ~~upon the effectiveness~~ of ~~this~~any ~~registration~~such ~~statement could put downward pressure on the trading price of our common stock. In recent years~~acquisitions, ~~broad stock market indices, in general,~~ and ~~smaller capitalization companies, in particular, have experienced substantial price fluctuations. In a volatile market,~~ we may ~~experience~~incur ~~wide~~costs ~~fluctuations~~ in ~~the~~excess ~~market price~~ of ~~our~~what ~~common~~we ~~stock~~anticipate. ~~These fluctuations may have a negative effect on the market price of our common stock.~~

~~Our~~The ~~common~~impact ~~stock~~of isthe aCOVID-19 ~~penny~~pandemic ~~stock~~has had, and ~~because~~is ~~“penny~~expected ~~stock”~~to ~~rules~~continue ~~will~~to ~~apply~~have, ~~you~~an ~~may~~adverse ~~find~~effect iton ~~difficult~~our tobusiness ~~sell~~and ~~the shares of~~ our ~~common~~financial ~~stock you acquired in this offering~~results.

~~Our~~The ~~common stock is a “penny stock” as that term is defined under Rule 3a51~~COVID-119 ofpandemic ~~the~~has ~~Securities~~negatively ~~Exchange~~impacted ~~Act of 1934, as amended (~~the ~~“1934~~global ~~Act”). Generally~~economy, adisrupted ~~“penny~~consumer ~~stock”~~spending isand aglobal ~~common~~supply ~~stock~~chains ~~that is not listed on a national securities exchange~~ and ~~trades~~created ~~for~~significant ~~less~~volatility ~~than $5.00 per share. Prices often are not available to buyers~~ and ~~sellers~~disruption ~~and~~of ~~the~~financial ~~market may be very limited~~markets. ~~Penny~~The ~~stocks in start~~COVID-up19 ~~companies~~pandemic ~~are~~has ~~among~~had ~~the~~and ~~riskiest~~is ~~equity~~expected ~~investments.~~to ~~Broker-dealers~~continue ~~who~~to ~~sell~~have ~~penny~~an ~~stocks~~adverse ~~must~~effect ~~provide~~on ~~purchasers~~our ofbusiness ~~these stocks with a standardized risk-disclosure document prepared by the Securities~~ and ~~Exchange~~financial ~~Commission (the “SEC”)~~performance. The ~~document~~extent ~~provides~~of ~~information about penny stocks and~~ the ~~nature~~impact ~~and level~~ of ~~risks involved in investing in~~ the ~~penny~~COVID-19 ~~stock~~pandemic, ~~market.~~including Aour ~~broker~~ability ~~must~~to ~~also~~execute ~~give~~our abusiness ~~purchaser,~~strategies ~~orally~~as ~~or in writing~~planned, ~~bid~~will ~~and~~depend ~~offer~~on ~~quotations~~future ~~and information regarding broker and salesperson compensation~~developments, ~~make~~including ~~a written determination that~~ the ~~penny~~duration ~~stock is a suitable investment for the purchaser,~~ and ~~obtain~~severity ~~the~~of ~~purchaser's written agreement to~~ the ~~purchase. Consequently~~pandemic, ~~the~~which ~~rule~~are ~~may~~highly ~~affect~~uncertain ~~the ability of broker-dealers to sell our securities~~ and ~~also~~cannot ~~may~~be ~~affect the ability of purchasers of our stock to sell their shares in the secondary market~~predicted. ~~It may also cause fewer broker-dealers to make a market in our stock.~~

~~Many~~RISKS ~~brokers~~ASSOCIATED ~~choose~~WITH ~~not~~OUR toCOMMON ~~participate in penny stock transactions. Because of the penny stock rules, there is less trading activity in penny stock and you are likely to have difficulty selling your shares.~~STOCK

InIf ~~addition~~we toissue ~~the~~additional ~~“penny~~shares ~~stock” rules promulgated by the SEC, Financial Industry Regulatory Authority (the “FINRA”) has adopted rules that require that~~ in ~~recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that~~ the ~~investment~~future isour ~~suitable~~existing ~~for~~shareholders that customer. Prior to recommending speculative low-priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer's financial status, tax status, investment objectives and other information. Under interpretations of these rules, FINRA believes that there is a high probability that speculative low priced securities will ~~not~~experience ~~be suitable for at least some customers~~dilution. FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy our common stock, which may limit your ability to buy and sell our stock and have an adverse effect on the market for our shares. Our securities are not currently “DTC eligible;” accordingly, because of FINRA policies and directives, you may find it difficult to deposit the certificates representing shares of the Company’s common stock with your broker, notwithstanding compliance with the 1933 Act and 1934 Act and SEC rules and regulations promulgated thereunder, by the Company and yourself.

Our certificate of incorporation authorizes the issuance of up to 800,000,000 shares of common stock with a par value of $0.001. Our board of directors may choose to issue some or all of such shares to acquire one or more businesses or to provide additional financing in the future. The issuance of any such shares will result in a reduction of the book value and market price of the outstanding shares of our common stock. If we issue any such additional shares, such issuance will cause a reduction in the proportionate ownership and voting power of all current shareholders. Further, such issuance may result in a change of control of our corporation.

Trading on the OTC Markets may be volatile and sporadic, which could depress the market price of our common stock and make it difficult for our stockholders to resell their shares.

Our common stock is quoted on OTC Markets. Trading in stock quoted on OTC Markets is often thin and characterized by wide fluctuations in trading prices due to many factors that may have little to do with our operations or business prospects. This volatility could depress the market price of our common stock for reasons unrelated to operating performance. Moreover, OTC Markets is not a stock exchange, and trading of securities on the OTC Markets is often more sporadic than the trading of securities listed on a quotation system like NASDAQ or a stock exchange like the American Stock Exchange. Accordingly, our shareholders may have difficulty reselling any of their shares.

Our stock is a penny stock. Trading of our stock may be restricted by the SEC’s penny stock regulations and FINRA’s sales practice requirements, which may limit a stockholder’s ability to buy and sell our stock.

Our stock is a penny stock. The Securities and Exchange Commission has adopted Rule 15g-9 which generally defines “penny stock” to be any equity security that has a market price (as defined) less than $5.00 per share or an exercise price of less than $5.00 per share, subject to certain exceptions. Our securities are covered by the penny stock rules, which impose additional sales practice requirements on broker-dealers who sell to persons other than established customers and “accredited investors”. The term “accredited investor” refers generally to institutions with assets in excess of $5,000,000 or individuals with a net worth in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly with their spouse. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document in a form prepared by

~~Because~~the ~~our~~SEC ~~officer~~which provides information about penny stocks and ~~director~~the ~~may~~nature ~~allocate~~and ~~his~~level ~~time~~of risks in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction and monthly account statements showing the market value of each penny stock held in the customer’s account. The bid and offer quotations, and the broker-dealer and salesperson compensation information, must be given to ~~other~~the ~~business~~customer ~~interests~~orally or ~~may~~in bewriting ~~employed~~prior byto ~~other~~effecting ~~companies,~~the hetransaction ~~may~~and ~~not~~must be ~~able~~given to the customer in writing before or ~~willing~~with the customer’s confirmation. In addition, the penny stock rules require that prior to ~~devote~~a transaction in a ~~sufficient~~penny ~~amount~~stock not otherwise exempt from these rules, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written agreement to the transaction. These disclosure requirements may have the effect of ~~time~~reducing the level of trading activity in the secondary market for the stock that is subject to ~~our~~these ~~business~~penny ~~operations~~stock rules. Consequently, ~~which~~these ~~may~~penny ~~adversely~~stock rules may affect the ability of broker-dealers to trade our ~~business,~~securities. ~~financial~~We ~~condition~~believe orthe ~~results~~penny ofstock ~~operations~~rules discourage investor interest in, and ~~cause~~limit ~~our~~the ~~business~~marketability toof, ~~fail~~our common stock.

~~Some~~FINRA ofsales ~~our~~practice ~~officers~~requirements ~~and~~may ~~directors are~~ also ~~officers,~~limit ~~directors,~~a ~~and~~stockholder’s ~~employees~~ability ~~of other companies, and we may have~~ to ~~compete~~buy ~~with the other companies for their time, attention~~ and ~~efforts,~~sell ~~and~~ our ~~Chief Executive Officer and President, Mr~~stock. David Gamache expects to devote no more than approximately 10% of his time to our affairs. Mr. Gamache is not precluded from providing executive services to other companies. This conflict of interest could adversely affect our business, financial condition or results of operations and cause our business to fail.

~~Our~~In ~~proposed~~addition ~~businesses~~to ~~raise~~the ~~potential~~“penny ~~conflicts~~stock” rules promulgated by the Securities and Exchange Commission (see above for a discussion of ~~interests~~penny ~~between~~stock rules), FINRA rules require that in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending speculative low-priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer’s financial status, tax status, investment objectives and other information. Under interpretations of these rules, FINRA believes that there is a high probability that speculative low-priced securities will not be suitable for at least some customers. FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy our ~~officer~~common stock, which may limit your ability to buy and ~~director~~sell our stock and ushave an adverse effect on the market for our shares.

~~Our~~We ~~director~~ may ~~become~~never apay ~~director~~dividends ~~and employee of other mineral exploration companies and,~~ to ~~the extent that such companies may participate in ventures in which we may participate,~~ our ~~director~~common ~~may have a conflict of interest in negotiating and concluding terms regarding the extent of such participation by us and such other companies~~stockholders. In addition, our director may present potential prospects to such other companies rather than presenting the opportunities to us or be affiliated with other exploration companies which may compete with our mineral claims. We have not established any mechanisms regarding the resolution of any such conflict if it were to arise; accordingly, there is no assurance that any such conflict will be resolved in a manner that would not be adverse to our interest.

WeThe ~~have~~Company ~~the~~currently ~~ability~~intends to ~~issue~~retain ~~additional~~its ~~shares~~future ofearnings ~~our~~to ~~common~~support ~~stock~~operations ~~without~~and ~~asking~~to ~~for~~finance ~~shareholder~~expansion; ~~approval~~accordingly, ~~which~~the ~~could~~Company ~~cause~~does ~~your~~not ~~investment~~anticipate topaying beany ~~diluted~~cash dividends in the foreseeable future.

~~Since~~The ~~our inception~~declaration, wepayment ~~have~~and ~~relied~~amount onof ~~equity~~any ~~sales~~future ofdividends ~~our~~on common stock towill ~~fund~~be ~~our~~at ~~operations.~~the Wediscretion ~~may~~of ~~conduct~~the ~~further~~Company’s ~~equity~~Board ~~offerings~~of inDirectors, ~~the~~and ~~future~~will todepend ~~finance~~upon, ~~our~~among ~~current~~other ~~projects~~things, orearnings, tofinancial ~~finance~~condition, ~~subsequent~~capital ~~projects~~requirements, ~~that~~level weof ~~decide~~indebtedness toand ~~undertake.~~other Ifconsiderations ~~common~~the ~~stock~~Board isof ~~issued~~Directors inconsiders ~~return~~relevant. ~~for~~There ~~additional~~is ~~funds,~~no ~~the~~assurance ~~price~~that ~~per~~future ~~share~~dividends ~~could~~will be ~~lower than that~~ paid ~~by our current stockholders. We anticipate continuing to rely~~ on ~~equity sales of our~~ common stock inor, ~~order~~if todividends ~~fund~~are ~~our business operations. If we issue additional stock~~paid, ~~your percentage interest in~~ the ~~Company~~amount ~~will be diluted~~thereof. ~~The result of this could reduce the value of your stock.~~

Our ~~Articles of Incorporation authorize the Company’s Board of Directors to issue up to 76,000,000 shares of~~ common stock. ~~The~~is ~~power~~quoted ofthrough the ~~Board~~OTC ~~of Directors to issue shares of common stock or warrants or options to purchase shares of common stock is generally not subject to shareholder approval. Accordingly~~Markets, ~~any~~which ~~time~~may ~~the~~have ~~Board~~an ofunfavorable ~~Directors~~impact ~~determines~~on ~~that~~our ~~it is in the best interests of the corporation to issue shares of its common~~ stock, ~~your~~price ~~investment~~and ~~will be diluted~~liquidity.

WeThe ~~have~~Company’s acommon ~~large~~stock ~~number~~is ofquoted ~~restricted~~on ~~shares~~the ~~outstanding~~OTC Markets, which is a ~~portion~~significantly ofmore ~~which~~limited ~~may~~market bethan ~~sold~~the ~~under~~New ~~rule~~York ~~144~~Stock ~~which~~Exchange or NASDAQ. The trading volume may ~~reduce~~be limited by the ~~market~~fact ~~price~~that many major institutional investment funds, including mutual funds, follow a policy of ~~our~~not ~~shares~~investing in OTC Markets stocks and certain major brokerage firms restrict their brokers from recommending OTC Markets stocks because they are considered speculative and volatile.

OfThe ~~the~~trading ~~12,180,000~~volume ~~shares~~ of the Company’s common stock ~~issued~~has been and ~~outstanding,~~may ~~assuming~~continue noto ~~warrants~~be ~~are~~limited ~~exercised,~~and ~~11,405,000~~sporadic. ~~shares~~As ~~are~~a ~~deemed “restricted securities~~result,” ~~within~~ the ~~meaning~~quoted ofprice ~~Rule~~for ~~144;~~the ~~eighty~~Company’s ~~two~~common ~~(82%)~~stock ~~percent~~on ofthe ~~these~~OTC ~~restricted~~Markets ~~shares~~may ~~are~~not ~~owned~~necessarily bybe ~~one~~a ~~person,~~reliable ~~our~~indicator ~~former President and Director and controlling shareholder. Absent registration under the 1933 Act, the sale~~ of ~~such~~its ~~shares~~fair ismarket ~~subject to Rule 144, as promulgated under the 1933 Act~~value.

~~In general~~Additionally, ~~subject to~~ the ~~satisfaction~~securities of ~~certain~~small ~~conditions,~~capitalization ~~Rule~~companies ~~144~~may ~~permits~~trade aless ~~person~~frequently ~~who presently is not~~ and ~~who~~in ~~has~~more ~~not~~limited ~~been~~volume anthan ~~affiliate~~those of ~~ours~~more ~~for~~established atcompanies. ~~least~~The ~~three~~market ~~months~~for ~~immediately~~small ~~preceding~~capitalization ~~the~~companies ~~sale~~is ~~and~~generally ~~who~~volatile, ~~has~~with ~~beneficially~~wide ~~owned~~price ~~the~~fluctuations ~~shares~~not ofnecessarily ~~common~~related ~~stock for at least six months~~ to ~~sell~~the ~~such~~operating ~~shares~~performance ~~without regard to any~~ of ~~the~~such ~~volume limitations described above~~companies.

Under Rule 144, subject to the satisfaction of certain other conditions, a person deemed to be one of our affiliates,

~~who~~Our ~~has beneficially owned restricted shares of our~~ common stock ~~for at least one year~~ is ~~permitted~~subject to ~~sell~~price involatility aunrelated ~~brokerage~~to ~~transaction, within any three-month period, a number of shares that does not exceed the greater of 1% of the total number of outstanding shares of the same class, or, if~~ our ~~common stock is quoted on a stock exchange, the average weekly trading volume during the four calendar weeks preceding the sale, if greater~~operations.

The ~~possibility~~market ~~that~~price ~~substantial amounts~~ of ~~our~~the Company’s common stock ~~may~~could befluctuate ~~sold~~substantially ~~under~~due ~~Rule~~to ~~144~~a ~~into~~variety ~~the~~of ~~public~~factors, including market ~~may~~perception ~~adversely~~of ~~affect~~the ~~prevailing~~Company’s ~~market~~ability ~~prices~~to ~~for~~achieve ~~the~~its ~~common~~planned ~~stock~~growth, operating results of the Company and ~~could~~of ~~impair~~other ~~our~~companies ~~ability~~in tothe ~~raise~~same ~~capital~~industry, trading volume in the ~~future~~Company’s ~~through~~common stock, changes in general conditions in the ~~sale~~economy ofand ~~equity~~the ~~securities~~financial markets or other developments affecting the Company or its competitors.

AOur ~~decline in the price of our~~ common stock ~~could~~is ~~affect~~classified ~~our~~as ~~ability~~a to“penny ~~raise further working capital, it may adversely impact our ability to continue operations and we may go out of business~~stock.”

ARule ~~prolonged~~3a51-1 ~~decline~~of in the ~~price~~Securities ofExchange ~~our~~Act ~~common~~of ~~stock~~1934 ~~could~~establishes ~~result in a reduction in~~ the ~~liquidity~~definition of ~~our~~a ~~common~~“penny stock,” ~~and~~for apurposes ~~reduction~~relevant ~~in our ability~~ to ~~raise~~us, ~~capital. Because~~as weany ~~may~~equity ~~attempt~~security tothat ~~acquire~~has a ~~significant~~minimum ~~portion~~bid price of ~~the~~less ~~funds~~than we$5.00 ~~need~~per inshare ~~order~~or towith ~~conduct~~an ~~our~~exercise ~~planned operations through the sale of equity securities, a decline in the~~ price of ~~our~~less ~~common~~than ~~stock could be detrimental to our liquidity and our operations because the decline may cause investors to choose not to invest in our stock~~$5. If00 weper ~~are unable to raise the funds we require for all our planned operations~~share, wesubject ~~may be forced~~ to ~~reallocate funds from other planned uses and may suffer~~ a ~~significant~~limited ~~negative~~number ~~effect~~of onexceptions ~~our~~which ~~business~~are ~~plan~~not ~~and~~available ~~operations, including our ability~~ to ~~develop new products and continue our current operations~~us. As aIt ~~result,~~is ~~our~~likely ~~business~~that ~~may~~the ~~suffer,~~Company’s ~~and~~common ~~not~~stock bewill ~~successful and we may go out of business. We also might not~~ be ~~able~~considered to ~~meet~~be ~~our~~a ~~financial~~penny ~~obligations~~stock iffor ~~we cannot raise enough funds through~~ the ~~sale~~immediately offoreseeable ~~our common stock and we may be forced to go out of business~~future.

~~There~~For ~~are~~any ~~options~~transaction involving a penny stock, unless exempt, the penny stock rules require that a broker or dealer approve a person’s account for transactions in penny stocks and ~~warrants~~the broker or dealer receive from the investor a written agreement to ~~purchase~~the ~~shares~~transaction, setting forth the identity and quantity of ~~our~~the ~~common~~penny stock ~~currently~~to ~~outstanding~~be purchased. In order to approve a person’s account for transactions in penny stocks, the broker or dealer must obtain financial information and investment experience and objectives of the investor, make a reasonable determination that transactions in penny stocks are suitable for that person, and make a reasonable determination that that person has sufficient knowledge and experience in financial matters to be capable of evaluating the risks of transactions in penny stocks.

WeThe ~~have~~broker ~~issued~~or ~~warrants~~dealer must also provide disclosure to ~~purchase~~its ~~shares~~customers, prior to executing trades, about the risks of ~~our~~investing ~~common~~in ~~stock~~penny tostocks ~~various~~in ~~persons~~both public offerings and ~~entities~~in secondary trading, ofthe ~~which~~commissions anpayable ~~aggregate~~to ofboth ~~1,550,000~~the ~~are~~broker-dealer ~~outstanding~~and atthe ~~September~~registered 30representative, ~~2010.~~and ~~The~~the ~~exercise~~rights ~~prices~~and onremedies ~~these~~available ~~warrants~~to ~~are~~an asinvestor ~~follows:~~in cases of fraud in penny stock transactions.

775,000	Class A Warrants at $0.50 per share
775,000	Class B Warrants at $0.55 per share

Because of these regulations, broker-dealers may not wish to furnish the necessary paperwork and disclosures and/or may encounter difficulties in their attempt to buy or sell shares of the Company’s common stock, which may in turn affect the ability of Company stockholders to sell their shares.

~~If issued~~Accordingly, the ~~shares~~penny ~~underlying~~stock ~~these~~classification ~~options~~adversely ~~and~~affects ~~warrants~~any ~~would~~market ~~increase~~liquidity for the ~~number~~Company’s ofcommon stock and subjects the shares ofto ~~our~~certain ~~common~~risks ~~stock~~associated ~~currently~~with ~~outstanding~~trading ~~and~~in ~~will~~penny ~~dilute~~stocks. ~~the~~These ~~holdings~~risks ~~and~~include ~~voting~~difficulty ~~rights~~for investors in purchasing or disposing of ~~our~~shares, ~~then~~difficulty ~~existing~~in ~~shareholders.~~obtaining ~~These~~accurate ~~Warrants~~bid ~~expire~~and onask ~~October~~quotations, 31difficulty in establishing the market value of the shares, ~~2012~~and a lack of securities analyst coverage.

Markets for stock are highly volatile.

As a result of market volatility in the U.S. and in international stock markets since 2008, a high degree of uncertainty has been seen in the markets, which may result in an increase in the return required by investors, with respect to their expectations for the financing of our projects. Current and ongoing global conditions could lead to an extended recession in the U.S. and around the world. We currently have no revenue producing assets, which may have a materially adverse impact on our business and financial conditions and results, which places our investors at risk.

Capital and credit markets continue to be unpredictable and the availability of funds from those markets is extremely uncertain. Further, arising from concerns about the stability of financial markets generally and the solvency of borrowers specifically, the cost of accessing the credit markets has increased as many lenders have raised interest rates, enacted tighter lending standards or altogether ceased to provide funding to borrowers. Due to these capital and credit market conditions, we cannot be certain that funding will be available to us in amounts or on terms that we believe are acceptable.

The market price of our common stock may be adversely affected by market conditions affecting the stock markets in general, including price and trading fluctuations on OTC Markets. Market conditions may result in volatility in the level of, and fluctuations in, the market prices of stocks generally and, in turn, our common stock and sales of substantial amounts of our common stock in the market, in each case being unrelated or disproportionate to changes in our operating performance.

~~Sales~~The ofoverall aweakness ~~substantial~~in ~~number~~the ofeconomy ~~shares~~has ofrecently ~~our~~contributed ~~common~~to ~~stock into~~ the ~~public~~extreme ~~market~~volatility byof the ~~Selling~~markets ~~Stockholders~~which may ~~result~~have inan ~~significant~~effect ~~downward pressure~~ on the market price of our common stock. Our stock price has been and could remain volatile, which could further adversely affect the ~~ability~~market price of our ~~stockholders~~stock, our ability to ~~realize~~raise ~~any~~additional ~~current~~capital ~~trading~~and/or ~~price~~cause ofus ~~our~~to ~~common~~be ~~stock~~subject to securities class action litigation.

~~Sales~~We ofmay aalso ~~substantial~~be ~~number~~subject ofto ~~shares~~additional ofsecurities ~~our~~class ~~common~~action ~~stock~~litigation inas ~~the~~a ~~public~~result ~~market~~of ~~could~~volatility ~~cause a reduction~~ in the ~~market~~ price of our common stock, ~~when~~which ~~and~~could ifresult ~~such~~in ~~market~~substantial ~~develops.~~costs ~~When this registration statement is declared effective, the Selling Stockholders may be reselling up to 1,405,000 or approximately 11.5% of the issued~~ and ~~outstanding shares of our common stock. As~~ a ~~result~~significant ofdiversion ~~such registration statement, a substantial number~~ of ~~our~~management’s ~~shares~~time ofand ~~common~~attention ~~stock~~and ~~which~~intellectual ~~have~~and ~~been~~capital ~~issued~~resources ~~may be available for immediate resale when~~ and ~~if a market develops for our common stock, which~~ could ~~have~~harm ~~an adverse effect on the price of~~ our ~~common~~ stock. ~~As a result of any such decreases in~~ price, ofbusiness, ~~our common stock~~prospects, ~~purchasers~~and ~~who~~results ~~acquire shares from the Selling Stockholders may lose some or all~~ of ~~their investment~~operations.

~~Our~~Sales ~~failure~~of toa ~~compete~~significant ~~with~~number of shares of our ~~competitors~~common stock could depress the market price of our common stock, which could happen in ~~mineral~~the ~~exploration~~public ~~for~~market ~~financing~~at any time. These sales, ~~acquiring~~or ~~mining~~the ~~claims~~market perception that the holders of a large number of shares intend to sell shares, could reduce the market price of our common stock. Should industry analysts choose not to publish, or any time discontinue reporting on us, our business or our market, or if they change their recommendations regarding our stock adversely, our stock price and trading volume could decline. Also, the trading market for ~~qualified~~our ~~managerial~~common stock will be influenced by the research and ~~technical~~reports ~~employees~~that ~~will~~industry ~~cause~~or securities analysts may publish about us, our business, ~~operations~~our tomarket ~~slow~~or ~~down~~our competitors. If any of the analysts who may cover us change their recommendation regarding our stock adversely, or beprovide ~~suspended~~more favorable relative recommendations about our competitors, our stock price would likely decline.

WeRISKS ~~operate~~RELATED inTO aTHE highly competitive industry, competing with other mining and exploration companies, institutional and individual investors, which are actively seeking mineral exploration properties throughout the world together with the equipment, labor and materials required for the exploration of such properties. Many of our competitors have financial resources, staff and facilities substantially greater than ours. The principal area of competition is encountered in the financial ability to effectively acquire prime mineral exploration properties and having the ability to explore these properties. Competition for the acquisition of mineral exploration properties is intense, with many properties available in a competitive bidding process in which we may lack technological information or expertise available to other bidders. Therefore, we may not be successful in acquiring, exploring and developing profitable properties in the face of competition. No assurance can be given that a sufficient number of suitable mineral exploration properties will be available for acquisition, exploration and development.OFFERING

~~Because~~Our ~~our~~existing ~~former~~stockholders ~~executive~~may ~~officer~~experience ~~and~~significant ~~director,~~dilution ~~owns~~from ~~82%~~the sale of our ~~outstanding~~ common stock, ~~investors~~pursuant ~~may~~to ~~find that corporate decisions controlled by this individual are inconsistent with~~ the ~~interests~~GHS ofSecurities ~~other~~Purchase ~~stockholders~~Agreement.

~~Our~~The ~~former~~sale ~~President controls 82%~~ of our ~~issued~~common ~~and~~stock ~~outstanding~~to ~~shares~~GHS ofInvestments ~~common~~LLC ~~stock. Accordingly,~~ in accordance with ~~our~~the ~~Articles~~Securities ofPurchase ~~Incorporation~~Agreement ~~and~~may ~~Bylaws,~~have ~~our~~a ~~former~~dilutive ~~Director~~impact ison ~~able~~our toshareholders. ~~control~~As ~~who~~a isresult, ~~elected~~the tomarket ~~our~~price ~~board~~ of ~~directors~~our ~~and~~common ~~thus~~stock could ~~act,~~decline. orIn ~~could~~addition, ~~have~~ the ~~power~~lower ~~to act, as~~ our ~~management.~~stock ~~Since~~price ~~our former Director~~ is ~~our~~at ~~majority~~the ~~shareholder,~~time ~~his~~GHS ~~interests~~converts astheir apreferred ~~controlling shareholder may~~shares, atthe ~~times,~~more beshares ~~adverse to those~~ of ~~passive~~our ~~investors.~~common ~~Where~~stock ~~those~~we ~~conflicts~~will ~~exist,~~have ~~our~~to ~~shareholders~~issue ~~will~~to beGHS. ~~dependent~~If ~~upon~~ our ~~former~~stock ~~Director~~price ~~exercising~~decreases, inthen ~~a manner fair to all of~~ our existing shareholders. ~~Also,~~would ~~due~~experience togreater ~~his~~dilution ~~stock~~for ~~ownership~~any ~~position,~~given ~~our~~dollar ~~former~~amount ~~Director~~raised ~~will~~through ~~have:~~the offering.

~~(i)~~The ~~the~~perceived ~~ability~~risk toof ~~control~~dilution ~~the~~may ~~outcome~~cause ofour ~~substantially~~stockholders ~~all~~to ~~corporate~~sell ~~actions~~their ~~requiring~~shares, ~~stockholder~~which ~~approval,~~may ~~including~~cause ~~amendments~~a todecline in the price of our ~~articles~~common stock. Moreover, the perceived risk of ~~incorporation;~~dilution ~~(ii)~~and the ~~ability~~resulting downward pressure on our stock price could encourage investors to ~~control~~engage ~~corporate~~in ~~combinations~~short orsales ~~similar~~of ~~transactions~~our ~~that~~common ~~might~~stock. ~~benefit~~By ~~minority~~increasing ~~stockholders~~the ~~which~~number ~~may~~of beshares ~~rejected~~offered byfor ~~our~~sale, ~~former~~material ~~Director~~amounts toof ~~their~~short ~~detriment;~~selling ~~and~~could ~~(iii)~~further ~~control~~contribute ~~over~~to ~~transactions~~progressive ~~between~~price ~~him~~declines ~~and~~in usour common stock.

GHS Investments LLC will pay less than the then-prevailing market price of our common stock which could cause the price of our common stock to decline.

Our common stock to be issued to GHS upon the conversion of their preferred stock will be one hundred percent (100%) of the lowest trading price during the fifteen (15) consecutive trading days immediately preceding GHS conversion.

GHS has a financial incentive to sell our shares immediately upon receiving them. If GHS sells our shares, the price of our common stock may decrease. If our stock price decreases, GHS may have further incentive to sell such shares.

Unless an active trading market develops for our securities, investors may not be able to sell their shares.

We are a reporting company and our common shares are quoted on OTC Markets (OTC Pink) under the symbol “DKMR”. However, there is a very limited active trading market for our common stock; and an active trading market may never develop or, if it does develop, may not be maintained. Failure to develop or maintain an active trading market will have a generally negative effect on the price of our common stock, and you may be unable to sell your common stock or any attempted sale of such common stock may have the effect of lowering the market price, and therefore, your investment may be partially or completely lost.

~~Because~~Since weour docommon ~~not~~stock ~~expect~~is thinly traded it is more susceptible to ~~pay~~extreme ~~dividends~~rises ~~for~~or ~~the~~declines ~~foreseeable~~in ~~future~~price, ~~investors~~and ~~seeking~~you ~~cash~~may ~~dividends~~not ~~should~~be ~~not~~able ~~purchase~~to sell your shares ofat ~~our~~or ~~common~~above ~~stock~~the price paid.

WeSince ~~have never declared or paid any cash dividends on shares of~~ our common stock. Weis ~~currently~~thinly ~~intend~~traded toits ~~retain~~trading ~~future~~price ~~earnings,~~is iflikely ~~any,~~ to ~~finance~~be ~~the~~highly ~~expansion~~volatile ofand ~~our~~could ~~business.~~be Assubject ato ~~result,~~extreme wefluctuations ~~do not anticipate paying any cash dividends~~ in ~~the~~response ~~foreseeable~~to ~~future.~~various ~~Our~~factors, ~~payment~~many of ~~any~~which ~~future~~are ~~dividends~~beyond ~~will be at the discretion of~~ our ~~board of directors after taking into account various factors~~control, including (but not necessarily limited to our financial condition, operating results, cash needs, growth plans and the terms of any credit agreements that we may be a party to at the time. Accordingly, investors must rely on sales of their own common stock after price appreciation, which may never occur, as the only way to realize their investment. Investors seeking cash dividends should not purchase our common stock.):

	●	the trading volume of our shares;
	●	the number of securities analysts, market-makers and brokers following our common stock;
	●	new products or services introduced or announced by us or our competitors;
	●	actual or anticipated variations in quarterly operating results;
	●	conditions or trends in our business industries;
	●	announcements by us of significant contracts, acquisitions, strategic partnerships, joint ventures or capital commitments;
	●	additions or departures of key personnel;
	●	sales of our common stock; and
	●	general stock market price and volume fluctuations of publicly-traded, and particularly microcap, companies.

Investors may have difficulty reselling shares of our common stock, either at or above the price they paid for our stock, or even at fair market value. The stock markets often experience significant price and volume changes that are not related to the operating performance of individual companies, and because our common stock is thinly traded it is particularly susceptible to such changes. These broad market changes may cause the market price of our common stock to decline regardless of how well we perform as a company. In addition, there is a history of securities class action litigation following periods of volatility in the market price of a company’s securities. Although there is no such litigation currently pending or threatened against us, such a suit against us could result in the incursion of substantial legal fees, potential liabilities and the diversion of management’s attention and resources from our business. Moreover, and as noted below, our shares are currently traded on the OTC Link (OTC Pink tier) and, further, are subject to the penny stock regulations. Price fluctuations in such shares are particularly volatile and subject to potential manipulation by market-makers, short-sellers and option traders.

USE OF PROCEEDS

~~All~~We are not selling any shares of our common stock ~~offered~~in by this ~~prospectus~~offering ~~are~~and ~~being~~we ~~registered~~will ~~for~~not receive any of the ~~account~~proceeds from the sale of shares of our common stock by the Selling Stockholder. WeThe ~~will~~Selling ~~not~~Stockholder will receive ~~any~~all of the proceeds from any sales of the ~~sale~~shares of ~~these~~our common stock offered hereby. However, we will incur expenses in connection with the registration of the shares of our common stock offered hereby. We will receive the exercise price upon any exercise of the Warrants. If all the Warrants were exercised, we would receive gross proceeds of approximately $239,965. However, the Selling Stockholder is not obligated to exercise the Warrants, and we cannot predict whether or when, if ever, the Selling Stockholder will choose to exercise the Warrants, in whole or in part. Accordingly, any proceeds from such exercise will be used for general corporate purposes and working capital.

~~MARKET~~DETERMINATION ~~PRICE~~ OF ~~AND~~OFFERING ~~DIVIDENDS ON OUR COMMON STOCK~~PRICE

~~AND~~We ~~RELATED~~have ~~STOCKHOLDER~~not ~~MATTERS~~set an offering price for the shares registered hereunder, as the only shares being registered are those sold pursuant to the GHS Securities Purchase Agreement. GHS may sell all or a portion of the shares being offered pursuant to this prospectus at fixed prices and prevailing market prices at the time of sale, at varying prices or at negotiated prices.

~~Market Information-The OTCBB~~DILUTION

~~Our~~Not ~~common stock is quoted on the OTCBB under the symbol “DKMR~~applicable.~~OB”~~ The ~~OTCBB~~shares isregistered aunder ~~regulated~~this ~~quotation~~registration ~~service~~statement ~~that~~are ~~displays~~not ~~real-time~~being ~~quotes,~~offered ~~last-sale~~for ~~prices,~~purchase ~~and~~by ~~volume information in over-~~the~~-counter~~ ~~equity securities~~Company. The ~~OTCBB~~shares isare abeing ~~quotation~~registered ~~medium~~on ~~for~~behalf ~~subscribing~~of ~~members,~~our ~~not~~Selling anStockholder ~~issuer~~pursuant ~~listing~~to ~~service, and should not be confused with~~ the ~~NASDAQ~~GHS ~~Stock~~Securities ~~Market~~Purchase Agreement.

As of September 30, 2010, there were 12,180,000 shares of our common stock outstanding and held by 83 stockholders of record. As of September 30, 2010, we had 775,000 shares of common stock reserved for issuance upon exercise of outstanding Class A Warrants, and 775,000 shares of common stock reserved for issuance upon exercise of outstanding Class B Warrants.17

~~Currently,~~SELLING ~~there~~SECURITY is only a limited public market for our stock on the OTCBB. You should also note that the OTCBB is not a listing service or exchange, but is instead a dealer quotation service for subscribing members. If our common stock is not quoted on the OTCBB or if a public market for our common stock does not develop, then investors may not be able to resell the shares of our common stock that they have purchased and may lose all of their investment. Even if an active trading market for our common stock develops, the market price of our common stock may be significantly affected by factors such as actual or anticipated fluctuations in our operation results, general market conditions and other factors. In addition, the stock market has from time to time experienced significant price and volume fluctuations that have particularly affected the market prices for the shares of developmental stage companies, which may materially adversely affect the market price of our common stock. Accordingly, investors may find that the price for our securities may be highly volatile and may bear no relationship to our actual financial condition or results of operation.HOLDER

~~For~~The ~~the~~Selling ~~periods~~Stockholder ~~indicated~~identified in this prospectus may offer and sell up to 45,380,362 ~~the~~shares ~~following~~of ~~table~~common ~~sets~~stock, ~~forth~~which ~~the~~will ~~high~~consist ~~and~~of ~~low~~up ~~per~~to ~~share~~5,380,362 ~~intra-day~~shares ~~sales~~of ~~prices~~common ~~per~~stock ~~share~~issuable upon exercise of outstanding warrants to purchase shares of common stock. ~~These~~and ~~prices~~up ~~represent~~to ~~inter-dealer~~40,000,000 ~~quotations~~shares ~~without~~of ~~retail~~common ~~markup~~stock upon conversion of 550 shares of Series B Preferred Stock of the Company, ~~markdown~~in each case as issued by us to GHS Investments LLC (“GHS”) pursuant to a Securities Purchase Agreement (the “Securities Purchase Agreement”) dated October 14, or2021. ~~commission~~If ~~and~~issued ~~may~~presently, ~~not~~the ~~necessarily~~45,380,362 shares of common stock registered for resale by GHS would represent ~~actual~~22.53% ~~transactions~~of our issued and outstanding shares of common stock as of November 15, 2021.

	High		Low
Fiscal Year Ending December 31, 2010
First Quarter		0		0
Second Quarter		0		0
Third Quarter		0		0
Fiscal Year Ending December 31, 2009		0		0
First Quarter		0		0
Second Quarter		0		0
Third Quarter		0		0
Fourth Quarter		0		0

We may require the Selling Stockholder to suspend the sales of the shares of our common stock being offered pursuant to this prospectus upon the occurrence of any event that makes any statement in this prospectus or the related registration statement untrue in any material respect or that requires the changing of statements in those documents in order to make statements in those documents not misleading.

	High		Low
Fiscal Year Ending December 31, 2008
First Quarter		0		0
Second Quarter		0		0
Third Quarter		0		0
Fourth Quarter		0.30		0.25

The Selling Stockholder identified in the table below may from time to time offer and sell under this prospectus any or all of the shares of common stock described under the column “Shares of Common Stock Being Offered” in the table below.

~~The~~Information ~~price~~concerning the Selling Stockholder may change from time to time and, if necessary, we will amend or supplement this prospectus accordingly. We cannot give an estimate as to the number of ~~our~~shares of common stock onthat ~~October~~will ~~28,~~actually ~~2008~~be held by the Selling Stockholder upon termination of this offering, because the ~~last~~Selling ~~date~~Stockholder onmay ~~which~~offer asome ~~trade~~or ~~was~~all ~~reported~~of the common stock under the offering contemplated by this prospectus or acquire additional shares of common stock. The total number of shares that may be sold, ~~was~~hereunder, $0will not exceed the number of shares offered, hereby.25 Please read the section entitled “Plan of Distribution” in this prospectus.

~~Dividend~~The ~~Policy~~manner in which the Selling Stockholder acquired or will acquire shares of our common stock is discussed below under “The Offering.”

WeThe ~~have~~following ~~never~~table ~~paid~~sets ~~cash~~forth ~~dividends~~the onname of each Selling Stockholder, the number of shares of our ~~capital~~common stock beneficially owned by such stockholder before this offering, the number of shares to be offered for such stockholder’s account and dothe ~~not~~number ~~anticipate~~and ~~paying~~(if ~~any~~one ~~cash~~percent ~~dividends~~or inmore) the ~~foreseeable~~percentage ~~future,~~of ~~but~~the ~~intend~~class to ~~retain~~be ~~our~~beneficially ~~capital~~owned ~~resources~~by ~~for~~such ~~reinvestment~~stockholder inafter ~~our~~completion ~~business~~of the offering. ~~Any~~The ~~future~~number ~~determination~~of toshares ~~pay~~owned ~~cash~~are ~~dividends~~those ~~will~~beneficially beowned, atas determined under the ~~discretion~~rules of the ~~board~~SEC, and such information is not necessarily indicative of ~~directors~~beneficial ~~and~~ownership ~~will~~for beany ~~dependent~~other ~~upon~~purpose. ~~our~~Under ~~financial~~such ~~condition~~rules, ~~results~~beneficial ofownership ~~operations,~~includes ~~capital~~any ~~requirements~~shares ~~and~~of ~~other~~our ~~factors~~common stock as ~~the~~to ~~board~~which ofa ~~directors~~person ~~deems~~has ~~relevant.~~sole ~~Our~~or ~~board~~shared voting power or investment power and any shares of ~~directors~~common stock which the person has the right to ~~authorize~~acquire within 60 days, through the ~~issuance~~exercise of ~~preferred~~any ~~stock~~option, ~~without~~warrant ~~further~~or ~~shareholder approval~~right, through conversion of any security or pursuant to the ~~holders~~automatic termination of ~~which~~a ~~may~~power ~~have~~of ~~preferences~~attorney ~~over~~or revocation of a trust, discretionary account or similar arrangement, and such shares are deemed to be beneficially owned and outstanding for computing the ~~holders~~share ownership and percentage of the ~~Common~~person ~~Stock~~holding assuch tooptions, ~~payment~~warrants or other rights, but are not deemed outstanding for computing the percentage of ~~dividends~~any other person. Beneficial ownership percentages are calculated based on 132,399,516 shares of our common stock outstanding as of November 15, 2021.

~~Securities~~Unless ~~Authorized~~otherwise ~~for~~set ~~Issuance~~forth ~~Under~~below, ~~Equity~~(a) ~~Compensation~~the ~~Plans~~persons and entities named in the table have sole voting and sole investment power with respect to the shares set forth opposite the Selling Stockholder’s name, subject to community property laws, where applicable, and (b) no Selling Stockholder had any position, office or other material relationship within the past three years, with us or with any of our predecessors or affiliates. The number of shares of common stock shown as beneficially owned before the offering is based on information furnished to us or otherwise based on information available to us at the timing of the filing of the registration statement of which this prospectus forms a part.

As of the date of this prospectus, we do not have any equity compensation plans. No options or other securities to acquire shares of our common stock have been granted to our officers and directors.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL

	Shares Owned by the Selling Stockholders		Shares of Common Stock			Number of Shares to be Owned by Selling Stockholder After the Offering and Percent of Total Issued and Outstanding Shares
Name of Selling Stockholder	before the Offering (1)		Being Offered			# of Shares (2)		% of Class (2)

GHS Investments LLC (3)		5,311,828		45,380,362	(4)		0		0	%

~~CONDITION AND RESULTS OF OPERATIONS~~Notes:

The following discussion and analysis is based upon our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States, and should be read in conjunction with our financial statements and related notes. The preparation of these financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue and expenses, and related disclosure of contingent assets and liabilities. Management bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. In addition, the following discussion and analysis contains forward-looking statements that involve risks and uncertainties, including, but not limited to, those discussed in “Risk Factors,” “Forward Looking Statements,” and elsewhere in this prospectus.

(1)	Beneficial ownership is determined in accordance with Securities and Exchange Commission rules and generally includes voting or investment power with respect to shares of common stock. Shares of common stock subject to options, warrants and convertible debentures currently exercisable or convertible, or exercisable or convertible within 60 days, are counted as outstanding. The actual number of shares of common stock issuable upon the conversion of the convertible debentures is subject to adjustment depending on, among other factors, the future market price of our common stock, and could be materially less or more than the number estimated in the table.
(2)	Because the Selling Stockholder may offer and sell all or only some portion of the 45,380,362 shares of our common stock being offered pursuant to this prospectus and may acquire additional shares of our common stock in the future, we can only estimate the number and percentage of shares of our common stock that any of the Selling Stockholder will hold upon termination of the offering.
(3)	Mark Grober exercises voting and dispositive power with respect to the shares of our common stock that are beneficially owned by GHS Investments LLC.
(4)	Consists of up to 45,380,362 shares of common stock to be sold by GHS, through the exercise of up to 5,380,362 warrants and up to 40,000,000 shares of common stock underlying 550 shares of Preferred Stock.

~~Overview~~ THE OFFERING

WeOn ~~are~~October an14, ~~exploration~~2021, ~~stage~~we ~~company~~entered ~~engaged~~into ina Securities Purchase Agreement (the ~~acquisition~~“Securities ~~and~~Purchase ~~exploration~~Agreement”) ofwith ~~mineral~~GHS ~~properties~~Investments LLC (“GHS”). WeUnder ~~own~~the aSecurities ~~100%~~Purchase ~~interest~~Agreement, inthe ~~three~~Company ~~properties~~agrees ~~located~~to insell ~~the~~to ~~Province~~GHS shares of ~~British~~the ~~Columbia,~~Company’s ~~Canada,~~Series ~~that~~B wePreferred ~~call~~Stock (the “~~Goldstar~~Preferred ~~Property,~~Stock”) ~~the~~at ~~“Rosewall~~a ~~Gold~~price ~~Property”~~of ~~and~~$1,000 per share. Each share of Preferred Stock is convertible at the ~~“Waterloo~~stated ~~Creek~~value ~~Property.”~~of ~~Currently~~$1,200 ~~there~~per ~~are~~share nodivided ~~known~~by ~~mineral~~one ~~reserves~~hundred onpercent ~~any~~(100%) of the ~~Goldstar~~market ~~Property~~price of the Company’s common stock, which equals the ~~Rosewall~~lowest ~~Gold~~traded ~~Property~~price orof the ~~Waterloo~~Company’s ~~Creek~~common ~~Property~~stock during the fifteen (15) consecutive trading day period immediately prior to a conversion (the “Market Price”). As of the date of this registration statement, GHS has purchased 200 shares of Preferred Stock from the Company.

~~Although~~In ~~exploratory~~conjunction ~~work~~with inthe Securities Purchase Agreement, on October 14, 2021, we issued a Common Stock Purchase Warrant (the ~~area~~“Warrant”) to GHS. Under the Warrant, GHS has to option to subscribe for and purchase from the Company up to 5,380,362 shares of ~~our~~common ~~properties~~stock ~~conducted~~of bythe ~~others~~Company. ~~indicated~~The ~~some~~exercise ~~potential~~price ~~showings~~per share of ~~mineralization,~~the wecommon ~~are~~stock ~~uncertain~~under asthe toWarrant will be $0.0446 per share. The Warrants expires five (5) years from the ~~reproducibility~~date of ~~these~~issuance, ~~prior~~may ~~exploration~~be ~~results~~only be exercise by cash payment to the Company and ~~thus~~have weno ~~are~~cashless ~~uncertain~~provision. asIn toaddition, the ~~potential~~Preferred ~~existence~~Stock ofand Warrants are subject to a ~~commercially~~beneficial ~~viable~~ownership ~~mineral~~limitation ~~deposit~~for ~~existing~~GHS onof ~~our~~4.99% ~~mineral~~(in ~~claims~~the aggregate) of all outstanding common shares of the Company.

~~Our~~PLAN ~~plan~~OF of operations was to carry out an initial exploration program on each of our properties in order to ascertain whether any of them possess a commercially exploitable mineral deposit. We determined that our mineral claims do not appear to contain commercially exploitable mineral deposits or reserves, based on our exploratory work that has been done. We completed our initial exploration program on all three of our properties as described below.DISTRIBUTION

The ~~Goldstar~~Selling ~~Property~~Stockholder named above and any of their pledgees and successors-in-interest may, from time to time, sell any or all of their shares of common stock on OTC Markets or any other stock exchange, market or trading facility on which the shares of our common stock are traded or in private transactions. These sales may be at fixed prices and prevailing market prices at the time of sale, at varying prices or at negotiated prices. The Selling Stockholder may use any one or more of the following methods when selling shares:

We have completed the phase one of our exploration program, which consisted of prospecting, a geological examination of any outcrops encountered, 10 pan samples and 2 rock samples taken. The rock samples were taken from shear-hosted 30 cm. wide quartz veins located at Minfile occurrence # 082LSE 071.The rock samples GSRS-1 and 2 contained trace amounts of sphalerite, galena and pyrite, but showed trace to sub-economic precious and base metal values when assayed.

Ten pan concentrate samples, GSPS-1 to 10, were taken from active sites within drainages identified previously as containing significant amounts of gold. Samples 1 through 9 consisted of 2-3 pans of active sediment from depths up to 50 cm. Little or no heavy materials such as magnetite or sulphides were present in the samples, and no gold was observed.

A small amount of specular hematite was observed in the pan samples taken from Putnam Creek itself. No significant gold values were detected by assay in samples GSPS-1 to 9. Sample GSPS-10 was a later re-take at sample site GSPS-7, using a modified sample methodology. This site had provided highly anomalous results in the earlier Brican and Teck programs. GSPS-10 was taken from an active stream site, from a one-meter deep by one-meter square hand-dug hole. Four pans of material were panned down to fines, and again no visible gold, magnetite or sulphides were seen. However, the sample assayed 221 ppb gold, comparable to the Teck results. During sampling, it was noted that the surficial gravels contain a large amount of argillaceous materials, with lesser andesite and unmineralized white quartz cobbles. Active logging upstream from the sample sites and recent high water flows may have contributed to covering the gold-bearing sediment with lighter materials.

~~Due~~● toordinary ~~unsatisfactory~~brokerage ~~results~~transactions ~~from~~and transactions in which the ~~phase~~broker-dealer ~~one~~solicits ~~exploration~~purchasers; ~~program,~~● weblock ~~have~~trades ~~elected~~in ~~not~~which tothe ~~proceed~~broker-dealer ~~with~~will ~~phase~~attempt ~~two~~to ~~work~~sell onthe ~~our~~shares ~~Goldstar~~as ~~mineral~~agent ~~claim~~but may position and ~~have~~resell ~~impaired~~a ~~our~~portion ~~entire~~of ~~investment~~the block as ofprincipal ~~December~~to ~~31,~~facilitate ~~2009. We~~the ~~are~~transaction; ~~seeking,~~● ifpurchases ~~possible,~~by toa ~~either~~broker-dealer ~~joint~~as ~~venture~~principal and resale by the ~~continuing~~broker-dealer ~~exploration~~for ofits ~~the~~account; ~~Goldstar~~● ~~mineral~~privately ~~claim~~negotiated transactions; ~~option~~● ~~the~~broker-dealers ~~claim~~may inagree ~~exchange~~with ~~for~~the ~~cash~~Selling ~~consideration~~Stockholder ~~and/or~~to sell a ~~retained~~specified ~~interest;~~number ~~or,~~of ~~liquidate~~such ~~our~~shares ~~rights~~at toa ~~the~~stipulated ~~claim~~price onper ~~some~~share; ~~other~~● ~~commercially~~a ~~viable~~combination ~~basis.~~of any such methods of sale; or

~~The~~Broker-dealers ~~Rosewall~~engaged ~~Gold~~by ~~Property~~the Selling Stockholder may arrange for other brokers-dealers to participate in sales. Broker-dealers may receive commissions or discounts from the Selling Stockholder (or, if any broker-dealer acts as agent for the purchaser of shares, from the purchaser) in amounts to be negotiated, but, except as set forth in a supplement to this prospectus, in the case of an agency transaction not in excess of a customary brokerage commission in compliance with FINRA Rule 2440; and in the case of a principal transaction a markup or markdown in compliance with FINRA IM-2440.

~~This~~Discounts, ~~initial~~concessions, ~~phase~~commissions ofand ~~the~~similar ~~recommended~~selling ~~programs for the Rosewall Gold Property cost approximately $15~~expenses,~~000;~~ weif ~~completed this work in two trips. Our first trip was on March 26 to 28~~any, ~~2008.~~attributable ~~The crew was unable~~ to ~~get~~ the ~~desired~~sale ~~results~~of ~~during~~shares ~~this~~will ~~trip~~be ~~due~~borne toby ~~late~~the ~~snowfall~~Selling Stockholder. The ~~second~~Selling ~~trip~~Stockholder ~~took~~may ~~place~~agree ~~from~~to ~~June~~indemnify 6any ~~to 9~~agent, ~~2008. The Rosewall Property contains styles of rock alteration~~dealer, ~~rock~~or ~~textures~~broker-dealer ~~and mineralization types~~ that ~~are~~participates ~~typically associated with epithermal gold +/- silver deposit types. As reported~~ in ~~older~~transactions ~~assessment~~involving ~~reports,~~sales ~~gold~~of ~~values in soil, silt and rock geochemistry indicated significant anomalies. The most recent pan sample survey was very limited in scope; however, it did not substantiate~~ the ~~reported~~shares ~~gold~~if ~~values. This~~liabilities ~~failure~~are toimposed ~~repeat~~on ~~the~~that ~~reported~~person ~~values~~under ~~may be due to several recent large slides and high water flow covering up~~ the ~~heavier~~Securities ~~minerals~~Act ~~with light material. Prospecting and mapping were hampered by 20 years~~ of ~~overgrowth and lack of road access~~1933.

~~Due~~We are required to ~~unsatisfactory~~pay ~~results~~certain ~~from~~fees and expenses incurred by us incident to the ~~phase~~registration ~~one~~of ~~exploration~~the ~~program,~~shares wecovered ~~have~~by ~~elected~~this prospectus. We will not toreceive ~~proceed~~any ~~with~~proceeds ~~phase~~from ~~two~~the ~~work~~resale onof any of the shares of our ~~Rosewall~~common ~~mineral~~stock ~~claim~~by ~~and~~the ~~have~~Selling ~~impaired~~Stockholder. ~~our~~We ~~entire~~may, ~~investment~~however, asreceive proceeds from the sale of ~~December~~our 31Preferred Stock under the Securities Purchase Agreement with GHS, ~~2009.~~and Wewe ~~are~~will ~~seeking~~receive a maximum of an additional $239,965 from GHS if ~~possible,~~and towhen ~~either~~they ~~joint~~elect ~~venture~~to exercise the ~~continuing~~Warrants. ~~exploration~~The ofPreferred ~~Rosewall~~Stock ~~mineral~~and ~~claim;~~Warrants ~~option~~are ~~the~~subject ~~claim~~to ina ~~exchange~~beneficial ownership limitation for ~~cash~~GHS ~~consideration~~of ~~and/or~~4.99% a(in ~~retained~~the ~~interest;~~aggregate) ~~or,~~of ~~liquidate~~all ~~our~~outstanding common shares of the Company. Neither the Securities Purchase Agreement with GHS nor any rights toof the ~~claim~~parties onunder ~~some~~the ~~other~~Securities ~~commercially~~Purchase ~~viable~~Agreement ~~basis~~with GHS may be assigned or delegated to any other person.

The ~~Waterloo~~resale ~~Creek~~shares ~~Property~~will be sold only through registered or licensed brokers or dealers if required under applicable state securities laws. In addition, in certain states, the resale shares may not be sold unless they have been registered or qualified for sale in the applicable state or an exemption from the registration or qualification requirement is available and is complied with.

~~Phase~~Under ~~one~~applicable rules and regulations under the Securities Exchange Act of ~~our~~1934, ~~proposed~~any ~~exploration~~person ~~program~~engaged onin the ~~Waterloo~~distribution ~~Creek~~of ~~Property~~the ~~consisted~~resale ofshares ~~reconnaissance~~may ~~geological~~not ~~mapping,~~simultaneously ~~prospecting~~engage ~~and~~in ~~rock~~market ~~sampling.~~making ~~The~~activities ~~estimated~~with ~~cost~~respect ~~for~~to ~~this~~the ~~work~~common ~~was~~stock ~~approximately~~for ~~$25,000.~~the ~~This~~applicable ~~phase~~restricted ~~was~~period, ~~completed~~as defined in ~~March~~Regulation ~~and~~M, ~~June~~prior ~~2008.~~to Asthe commencement of ~~September~~the ~~2009~~distribution. In addition, ~~due~~the toSelling ~~being~~Stockholder ~~unable~~will be subject to ~~gain~~applicable ~~access~~provisions toof ~~part~~the Securities Exchange Act of 1934 and the ~~Waterloo~~rules ~~claim~~and regulations thereunder, weincluding ~~elected~~Regulation toM, ~~impair~~which ~~all~~may limit the timing of purchases and sales of shares of the ~~acquisition~~common ~~cost~~stock ~~for~~by ~~this~~the ~~claim~~Selling Stockholder or any other person. We will make copies of this prospectus available to the Selling Stockholder.

~~The~~DESCRIPTION ~~Waterloo~~OF ~~Property~~SECURITIES ~~contains~~TO ~~styles~~BE of rock alteration, rock textures and mineralization types that are typically associated with epithermal gold +/- silver deposit types. As reported in older assessment reports, gold values in soil, silt and rock geochemistry indicated significant anomalies. The most recent pan sample survey was very limited in scope; however, it did not substantiate the reported gold values. This failure to repeat the reported values may be due to several recent large slides and high water flow covering up the heavier minerals with light material.REGISTERED

Due to unsatisfactory results from phase one exploration program, we have elected not to proceed with phase two work on our Waterloo Creek Property and have impaired our entire investment as of December 31, 2009. We are seeking, if possible, to either joint venture the continuing exploration of Waterloo Creek Property; option the claim in exchange for cash consideration and/or a retained interest; or, liquidate our rights to the claim on some other commercially viable basis.General

~~Critical~~We ~~Accounting~~are ~~Policies~~authorized to issue an aggregate of eight hundred million (800,000,000) shares of common stock, $0.001 par value per share. As of November 15, 2021, we had 132,399,516 shares of common stock outstanding.

~~Our~~Each ~~discussion~~share ~~and~~of ~~analysis~~common ofstock ~~our~~has ~~financial~~one ~~condition~~(1) ~~and~~vote ~~results~~per ofshare. ~~operations~~Our ~~are~~common ~~based~~stock ondoes ~~our~~not ~~financial~~provide ~~statements~~a preemptive, ~~which~~subscription ~~have~~or ~~been~~conversion ~~prepared~~rights inand ~~accordance~~there ~~with~~are ~~accounting~~no ~~principles~~redemption ~~generally~~or ~~accepted~~sinking infund ~~the~~provisions ~~United~~or ~~States~~rights. ~~The~~Our ~~preparation~~common ofstock ~~these~~holders ~~financial~~are ~~statements~~not ~~requires~~entitled us to ~~make~~cumulative ~~estimates~~voting ~~and~~for ~~judgments~~election ~~that~~of ~~affect~~Board ~~the reported amounts~~ of ~~assets, liabilities and expenses and related disclosures~~Directors. ~~We review our estimates on an ongoing basis.~~

We consider an accounting estimate to be critical if it requires assumptions to be made that were uncertain at the

time the estimate was made; and changes in the estimate or different estimates that could have been made could have a material impact on our results of operations or financial condition. While our significant accounting policies are described in more detail in the notes to our financial statements, we believe the following accounting policies to be critical to the judgments and estimates used in the preparation of our financial statements. Dividends

~~Exploration~~We ~~Costs~~have not paid any cash dividends to our shareholders. The declaration of any future cash dividends is at the discretion of our board of directors and depends upon our earnings, if any, our capital requirements and financial position, our general economic conditions, and other pertinent conditions. It is our present intention not to pay any cash dividends in the foreseeable future, but rather to reinvest earnings, if any, in our business operations.

~~Exploration~~Series ~~and~~B ~~development~~Preferred ~~costs represent costs incurred to explore our three 100% owned mineral claims located in British Columbia, Canada~~Stock. The cost of exploration includes such items as wages, contract fees, lodging, 4X4 vehicle rentals, field supplies, assays and management fee to our exploration contractor. We charge all exploration expenses to operations as they are incurred. We do not track exploration and development expenses by project.

~~Results~~General ~~of Operations~~

~~September~~We ~~30,~~are ~~2010~~currently authorized to designate and ~~2009~~issue up to 10,000,000 shares of preferred stock, par value $0.001, issuable from time to time in one or more series.

WeDividends ~~incurred a loss of $17,310 for the three months ended September 30, 2010, compared to a loss of $9,293 for the same period in 2009.~~

WeEach ~~had~~share noof ~~bad~~Preferred ~~debts~~Stock ~~for~~shall ~~the~~be ~~three~~entitled ~~months~~to ~~ended~~receive, ~~September~~and ~~2010~~the ~~and~~Corporation ~~2009.~~shall ~~The~~pay, ~~balance~~cumulative dividends of ~~the~~twelve ~~operating~~percent ~~expenses~~(12%) ~~incurred~~per byannum, uspayable ~~during~~quarterly, ~~these~~in ~~periods~~cash ~~related~~or toPreferred ~~professional~~Shares, ~~services~~beginning ~~rendered~~ on ~~our~~the ~~behalf.~~Original WeIssuance ~~engaged~~Date ~~additional~~and ~~professionals~~ending inon ~~conjunction~~the ~~with~~date ~~our securities filings so~~ that wesuch ~~can~~share ~~improve~~of ~~our~~Preferred ~~system~~Share ofhas ~~internal~~been ~~controls~~converted ~~and~~or toredeemed ~~assist~~(the us“Dividend inEnd ~~acquiring~~Date”), ~~new~~at ~~mineral~~the ~~claims~~discretion ~~with potential~~of ~~ore~~the ~~deposits~~Company.

WeVoting ~~incurred~~Rights ~~a loss of $42,562 for the nine months ended September 30, 2010, compared to a loss of $76,129 for the same period in 2009.~~

WeThe ~~recorded~~Preferred Stock will vote together with the common stock on an ~~impairment~~as-converted ofbasis. ~~our~~However, ~~mineral~~as ~~rights~~long as any shares of ~~$25~~Preferred Stock are outstanding,~~000~~ ~~during~~the Corporation shall not, without the ~~nine~~affirmative ~~months~~vote ~~ended~~of ~~September~~the ~~30,~~Holders ~~2009.~~of Wea ~~had~~majority noof ~~impairment~~the ~~losses~~then ~~during~~outstanding ~~2010.~~shares Weof ~~recorded~~the Preferred Stock directly and/or indirectly (a) ~~loan~~alter ~~receivable~~or ~~allowance~~change ofadversely ~~$20~~the powers,~~000~~ ~~during~~preferences or rights given to the ~~nine~~Preferred ~~months~~Stock ~~ended~~or ~~September~~alter 30or amend the Certificate of Designation, ~~2009.~~(b) Weauthorize ~~had~~or nocreate ~~bad~~any ~~debts~~class ~~during~~of ~~2010.~~stock ~~The~~ranking ~~balance~~as to redemption or distribution of ~~the~~assets ~~operating~~upon ~~expenses~~a ~~incurred~~Liquidation by(as usdefined ~~during~~in ~~this~~Section ~~period~~5) ~~related~~senior to, ~~professional~~or ~~services~~otherwise ~~rendered~~pari onpassu ~~our~~with, ~~behalf.~~the WePreferred ~~engaged~~Stock ~~additional~~or, ~~professionals~~authorize inor ~~conjunction~~create any class of stock ranking as to dividends senior to, or otherwise pari passu with, ~~our~~the ~~securities~~Preferred ~~filings~~Stock, so(c) amend its Articles of Incorporation or other charter documents in any manner that weadversely ~~can~~affects ~~improve~~any ~~our~~rights ~~system~~of the Holders, (d) increase the number of ~~internal~~authorized ~~controls~~shares ~~and~~of toPreferred ~~assist~~Stock, usor in(e) ~~acquiring~~enter ~~new~~into ~~mineral~~any ~~claims~~agreement with ~~potential~~respect ~~ore~~to ~~deposits~~any of the foregoing.

WeLiquidation ~~expect our total operating expenses to be approximately $6,000 per quarter for the remainder of 2010.~~

~~Years~~Upon ~~Ended~~any ~~December~~liquidation, 31dissolution or winding-up of the Corporation, ~~2009~~whether voluntary or involuntary (a “Liquidation”), the Holders shall be entitled to receive out of the assets, whether capital or surplus, of the Corporation an amount equal to the Stated Value, plus any accrued and ~~2008~~unpaid dividends thereon and any other fees or liquidated damages then due and owing thereon under this Certificate of Designation, for each share of Preferred Stock before any distribution or payment shall be made to the holders of any Junior Securities, and if the assets of the Corporation shall be insufficient to pay in full such amounts, then the entire assets to be distributed to the Holders shall be ratably distributed among the Holders in accordance with the respective amounts that would be payable on such shares if all amounts payable thereon were paid in full. A Fundamental Transaction or Change of Control Transaction shall not be deemed a Liquidation. The Corporation shall mail written notice of any such Liquidation, not less than 45 days prior to the payment date stated therein, to each Holder.

WeConversion had no revenues in 2009 and 2008. Our expenses increased to $102,422 in 2009, from $75,273 in the same period in 2008. This increase was primarily attributable to accounting expenses, impairments of three mineral properties and bad loans that were incurred in 2009. In 2009, we also incurred $1,108 in mineral tenure fee expenses, compared to $4,244 in mineral tenure costs that we incurred in 2008.

~~Interest~~Each ~~income~~share ~~decreased~~of toPreferred ~~$2,413~~Stock inshall ~~2009~~be convertible, at any time and from $7time to time from and after the Original Issue Date at the option of the Holder thereof,~~396~~ ~~during~~into that number of shares of Common Stock (subject to the ~~same~~limitations ~~period~~set forth in ~~2008~~Section 5(d)) determined by dividing the Stated Value of such share of Preferred Stock by the Conversion Price. ~~This~~Holders ~~was~~shall effect conversions by providing the ~~result~~Corporation with the form of ~~lower~~conversion ~~average~~notice ~~cash~~(a ~~balances~~“Notice of Conversion”). Each Notice of Conversion shall specify the number of shares of Preferred Stock to be converted, the number of shares of Preferred Stock owned prior to the conversion at issue, the number of shares of Preferred Stock owned subsequent to the conversion at issue and ~~lower~~the ~~interest~~date ~~paid~~on ~~during~~which ~~2009.~~such conversion is to be effected, which date may

Liquidity and Capital Resources

At September 30, 2010, the Company had a cash balance of $240,821, compared to a cash balance of $276,383 at December 31, 2009. During the nine months ended September 30, 2010, and the nine months ended September 30, 2009, the Company used $35,562 and $31,829 of net cash from operating activities, respectively.

~~During~~not be prior to the ~~nine~~date ~~months~~the ~~ended~~applicable ~~September~~Holder 30delivers by facsimile or email such Notice of Conversion to the Corporation (such date, ~~2010~~the “Conversion Date”). If no Conversion Date is specified in a Notice of Conversion, ~~and~~the Conversion Date shall be the ~~nine~~date ~~months~~that ~~ended~~such ~~September~~Notice ~~30,~~of ~~2009,~~Conversion to the ~~Company~~Corporation ~~used~~is $0deemed ~~and~~delivered ~~$20~~hereunder. No ink-original Notice of Conversion shall be required,~~000~~ nor shall any medallion guarantee (or other type of ~~net~~guarantee ~~cash~~or innotarization) ~~investing~~of ~~activities,~~any ~~respectively~~Notice of Conversion form be required. The ~~$20,000~~calculations ~~used~~and entries set forth in ~~2009~~the ~~related~~Notice toof Conversion shall control in the ~~issuance~~absence of amanifest ~~note~~or ~~receivable~~mathematical error. ~~During~~To ~~2009~~effect conversions of shares of Preferred Stock, wea ~~determined~~Holder ~~that~~shall not be required to surrender the ~~note~~certificate(s) ~~receivable~~representing ~~was~~the ~~uncollectible~~shares of Preferred Stock to the Corporation unless all of the shares of Preferred Stock represented thereby are so converted, in which case such Holder shall deliver the certificate representing such shares of Preferred Stock promptly following the Conversion Date at issue. Shares of Preferred Stock converted into Common Stock or redeemed in accordance with the terms hereof shall be canceled and shall not be reissued.

~~The~~Conversion ~~Company~~Price has financed its operations primarily from cash on hand, through private placements and proceeds from public offering. Net cash provided by financing activities was $0 for the nine months ended September 30, 2010, and the nine months ended September 30, 2009.

The conversion price (the “Conversion Price”) for the Preferred Stock shall be the amount equal to the lesser of (a) one hundred percent (100%) of the lowest traded price for the Company’s ~~does~~stock ~~not~~for ~~have~~the fifteen (15) trading days immediately preceding the relevant Conversion and (b) a twenty percent (20%) discount to the price of the common stock in a Qualified Offering. Notwithstanding the above, the Holder agrees to convert fifty percent (50%) of the outstanding Preferred Stock at a twenty percent (20%) discount to the price of the common stock in a Qualified Offering, subject to the Beneficial Ownership Limitation. All such foregoing determinations will be appropriately adjusted for any ~~arrangements~~stock dividend, ~~understandings~~stock split, stock combination, reclassification or ~~agreements~~similar ~~with~~transaction ~~any~~that ~~person~~proportionately ~~regarding~~decreases ~~any~~or ~~additional~~increases ~~financings~~the Common Stock during such measuring period. ~~Although~~Nothing ~~there~~herein ~~are~~shall ~~775~~limit a Holder’s right to pursue actual damages including,~~000~~ ~~Class~~but Anot ~~Warrants~~limited to, as a result of a Triggering Event pursuant to Section 10 hereof and ~~775,000~~the ~~Class~~Holder Bshall ~~Warrants~~have ~~exercisable~~the ~~into~~right ~~one~~to ~~common~~pursue ~~share~~all remedies available to it hereunder, at ~~$0.50~~law ~~and~~or ~~$0.55~~in equity including, ~~respectively~~without limitation, ~~which~~a ifdecree ~~exercised~~of inspecific ~~full~~performance ~~could~~and/or ~~provide~~injunctive usrelief. ~~with~~The exercise of any such rights shall not prohibit the Holder from seeking to enforce damages pursuant to any other Section hereof or under applicable law. Following a “Triggering Event” or an ~~aggregate~~“Event of ~~$813~~Default,~~750~~” as defined in the Purchase Agreement, ~~there~~the isConversion noprice ~~assurance~~shall ~~that~~equal ~~these~~the ~~Warrants~~lower ~~will~~of be: ~~exercised~~(a) inthe ~~full~~then applicable Conversion Price; or in(b) ~~part~~a price per share equaling eighty five percent (85%) of the lowest traded price for the Company’s common stock during the fifteen (15) trading days preceding the relevant Conversion.

IfWarrants ~~and when the time comes~~ to ~~obtain~~Purchase ~~additional~~Common funding in order to proceed with additional exploration of one or more of our properties, we anticipate that such funding will be in the form of equity financing from the sale of our common stock. However, we cannot provide investors with any assurance that we will be able to obtain sufficient funding from the sale of our common stock to fund further exploration. We believe that debt financing will not be an alternative for funding any further phases in our exploration program. The risky nature of this enterprise and lack of tangible assets places debt financing beyond the credit-worthiness required by most banks or typical investors incorporate debt until such time as an economically viable mine can be demonstrated. We do not have any arrangements in place for any future equity financing. Failure to raise needed financing could result in our having to discontinue our mining exploration and development business.Stock

In conjunction with the Securities Purchase Agreement, we issued GHS 5,380,362 Warrants. Each Warrant will be exercisable for one share of our Common Stock at an exercise price of $0.0446 per share. Each Warrant will be exercisable from its date of issuance and at any time up to the date that is five years after its original date of issuance. A holder shall have no right to exercise any portion of a Warrant, to the extent that, after giving effect to such exercise, such holder, together with such holder’s affiliates, and any persons acting as a group together with such holder or any such affiliate, would beneficially own in excess of 4.99% of the number of shares of Common Stock outstanding immediately after giving effect to the issuance of the shares of Common Stock upon such exercise. Beneficial ownership of the holder and its affiliates will be determined in accordance with Section 13(d) of the Exchange Act, and the rules and regulations promulgated thereunder. Holders of Warrants who are subject to such beneficial ownership limitation are and will remain responsible for ensuring their own compliance with Regulation 13D-G promulgated under the Exchange Act, consistent with their individual facts and circumstances. In addition, pursuant to Rule 13d-3(d)(1)(i) of the Exchange Act, any person who acquires such Warrants with the purpose or effect of changing or influencing the control of our company, or in connection with or as a participant in any transaction having such purpose or effect, immediately upon such acquisition will be deemed to be the beneficial owner of the underlying Common Stock.

The exercise price of the Warrants is subject to adjustment (but not below the par value of our Common Stock) in the case of stock splits, stock combinations, reclassifications or similar events affecting our Common Stock.

Prior to the exercise of any Warrants, holders of the Warrants will not have any of the rights of holders of the Common Stock purchasable upon exercise, including voting rights, however, the holders of the Warrants will have certain rights to participate in distributions or dividends paid on our Common Stock to the extent set forth in the Warrants.

~~Plan of Operations~~Options

~~Our~~There ~~plan~~are ofno ~~operation~~outstanding ~~has~~options ~~been~~ to ~~conduct~~purchase ~~mineral exploration on~~ our ~~properties in order to assess whether the properties contains mineral reserves capable of commercial extraction~~securities. Our exploration program was designed to explore for commercially viable deposits of copper, silver and gold. We have not, nor has any predecessor, identified any commercially exploitable reserves of these minerals on any of our properties.

~~Since~~Nevada weAnti-Takeover are in the exploration stage of our business plan, we have not yet earned any revenues from our planned operations. As of September 30, 2010, we had $240,821 in cash on hand and no liabilities. From our inception May 3, 2006 through September 30, 2010, we have incurred a net loss of $291,179. Laws

As ofa ~~September~~Nevada 30corporation, ~~2010,~~ we ~~completed~~are ~~phase~~subject ~~one~~to ofcertain ~~our~~anti-takeover ~~exploration~~provisions ~~program~~that onapply ~~all~~to ~~three~~public corporations under Nevada law. Pursuant to Section 607.0901 of ~~our~~the ~~mineral~~Nevada ~~claims;~~Business ~~during~~Corporation ~~2009~~Act, weor ~~elected~~the toNevada Act, a publicly held Nevada corporation may not toengage ~~proceed~~in a broad range of business combinations or other extraordinary corporate transactions with ~~phase~~an ~~two~~interested ~~work~~shareholder ~~programs~~without onthe approval of the ~~Rosewall,~~holders ~~Goldstar and~~of ~~Waterloo~~two-thirds ~~properties~~of ~~due~~the tovoting ~~unsatisfactory~~shares ~~results~~of ~~from~~the ~~phase~~corporation ~~one.~~(excluding shares held by the interested shareholder), unless:

~~During~~● the ~~next~~transaction ~~twelve~~is ~~months,~~approved weby ~~anticipate~~a ~~that~~majority weof ~~will~~disinterested ~~not~~directors ~~generate~~before ~~any~~the ~~revenue.~~shareholder Asbecomes ofan ~~September~~interested ~~30,~~shareholder; ~~2010,~~● wethe ~~had~~interested ~~cash~~shareholder onhas ~~hand~~owned ofat ~~$240,821. We~~least ~~may~~80% ~~not~~of ~~have~~the ~~sufficient~~corporation’s ~~funds~~outstanding tovoting ~~consummate~~shares ~~any~~for ~~such~~at ~~acquisition~~least orfive toyears ~~initiate~~preceding ~~any~~the ~~exploration~~announcement ~~program~~date ~~with~~of ~~respect to~~ any ~~interests~~such ~~acquired~~business bycombination; ~~us.~~● Wethe ~~anticipate~~interested ~~that~~shareholder ~~any~~is ~~additional~~the ~~financing~~beneficial ~~will~~owner ~~most~~of ~~likely~~at beleast in90% ~~the form~~ of ~~equity~~the ~~financing~~outstanding ~~from~~voting ~~the~~shares ~~sale~~ of ~~our~~the ~~common~~corporation, ~~stock.~~exclusive Weof doshares ~~not~~acquired ~~have~~directly ~~any~~from ~~agreements,~~the ~~arrangements~~corporation orin ~~understandings~~a astransaction tonot ~~any~~approved ~~such~~by ~~financing~~a ~~and~~majority noof ~~assurance~~the ~~can~~disinterested bedirectors; ~~given~~or ~~that~~● ~~such~~the ~~financing~~consideration ~~will~~paid ~~be available~~ to usthe ~~when~~holders ~~required,~~of orthe ifcorporation’s ~~available,~~voting ~~available~~stock onis ~~terms~~at ~~and~~least ~~conditions~~equal ~~that~~to ~~are~~certain ~~acceptable~~fair toprice uscriteria.

ItAn isinterested ~~not~~shareholder ~~expected~~is ~~that~~defined ~~our~~as ~~Chief~~a ~~Executive~~person ~~Officer~~who, ~~and~~together ~~President,~~with ~~Mr.~~affiliates ~~David~~and ~~Gamache~~associates, ~~will~~beneficially ~~devote~~owns more than ~~approximately~~ 10% of ~~his~~a ~~time~~corporation’s tooutstanding ~~our~~voting ~~business~~shares. We dohave not ~~foresee~~made ~~this~~an ~~limited~~election ~~involvement~~in ~~negatively impacting~~ our ~~company~~amended ~~over~~Articles the next twelve months as all exploratory work has been, and will continue to be, performed by outside consultants. Additionally, we will not have a need to hire any employees over the next twelve months, nor do we plan to make any purchases of ~~equipment~~Incorporation ~~over the next twelve months. Outside consultants and geologists will be expected~~ to ~~provide~~opt ~~all~~out ~~tools needed for any exploratory work being conducted. There is no assurance that we will achieve all or any~~ of ~~our~~Section ~~goals due to the exploration stage of our business~~607.0901.

~~Related~~In ~~Party~~addition, ~~Transactions~~we are subject to Section 607.0902 of the Nevada Act which prohibits the voting of shares in a publicly held Nevada corporation that are acquired in a control share acquisition unless (i) our board of directors approved such acquisition prior to its consummation or (ii) after such acquisition, in lieu of prior approval by our board of directors, the holders of a majority of the corporation’s voting shares, exclusive of shares owned by officers of the corporation, employee directors or the acquiring party, approve the granting of voting rights as to the shares acquired in the control share acquisition. A control share acquisition is defined as an acquisition that immediately thereafter entitles the acquiring party to 20% or more of the total voting power in an election of directors.

~~Management~~Penny ~~Fees~~Stock Considerations

~~During~~Our ~~the~~shares ~~year~~will ~~ended~~be ~~December~~“penny ~~31,~~stocks” ~~2009,~~as ~~and~~that term is generally defined in the ~~nine~~Securities ~~months~~Exchange ~~ended~~Act ~~September~~of ~~30,~~1934 ~~2010,~~to wemean ~~incurred~~equity asecurities ~~management~~with ~~fee~~a price of less than $95.00 per share. Thus,~~000~~ our shares will be subject to rules that impose sales practice and ~~$6,750,~~disclosure ~~respectively~~requirements on broker-dealers who engage in certain transactions involving a penny stock. Under the penny stock regulations, a broker-dealer selling a penny stock to ~~our~~anyone ~~President.~~other ~~This~~than ~~represents~~an established customer must make a ~~monthly~~special ~~fee~~suitability ofdetermination ~~$750.~~regarding ~~There~~the ispurchaser noand ~~employment~~must receive the purchaser’s written consent to the transaction prior to the sale, ~~management~~unless orthe ~~consulting~~broker-dealer ~~agreement~~is inotherwise ~~effect~~exempt.

~~Rent~~In addition, under the penny stock regulations, the broker-dealer is required to:

~~Our~~● ~~corporate~~Deliver, ~~office~~prior isto ~~located~~any attransaction ~~6805~~involving ~~Sundance~~a ~~Trail~~penny stock, ~~Riverside~~a CAdisclosure ~~92506.~~schedule Weprepared ~~pay~~by nothe ~~monthly~~Securities ~~rent~~and ~~for~~Exchange Commission relating to the ~~use~~penny ofstock ~~this~~market, ~~office.~~unless ~~There~~the broker-dealer or the transaction is nootherwise ~~lease~~exempt; or● ~~rent~~Disclose ~~agreement~~commissions payable to the broker-dealer and our registered representatives and current bid and offer quotations for the securities; ● Send monthly statements disclosing recent price information pertaining to the penny stock held in ~~place.~~a ~~This~~customer’s account, the account’s value, and information regarding the limited market in penny stocks; and ● Make a special written determination that the penny stock is ~~provided~~a tosuitable usinvestment byfor ~~our~~the ~~President~~purchaser and ~~CEO~~receive the purchaser’s written agreement to the transaction, prior to conducting any penny stock transaction in the customer’s account.

DESCRIPTION OF OUR BUSINESS AND PROPERTIES

~~results~~Because ~~and~~of ~~thus~~these weregulations, ~~are~~broker-dealers ~~uncertain~~may asencounter difficulties in their attempt to sell shares of our common stock, which may affect the ~~potential~~ability ~~existence~~of selling shareholders or other holders to sell their shares in the secondary market, and have the effect of reducing the level of trading activity in the secondary market. These additional sales practice and disclosure requirements could impede the sale of our securities, if our securities become publicly traded. In addition, the liquidity for our securities may be decreased, with a ~~commercially~~corresponding ~~viable~~decrease ~~mineral~~in ~~deposit~~the ~~existing~~price onof our ~~mineral~~securities. ~~claims~~Our shares in all probability will be subject to such penny stock rules and our shareholders will, in all likelihood, find it difficult to sell their securities.

WeLEGAL currently own a 100% undivided interest in three mineral properties located in the Province of British Columbia, Canada, that we call the “Goldstar Property,” the “Rosewall Gold Property” and the “Waterloo Creek Property.” Currently there are no known mineral reserves on the Goldstar Property, the Rosewall Gold Property or the Waterloo Creek Property.MATTERS

~~Acquisition,~~The ~~Description,~~legality ~~Location~~ of ~~and~~the ~~Access~~shares tooffered ~~the~~under ~~Goldstar~~this ~~Property~~registration statement is being passed upon by Brunson Chandler, & Jones, PLLC.

~~Acquisition~~EXPERTS

OnThe ~~August16,~~audited ~~2006,~~financial westatements ~~entered~~for ~~into~~the aCompany ~~sale~~for ~~and~~the ~~acquisition~~years ~~agreement~~ended ~~whereby~~December we31, ~~acquired~~2020 aincluded ~~100% interest~~ in ~~the~~this ~~Goldstar~~prospectus ~~Property~~have ~~from~~been ~~Mr.~~audited ~~James~~by ~~(Jim)~~Malone ~~Laird~~Bailey, ofan ~~Laird~~independent ~~Exploration~~registered ~~for~~public ~~$10~~accounting firm,~~000.~~ ~~Our~~and ~~interest~~for in the ~~Goldstar~~year ~~Property~~ended isDecember ~~subject~~31, to2019 aby 3%Boyle ~~Net~~CPA, ~~Smelter~~an ~~Return~~independent ~~(“NSR”) The~~registered ~~Goldstar~~public ~~Property~~accounting ~~does~~firm, ~~not~~to ~~contain~~the ~~any~~extent ~~known~~and ~~commercial~~for ~~reserves.~~the ~~During~~periods ~~the~~set ~~year~~forth ~~ended~~in ~~December~~our ~~31,~~report ~~2009,~~and weare ~~elected~~incorporated ~~not~~herein toin ~~proceed~~reliance ~~with~~upon ~~phase~~such ~~two~~report ~~due~~given toupon ~~unsatisfactory~~the ~~results~~authority ~~from~~of ~~phase~~said ~~one~~firms ~~and~~as ~~fully~~experts ~~impaired~~in ~~our~~auditing ~~investment.~~and accounting.

~~Location~~BUSINESS

The Goldstar Property lies along the south valley side of Putnam Creek, within the North Okanagan region of southern British Columbia. The property is accessed by traveling 15 kilometers north from the town of Lumby, B.C., located on Highway 6. Competition

~~The~~Of ~~Goldstar~~our ~~Property~~competitors, isUltimate ~~located~~Fighting onChampions ~~the~~(“UFC”) ~~west~~is ~~slope~~the ~~of Trinity Valley~~largest. ~~The~~ ~~claim~~They ~~area~~are ~~is cut by Putnam Creek, which flows in~~ a ~~steep~~multi-~~sided~~billion-dollar ~~valley,~~corporation ~~originating~~whose ~~from~~fights ~~the~~are ~~Silver~~also ~~Star~~broadcast ~~Mountain~~on ~~area~~television. inUFC ~~the~~is ~~west,~~far ~~flowing~~larger tothan ~~the~~we ~~broad~~are ~~terraced~~and ~~Trinity~~they ~~Valley,~~are tocurrently ~~the~~better ~~east of the property area~~capitalized. ~~The~~We ~~property~~expect ~~elevation~~to ~~lies~~continue ~~between~~to ~~900~~grow toour 1business,~~100~~ ~~meters~~but onwe ~~forested moderately steep slopes. Annual precipitation consists of about 40 centimeters of rainfall and 1.4 meters of snowfall. Temperatures~~ are ~~warm~~currently ~~throughout~~among the ~~summer,~~smaller ~~with~~MMA ~~winter~~Fighting ~~temperatures averaging around -5° Celsius~~Leagues.

~~Description~~Intellectual Property

~~The~~Our ~~Goldstar~~success ~~Property~~and ~~consists~~ability ofto ~~two~~compete ~~mineral~~depends ~~claims~~in ~~representing~~part 22on ~~units~~our ~~(474~~ability ~~hectares)~~to ~~that~~maintain ~~has~~our ~~been~~trade ~~staked~~secrets. ~~and~~All ~~recorded. In~~of ~~British~~our ~~Columbia,~~employees ~~each~~and ~~unit~~consultants ~~equals~~are ~~approximately~~subject 20to ~~hectares. The~~non-disclosure ~~following~~agreements ~~table~~and ~~sets~~other ~~forth~~contractual ~~the~~provisions ~~details~~to ofestablish ~~the~~and ~~claim~~maintain our proprietary rights.

Claim Name	Units	Tenure Number	Expiry Date
Goldstar 1	4	522570	November 23, 2011
Goldstar 2	5	522607	November 24, 2011
Goldstar 3	13	560684	June 15, 2011

Employees

~~Geology~~We currently have one full time and six part time employees who work for XFC as independent contractors. The Company considers its relationships with its employees to be satisfactory and is not a party to any collective bargaining agreement.

~~The~~Legal Goldstar Property area hosts a series of volcanic and sedimentary rocks known as the Nicola Group, which are favorable for the formation of economic mineral deposits. Significant concentrations of placer gold have been traced to a tributary of Putnam Creek covered by the property. The immediate source of the gold has not been identified, but is suspected to be quartz veins and silicified zones occurring in the Nicola rocks.Proceedings

~~There~~On isJune ~~little~~24, ~~outcrop~~2021, ~~exposed~~the Company was sued by Harbor Gates Capital, LLC (“Harbor Gates”) in the ~~Putnam~~United ~~Creek~~States ~~area~~District Court for the Southern District of Florida, ~~although~~Civil ~~abundant~~Action ~~metamorphosed~~No. ~~sedimentary~~1:21cv22322 for default on a note. Harbor Gates alleges that on or about September 14, 2020, the Company issued to them a convertible note for $210,000 convertible into the Company’s common stock. The note was due within six months from the funding, and they alleged that the Company was in default. The Company is defending this action.

As of the date of this report, management is not aware of any other legal proceedings contemplated by any governmental authority or any other party involving us or our properties. As of the date of this report, no director, officer or affiliate is (i) a party adverse to us in any legal proceeding, or (ii) has an adverse interest to us in any legal proceedings. Management is not aware of any other proceedings pending or that have been threatened against us or our properties.

~~volcanic~~We ~~rocks~~may, ~~are~~from ~~present~~time ~~along~~to ~~the~~time, ~~tributary~~be ~~stream~~party ~~bed~~to ~~sampled~~litigation inand ~~1999. There~~subject ~~are~~to ~~also~~claims ~~numerous~~incident ~~cobbles~~to ~~of milky white quartz found in~~ the ~~stream~~ordinary ~~bed,~~course ~~but~~of ~~appear to be un-mineralized~~business. ~~Based~~As ~~upon~~our ~~reports~~growth ~~commissioned by us~~continues, ~~the~~we ~~gold~~may ~~found~~become inparty ~~the area is likely related~~ to aan ~~local~~increasing ~~fault~~number ~~structure~~of ~~containing~~litigation ~~gold-bearing~~matters ~~quartz,~~and ~~which~~claims. ~~has~~The ~~liberated~~outcome ~~placer~~of ~~gold~~litigation ~~concentrations~~and ~~into~~claims ~~the~~cannot ~~tributary~~be ~~creek~~predicted towith ~~Putnam~~certainty, ~~Creek. The~~and ~~tributary creek is likely~~ the ~~source~~resolution of ~~the~~any ~~placer~~future ~~gold~~matters ~~that~~could ~~has~~materially ~~been~~affect ~~concentrated~~our ~~within~~future ~~the~~financial ~~stream~~position, ~~bed~~results of ~~Putnam~~operations ~~Creek~~or cash flows.

~~Prior~~Government ~~Work~~Regulation

~~The~~In ~~earliest~~addition ~~recorded~~to ~~exploration~~regulations ~~work~~applicable onto ~~the~~businesses ~~Goldstar Property area was recorded when placer gold was obtained from reddish gravels of schistose and gneissic rock material~~ in ~~Putnam~~general, ~~Creek.~~we ~~The~~may ~~gold~~also ~~was~~be ~~reported~~subject to bedirect ~~heavy~~regulation ~~and~~by ~~well-rounded~~governmental ~~and~~agencies, ~~associated~~including ~~with~~the ~~black~~FCC ~~sand. In~~and ~~1936,~~Department ~~155 grams~~ of ~~gold was reported as being recovered from Putnam Creek~~Defense. ~~No further work has been recorded from this location since 1936.~~

~~The~~Other majority of the exploration work was carried out to the west of the gold anomalous tributary creek and did not concentrate on locating the source of the gold found in the tributary creek. A regional stream sediment sampling program in the Putnam Creek area conducted in 1999, resulted in consistently anomalous gold values. Of the 5 samples collected along the tributary stream all were considered moderately to highly anomalous for gold. Information

~~Exploration Program Based Upon the Conclusions of Geological Report~~None.

WeDESCRIPTION ~~have~~OF completed the phase one of our exploration program which consisted of prospecting, a geological examination of any outcrops encountered, 10 pan samples and 2 rock samples taken. The rock samples were taken from shear-hosted 30 cm. wide quartz veins located at Minfile occurrence # 082LSE 071.The rock samples GSRS-1 and 2 contained trace amounts of sphalerite, galena and pyrite, but showed trace to sub-economic precious and base metal values when assayed.PROPERTY

~~Ten~~We ~~pan~~do concentrate samples, GSPS-1 to 10, were taken from active sites within drainages identified previously as containing significant amounts of gold. Samples 1 through 9 consisted of 2-3 pans of active sediment from depths up to 50 cm. Little or no ~~heavy~~own ~~materials such as magnetite~~ or ~~sulphides~~lease ~~were~~any ~~present in the samples, and no gold was observed~~property.

AMARKET ~~small~~FOR ~~amount~~COMMON ofSTOCK ~~specular~~AND ~~hematite~~DIVIDEND was observed in the pan samples taken from Putnam Creek itself. No significant gold values were detected by assay in samples GSPS-1 to 9. Sample GSPS-10 was a later re-take at sample site GSPS-7, using a modified sample methodology. This site had provided highly anomalous results in the earlier Brican and Teck programs. GSPS-10 was taken from an active stream site, from a one-meter deep by one-meter square hand-dug hole. Four pans of material were panned down to fines, and again no visible gold, magnetite or sulphides were seen. However, the sample assayed 221 ppb gold, comparable to the Teck results. During sampling, it was noted that the surficial gravels contain a large amount of argillaceous materials, with lesser andesite and unmineralized white quartz cobbles. Active logging upstream from the sample sites and recent high water flows may have contributed to covering the gold-bearing sediment with lighter materials. POLICY

~~Our~~Common consulting geologists have advised that any exploration focus for the Goldstar Property going forward should involve exploration for the source of gold as found in pan samples taken from the main tributary creek to Putnam Creek, and the placer gold concentrations in Putnam Creek itself. As previously noted in the 1950 BCDM report and during this program, the surface argillaceous materials contain little or no gold. It was stated in the same report that the heavy gold was concentrated in underlying reddish gneissic gravels, which were not observed during phase one. Stock

~~Due~~Our tocommon ~~poor~~stock ~~results~~is ~~from~~currently ~~this~~quoted ~~phase~~on ~~one~~the ~~exploration~~OTC ~~work,~~Market’s weOTCQB ~~have~~Venture ~~elected~~Marketplace ~~not~~(“OTCQB”) tounder ~~proceed~~the ~~with~~symbol ~~phase~~“DKMR”. ~~two~~The ~~exploration~~following ~~work~~table sets forth for the periods indicated the high and low price per share of our common stock as reported on the OTCQB. The following quotations reflect inter-dealer prices, without retail mark-up, mark-down or commission, and may not represent actual transactions:

~~Acquisition,~~OTC ~~Description,~~Markets ~~Location~~Group ofInc. ~~and~~OTCQB ~~Access to the Rosewall Gold Property~~(1)

Acquisition

	High $		Low $

September 30, 2021	0.07		0.0388
June 30, 2021	0.175		0.139
March 31, 2021	0.164		0.1505
December 31, 2020		0.1150		0.095
September 30, 2020		0.303		0.2901
June 30, 2020		1.14		0.95
March 31, 2020		0.62		0.62
December 31, 2019		0.1634		0.1634
September 30, 2019		0.141		0.141
June 30, 2019		0.06		0.06
March 31, 2019		0.06		0.06

(1) Over-the-counter market quotations reflect inter-dealer prices without retail mark-up, mark-down or commission, and may not represent actual transactions.

Holders of Record

As of November 15, 2021, we had 129 holders of record of our common stock. The actual number of stockholders is greater than this number of record holders and includes stockholders who are beneficial owners but whose shares are held in street name by brokers and other nominees.

On June 16, 2006, we entered into a sale and acquisition agreement whereby we acquired a 100% interest in the Rosewall Gold Property which is located in eastern-central Vancouver Island, north of Horne Lake, near the headwaters of Rosewall Creek and Qualicum River. Dividends

We ~~purchased~~have ~~the~~never ~~Rosewall~~declared ~~Gold~~or ~~Property~~paid ~~from~~cash ~~Mr.~~dividends ~~James~~on ~~(Jim)~~our ~~Laird~~common ofstock. ~~Laird~~We ~~Exploration~~currently ~~for~~intend ~~$15,000.~~to ~~Our~~retain ~~interest~~all inavailable ~~the~~funds ~~Rosewall~~and ~~Gold~~any ~~Property~~future isearnings ~~subject~~for ~~only~~use toin athe 3%operation ~~NSR. The~~of ~~Rosewall~~our ~~Gold~~business ~~Property~~and ~~does~~do not ~~contain~~anticipate paying any ~~known~~dividends ~~reserves.~~on ~~During~~our ~~the~~common ~~year~~stock ~~ended~~in ~~December~~the ~~31,~~foreseeable ~~2009~~future, weif ~~elected~~at ~~not~~all. Any future determination to ~~proceed~~declare ~~with~~dividends ~~phase~~will ~~two~~be ~~due~~made toat ~~unsatisfactory~~the discretion of our board of directors and will depend on our financial condition, results ~~from~~of ~~phase~~operations, ~~one~~capital requirements, general business conditions and ~~fully~~other ~~impaired~~factors that our ~~investment.~~board of directors may deem relevant.

~~Location~~MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION

~~The~~You ~~Rosewall~~should ~~Gold~~read ~~Property~~the isfollowing ~~located~~discussion onof ~~the~~our ~~east-central~~financial ~~area~~condition ofand ~~Vancouver~~results ~~Island~~of atoperations ~~49°~~in ~~25’~~conjunction ~~30”~~with ~~North~~financial ~~Latitude~~statements and ~~124°~~notes ~~52’~~thereto ~~30”~~included ~~West~~elsewhere ~~Longitude~~in this prospectus. The ~~property~~following isdiscussion ~~accessed~~contains byforward-looking ~~following~~statements ~~the~~that ~~Island~~reflect ~~Highway~~our plans, ~~approximately~~estimates 25and ~~kilometers~~beliefs. ~~northwest~~Our ~~from~~actual ~~Qualicum~~results ~~Beach,~~could ~~B.C.~~differ Atmaterially ~~this~~from ~~point~~those discussed in the ~~Rosewall~~forward-looking ~~Creek~~statements. ~~road~~Factors isthat ~~followed~~could ~~southwesterly~~cause ~~for~~or ~~approximately~~contribute 7to ~~kilometers,~~these ~~reaching~~differences ~~the~~include ~~property~~those ~~area.~~discussed ~~The~~below ~~property~~and ~~area~~elsewhere isin ~~also~~this ~~located~~prospectus, ~~approximately~~particularly 15in ~~kilometers~~the ~~northwest~~section oflabeled ~~Horne~~“Risk ~~Lake~~Factors.”

~~Topography~~This issection ~~moderate~~of tothe ~~steep,~~prospectus ~~particularly~~includes ~~along~~a ~~the~~number ~~creek~~of ~~beds.~~forward-looking ~~Vegetation~~statements isthat ~~mostly~~reflect ~~second~~our ~~growth~~current ~~timber~~views with ~~considerable~~respect ~~undergrowth,~~to ~~which~~future ~~conceals~~events ~~much~~and offinancial ~~the~~performance. ~~outcrop~~Forward-looking instatements ~~the~~are ~~area~~often identified by words like “believe,” “expect,” “estimate,” “anticipate,” “intend,” “project,” and ~~makes~~similar ~~movement~~expressions, ~~through~~or ~~the~~words ~~area~~that, ~~somewhat~~by ~~difficult~~their nature, refer to future events. ~~The~~ ~~property~~You isshould ~~within~~not anplace ~~area~~undue certainty on these forward-looking statements, which apply only as of ~~moderate~~the todate ~~heavy~~of ~~precipitation~~this prospectus. ~~Heavy~~These ~~accumulations~~forward-looking ofstatements ~~snow~~are ~~can~~subject beto ~~expected~~certain atrisks ~~higher~~and ~~elevations~~uncertainties ~~from~~that ~~November~~could cause actual results to ~~March~~differ materially from historical results or our predictions.

~~Description~~Overview

~~The~~Xtreme ~~Rosewall~~Fighting ~~Gold~~Championship, ~~Property~~Inc. ~~consists~~(the of"Company", ~~two~~"we", ~~mineral~~or ~~claims representing 23 units (504 hectares~~"us") ~~that~~was ~~have~~incorporated ~~been~~under ~~staked~~the ~~and~~laws ~~recorded. The~~of ~~following~~the ~~table~~State ~~sets~~of ~~forth~~Nevada ~~the~~on ~~details~~May of3, ~~the claim~~2006.

Claim Name	Units	Tenure Number	Expiry Date
Rosewall Gold	7	525453	January 14, 2011
Rosewall Gold	8	532950	May 24, 2012

Certain statements contained below are forward-looking statements (rather than historical facts) that are subject to risks and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements.

~~Geology~~Our auditors have issued a going concern opinion in the financial statements for the year ended December 31, 2020.

~~The~~RESULTS ~~Rosewall~~OF Gold Property covered what we believed to be a promising gold exploration area on Vancouver Island. A very large silicified alteration zone with minerals characteristic of an epithermal gold deposit environment are found on the property. Additional work was needed to expand and define the gold in soil anomalies and to geologically map and rock sample the general area.OPERATIOMS

~~Prior~~Working ~~Work~~Capital

The only known exploration work on the claim area was carried out in 1986 and 1987. Recorded work consisted of reconnaissance rock, soil and silt sampling covering an area of approximately 8 square kilometers. Exploration work consisted of general prospecting of the property area and included the collection and sampling of 40 rock samples, 56 soil samples and 11 silt samples.

	September 30,				December 31,
	2021				2020

Current Assets			$ 65,000				$ 78,049
Current Liabilities			1,558,571				775,405
Working Capital (Deficit)		$	(1,493,571	)		$	(697,356	)

~~Exploration~~Cash ~~Program Based Upon the Conclusions of Geological Report~~Flows

The Rosewall Gold Property contains styles of rock alteration, rock textures and mineralization types that are typically associated with epithermal gold +/- silver deposit types. Calc-silicate alteration is extensive on the property area suggesting the potential to host a mineral deposit.

	September 30,			March 31,
	2021			2020

Cash Flows from (used in) Operating Activities		$	(13,049)		$	(15,620)
Cash Flows from (used in) Financing Activities			-			15,620-
Net Increase (decrease) in Cash During Period		$	(13,049)		$	-

~~Our~~Operating initial exploration program for the Rosewall Gold Property was composed of three results-contingent stages. The property required a program of concentrated exploration with the establishment of a surveyed control grid. The grid area would then be thoroughly prospected and geologically mapped with commensurate soil sampling surveys, EM and magnetometer geophysical surveys. Based on a compilation of these results, a diamond drill program would need to be designed to explore and define the potential resources. Revenues

~~Phase~~We ~~One~~have ~~Work~~generated revenues of $345,762 for the three months ended September 30, 2021 and ~~Cost~~$0 ~~Estimate~~for the three months ended September 30, 2020. We have generated revenues of $382,363 for the nine ended September 30, 2021 and $0 for the nine months ended September 30, 2020.

~~Phase~~Operating ~~one~~Expenses ~~of our proposed exploration program on the Rosewall Gold Property consisted of reconnaissance geological mapping, prospecting~~ and ~~rock~~Net sampling. This initial phase of the recommended programs for the Rosewall Gold Property cost approximately $15,000. This work was completed in two trips; our first trip was from March 26 to 28, 2008. The crew was unable to obtain the desired results due to late snowfall. The second trip was from June 6 to 9, 2008. The Rosewall Property contains styles of rock alteration, rock textures and mineralization types that are typically associated with epithermal gold +/- silver deposit types. As reported in older assessment reports, gold values in soil, silt and rock geochemistry indicated significant anomalies. The most recent pan sample survey was very limited in scope; however it did not substantiate the reported gold values. This failure to repeat the reported values may be due to several recent large slides and high water flow covering up the heavier minerals with light material. Prospecting and mapping were hampered by 20 years of overgrowth and lack of road access. Loss

~~Due~~Operating toexpenses ~~unsatisfactory~~for ~~results~~the ~~from~~three ~~phase~~months ~~one~~ended ~~exploration~~September ~~program~~30, we2021 ~~have~~were ~~elected~~$527,447 ~~not~~compared towith ~~proceed~~1,565,826 ~~with~~for ~~phase~~the ~~two~~three ~~work~~months onended ~~our~~September ~~Rosewall~~30, ~~mineral~~2020. Operating ~~claims~~expenses for the three months ended September 30, 2021 consisted of general and ~~have~~administrative ~~fully~~expenses ~~impaired~~of ~~our~~$237,453 ~~investment~~for asthe three months ended September 30, 2021 compared to $42,262 for the three months ended September 30, 2020 and amortization expenses of ~~December~~$289,994 31for the three months ended September 30, ~~2009~~2021 compared to $1,157,523 for the three months ended September 30, 2020.

~~Acquisition~~Operating expenses for the nine months ended September 30, ~~Description~~2021 were $2,015,535 ~~Location~~compared with $6,867,885 for the nine months ended September 30, 2020. Operating expenses for the nine months ended September 30, 2021 consisted of general and ~~Access~~administrative expenses of $1,145,556 for the nine months ended September 30, 2021 compared to $4,765,560 for the ~~Waterloo~~nine ~~Creek~~months ~~Property~~ended September 30, 2020 and amortization expenses of $869,982 for the nine months ended September 30, 2021 compared to $1,736,284 for the nine months ended September 30, 2020.

~~Acquisition~~Other income (expense) for the three months ended September 30, 2021 were $11,003 compared with $(1,500,000) for the three months ended September 30, 2020. Other income (expense) for the three months ended September 30, 2021 consisted of interest expense of $11,003 compared to $(1,500,000) for the three months ended September 30, 2020.

OnOther ~~May~~income ~~19,~~(expense) ~~2006,~~for wethe ~~entered~~nine ~~into~~months aended ~~sale~~September ~~and~~30, ~~acquisition~~2021 ~~agreement~~were ~~whereby~~$33,009 wecompared ~~acquired~~with a$(1,500,000) ~~100%~~for ~~interest in~~ the ~~Waterloo~~nine ~~Creek~~months ~~Property~~ended ~~from~~September Mr30, 2020. Other ~~James~~income (~~Jim~~expense) ~~Laird,~~for ofthe ~~Laird~~nine ~~Exploration~~months ~~Ltd~~ended ~~for~~September ~~$15~~30,~~000.~~ ~~Our~~2021 ~~interest~~consisted inof ~~the~~interest ~~Waterloo~~expense ~~Creek~~of ~~Property~~$33,009 iscompared ~~subject~~ to a$(1,500,000) 3%for ~~NSR. The~~the ~~Waterloo~~nine ~~Creek~~months ~~Property~~ended ~~does~~September ~~not~~30, ~~contain any known reserves~~2020.

~~Location~~During the three months ended September 30, 2021, the Company recorded a net loss of ($192,685) compared with net loss of ($3,065,826) for the three months ended September 30, 2020.

~~The~~During ~~Waterloo~~the ~~Creek~~nine ~~Property~~months isended ~~located~~September ~~west~~30, of2021, the ~~town~~Company ofrecorded ~~Bowser,~~a ~~British~~net ~~Columbia~~loss ~~on the east-central coastal region~~ of ~~Vancouver~~($1,666,184) ~~Island.~~compared ~~The~~with ~~property~~net ~~comprises~~loss ~~two~~of ~~mineral~~($8,367,885) ~~claims~~for ~~totaling 546.31 hectares in area. Access to~~ the ~~property~~nine ismonths ~~gained~~ended ~~via~~September ~~logging~~30, ~~roads from Bowser up the Rosewall Creek drainage to the north-east slope of Mt~~2020. ~~Curran.~~

~~The~~Liquidity Waterloo Creek Property is reached from Nanaimo by driving the Island Highway north to the vicinity of Rosewall Creek. The Rosewall Creek road is followed for 6.5 km west, where a smaller secondary road branches to the right and isCapital ~~followed for 1.5 km north before reaching Wilfred Creek. An old logging road to the south bisects the property.~~Resources

~~Topography~~As isat ~~moderate~~September to30, ~~steep~~2021, ~~particularly along~~ the ~~creek~~Company's ~~beds.~~cash ~~Vegetation~~balance iswas ~~mostly~~$0 ~~second~~compared ~~growth~~to ~~timber~~cash ~~with~~balance ~~considerable~~of ~~undergrowth~~$13,049 ~~which~~at ~~conceals~~December ~~much~~31, 2020. As of ~~the~~September ~~outcrop~~30, in2021, the ~~area~~Company's ~~and~~total ~~makes~~assets ~~movement~~were ~~through~~$11,461,073 ~~the~~compared ~~area somewhat difficult. The property is within an area of moderate~~ to ~~heavy~~total ~~precipitation.~~assets ~~Heavy accumulations~~ of ~~snow~~$12,344,104 ~~can~~as ~~be expected~~ at ~~higher~~December ~~elevations~~31, ~~from November to March~~2020.

~~Description~~As of September 30, 2021, the Company had total liabilities of $1,558,571 compared with total liabilities of $775,405 as at December 31, 2020. Liabilities for the nine months ended September 30, 2021 consisted of accounts payable and accrued expenses of $49,062 compared to $37,330 for the year ended December 31, 2020, due to related party of $17,987 compared to $17,070 as of December 31, 2020; convertible debt, net of discount of $687,515 compared to $579,118 as of December 31, 2020; stock subscription payable of $17,987 compared to $17,987 as of December 31, 2020; and unearned revenues of $785,486 compared to $123,900 as December 31, 2020.

~~The~~Cashflow ~~Waterloo~~from ~~Creek~~Operating ~~Property consists of two mineral claims representing 35 units (525 hectares) that has been staked and recorded. The following table sets forth the details of the claim.~~Activities

Claim Name	Units	Tenure Number	Expiry Date
Waterloo Creek Property	1	525454	January 14, 2011
Waterloo and Rosewall	8	532950	June 19, 2011
Waterloo and Rosewall	26	535928	June 19, 2011

During the three months ended September 30, 2021 the Company used ($13,049) of cash for operating activities compared to the use of $431,089 of cash for operating activities during the nine months ended September 30, 2020.

~~Geology~~27

~~Little~~Cashflow ~~information~~from ~~has~~Financing been reported on specific geological aspects of the Waterloo Creek Property area. The only information available pertains to the main showing area located on the property. The mineral showing area lies along a fault zone occurring within a distinct canyon measuring approximately 5 meters wide by 15 meters deep. The fault zone contains an intrusive stockwork body consisting of silicified felsite to rhyolite composition. The stockwork zone has been followed for about 100 meters along the canyon and varies between 2.5 to 5 meters wide. Activities

~~The~~During ~~stockwork zone is terminated at~~ the ~~east~~nine ~~end~~months byended aSeptember ~~fault~~30, ~~and~~2021 the ~~other~~Company ~~end~~received bycash anfrom ~~altered~~financing ~~dyke.~~activities ~~The depositional style and content~~ of ~~the~~$0 ~~mineralization~~as iscompared ~~consistent~~to ~~with~~$524,965 ~~other~~for ~~mineral~~the ~~deposits~~nine onmonths ~~Vancouver~~ended ~~Island~~September of30, ~~known Tertiary age~~2020.

Subsequent Developments

None

Going Concern

We have not attained profitable operations and are 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.

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 financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to stockholders.

Future Financing

The Company will consider selling securities in the future to fund operations. There is no assurance that we will achieve any additional sales of the equity securities or arrange for debt or other financing to fund our operations and other activities.

Critical Accounting Policies

Our consolidated financial statements and accompanying notes have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis. The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods.

We regularly evaluate the accounting policies and estimates that we use to prepare our consolidated financial statements. A complete summary of these policies is included in the notes to our consolidated financial statements. In general, management's estimates are based on historical experience, on information from third party professionals, and on various other assumptions that are believed to be reasonable under the facts and circumstances. Actual results could differ from those estimates made by management.

Recently Issued Accounting Pronouncements

The Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS, AND CONTROL PERSONS

The Board of Directors elects our executive officers annually. A majority vote of the directors who are in office is required to fill vacancies. Each director shall be elected for the term of one year, and until his successor is elected and qualified, or until the earlier of his resignation or removal. Information on our Board of Directors and executive officers is included below. Our executive officers are appointed annually by our Board of Directors. Our executive officers hold their offices until they resign, are removed by the Board, or their successor is elected and qualified.

~~Prior~~Directors ~~Work~~and Executive Officers

The ~~only~~following ~~known~~sets ~~exploration~~forth oninformation ~~the~~about ~~Waterloo~~our ~~Creek~~director ~~Property was carried out in 1985~~ and ~~1988~~executive ~~through~~officer ~~1989.~~as ~~During~~of ~~this period~~ the ~~property~~date ~~was explored through prospecting, surface rock sampling and the drilling~~ of two short diamond drill holes. The main showing was explored in 1985 by surface sampling using a small portable packsack drill, which was used to blast outcrops in 11 locations. Four sample results were reported from this ~~work containing encouraging values in gold and other anomalous values.~~report:

Two diamond drill holes were drilled from a common set-up over an extended period during 1988 and 1989. The first hole totaled 53.3 meters, while the second hole totaled 38.1 meters. Significant concentrations of pyrite, arsenopyrite and minor chalcopyrite were reported in the first drill hole across approximately 9 meters, however only minor sampling was carried out producing inconclusive results.

NAME	AGE	POSITION

Steve A. Smith Jr.	46	Chief Executive Officer, Chief Financial Officer, Chairman

~~Exploration~~Our ~~Program~~directors ~~Based~~are ~~Upon~~appointed for a one-year term to hold office until the ~~Conclusions~~next annual general meeting of ~~Geological~~our ~~Report~~shareholders or until removed from office in accordance with our bylaws. The Board of Directors appoints officers who serve their terms of office at the discretion of the Board of Directors.

~~The~~Background ~~Waterloo Creek Property contains mineralization that is likely associated with an epithermal style~~ of ~~mineral~~Executive ~~deposit.~~Officers ~~Due to the minor amount of exploration carried out on the property area, further investigation was recommended to determine the extent~~ and ~~style of mineralization present on the property.~~Directors

~~Our~~The ~~exploration~~following ~~program~~is ~~for~~a ~~the~~brief ~~Waterloo~~account ~~Creek~~of ~~Property~~the ~~was~~education ~~composed~~and ofbusiness ~~three~~experience ~~results-contingent~~during ~~stages.~~at ~~Our~~least ~~proposed~~the ~~work~~past ~~program~~five ~~included~~years ~~construction~~ of aour ~~control~~officers ~~grid, geological mapping~~ and ~~rock sampling~~directors, aindicating ~~soil~~each ~~and~~person’s ~~silt~~principal ~~geochemical~~occupation ~~sampling~~during ~~program,~~that ~~IP geophysical survey~~period, and ~~rock~~the ~~trenching. Based~~name onand aprincipal ~~compilation~~business of ~~these~~the ~~results,~~organization ain ~~diamond~~which ~~drill~~such ~~program~~occupation ~~would have been designed to explore~~ and ~~define~~employment ~~the~~were ~~potential~~carried ~~resources~~out.

~~Phase~~Steve ~~One~~A. ~~Work~~Smith Jr., Chief Executive Officer, Chief Financial Officer and ~~Cost~~Chairman, ~~Estimate~~46, has 23 years of executive marketing experience and has held significant marketing positions while working with Fortune 100 companies. Mr. Smith has accepted his appointment as President and Director to the Company. Steve has worked for more than 17 years in the media business in senior management. Steve has spent more than a decade in key VP/Director roles at high profile companies including Discovery Communications & World Wrestling Entertainment. His account experience extends across more than 500 clients, which includes deep relationships within all of the movie & entertainment industries. Having worked with high profile media assets within Television, Print, Digital, Outdoor & Events, Steve has unparalleled knowledge of creative marketing tactics. Steve brings his leadership experience with leading dynamic teams to profitability.

~~Phase~~Family one of the proposed program consisted of reconnaissance geological mapping, prospecting and rock sampling. The cost was $5,397. This work was completed in June 2008. During 2009, due to being unable gain access to part of the Waterloo claim, we elected to impair all of our investment in this claim. Relationships

~~Validity~~There ofare ~~Mining~~no ~~Claims~~family inrelationships ~~British~~among ~~Columbia~~any of our directors or officers.

InInvolvement British Columbia, all mining claims are valid for one year. To maintain our interests, we are required to file evidence with the Province of British Columbia that exploration work has been carried out on the claim during the current year or pay cash in ~~lieu~~Certain ofLegal work of $0.40 Cdn. per hectare plus recording fees. Our properties have the following expiration dates: Waterloo Creek Property January 14, 2011 to June 19, 2011. Rosewall Gold Property January 14, 2011 to May 24, 2012 and the Goldstar Property will expire from June 15, 2011 to November 24, 2011. If the required exploration work expenditure is not completed and filed in any year or if a payment is not made in lieu of the required work within this year, the mineral claims will lapse and title will revert to the Province. Proceedings

~~Title~~To tothe ~~Our~~best ~~Properties~~of our knowledge, none of our directors or executive officers has, during the past ten years:

~~There~~1. ~~are~~been convicted in a ~~total~~criminal ofproceeding 8or ~~mineral~~been ~~tenures~~subject to a pending criminal proceeding (excluding traffic violations and ~~one~~other ~~placer~~minor ~~tenure~~offences); ~~which~~2. ~~are~~had ~~owned~~any ~~100%~~bankruptcy petition filed by ~~our~~or ~~subsidiary.~~against ~~The~~the ~~tenures~~business ~~cover~~or aproperty ~~total~~of ~~area~~the person, or of 1any partnership,~~481~~ ~~hectares~~corporation or business association of which he was a general partner or executive officer, either at the time of the bankruptcy filing or within two years prior to that time; 3. ~~The~~been ~~tenure~~subject ~~numbers~~to ~~are~~any ~~522570~~order, ~~522607~~judgment, ~~525453~~or decree, ~~525454~~not subsequently reversed, ~~532950~~suspended or vacated, ~~535928~~of any court of competent jurisdiction or federal or state authority, permanently or temporarily enjoining, barring, suspending or otherwise limiting, his involvement in any type of business, securities, futures, commodities, investment, banking, savings and ~~560684~~loan, or insurance activities, or to be associated with persons engaged in any such activity; 4. been found by a court of competent jurisdiction in a civil action or by the SEC or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated;

Competition

The mineral exploration industry, in general, is intensively competitive and even if commercial quantities of ore are discovered, a ready market may not exist for the sale of the ore. Numerous factors beyond our control may affect the marketability of any substances discovered. These factors include market fluctuations, the proximity and capacity of

natural resource markets and processing equipment, government regulations, including regulations relating to prices, taxes, royalties, land tenure, land use, importing and exporting of minerals and environmental protection. The exact effect of these factors cannot be accurately predicted, but the combination of these factors may result in our not receiving an adequate return on invested capital.

5.	been the subject of, or a party to, any federal or state judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated (not including any settlement of a civil proceeding among private litigants), relating to an alleged violation of any federal or state securities or commodities law or regulation, any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order, or any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or

6.	been the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26))), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29))), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

Compliance with ~~Government~~Section ~~Regulation~~16(a) of the Securities Exchange Act of 1934

WeSection ~~will~~16(a) beof ~~required~~the toSecurities ~~comply~~Exchange ~~with~~Act ~~all~~of ~~regulations,~~1934 ~~rules~~requires ~~and~~our ~~directives~~executive ofofficers ~~governmental~~and ~~authorities~~directors and ~~agencies~~persons ~~applicable~~who toown ~~the~~more ~~exploration~~than of10% ~~minerals in the Province~~ of ~~British~~our ~~Columbia. In~~common ~~addition,~~stock ifto wefile ~~progress~~with to the ~~production~~Securities ~~phase,~~and ~~production~~Exchange ofCommission ~~minerals~~initial instatements ~~the Province~~ of ~~British~~beneficial ~~Columbia~~ownership, ~~will~~reports ~~require prior approval~~ of ~~applicable~~changes ~~governmental~~in ~~regulatory~~ownership ~~agencies.~~and Weannual ~~cannot~~reports beconcerning ~~certain~~their ~~that~~ownership ~~such~~of ~~approvals~~our ~~will~~common bestock ~~obtained. The cost~~ and ~~delay~~other ~~involved~~equity insecurities, ~~attempting~~on toForms ~~obtain~~3, ~~such~~4 ~~approvals~~and ~~cannot~~5 ~~be known in advance~~respectively. We ~~will~~Executive ~~be required to comply with all regulations~~officers, ~~rules~~directors and ~~directives~~greater ofthan ~~governmental~~10% ~~authorities~~shareholders ~~and~~are ~~agencies~~required ~~applicable~~by to the ~~exploration~~SEC ofregulations ~~minerals~~to infurnish ~~the~~us ~~Province~~with copies of ~~British~~all ~~Columbia.~~Section ~~The~~16(a) ~~main~~reports ~~agency~~ that ~~governs~~they ~~the exploration of minerals in the Province of British Columbia is the Ministry of Mines~~file.

~~The~~Based ~~Ministry~~solely ofon ~~Mines~~our ~~manages~~review of the ~~development~~copies of ~~British~~such ~~Columbia's~~forms ~~mineral~~received ~~resources~~by us, ~~and~~or ~~implements~~written ~~policies~~representations ~~and~~from ~~programs~~certain ~~respecting~~reporting ~~their development while protecting the environment. In addition~~persons, ~~the~~we ~~Ministry~~believe ofthat ~~Mines~~during ~~regulates~~fiscal ~~and~~year ~~inspects~~ended ~~the~~December ~~exploration~~31, ~~and mineral production industries in British Columbia to protect workers~~2019, ~~the~~all ~~public~~filing ~~and~~requirements ~~the environment. The material legislation~~ applicable to usour ~~is the British Columbia Mineral Tenure Act~~officers, directors and ~~the~~greater ~~British~~than ~~Columbia~~10% ~~Mines~~percent ~~Act,~~beneficial asowners ~~well~~were ascomplied ~~the Health, Safety and Reclamation Code and the Mineral Exploration Code~~with.

~~The~~Corporate ~~Mineral~~Governance ~~Tenure~~Guidelines, ~~Act~~Code ~~and~~of ~~its regulations govern the procedures involved in the location~~Ethics, ~~recording~~ and ~~maintenance~~Business ~~of mineral titles in British Columbia. The Mineral Tenure Act also governs the issuance of leases which are long term entitlements to minerals.~~Conduct

~~All~~The ~~mineral~~Board ~~exploration~~has ~~activities~~adopted ~~carried~~Corporate ~~out~~Governance onGuidelines a(the ~~mineral~~“Guidelines”) ~~claim~~to orassist ~~mining~~it ~~lease~~ in ~~British Columbia must be done in compliance with~~ the ~~Mines~~exercise ~~Act.~~of ~~The~~its ~~Mines Act applies to all mines during exploration, development, construction, production, closure, reclamation and abandonment~~responsibilities. ItThese ~~outlines~~Guidelines ~~the~~reflect ~~powers of~~ the ~~Chief~~Board’s ~~Inspector~~commitment ~~of Mines,~~ to ~~inspect~~monitor ~~mines,~~ the ~~procedures~~effectiveness ~~for~~of ~~obtaining~~policy ~~permits to commence work in, on or about a mine~~ and ~~other~~decision ~~procedures~~making toboth ~~be observed~~ at ~~a mine. Additionally,~~ the ~~provisions~~Board ~~of the Health, Safety~~ and ~~Reclamation~~at ~~Code~~the ~~for~~management ~~Mines in British Columbia contain standards for employment~~level, ~~occupational~~with ~~health~~a ~~and~~view ~~safety,~~to ~~accident~~enhancing ~~investigation,~~stockholder ~~work~~value ~~place~~over ~~conditions, protective equipment, training programs, and site supervision. Also,~~ the ~~Mineral~~long ~~Exploration Code contains standards for exploration activities including construction and maintenance, site preparation, drilling, trenching and work in and about a water body~~term.

~~Additional~~We ~~approvals~~have ~~and~~adopted ~~authorizations~~a ~~may~~written becode ~~required~~of ~~from~~ethics ~~other~~and ~~government~~business ~~agencies,~~conduct ~~depending~~to ~~upon~~provide ~~the~~guidance ~~nature~~to ~~and~~all ~~scope~~Company’s ofdirectors, ~~the~~officers ~~proposed~~and ~~exploration~~employees, ~~program.~~for Ifeach ~~the~~employee, ~~exploration~~including ~~activities~~our ~~require~~including the ~~falling~~Company’s ofprincipal ~~timber~~executive officer, ~~then~~principal ~~either~~accounting aofficer ~~free~~or ~~use~~controller ~~permit~~ or apersons ~~license~~performing tosimilar ~~cut must be obtained from the Ministry of Forests~~functions. ~~Items~~The ~~such~~code ~~as waste approvals may be required from the Ministry~~ of ~~Environment,~~ethics ~~Lands~~is ~~and~~posted ~~Parks~~on ifour ~~the~~website ~~proposed~~at ~~exploration~~www.dsgtag.com. ~~activities~~If ~~are~~we ~~significantly~~make ~~large~~certain ~~enough~~amendments to ~~warrant~~or ~~them.~~waivers ~~Waste~~of ~~approvals~~our ~~refer~~code ~~to the disposal~~ of ~~rock~~ethics, ~~materials~~we ~~removed~~intend ~~from~~to satisfy the ~~earth~~SEC ~~which~~disclosure ~~must~~requirements beby ~~reclaimed.~~promptly Anposting ~~environmental impact statement may be required. We have not budgeted for regulatory compliance costs in~~ the ~~proposed~~amendment ~~work~~or ~~program~~waiver ~~recommended~~on byour ~~the geological report~~website.

~~The~~Committees ~~Mineral Tenure Act requires that a holder~~ of ~~title to mineral claims must spend approximately $4.00 per hectare per year in order to keep~~ the ~~property~~Board ~~in good standing. The Goldstar Property consists~~ of an area of approximately 474 hectares. As such, our annual fee with respect to the Goldstar Property is expected to be approximately $1,896. The Rosewall Gold Property consists of an area of approximately 483 hectares. As such, our annual fee with respect to the Rosewall Gold Property is expected to be approximately $1,932. The Waterloo Creek Property consists of an area of approximately 524 hectares. As such, our annual fee with respect to the Waterloo Creek Property is expected to be approximately $2,184. Because we have completed phase one on all three claims, we are not required to pay any fees until 2011. If we elect to maintain these claims, then we must pay the fees or conduct further exploration work.Directors

Audit Committee. We did not during 2020, and do not currently, have an audit committee. If and when we satisfy the other initial listing standards for listing our common stock on NASDAQ or another national exchange, we intend to establish a compensation committee of the Board of Directors.

Compensation Committee. We did not during 2020, and do not currently, have a compensation committee. If and when we satisfy the other initial listing standards for listing our common stock on NASDAQ or another national exchange, we intend to establish a compensation committee of the Board of Directors.

Nominating Committee. We have not established a compensation committee. Our board of directors, sitting as a board, performs the role of a compensation committee. We are not currently subject to any law, rule or regulation requiring that we establish a nominating committee.

WeBoard ~~will~~Leadership ~~also~~Structure ~~have to sustain the cost of reclamation~~ and ~~environmental~~Role remediation for all exploration work undertaken. Both reclamation and environmental remediation refer to putting disturbed ground back as close to its original state as possible. Other potential pollution or damage must be cleaned-up and renewed along standard guidelines outlined in ~~the~~Risk usual permits. Reclamation is the process of bringing the land back to its natural state after completion of exploration activities. Environmental remediation refers to the physical activity of taking steps to remediate, or remedy, any environmental damage caused. The amount of these costs is not known at this time as we do not know the extent of the exploration program that will be undertaken beyond completion of the recommended work program. Because there is presently no information as to the size, tenor, or quality of any resource or reserve at this time, it is impossible to assess the impact of any capital expenditures on earnings, our competitive position or on us in the event a potentially economic deposit is discovered.Oversight

IfSteve weA. ~~anticipate~~Smith ~~disturbing~~Jr. ~~ground~~acts ~~during~~as our ~~mineral exploration activities~~Chairman, weChief ~~will~~Executive beOfficer ~~required~~and toChief ~~make~~Financial anOfficer. ~~application~~We ~~under~~have ~~the~~no ~~Mines~~policy ~~Act~~requiring ~~for~~either athat ~~permit.~~the Apositions ~~permit~~of isthe ~~issued~~Chairman ~~within~~of 45the ~~days~~Board, ofChief aExecutive ~~complete~~Officer and ~~satisfactory~~the ~~application.~~Chief WeFinancial doOfficer ~~not~~be ~~anticipate~~separate ~~any~~or ~~difficulties~~that inthey ~~obtaining~~be aoccupied ~~permit,~~by ifthe ~~needed~~same individual. The ~~proposed~~Board ~~initial~~of ~~exploration~~Directors ~~activities~~believes onthat ~~our~~this ~~properties~~issue dois ~~not~~properly ~~involve~~addressed ~~ground~~as ~~disturbance~~part ~~and~~of asthe asuccession ~~result~~planning doprocess ~~not,~~and atthat ~~this~~a ~~time,~~determination ~~require~~on athis ~~work~~subject ~~permit.~~should ~~Any~~be ~~follow-up~~made ~~trenching~~when ~~and/or~~it ~~drilling~~elects ~~will~~a ~~require~~new ~~permits,~~chief ~~applications~~financial ~~for~~officer ~~which~~or ~~will~~at besuch ~~submitted~~other ~~well~~times inas ~~advance~~when consideration of the ~~planned~~matter ~~work~~is warranted by circumstances.

IfOur weBoard ~~enter~~of ~~the~~Directors ~~production~~is ~~phase,~~primarily ofresponsible ~~which~~for ~~there~~overseeing isour norisk ~~assurance,~~management processes on behalf of the ~~cost~~Company. The Board of ~~complying~~Directors ~~with~~receives ~~permit~~and reviews periodic reports from management, auditors, legal counsel, and ~~regulatory~~others, ~~environment~~as ~~laws~~considered ~~will~~appropriate beregarding ~~greater~~our ~~because~~Company’s ~~the~~assessment ~~impact~~of risks. The Board of Directors focuses on the ~~project~~most ~~area~~significant isrisks ~~greater.~~facing ~~Permits~~our Company and ~~regulations~~our ~~will~~Company’s ~~control~~general ~~all~~risk ~~aspects~~management ofstrategy, and also ensures that risks undertaken by our Company are consistent with the ~~production~~Board’s ~~program~~appetite iffor risk. While the ~~project~~Board ~~continues~~oversees our Company’s risk management, management is responsible for day-to-day ~~that~~risk ~~stage~~management processes. ~~The~~We ~~regulatory~~believe ~~requirements~~this ~~that~~division weof ~~will~~responsibilities ~~have~~is tothe ~~meet~~most ~~will~~effective ~~likely~~approach ~~include:~~for addressing the risks facing our Company and that our Board leadership structure supports this approach.

·EXECUTIVE AND DIRECTOR COMPENSATION

~~Ensuring~~Summary ~~that~~Compensation ~~any~~Table ~~water~~— Fiscal ~~discharge~~Years ~~meets~~Ended ~~drinking~~December ~~water~~31, ~~standards;~~2020 & 2019

·The table below summarizes all compensation awarded to, earned by, or paid to our named executive officers (as defined in Item 402(m)(2) of Regulation S-K) for the fiscal years ended December 31, 2020, and December 31, 2019.

~~Dust~~EXECUTIVE ~~generation~~SUMMARY ~~will~~COMPENSATION ~~have to be minimal or otherwise remediated;~~TABLE

Name and

principal

position

Year

Salary

($)

Bonus

($)

Stock

Awards

($)

Option

Awards

($)

Non-Equity

Incentive
Plan

Compensation

($)

Nonqualified

Deferred

Compensation

Earnings

($)

All Other

Compensation

($)

Total

($)

Steve A. Smith Jr.

2020

25,122

174,300

199,422

(Chief Executive Officer, Chief Financial Officer, and Director)

2019

~~Dumping~~Narrative ofDisclosure ~~material~~to on the ~~surface~~Summary ~~will~~Compensation ~~have to be re-contoured and re-vegetated with natural vegetation;~~Table

·The Company has made payments to Mr. Smith for $25,122 and has paid Emerald Coast Investments, Inc., $174,300, of which Mr. Smith is principal.

~~All~~Outstanding ~~material~~Equity toAwards beat ~~left~~Fiscal onYear ~~the~~Ended ~~surface~~December ~~will~~31, ~~need to be environmentally benign;~~2020

·There were no equity awards for each named executive officer as of December 31, 2020.

~~Ground~~Compensation ~~water~~of ~~will have to be monitored for any potential contaminants;~~Directors

·No director received compensation for services rendered in any capacity to us during the fiscal year ended December 31, 2020, and December 31, 2019.

The socio-economic impact of the project will have to be evaluated and if deemed negative, will have to be re-mediated; and

There will have to be an impact report of the work on the local fauna and flora including a study of potentially endangered species.

Employees

We have no employees as of the date of this report other than Mr. David Gamache, our President, Chief Executive Officer and Chief Financial Officer and Principal Accounting Officer. Mr. Gamache is paid a monthly fee of $750 per month. There is no written employment contract, this arrangement commenced on September 15, 2008. Mr. Gamache is not precluded from providing similar executive services to other companies. We conduct our business largely through agreements with consultants and other independent third party vendors.

DIRECTORS, EXECUTIVE OFFICERS AND CONTROL PERSONS

Directors and Executive Officers

The following table sets forth the names of all of our current directors and executive officers. We have a Board of Directors comprised of one Officer and Director. Directors and Officers are elected annually by the Board of Directors and serve at the discretion of the board.

Also provided herein are brief descriptions of the business experience of each of the directors and officers during

~~the~~DIRECTOR ~~past~~COMPENSATION ~~five years, and an indication of directorships held by each director in other companies subject to the reporting requirements under the Federal securities law.~~TABLE

As of the date of this prospectus, the members of our Board of Directors and our executive officers were as follows:

Name and

principal

position

Year

Salary

($)

Bonus

($)

Stock

Awards

($)

Option

Awards

($)

Non-Equity

Incentive Plan

Compensation

($)

Nonqualified

Deferred

Compensation

Earnings

($)

All Other

Compensation

($)

Total

($)

Steve A. Smith,

2020

Director

2019

Name	Age	Position	Director / Officer Since
David Gamache	60	President Chief Executive Officer and Chief Financial Officer	September 15, 2008

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

~~David~~The ~~Gamache: President,~~following ~~Director,~~table ~~Chief~~sets ~~Executive~~forth, ~~Officer~~as ~~and~~of ~~Chief~~September ~~Financial~~1, ~~Officer.~~2021, ~~Since~~the ~~2001~~number ~~Mr.~~of ~~Gamache~~and ~~has~~percent ~~been the principal~~ of the ~~Allen~~Company’s ~~Lee~~common ~~Group,~~stock abeneficially ~~company~~owned ~~that~~by: ~~provides~~(i) ~~business~~all ~~consulting~~directors, ~~services~~naming tothem; ~~businesses~~(ii) ~~and~~our ~~individuals.~~named ~~Mr.~~executive ~~Gamache~~officers; is(iii) aour ~~former~~directors ~~President, Director~~ and ~~Treasurer~~executive ofofficers ~~Lake Victoria Mining Company. Currently Mr. Gamache serves~~ as ~~Director~~a ~~and Officer of the following companies: Kibo Resources Company Inc.~~group, ~~Microchannel~~without ~~Technologies~~naming ~~Corp.,~~them; and ~~Emergent~~(iv) ~~Energy~~persons ~~Corporation.~~or ~~Mr.~~groups ~~Gamache’s~~known ~~extensive~~by ~~experience~~us into ~~managing~~own ~~development~~beneficially ~~stage~~5% ~~public~~or ~~companies~~more ~~such as ours makes him particularly qualified to be part~~ of our ~~management~~voting ~~team~~securities.

~~Through~~A ~~October~~person ~~20,~~is ~~2009,~~deemed ~~our~~to ~~Board~~be ofthe ~~Directors~~beneficial ~~consisted~~owner of ~~Mr.~~securities ~~David~~that ~~Gamache~~can ~~and~~be ~~Mr.~~acquired ~~Mike~~by ~~Patton.~~him Onwithin ~~October~~60 20days from September 1, ~~2009~~2021, ~~Mr.~~upon ~~Mike~~the ~~Patton~~exercise ~~elected~~of tooptions, ~~resign~~warrants ~~due~~or to other ~~commitments~~convertible securities. ~~From~~Each ~~October~~beneficial 20owner’s percentage ownership is determined by assuming that convertible securities that are held by that beneficial owner, ~~2009~~but tonot ~~present~~those held by any other person, ~~our~~and ~~Board~~which ofare ~~Directors~~exercisable ~~has~~within ~~consisted~~60 days of ~~Mr.~~September ~~David~~20, ~~Gamache~~2021, have been exercised and converted.

Director Qualifications

Name and Address of Beneficial Owner

Office, if Any

Title of Class

Amount and
Nature of
Beneficial
Ownership

Percent of Class ⁽¹⁾

Officers and Directors

Steve A. Smith Jr.
495 Grand Boulevard, Unit 206, Miramar Beach, FL 32550

Director, Chief Executive Officer, Chief Financial Officer

Common Stock

20,000,000

53.7

Preferred Stock

96,408,783

All officers and directors as a group (1 person)

Common Stock

20,000,000

53.7

Preferred Stock

96,408,783

5%+ Security Holders

None

~~The~~(1) ~~Company~~In ~~believes~~determining the ~~Board~~percent ~~should~~of ~~encompass~~common astock ~~diverse~~beneficially ~~range~~owned ofby ~~talent,~~a ~~skill~~person ~~and~~or ~~expertise~~entity, ~~sufficient~~(a) tothe ~~provide~~numerator ~~sound~~is ~~and~~the ~~prudent~~number ~~guidance~~of ~~with~~shares ~~respect~~beneficially toowned ~~the~~by ~~Company's~~such ~~operations~~person ~~and~~or ~~interests.~~entity, ~~Each~~including ~~director~~shares ~~also~~which ismay ~~expected~~be ~~to:~~acquired ~~exhibit~~by ~~high~~that ~~standards~~person ofwithin ~~integrity,~~60 ~~commitment~~days ~~and~~of ~~independence~~September of20, ~~thought~~2021, ~~and~~upon ~~judgment;~~the ~~use~~conversion ~~his~~of orPreferred ~~her~~Series ~~skills~~AA, and ~~experiences~~(b) tothe ~~provide~~denominator ~~independent~~is ~~oversight to~~ the ~~business~~sum of (i) the ~~Company;~~total ~~participate~~shares inof acommon ~~constructive~~stock ~~and~~outstanding ~~collegial~~on ~~manner;~~September be20, ~~willing~~2021 to(120,595,979 ~~devote~~shares), ~~sufficient~~and ~~time~~(ii) tothe ~~carrying~~total ~~out~~number ~~their~~of ~~duties~~shares ~~and~~that ~~responsibilities effectively; devote~~ the ~~time~~beneficial ~~and~~owner ~~effort~~may ~~necessary~~acquire towithin ~~learn~~60 ~~the~~days ~~business~~ of ~~the~~September ~~Company~~20, ~~and~~2021, ~~the~~upon ~~Board;~~exercise ~~and~~of ~~represent~~Preferred ~~the~~Series ~~long-term~~AA ~~interests~~(96,408,783 ~~of all shareholders~~shares).

~~The~~TRANSACTIONS ~~Board~~WITH ~~has~~RELATED determined that the Board of Directors as a whole must have the right diversity, mix of characteristics and skills for the optimal functioning of the Board in its oversight of the Company. The Board believes it should be comprised of persons with skills in areas such as: finance; real estate; banking; strategic planning; human resources and diversity; leadership of business organizations; and legal matters. The Board may also consider in its assessment of the Board's diversity, in its broadest sense, reflecting, but not limited to, age, geography, gender and ethnicity. PERSONS

InTransactions ~~addition~~with toRelated ~~the~~Persons ~~targeted skill areas, the Board looks for a strong record of achievement in key knowledge areas that it believes are critical for directors to add value to the Board, including:~~

•SEC rules require us to disclose any transaction or currently proposed transaction in which the Company is a participant and in which any related person has or will have a direct or indirect material interest involving the lesser of $120,000 or one percent (1%) of the average of the Company’s total assets as of the end of last two completed fiscal years. A related person is any executive officer, director, nominee for director, or holder of 5% or more of the Company’s common stock, or an immediate family member of any of those persons.

Strategy—knowledge of the Company business model, the formulation of corporate strategies, knowledge of key competitors and markets;

•

Leadership—skills in coaching and working with senior executives and the ability to assist the Chief Executive Officer;

•

Organizational Issues—understanding of strategy implementation, change management processes, group effectiveness and organizational design;

•

Relationships—understanding how to interact with investors, accountants, attorneys, management companies, analysts, and communities in which the Company operates;

•

Functional—understanding of finance matters, financial statements and auditing procedures, technical expertise, legal issues, information technology and marketing; and

•On January 25, 2020, Duke Mountain Resources, Inc. and Atlas Capital Partners, Inc. entered into a Share Purchase and Assignment of Debt Agreement. Pursuant to that Agreement, Atlas Capital Partners, with the agreement of its creditor Emerald Coast Investments, Inc., was sold to Duke Mountain Resources. In return for such sale, Duke Mountain agreed to pay off all of the debt Atlas Capital Partners owed to Emerald Coast Investments. Later, the company was discarded by XFC as it was found that it did not possess the intellectual property and requisite contracts to assist XFC in its business.

~~Ethics—~~On November 20, 2020, the ~~ability~~Company toentered ~~identify~~into ~~and~~a ~~raise~~note ~~key~~receivable, ~~ethical~~with ~~issues~~Emerald ~~concerning~~Coast Investments Inc., of which Mr. Steve Smith, the ~~activities~~Company’ s Chief Executive officer, is principal. The Note is for a term of 5 years and is non-interest bearing. The balance of the receivable on December 31, 2020, was $65,000.

~~Company~~During ~~and~~the ~~senior~~year ~~management~~ended asDecember ~~they~~31, ~~affect~~2020, ~~the~~Emerald ~~business~~Coast ~~community~~Investments, Inc., has been paid $173,400 in fees for services and ~~society.~~were issued 240,000,000 shares of the Company.

~~Nomination Procedures.~~ The Company ~~has~~recorded noamounts ~~nominating~~due ~~committee,~~to ~~and~~related ~~all~~party ~~nominating~~advances ~~functions are handled directly by the full Board~~ of ~~Directors~~$17, ~~which the Board believes is the most effective and efficient approach~~070, ~~based~~for onaccounts ~~the size of the Board and the current and anticipated operations and needs of the Company~~payable. AsFor ~~outlined above in selecting a qualified nominee,~~ the ~~Board~~year ~~considers~~ended ~~such~~December factors as it deems appropriate which may include: the current composition of the Board; the range of talents of the nominee that would best complement those already represented on the Board; the extent to which the nominee would diversify the Board; the nominee's standards of integrity31, ~~commitment and independence of thought and judgment; and the need for specialized expertise. Applying these criteria~~2019, the ~~Board~~amounts ~~considers~~due candidates for Board membership suggested by its members, as well as management and shareholders. Shareholders of record may nominate directors in accordance with the Company's bylaws which require among other items notice sent to ~~the Company's Secretary not less than 60 days prior to~~ a ~~shareholder~~related ~~meeting~~party ~~that will include the election of board members. No nominations other than those made by the Board~~ were ~~received~~$16,870 for ~~the~~accounts ~~2010 Annual Shareholder Meeting~~payable.

~~Meetings~~Promoters ofand ~~the~~Certain ~~Board~~Control ~~of Directors~~Persons

Our directors are expected to attend meetings of the Board. Our directors are expected to spend the time needed at each meeting and to meet as frequently as necessary to properly discharge their responsibilities. We ~~encourage~~did ~~members of our Board of Directors to attend annual meetings of stockholders, but we do~~ not have aany ~~formal~~promoters ~~policy~~at ~~requiring~~any ~~them~~time ~~to do so. Our Board of Directors met two times and acted by unanimous written Minutes two times~~ during the ~~year~~past ~~ending~~five ~~December 31,~~fiscal ~~2009~~years. ~~On October 20, 2009, Mr. Mike Patton elected to resign due to other commitments. From October 20, 2009 to present, our Board of Directors has consisted of Mr. David Gamache.~~

Director ~~Compensation~~Independence

Our ~~President~~board ~~was~~of ~~compensated~~directors ~~$9,000~~currently ~~for~~consists ~~serving~~of asone ~~such~~member. inWe ~~2009. This~~are isnot acurrently ~~monthly~~subject ~~fee~~to ofany ~~$750.~~law, ~~There~~rule isor noregulation ~~employment,~~requiring ~~management~~that all or ~~consulting~~any ~~agreement~~portion inof ~~effect~~our board of directors include “independent” directors.

Director Liability and Indemnification

Our officers and directors are indemnified as provided by the Nevada Revised Statutes and our bylaws.

Under the governing Nevada statutes, director immunity from liability to a company or its shareholders for monetary liabilities applies automatically unless it is specifically limited by a company’s articles of incorporation. Our Articles of Incorporation do not contain any limiting language regarding director immunity from liability. Excepted from this immunity are:

a willful failure to deal fairly with the company or its shareholders in connection with a matter in which the director has a material conflict of interest;

a violation of criminal law (unless the director had reasonable cause to believe that his or her conduct was lawful or no reasonable cause to believe that his or her conduct was unlawful);

a transaction from which the director derived an improper personal profit; and

willful misconduct.

Our bylaws provide that we will indemnify our directors and officers to the fullest extent not prohibited by Nevada law; provided, however, that we may modify the extent of such indemnification by individual contracts with our directors and officers; and, provided further, that we shall not be required to indemnify any director or officer in connection with any proceeding (or part thereof) initiated by such person unless:

such indemnification is expressly required to be made by law;

·XTREME FIGHTING CHAMPIONSHIPS, INC.

~~the~~INDEX ~~proceeding~~TO ~~was~~CONSOLIDATED ~~authorized~~FINANCIAL ~~by our board of directors;~~ STATEMENTS



Unaudited Balance Sheets as of September 30, 2021 and 2020	35

Unaudited Statements of Operations for the Three and Nine Months Ended September 31, 2021 and 2020	36

Unaudited Statements of Changes in Stockholders’ Deficit for Nine Months Ended September 30, 2021 and 2020	37

Unaudited Statements of Cash Flows for Nine Months Ended September 30, 2021 and 2020	38

Notes to Unaudited Financial Statements for Period Ended September 30, 2021	39

Report of Independent Public Accounting Firm	44

Report of Independent Public Accounting Firm	45

Audited Balance Sheets as of December 31, 2020 and 2019	46

Audited Statements of Operations for the Year Months Ended December 31, 2020 and 2019	47

Audited Statements of Changes in Stockholders’ Deficit for Year Ended December 31, 2020 and 2019	48

Audited Statements of Cash Flows for Year Ended December 31, 2020 and 2019	49

Notes to Audited Financial Statements for Year Ended December 31, 2020 and 2019	50

such indemnification is provided by us, in our sole discretion, pursuant to the powers vested in us under Nevada law; or

such indemnification is required to be made pursuant to the bylaws.

Our bylaws provide that we will advance to any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he is or was a director or officer of the company, or is or was serving at the request of the company as a director or executive officer of another company, partnership, joint venture, trust or other enterprise, prior to the final disposition of the proceeding, promptly following request therefore, all expenses incurred by any director or officer in connection with such proceeding upon receipt of an undertaking by or on behalf of such person to repay said amounts if it should be determined ultimately that such person is not entitled to be indemnified under our bylaws or otherwise.

Our bylaws provide that no advance shall be made by us to an officer of the company, except by reason of the fact that such officer is or was a director of the company in which event this paragraph shall not apply, in any action, suit or proceeding, whether civil, criminal, administrative or investigative, if a determination is reasonably and promptly made: (a) by the board of directors by a majority vote of a quorum consisting of directors who were not parties to the proceeding, or (b) if such quorum is not obtainable, or, even if obtainable, a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, that the facts known to the decision-making party at the time such determination is made demonstrate clearly and convincingly that such person acted in bad faith or in a manner that such person did not believe to be in or not opposed to the best interests of the company.

We do not have an audit, compensation or nominating committee.

Legal Proceedings

During the past ten years none of our directors, executive officers, promoters or control persons has been:

• the subject of any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time;

• convicted in a criminal proceeding or is subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);

• subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities;

• found by a court of competent jurisdiction (in a civil action), the Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law;

• the subject of any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of:

(i) Any Federal or State securities or commodities law or regulation; or

(ii) Any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order; or

(iii) Any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity.

~~• any~~XTREME ~~federal~~FIGHTING ~~or state judicial or administrative proceedings based on violations of federal or state securities~~CHAMPIONSHIPS, ~~commodities, banking or insurance laws and regulations, or any settlement to such actions (excluding settlements between private parties); and~~INC.

~~• any~~Consolidated ~~disciplinary~~Balance ~~sanctions or orders imposed by a stock, commodities or derivatives exchange or other self-regulatory organization.~~Sheets

Communications with the Board of Directors

		September 30, 2021	December 31, 2020
		(Unaudited)
ASSETS
CURRENT ASSETS
	Cash	$ -	$ 13,049
	Due from Related Party	65,000	78,049

	TOTAL CURRENT ASSETS	65,000	78,049

Property and Equipment, net		12,445	12,445
Intangible assets – net		11,383,628	12,253,610

TOTAL ASSETS		$ 11,461,073	$ 12,344,104

LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)

CURRENT LIABILITIES
	Accounts payable and accrued expenses	$ 49,062	$ 37,330
	Bank overdraft	534	-
	Due to related party	17,987	17,070
	Convertible debt, net of discount, unamortized	687,515	579,118
	Stock subscription payable	17,987	17,987
	Unearned revenue	785,486	123,900

	TOTAL CURRENT LIABILITIES	1,558,571	775,405

	TOTAL LIABILITIES	1,558,571	775,408

STOCKHOLDERS’ EQUITY (DEFICIT)
	Preferred stock - $0.001 par value, 2 shares authorized: 2 and 0 shares issued and outstanding, respectively	1	1
	Common stock - $0.001 par value, 76,000,000 shares authorized: 52,219,413 and 202,180,000 shares issued and outstanding, respectively	99,816	99,816
	Additional paid-in capital	46,715,387	46,715,387
	Accumulated deficit	(36,912,702)	(35,246,505)

	TOTAL STOCKHOLDERS’ EQUITY (DEFICIT)	9,902,502	11,568,699

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)		$ 11,461,073	$ 12,344,104

~~Stockholders~~The ~~who~~accompanying ~~wish~~notes toare ~~communicate~~an ~~with~~integral ~~the~~part ~~Board~~ of ~~Directors~~these ~~may~~consolidated dofinancial ~~so by addressing their correspondence to the Board of Directors at Duke Mountain Resources, Inc~~statements., Attention: Corporate Secretary, 6805 Sundance Trail, Riverside, CA, 92506. The Board of Directors has approved a process pursuant to which the Corporate Secretary shall review and forward correspondence to the appropriate director or group of directors for response

Code of Ethics

We have adopted a Code of Conduct and Ethics that applies to our principal executive officer or principal financial officer, or persons performing similar functions, as well as to all our directors, officers and employees. Our Code of Conduct and Ethics is posted on our Internet website. Our Internet website is www.dukemountain.com. We intend to post on our website any amendment to, or waiver from, any provision of our Code of Conduct and Ethics that applies to our principal executive officer, principal financial officer, principal accounting or other persons performing similar functions that relates to any element of our Code regarding: (1) honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships; (2) full, fair, accurate, timely and understandable disclosure in our reports and other filings with the SEC or our public communications; (3) compliance with applicable governmental laws, rules and regulations; (4) prompt internal reporting of the violations of our code to an appropriate person identified in our code; and (5) accountability for adherence to our code.

Director Independence

We are not listed on a US securities exchange and, therefore, not subject to the corporate governance requirements of any such exchange, including those related to the independence of directors. Under the NASDAQ rules, a majority of the board of directors must be comprised of independent directors as defined in NASDAQ Rule 4200. Under NASDAQ Rule 4200(a)(15), an “Independent Director” means a person other than an executive officer or employee of the company or any other individual having a relationship which, in the opinion of the issuer's board of directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. The rule then sets forth a list of persons who are not considered independent under these rules. Audit committee members are subject to additional, more stringent requirements under NASDAQ Rule 4350(d). Audit committee members must: (i) be independent as defined under Rule 4200; (ii) meet the criteria for independence set forth in Rule 10A-3(b)(1) under the 1934 Act (subject to the exemptions provided in 1934 Act Rule 10A-3(c)); (iii) not have participated in the preparation of the financial statements of the company or any current subsidiary of the company at any time during the past three years; and (iv) be able to read and understand fundamental financial statements, including a company's balance sheet, income statement, and cash flow statement. None of our current directors can be deemed independent under the NASDAQ rules and our company does not have separately designated audit, compensation or nominating committees.

EXECUTIVE COMPENSATION

The responsibility for establishing, administering and interpreting our policies governing the compensation and benefits for our executive officers lies with our Board of Directors. In this connection the Board has not retained the services of any compensation consultants.

The goals of our executive compensation program are to attract, motivate and retain individuals with the skills and

~~qualities~~XTREME ~~necessary~~FIGHTING ~~to support and develop our business within the framework of our small size and available resources. In 2009~~CHAMPIONSHIPS, ~~we designed our executive compensation program to achieve the following objectives:~~INC.

·Consolidated Statements of Operations

~~attract and retain executives experienced in developing and delivering products such as our own;~~(Unaudited)

	For the Three Months Ended September 30,		For the Nine Months Ended September 30,
	2021	2020	2021	2020
Revenues, net	$ 345,765	$ -	$ 382,363	$ -

Total revenues	345,765	-	382,363	-

Operating expenses:
General and administration	237,453	42,262	1,145,556	4,765,560
Professional fees		366,041		366,041
Amortization		1,157,523		1,736,284
Depreciation and amortization	289,994	-	869,982	-
Total operating expenses	527,447	1,565,826	2,015,538	6,867,885

Loss from operations	(181,682)	(1,565,826)	(1,633,175)	(6,867,885)

Other income (expense)
Gain on debt forgiveness	-	-	-	-
Interest expense	(11,003)	(239,965)	(33,009)	(239,965)
Interest income	-	-	-	-
Total other income (expense)	(11,003)	(239,965)	(33,009)	(239,965)

Net income (loss)	$ (192,685)	$ (3,065,826)	$ (1,666,184)	$ (8,367,885)

Net loss per share (basic and diluted)	$ (0.00)	$ (0.05)	$ (0.01)	$ (0.06)

Weighted average shares outstanding	144,362,797	64,248,570	144,362,797	145,422,722

~~motivate~~The ~~and~~accompanying ~~reward~~notes ~~executives~~are ~~whose~~an ~~experience~~integral ~~and~~part ~~skills~~of ~~are~~these ~~critical~~consolidated tofinancial ~~our success;~~statements.

reward performance; and

align the interests of our executive officers and stockholders by motivating executive officers to increase stockholder value.

The following table shows, for the two-year period ended December 31, 2009, and the nine month period ended September 30, 2010, the cash compensation paid by the Company, as well as certain other compensation paid for such year, to the Company's executive officers. No executive officer of the Company had a total annual salary and bonus for 2009 and 2008 that exceeded $100,000.

Summary Compensation Table

Name and principal position (a)	Year December 31, (b)	Salary ($) (c)	Bonus ($) (d)	Stock awards ($) (e)	Option awards ($) (f)	Non-equity incentive plan compensation ($) (g)	Non-qualified deferred compensation earnings ($) (h)	All other compensation (1)($) (i)	Total ($) (j)
David Gamache President, CEO, CFO and Director	2010(2) 2009 2008	$0 $0 $0	$0 $0 $0	$0 $0 $0	$0 $0 $0	$0 $0 $0	$0 $0 $0	$4,500 $9,000 $1,875	$4,500 $9,000 $1,875
Mike Patton Director(3)	2009 2008	$0 $0	$0 $0	$0 $0	$0 $0	$0 $0	$0 $0	$0 $0	$0 $0

(1) Mr. Gamache was compensated $1,875 and $9,000 from mid September 2008 to December 31, 2008, and 2009, respectively. This is a monthly fee of $750. There is no employment, management or consulting agreement in effect nor is there an agreement in place to convert debt to equity between us and any of our officers and directors.

(2) Through September 30, 2010.

(3) On October 20, 2009, Mr. Mike Patton elected to resign due to other commitments.

Stock Option Grants in Last Fiscal Year

No options were granted to any of our officers and directors in the years ended December 31, 2009 and 2008, or during the nine months ended September 30, 2010.

Aggregated Option Exercises During Last Fiscal Year and Year End Option Values

There were no unexercised options held by any of our officers or directors at September 30, 2010.

Changes in Control

There are no understandings or agreements, aside from the transaction completed and described under “Transactions with Related Persons, Promoters and Certain Control Persons” known by us at this time which would

result in a change in control. If such transactions are consummated, of which there can be no assurance, we may issue a significant number of shares of capital stock which could result in a change in control and/or a change in our current management.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

The following table sets forth, as of September 30, 2010, the beneficial ownership of the Company's Common Stock by each director and executive officer of the Company and each person known by the Company to beneficially own more than 5% of the Company's Common Stock outstanding as of such date and the executive officers and directors of the Company as a group.

Number of Shares

Person or Group

of Common Stock

Percentage

Herdev S. Rayat

10,000,000

82%

300-3466 West Broadway

Vancouver, BC V6R 2B3

David Gamache

3,000

0.02%

6805 Sundance Trail

Riverside, CA 92506

Mike Patton

Irvine, CA

Directors and Executive Officers

3,000

0.02%

as a group (2 persons)

TRANSACTIONS WITH RELATED PERSONS, PROMOTERS AND CERTAIN CONTROL PERSONS

Related Transactions

During the second fiscal quarter of 2009, the Company generated $1,520 of income through Hardin Marine Arrowhead. We provided website consulting services to Hardin Marine Arrowhead and the Allen Lee Group developed and implemented the web design changes. This was a one-time event due to our Chief Executive Officer and President, David Gamache, being associated with Hardin Marine Arrowhead and the Allen Lee Group. As a result the Company has reclassified the amount from revenue to Other Income from related party during the year ended December 31, 2009. Please refer to “Executive Compensation.”

Review, Approval or Ratification of Related Party Transactions

We do not maintain a formal written procedure for the review and approval of transactions with related persons. It is our policy for the disinterested members of our board to review all related party transactions on a case by case basis. To receive approval, a related-party transaction must have a business purpose for us and be on terms that are fair and reasonable to us and as favorable to us as would be available from non-related entities in comparable transactions.

~~DESCRIPTION~~XTREME OFFIGHTING ~~SECURITIES~~CHAMPIONSHIPS, INC.

~~General~~Consolidated Statements of Stockholders’ Equity (Deficit)

WeFor ~~are~~the ~~authorized~~Nine toMonths ~~issue~~Ended upSeptember ~~to 76~~30,~~000,000~~ ~~shares of common stock, $0.001 par value per share.~~2021

As of September 30, 2010, a total of 12,180,000 shares of our common stock were issued and outstanding; no shares of preferred stock were issued and outstanding. All of the outstanding and issued capital stock is, and will be, fully paid and non-assessable.(Unaudited)

Common Stock

	Preferred Stock		Common Stock		Additional Paid-in Capital	Accumulated Deficit	Total
	Shares	Amount	Shares	Amount	Additional Paid-in Capital	Accumulated Deficit	Total
Balance, December 31, 2020	2	1	99,815,716	99,816	$ 46,715,387	$(35,246,505)	$11,568,699
Net loss for the three months ended March 31, 2021	-	-	-	-	-	(887,029)	(887,029)

Balance, March 31, 2021	2	1	99,815,716	99,816	46,715,387	(36,133,534)	10,681,670
Net loss for the three months ended June 30, 2021	-	-	-	-	-	(586,483)	(586,483)

Balance, June 30, 2021	2	1	99,815,716	99,816	46,715,387	(36,720,017)	10,095,187
Net loss for the three months ended September 30, 2021	-	-	-	-	-	(192,685)	(192,685)

Balance, September 30, 2021	2	1	99,815,716	$ 99,816	$ 46,715,387	$(36,912,702)	$ 9,902,502

Balance, December 31, 2019	-	-	202,180,000	$202,180	$ 20,891,603	$(21,130,879)	$ (37,096)
Net loss for the three months ended March 31, 2020	-	-	-	-	-	(200)	(200)

Balance, March 31, 2020	-	-	202,180,000	202,180	20,891,603	(21,131,079)	(37,296)
Change in Control	2	1	(170,000,000)	(170,000)	169,999	-	-
Shares issued for acquisition of assets of Xtreme Fighting Championships, Inc.	-	-	16,655,002	16,655	23,133,798	-	23,150,453
Shares issued for services	-	-	3,384,411	3,384	4,699,773	-	4,703,157
Net loss	-	-	-	-	-	(5,301,859)	(5,301,859)

Balance, June 30, 2020	2	1	52,219,413	52,219	48,895,173	(26,432,938)	22,514,455
Shares issued from previous cancellation	-	-	16,640,040	16,640	(16,64)	-	-
Shares issued for cash received	-	-	5,000,000	5,000	1,760,000	-	1,765,000
Net loss for the three months ended September 30, 2021	-	-	-	-	-	(3,055,826)	(3,065,826)

Balance at September 30, 2020	2	1	73,859,453	$73,859	$ 50,638,533	$(29,488,764)	$31,213,629

The ~~holders~~accompanying ofnotes ~~common stock~~ are ~~entitled~~an tointegral ~~one~~part ~~vote per share. Our certificate~~ of ~~incorporation~~these ~~does~~consolidated ~~not~~financial ~~provide for cumulative voting~~statements. The holders of our common stock are entitled to receive ratably such dividends, if any, as may be declared by the board of directors out of legally available funds. Upon liquidation, dissolution or winding-up, the holders of our common stock are entitled to share ratably in all assets that are legally available for distribution. The holders of our common stock have no preemptive, subscription, redemption or conversion rights. The rights, preferences and privileges of holders of our common stock are subject to, and may be adversely affected by, the rights of the holders of any series of preferred stock, which may be designated solely by action of the board of directors and issued in the future.

Warrants

There are currently 775,000 Class A Warrants issued and outstanding. Each Class A Warrant gives its holder the right to purchase one share of common stock for $0.50 through October 31, 2012.

There are currently 775,000 Class B Warrants issued and outstanding. Each Class B Warrant gives its holder the right to purchase one share of common stock for $0.55 through October 31, 2012.

Shares Eligible For Future Sale

Future sales of a substantial number of shares of our common stock in the public market could adversely affect market prices prevailing from time to time. Under the terms of this offering, the shares of common stock offered may be resold without restriction or further registration under the Securities Act of 1933, except that any shares purchased by our “affiliates,” as that term is defined under the 1933 Act, may generally only be sold in compliance with Rule 144 under the 1933 Act.

Sale of Restricted Shares

Certain shares of our outstanding common stock were issued and sold by us in private transactions in reliance upon exemptions from registration under the 1933 Act and have not been registered for resale. Additional shares may be issued pursuant to outstanding warrants and options. Such shares may be sold only pursuant to an effective registration statement filed by us or an applicable exemption, including the exemption contained in Rule 144 promulgated under the 1933 Act.

At the date of this prospectus, we have outstanding 12,180,000 shares of common stock. Of these shares, approximately 775,000 are freely tradable by persons other than our affiliates, without restriction under the 1933 Act; and 11,405,000shares (inclusive of the 1,405,000 shares registered pursuant to the registration statement of which this prospectus is part) are restricted securities within the meaning of Rule 144 under the 1933 Act and may not be sold unless an exemption from the registration requirements of the 1933 Act is available (including Rule 144). As of September 30, 2010, a total of 10,000,000 (approximately 82% of the issued and outstanding) shares were held by, our former chief President and director, Herdev S. Rayat, which shares may only be sold publicly pursuant to Rule 144 to the extent available or pursuant to an effective registration statement as to such shares.

Rule 144

The SEC has recently adopted amendments to Rule 144 which became effective on February 15, 2008, and will apply to securities acquired both before and after that date. Under these amendments, a person who has beneficially owned restricted shares of our common stock for at least six months would be entitled to sell their securities provided that (i) such person is not deemed to have been one of our affiliates at the time of, or at any time during the three months preceding, a sale and (ii) we are subject to the 1934 Act periodic reporting requirements for at least three months before the sale.

Sales under Rule 144 by Affiliates

Persons who have beneficially owned restricted shares of our common stock for at least six (6) months but who are our affiliates at the time of, or at any time during the three months preceding, a sale, would be subject to additional restrictions, by which such person would be entitled to sell within any three-month period only a number of securities that does not exceed the greater of either of the following:

(a) 1% of the number of shares of common stock then outstanding, which will equal 121,180 shares as of the date of this Prospectus; or

(b) If the common stock is listed on a national securities exchange or on The NASDAQ Stock Market, the average weekly trading volume of the common stock during the four calendar weeks preceding the filing of a notice on Form 144 with respect to the sale.

Sales under Rule 144 by our affiliates are also limited by manner of sale provisions and notice requirements and to the availability of current public information about us.

Sales Under Rule 144 by Non-Affiliates

Under Rule 144, a person who is not deemed to have been one of our affiliates at the time of, or at any time during the three months preceding, a sale and who has beneficially owned the restricted ordinary shares proposed to be sold for at least six (6) months, including the holding period of any prior owner other than an affiliate, is entitled to sell their ordinary shares without complying with the manner of sale and volume limitation or notice provisions of Rule 144. We must be current in our public reporting if the non-affiliate is seeking to sell under Rule 144 after holding his ordinary shares between six (6) months and one year. After one year, non-affiliates do not have to comply with any other Rule 144 requirements.

Restrictions on the Use of Rule 144 by Shell Companies or Former Shell Companies

Historically, the SEC staff has taken the position that Rule 144 is not available for the resale of securities initially issued by companies that are, or previously were, blank check companies, to their promoters or affiliates despite technical compliance with the requirements of Rule 144. The SEC has codified and expanded this position in the amendments discussed above by prohibiting the use of Rule 144 for resale of securities issued by any shell companies (other than business combination related shell companies) or any issuer that has been at any time previously a shell company. The SEC has provided an important exception to this prohibition, however, if the following conditions are met:

The issuer of the securities that was formerly a shell company has ceased to be a

shell company;

The issuer of the securities is subject to the reporting requirements of Section 13

or 15(d) of the 1934 Act;

The issuer of the securities has filed all 1934 Act reports and material

required to be filed, as applicable, during the preceding 12 months (or such shorter period that the issuer was required to file such reports and materials), other than Form 8-K reports; and

At least one year has elapsed from the time that the issuer filed current Form 10

~~type information with the SEC reflecting its status as an entity that is not a shell~~ 40

~~company~~XTREME FIGHTING CHAMPIONSHIPS, INC.

AsNotes ~~we are a shell company, our restricted shares will not be able~~ to ~~be resold pursuant to Rule 144 as described above after we become subject to~~ the ~~reporting~~Consolidated ~~requirements~~Financial ~~of Section 13 or 15(d) of the 1934 Act.~~ Statements

The possibility that substantial amounts of our common stock may be sold under Rule 144 into the public market may adversely affect prevailing market prices for the common stock and could impair our ability to raise capital in the future through the sale of equity securities.(Unaudited)

~~SELLING~~NOTE ~~STOCKHOLDERS~~1 – DESCRIPTION OF BUSINESS

~~The~~Xtreme ~~table~~Fighting ~~below~~Championships ~~sets~~Inc., ~~forth~~FKA/Duke ~~information~~Mountain ~~concerning~~Resources, Inc. (“we”, “our”, the ~~resale~~“Company”), ofa Nevada corporation, was formed on May 3, 2006, and in the ~~shares~~sports entertainment and media business since 2020 that is a publicly traded Mixed Martial Arts (MMA) league, producing a wide range of ~~common~~live ~~stock~~fighting byevents ~~the~~that ~~Selling~~are ~~Stockholders~~broadcast via traditional networks, pay-per-view and online. WeMMA ~~will~~is ~~not~~a ~~receive~~full-contact ~~any~~combat ~~proceeds~~sport based on striking, grappling and ground fighting incorporating techniques from ~~the~~a ~~resale~~broad range of ~~the~~martial ~~common~~arts ~~stock~~and bycombat ~~the~~sports ~~Selling~~around ~~Stockholders~~the world.

~~The~~Previously, ~~Selling~~we ~~Stockholders~~were ~~may~~an ~~sell~~exploration ~~some,~~stage ~~all~~company orengaged ~~none~~in ofthe ~~their~~acquisition ~~shares.~~and Weexploration doof ~~not~~mineral ~~know~~properties ~~how~~and ~~long~~held ~~the~~certain ~~Selling~~leases ~~Stockholders~~and ~~will~~mining ~~hold~~claims ~~the~~under ~~shares~~our ~~offered~~two ~~hereunder~~subsidiaries, ~~before~~namely: ~~selling~~Duke ~~them.~~Mountain WeResources ~~currently have no agreements~~Canada, ~~arrangements~~Inc. orand ~~understandings~~Fostung ~~with~~Resources ~~the~~Ltd. ~~Selling~~These ~~Stockholders~~subsidiaries ~~regarding~~ceased ~~the~~operations ~~sale~~in of2014 ~~any~~and ofare ~~the~~not ~~shares~~currently ~~by them~~active.

~~The~~On ~~shares~~July ~~offered by this prospectus may be offered from time to time by the Selling Stockholders. As used in this prospectus~~13, ~~the term “selling stockholder” includes each of the Selling Stockholders listed below~~2020, ~~and any donee, pledgee, transferee or other successor in interest selling shares received after~~ the ~~date~~Company ofchanged ~~this~~its ~~prospectus~~name ~~from~~to aXtreme ~~selling~~Fighting ~~stockholder as a gift~~Championships, ~~pledge, or other non-sale related transfer~~Inc. The Selling Stockholders may have sold or transferred, in transactions exempt from the registration requirements of the 1933 Act, some or all of their shares since the date on which the information in the table is presented. Information about the Selling Stockholders may change over time.

~~For~~NOTE ~~the~~2 ~~purposes of the following table, the number of shares of our common stock beneficially owned has been determined in accordance with Rule~~– ~~13d-3~~SUMMARY ~~under~~OF ~~the~~SIGNIFICANT ~~1934~~ACCOUNTING Act, as amended, and such information is not necessarily indicative of beneficial ownership for any other purpose. Under Rule 13d-3, beneficial ownership includes any shares as to which a selling stockholder has sole or shared voting power or investment power and also any shares which that selling stockholder has the right to acquire within 60 days of the date of this prospectus through the exercise of any stock option, restricted stock unit, warrant or other rights.POLICIES

~~The~~Basis ~~following table also sets forth the name~~ of ~~each~~Presentation person who is offering the resale of shares of common stock by this prospectus, the number of shares of common stock beneficially owned by each person, the number of shares of common stock that may be sold in this offering and ~~the~~Use ~~number~~ of ~~shares of common stock each person will own after the offering, assuming they sell all of the shares offered.~~Estimates

	Shares Beneficially
	Owned Before This
	Offering (1)		Shares to be	Ownership After This Offering (3)
Name	Shares	Percentage	Offered (2)	Shares	Percentage
Bryan Bains	10,000	*	10,000	0	0%
Gurmeet Bains	5,000	*	5,000	0	0%
Azim Bhimani	10,000	*	10,000	0	0%
Adele Blady	2,500	*	2,500	0	0%
Murray Braaten	5,000	*	5,000	0	0%
Gavin Chong	7,500	*	7,500	0	0%
Satinder (Paul) Chohan	5,000	*	5,000	0	0%
John Costin	2,500	*	2,500	0	0%
Lambar & Biro Dhaliwal	40,000	*	40,000	0	0%
Victor Duarte	5,000	*	5,000	0	0%
Lori Dublanica	10,000	*	10,000	0	0%
Michael Fisher	25,000	*	25,000	0	0%
Shane Ivancoe	25,000	*	25,000	0	0%
Niele Jiwan	20,000	*	20,000	0	0%
Baledev (Bill) Johal	5,000	*	5,000	0	0%
Jag & Jageero Johl	40,000	*	40,000	0	0%
Kevin Ma	2,500	*	2,500	0	0%
Grant Mackney	25,000	*	25,000	0	0%
Mahmood Mangalji	40,000	*	40,000	0	0%
Nargis Manji	10,000	*	10,000	0	0%
Frank Mueller	10,000	*	10,000	0	0%
Kaiyo Nedd	10,000	*	10,000	0	0%
Indy Panchi	10,000	*	10,000	0	0%
Harmel S. Rayat	365,000	3%	365,000	0	0%
Jasvir S. Rayat	250,000	2%	250,000	0	0%
Kundan S. Rayat	250,000	2%	250,000	0	0%
Pritam Singh	75,000	*	75,000	0	0%
Mohinder Sull	40,000	*	40,000	0	0%
Mike Suleman	5,000	*	5,000	0	0%
Narinder Thouli	25,000	*	25,000	0	0%
Alnoor Virani	35,000	*	35,000	0	0%
Zeenat Virani	25,000	*	25,000	0	0%
Edmond Wong	5,000	*	5,000	0	0%
Hugh Yamazaki	5,000	*	5,000	0	0%
Total	1,405,000	11.6%	1,405,000	0	0%

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

* Less than 0.5%COVID-19

~~PLAN~~On OFMarch ~~DISTRIBUTION~~11, 2020, the World Health Organization announced that infections of the novel Coronavirus (COVID-19) had become pandemic, and on March 13, the U.S. President announced a National Emergency relating to the disease. There is a possibility of continued widespread infection in the United States and abroad, with the potential for catastrophic impact. National, state and local authorities have required or recommended social distancing and imposed or are considering quarantine and isolation measures on large portions of the population, including mandatory business closures. These measures, while intended to protect human life, are expected to have serious adverse impacts on domestic and foreign economies of uncertain severity and duration. Some economists are predicting the United States will soon enter a recession. The sweeping nature of the coronavirus pandemic makes it extremely difficult to predict how the Company’s business and operations will be affected in the longer run, but we expect that it may materially affect our business, financial condition and results of operations. The extent to which the coronavirus impacts our results will depend on future developments, which are highly uncertain and cannot be predicted, including new information which may emerge concerning the severity of the coronavirus and the actions to contain the coronavirus or treat its impact, among others. Moreover, the coronavirus outbreak has begun to have indeterminable adverse effects on general commercial activity and the world economy, and our business and results of operations could be adversely affected to the extent that this coronavirus or any other epidemic harms the global economy generally and/or the markets in which we operate specifically. Any of the foregoing factors, or other cascading effects of the coronavirus pandemic that are not currently foreseeable, could materially increase our costs, negatively impact our revenues and damage the Company’s results of operations and its liquidity position, possibly to a significant degree. The duration of any such impacts cannot be predicted.

~~Each~~The ~~Selling~~Company ~~Stockholder~~may ofincur ~~the~~significant ~~common~~delays ~~stock~~ and/or ~~any~~expenses ofin ~~their~~addition ~~pledgees~~to, ~~assignees~~impairing ~~and~~its ~~successors-in-interest~~ability ~~may,~~to ~~from~~secure ~~time~~additional financing, relating to ~~time,~~the ~~sell~~worldwide ~~any~~COVID-19 or(coronavirus) ~~all~~pandemic. ofIt ~~their~~is ~~shares~~presently ofunknown ~~common~~whether ~~stock~~and onto what extent the ~~Over~~Company’s supply chains may be affected if the ~~Counter~~pandemic ~~Bulletin~~persists ~~Board~~for oran ~~any~~extended ~~other~~period ~~stock~~of ~~exchange,~~time. ~~market~~The Company may incur significant delays or ~~trading~~expenses ~~facility~~relating onto such events outside of its control, which ~~the~~could ~~shares~~have ~~are~~a ~~traded~~material oradverse inimpact ~~private~~on ~~transactions~~its business, operating results and financial condition. ~~These~~ ~~sales~~The Company’s reliance on securing additional capital for its public company expenses may be atimpaired ~~fixed~~due orto ~~negotiated~~the ~~prices~~effect on the U. AS. ~~Selling~~financial ~~Stockholder~~markets. ~~may~~The ~~use~~inability ~~any~~to ~~one~~obtain orappropriate ~~more~~financing, ofmay ~~the~~affect ~~following~~its ~~methods~~compliance ~~when~~requirements ~~selling~~as ~~shares:~~a public company. The

ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;

block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction;

purchases by a broker-dealer as principal and resale by the broker-dealer for its account;

an exchange distribution in accordance with the rules of the applicable exchange;

privately negotiated transactions;

settlement of short sales entered into after the effective date of the registration statement of which this prospectus is a part;

broker-dealers may agree with the Selling Stockholders to sell a specified number of such shares at a stipulated price per share;

through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise;

·Company has been using its working capital from its operating subsidiaries, to support its public company expenses. The continued drain on its working capital have forced the Company to incur cutbacks, which may affect its future operating revenue as well as, its ability to continue operations.

aCash ~~combination~~and ofCash ~~any such methods of sale; or~~Equivalents

·The Company considers all highly liquid investments with a maturity of three months or less when acquired to be cash equivalents. The Company places its cash with a high credit quality financial institution. The Company’s account at this institution is insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $250,000. To reduce its risk associated with the failure of such financial institution, the Company evaluates at least annually the rating of the financial institution in which it holds deposits.

~~any~~Revenue ~~other~~Recognition ~~method~~and ~~permitted~~Unearned ~~pursuant to applicable law.~~Revenue

Revenue is recognized in accordance with ASC Topic 606, “Revenue from Contracts with Customers” (“Topic 606”). The ~~Selling~~Company ~~Stockholders~~performs ~~may~~the ~~also~~following ~~sell~~five ~~shares~~steps: ~~under~~(i) ~~Rule~~identify ~~144~~the ~~under~~contract(s) with a customer, (ii) identify the ~~1933~~performance ~~Act~~obligations in the contract, if(iii) ~~available~~determine the transaction price, ~~rather~~(iv) ~~than~~allocate ~~under~~the transaction price to the performance obligations in the contract, and (v) recognize revenue when (or as) the entity satisfies a performance obligation. The Company applies this ~~prospectus~~five-step model to arrangements that meet the definition of a contract under Topic 606, including when it is probable that the entity will collect the consideration it is entitled to in exchange for the goods or services it transfers to the customer. At contract inception, once the contract is determined to be within the scope of Topic 606, the Company evaluates the goods or services promised within each contract, related performance obligation and assesses whether each promised good or service is distinct. The Company recognizes as revenue, the amount of the transaction price that is allocated to the respective performance obligation when (or as) the performance obligation is satisfied. Revenues were derived primarily from sponsorship advertising.

~~Broker-dealers~~ ~~engaged~~Intangible by the Selling Stockholders may arrange for other broker-dealers to participate in sales. Broker-dealers may receive commissions or discounts from the Selling Stockholders (or, if any broker-dealer acts as agent for the purchaser of shares, from the purchaser) in amounts to be negotiated, but, except as set forth in a supplement to this Prospectus, in the case of an agency transaction not in excess of a customary brokerage commission in compliance with FINRA NASD Rule 2440; and in the case of a principal transaction a markup or markdown in compliance with NASD IM-2440.assets

InIntangible ~~connection~~assets ~~with~~include the ~~sale~~Company’s ofcontent ~~the~~library ~~common stock or interests therein, the Selling Stockholders may enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage in short sales~~ of ~~the~~fights ~~common~~1 ~~stock~~through in42 ~~the~~including ~~course~~background ofstories ~~hedging~~and the ~~positions~~XFC ~~they~~trademark, ~~assume. The~~purchased ~~Selling Stockholders may also sell shares of the common stock short~~ and ~~deliver~~recorded ~~these~~at ~~securities to close out~~ their ~~short~~acquisition ~~positions,~~cost. The orcontent ~~loan~~library orintangible ~~pledge~~assets ~~the~~are ~~common~~amortized ~~stock~~over toan ~~broker-dealers~~estimated ~~that~~useful inlife ~~turn~~of ~~may~~7 ~~sell these securities~~years. ~~The~~ ~~Selling~~Useful ~~Stockholders~~lives ~~may~~of ~~also~~intangible ~~enter~~assets ~~into~~are ~~option~~periodically orevaluated ~~other~~for ~~transactions~~reasonableness ~~with~~and ~~broker-dealers~~the orassets ~~other~~are ~~financial~~tested ~~institutions~~for orimpairment ~~the~~whenever ~~creation~~events ~~of one~~ or ~~more~~changes ~~derivative~~in ~~securities~~circumstances ~~which~~indicate ~~require~~that the ~~delivery~~carrying toamount ~~such broker-dealer or other financial institution of shares offered by this prospectus, which shares such broker-dealer or other financial institution~~ may ~~resell~~no ~~pursuant~~longer tobe ~~this prospectus (as supplemented or amended to reflect such transaction)~~recoverable.

~~The~~Goodwill ~~Selling Stockholders~~ and ~~any~~other ~~broker-dealers~~Intangible or agents that are involved in selling the shares may be deemed to be “underwriters” within the meaning of the 1933 Act in connection with such sales. In such event, any commissions received by such broker-dealers or agents and any profit on the resale of the shares purchased by them may be deemed to be underwriting commissions or discounts under the 1933 Act. Each Selling Stockholder has informed us that it does not have any written or oral agreement or understanding, directly or indirectly, with any person to distribute the Common Stock. In no event shall any broker-dealer receive fees, commissions and markups which, in the aggregate, would exceed eight percent (8%).Assets

WeIn ~~are~~accordance ~~required~~with toASC ~~pay~~350-30-65, ~~certain~~“Intangibles ~~fees~~- Goodwill and ~~expenses~~Others”, ~~incurred by~~ the Company ~~incident~~assesses to the ~~registration~~impairment of ~~the~~identifiable ~~shares. We~~intangibles ~~have~~whenever ~~agreed~~events toor ~~indemnify~~changes ~~the~~in ~~Selling~~circumstances ~~Stockholders~~indicate ~~against~~that ~~certain~~the ~~losses,~~carrying ~~claims,~~value ~~damages~~may ~~and~~not ~~liabilities,~~be ~~including liabilities under the 1933 Act~~recoverable.

~~Because~~Factors ~~Selling~~the ~~Stockholders~~Company ~~may~~considers ~~be deemed~~ to be ~~“underwriters”~~important within the meaning of the 1933 Act, they will be subject to the prospectus delivery requirements of the 1933 Act including Rule 172 thereunder. In addition, any securities covered by this prospectus which ~~qualify~~could ~~for~~trigger ~~sale~~an ~~pursuant~~impairment toreview ~~Rule~~include ~~144 under~~ the 1933 Act may be sold under Rule 144 rather than under this prospectus. There is no underwriter or coordinating broker acting in connection with the proposed sale of the resale shares by the Selling Stockholders.following:

We● ~~agreed~~Significant tounderperformance ~~keep~~relative ~~this prospectus effective until the earlier of (i) the date on which the shares may be resold by the Selling Stockholders without registration and without regard~~ to ~~any~~expected ~~volume~~historical ~~limitations by reason of Rule 144~~ or ~~any~~projected ~~other~~future ~~rule~~operating ofresults; ~~similar~~● ~~effect, (ii)~~Significant ~~all~~changes ofin the ~~shares~~manner ~~have been sold pursuant to this prospectus or Rule 144 under the 1933 Act or any other rule~~ of ~~similar~~use ~~effect, or (iii) the second year anniversary~~ of the ~~effective~~acquired ~~date~~assets ~~of the registration statement of which this prospectus is part. The resale shares will be sold only through registered~~ or ~~licensed brokers or dealers if required under applicable state securities laws. In addition, in certain states,~~ the ~~resale~~strategy ~~shares may not be sold unless they have been registered or qualified~~ for ~~sale in~~ the ~~applicable~~overall ~~state~~business; orand an● ~~exemption~~Significant ~~from~~negative ~~the~~industry ~~registration~~ or ~~qualification~~economic ~~requirement is available and is complied with~~trends.

~~Under~~When ~~applicable~~the ~~rules~~Company ~~and~~determines ~~regulations~~that ~~under~~the carrying value of intangibles may not be recoverable based upon the ~~1934~~existence ~~Act,~~of ~~any~~one ~~person~~or ~~engaged~~more inof the ~~distribution~~above indicators of impairment and the ~~resale~~carrying ~~shares~~value ~~may~~of ~~not~~the ~~simultaneously~~asset ~~engage~~cannot inbe ~~market~~recovered ~~making~~from ~~activities~~projected ~~with~~undiscounted ~~respect~~cash toflows, the ~~common~~Company ~~stock~~records ~~for~~an ~~the~~impairment ~~applicable~~charge. ~~restricted~~The ~~period,~~Company asmeasures ~~defined~~any inimpairment ~~Regulation~~based M,on ~~prior~~a projected discounted cash flow method using a discount rate determined by management to be commensurate with the ~~commencement~~risk ofinherent in the ~~distribution~~current business model. In ~~addition,~~Significant management judgment is required in determining whether an indicator of impairment exists and in projecting cash flows. There was no impairment loss recognized during the ~~Selling~~period ended September 30, 2021.

~~Stockholders~~Property ~~will be subject to applicable provisions of the 1934 Act~~ and the rules and regulations thereunder, including Regulation M, which may limit the timing of purchases and sales of shares of the common stock by the Selling Stockholders or any other person. We will make copies of this prospectus available to the Selling Stockholders and have informed them of the need to deliver a copy of this prospectus to each purchaser at or prior to the time of the sale (including by compliance with Rule 172 under the 1933 Act).Equipment

~~DISCLOSURE~~Property OFand ~~COMMISSION~~equipment ~~POSITION~~are ONcarried ~~INDEMNIFICATION~~at ~~FOR~~historical cost less accumulated depreciation. Depreciation is based on the estimated service lives of the depreciable assets and is calculated using the straight-line method. Expenditures that increase the value or productive capacity of assets are capitalized. Fully depreciated assets are retained in the venue equipment, and accumulated depreciation accounts until they are removed from service. When an asset is retired, sold or otherwise disposed of, the asset’s carrying amount and related accumulated depreciation are removed from the accounts and any gain or loss is included in operations. Repairs and maintenance are expensed as incurred.

~~SECURITIES~~The ~~ACT~~estimated ~~LIABILITIES~~useful lives of property and equipment are generally as follows:

~~Our~~Years ~~directors~~Venue ~~and~~equipment officers are indemnified by our bylaws against amounts actually and necessarily incurred by them in connection with the defense of any action, suit or proceeding in which they are a party by reason of being or having been our directors or officers or of our subsidiaries. Our articles of incorporation provide that none of our directors or officers shall be personally liable for damages for breach of any fiduciary duty as a director or officer involving any act or omission of any such director or officer. Insofar as indemnification for liabilities arising under the 1933 Act of 1933, as amended, may be permitted to such directors, officers and controlling persons pursuant to the foregoing provisions, or otherwise, we have been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the 1933 Act and is, therefore, unenforceable.3

InImpairment ~~the event that a claim for indemnification against such liabilities, other than the payment by us~~ of ~~expenses~~Long-Lived incurred or paid by such director, officer or controlling person in the successful defense of any action, suit or proceeding, is asserted by such director, officer or controlling person in connection with the securities being registered, we will, unless in the opinion of counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the 1933 Act and will be governed by the final adjudication of such issue.Assets

~~LEGAL~~The ~~MATTERS~~Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be fully recoverable, or at least annually. The Company recognizes an impairment loss when the sum of expected undiscounted future cash flows is less than the carrying amount of the asset. The amount of impairment is measured as the difference between the asset’s estimated fair value and its book value. The Company did not record any impairment charges during the period ended June 30, 2021.

~~The~~Fair ~~validity~~Value ofMeasurements ~~the~~and ~~shares~~Financial ~~of common stock offered hereby will be passed upon for by Sierchio & Company, LLP, 430 Park Avenue, Suite 702, New York, New York, 10022.~~Instruments

~~CHANGES~~The INCompany ~~AND~~follows ~~DISAGREEMENTS~~the ~~WITH~~provisions ~~ACCOUNTANTS~~of ONFASB ~~ACCOUNTING~~ASC ~~AND~~Topic ~~FINANCIAL~~820, ~~DISCLOSURE~~Fair Value Measurements, included in ASC Topic 820, Fair Value Measurements and Disclosures, for fair value measurements of financial assets and financial liabilities and for fair value measurements of nonfinancial items that are recognized or disclosed at fair value in the financial statements on a nonrecurring basis.

~~None~~ASC 820 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 describes three levels of inputs that may be used to measure fair value:

~~EXPERTS~~Level 1 – Quoted prices in active markets for identical assets or liabilities.

~~The~~Level ~~financial~~2 ~~statements~~– Observable ~~for~~inputs ~~the~~other ~~year~~than ~~ended~~Level ~~December~~1 31prices, ~~2009,~~such ~~included~~as inquoted ~~this~~prices ~~prospectus~~for ~~have~~similar ~~been~~assets ~~audited~~or byliabilities; ~~GBH~~or ~~CPAs,~~other ~~PC,~~inputs anthat ~~independent~~are ~~registered~~observable ~~public~~or ~~accounting~~can ~~firm,~~be ascorroborated ~~stated~~by inobservable ~~their~~market ~~report~~data ~~appearing~~for ~~herein~~substantially ~~and elsewhere in~~ the ~~registration~~full ~~statement,~~term ~~and~~of ~~are included in reliance upon~~ the ~~report~~assets ofor ~~such firm given upon their authority as experts in accounting and auditing~~liabilities.

~~The~~Level ~~financial~~3 ~~statements~~– Unobservable ~~for~~inputs ~~the~~that ~~year~~are ~~ended~~supported ~~December~~by ~~31,~~little ~~2008,~~or ~~included~~no inmarket ~~this~~activity ~~prospectus~~and ~~have~~that ~~been~~are ~~audited~~financial byinstruments ~~Peterson~~whose ~~Sullivan~~values ~~LLP,~~are andetermined ~~independent~~using ~~registered~~pricing ~~public accounting firm~~models, asdiscounted ~~stated~~cash inflow ~~their~~methodologies, ~~report~~or ~~appearing~~similar ~~herein and elsewhere in the registration statement~~techniques, ~~and~~as ~~are~~well ~~included~~as ininstruments ~~reliance~~for ~~upon~~which the ~~report~~determination of ~~such~~fair ~~firm~~value ~~given~~requires ~~upon~~significant ~~their~~judgment ~~authority~~or ~~as experts in accounting and auditing~~estimation.

The Company's financial instruments consist of cash accounts payable and convertible notes. The carrying amount of these financial instruments approximates fair value due either to length of maturity or interest rates that approximate prevailing market rates unless otherwise disclosed in these financial statements. The Company has no financial assets or liabilities that are measured on a recurring basis as of September 30, 2021.

Convertible debt

The Company records a beneficial conversion feature (“BCF”) related to the issuance of convertible notes that have conversion features at fixed or adjustable rates. The beneficial conversion feature for the convertible instruments is recognized and measured by allocating a portion of the proceeds as an increase in additional paid-in capital and as a reduction to the carrying amount of the convertible instrument equal to the intrinsic value of the conversion features.

~~ADDITIONAL~~The ~~INFORMATION~~beneficial conversion feature will be accreted by recording additional noncash interest expense over the expected life of the convertible notes.

WeStock ~~file~~Based current, quarterly and annual reports with the SEC on forms 8-K, 10-Q and 10-K. Our filings may be inspected and copied at the Public Reference Room maintained by the SEC at 100 F Street, N.E., Washington, D.C. 20549. You can obtain information about operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC also maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC at http://www.sec.gov. Copies of such material can be obtained from the public reference section of the SEC at prescribed rates.Compensation

~~For~~Stock-based ~~further~~compensation ~~information~~is ~~with~~accounted ~~respect~~for tobased uson ~~and~~the requirements of the ~~securities~~Share-Based ~~being~~Payment ~~offered~~Topic ~~hereby,~~of ~~reference~~ASC is718 ~~hereby~~which ~~made~~requires torecognition in the ~~registration~~consolidated ~~statement,~~financial ~~including~~statements of the ~~exhibits~~cost ~~thereto~~of employee and non-employee services received in exchange for an award of equity instruments over the ~~financial~~period ~~statements,~~the ~~notes~~employee or non-employee is required to perform the services in exchange for the award (presumptively, the vesting period). The ASC also requires measurement of the cost of employee and ~~schedules~~director ~~filed~~services asreceived ain ~~part~~exchange ~~thereof~~for an award based on the grant-date fair value of the award.

Earnings (Loss) per Common Share

Net income (loss) per common share is calculated in accordance with ASC Topic 260: Earnings per Share (“ASC 260”). Basic income (loss) per share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. In periods where the Company has a net loss, the computation of diluted net loss per share does not include dilutive common stock equivalents in the weighted average shares outstanding as their effect would be anti-dilutive.

Related Party Transactions

A party is considered to be related to the Company if the party directly or indirectly or through one or more intermediaries, controls, is controlled by, or is under common control with the Company. Related parties also include principal owners of the Company, its management, members of the immediate families of principal owners of the Company and its management and other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests. A party which can significantly influence the management or operating policies of the transacting parties or if it has an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests is also a related party.

Income Taxes

The Company accounts for income taxes pursuant to the provision of ASC 740-10, “Accounting for Income Taxes” (“ASC 740-10”) which requires, among other things, an asset and liability approach to calculating deferred income taxes. The asset and liability approach require the recognition of deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the carrying amounts and the tax bases of assets and liabilities. A valuation allowance is provided to offset any net deferred tax assets for which management believes it is more likely than not that the net deferred asset will not be realized.

The Company follows the provision of ASC 740-10 related to Accounting for Uncertain Income Tax Positions. When tax returns are filed, there may be uncertainty about the merits of positions taken or the amount of the position that would be ultimately sustained. In accordance with the guidance of ASC 740-10, the benefit of a tax position is recognized in the financial statements in the period during which, based on all available evidence, management believes it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions.

Tax positions that meet the more likely than not recognition threshold is measured at the largest amount of tax benefit that is more than 50 percent likely of being realized upon settlement with the applicable taxing authority. The portion of the benefit associated with tax positions taken that exceed the amount measured as described above should be reflected as a liability for uncertain tax benefits in the accompanying balance sheet along with any associated interest and penalties that would be payable to the taxing authorities upon examination.

The Company believes its tax positions are all more likely than not to be upheld upon examination. As such, the Company has not recorded a liability for uncertain tax benefits.

~~INDEX~~The TOCompany ~~FINANCIAL~~has ~~STATEMENTS~~adopted ASC 740-10-25, “Definition of Settlement,” which provides guidance on how an entity should determine whether a tax position is effectively settled for the purpose of recognizing previously unrecognized tax benefits and provides that a tax position can be effectively settled upon the completion and examination by a taxing authority without being legally extinguished. For tax positions considered effectively settled, an entity would recognize the full amount of tax benefit, even if the tax position is not considered more likely than not to be sustained based solely on the basis of its technical merits and the statute of limitations remains open. The federal and state income tax returns of the Company are subject to examination by the IRS and state taxing authorities, generally for three years after they are filed.

UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

Unaudited Consolidated Balance Sheets as of September 30, 2010 and December 31, 2009

Unaudited Consolidated Statements of Operations for the three and nine months ended September 30, 2010 and 2009 and for the Period from Inception (May 3, 2006) to September 30, 2010

Unaudited Consolidated Statements of Stockholders’ Equity from inception (May 3, 2006) to September 30, 2010

Unaudited Consolidated Statements of Cash Flows for the nine months ended September 30, 2010 and 2009 and for the Period from Inception (May 3, 2006) to September 30, 2010

Notes to Unaudited Consolidated Financial Statements

AUDITED CONSOLIDATED FINANCIAL STATEMENTS

Reports of Independent Registered Public Accounting Firms

Consolidated Balance Sheets as of December 31, 2009 and 2008

Consolidated Statements of Operations for the years ended December 31, 2009 and 2008and for the Period from Inception (May 3, 2006) to December 31, 2009

Consolidated Statements of Stockholders’ Equity from Inception (May 3, 2006) to December 31, 2009

Consolidated Statements of Cash Flows for the years ended December 31, 2009 and 2008and for the Period From Inception (May 3, 2006) to December 31, 2009

Notes to Consolidated Financial Statements

DUKE MOUNTAIN RESOURCES, INC. AND SUBSIDIARY

(An exploration stage company)

CONSOLIDATED BALANCE SHEETS

(Unaudited)

ASSETS
			September 30,		December 31,
			2010		2009
CURRENT ASSETS
	Cash and cash equivalents		$	240,821	$	276,383
	Prepaid expenses			0		7,000
		Total Current Assets		240,821		283,383
		TOTAL ASSETS	$	240,821	$	283,383
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
	Accounts payable and accrued liabilities		$	-	$	-
		Total Current Liabilities		-		-
		Total Liabilities		-		-
STOCKHOLDERS' EQUITY
	Common shares: $0.001 par value, 76,000,000
	shares authorized: 12,180,000 shares
	issued and outstanding, respectively			12,180		12,180
	Additional paid-in capital			519,820		519,820
	Deficit accumulated during the exploration stage			(291,179)		(248,617)
		Total Stockholders' Equity		240,821		283,383
		TOTAL LIABILITIES AND
		STOCKHOLDERS' EQUITY	$	240,821	$	283,383

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

F-1

DUKE MOUNTAIN RESOURCES, INC. AND SUBSIDIARY

(An exploration stage company)

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

												From Inception
			For the Three Months Ended				For the Nine Months Ended					On May 3, 2006
			September 30,				September 30,					to September 30,
			2010		2009		2010		2009			2010
REVENUES			$	-	$	-	$	-	$	-	$		-
OPERATING EXPENSES
	Impairment of mineral rights			-		-		-		25,000			40,000
	Bad debt expense			-		-		-		20,000			20,000
	Mineral exploration expense			-		-		-		-			40,404
	General and administrative			17,619		9,769		43,529		34,649			215,324
		Total Operating Expenses		17,619		9,769		43,529		79,649			315,728
LOSS FROM OPERATIONS				(17,619)		(9,769)		(43,529)		(79,649)			(315,728)
OTHER INCOME
	Other income			-		-		-		1,520			1,520
	Interest income			309		476		967		2,000			23,029
		Total Other Income		309		476		967		3,520			24,549
LOSS BEFORE INCOME TAXES				(17,310)		(9,293)		(42,562)		(76,129)			(291,179)
	Provision for income taxes			-		-		-		-			-
NET LOSS			$	(17,310)	$	(9,293)	$	(42,562)	$	(76,129)	$		(291,179)
BASIC AND DILUTED LOSS PER SHARE			$	(0.00)	$	(0.00)	$	(0.00)	$	(0.01)
WEIGHTED AVERAGE NUMBER OF SHARES
OUTSTANDING, BASIC AND DILUTED				12,180,000		12,180,000		12,180,000		12,180,000

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

F-2

DUKE MOUNTAIN RESOURCES, INC. AND SUBSIDIARY

(An exploration stage company)

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

from Inception (May 3, 2006) to September 30, 2010

(Unaudited)

							Deficit
							Accumulated
				Additional			During the		Total
	Common Stock			Paid-in			Development		Stockholders'
	Shares	Amount		Capital			Stage		Equity
Balances, May 3, 2006	-	$	-		$	-	$	-	$	-
Common stock issued for cash in private
placement, May 3, 2006	10,000,000		10,000			-		-		10,000
Common stock issued for cash in private
placement, May 19, 2006	1,000,000		1,000			49,000		-		50,000
Common stock issued for cash in private
placement, November 14, 2006	405,000		405			161,595		-		162,000
Net loss for the period ended
December 31, 2006	-		-			-		(12,704)		(12,704)
Balance, December 31, 2006	11,405,000		11,405			210,595		(12,704)		209,296
Common stock issued for cash in public
offering, August 29, 2007	760,000		760			303,240		-		304,000
Common stock issued for cash in public
offering, October 31, 2007	15,000		15			5,985		-		6,000
Net loss for the year
ended December 31, 2007	-		-			-		(69,547)		(69,547)
Balance, December 31, 2007	12,180,000		12,180			519,820		(82,251)		449,749
Net loss for the year
ended December 31, 2008	-		-			-		(67,877)		(67,877)
Balance, December 31, 2008	12,180,000		12,180			519,820		(150,128)		381,872
Net loss for the year
ended December 31, 2009	-		-			-		(98,489)		(98,489)
Balance, December 31, 2009	12,180,000		12,180			519,820		(248,617)		283,383
Net loss for the nine months
ended September 30, 2010	-		-			-		(42,562)		(42,562)
Balance, September 30, 2010	12,180,000	$	12,180		$	519,820	$	(291,179)	$	240,821

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

F-3

DUKE MOUNTAIN RESOURCES, INC. AND SUBSIDIARY

(An exploration stage company)

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

								From
								Inception on
				For the Nine Months Ended				May 3, 2006 to
				September 30,				September 30,
				2010		2009		2010
OPERATING ACTIVITIES
	Net loss			$	(42,562)	$	(76,129)	$	(291,179)
	Adjustments to reconcile net loss to
	net cash used in operating activities:
		Impairment of mineral rights			-		25,000		40,000
		Bad debt expense			-		20,000		20,000
	Changes in operating assets and liabilities:
		Prepaid expenses			7,000		-		-
		Accounts payable and accrued liabilities			-		-		-
			Net Cash Used in Operating Activities		(35,562)		(31,129)		(231,179)
INVESTING ACTIVITIES
	Note receivable				-		(20,000)		(20,000)
	Investment in mineral right				-		-		(40,000)
			Net Cash Used in Investing Activities		-		(20,000)		(60,000)
FINANCING ACTIVITIES
	Proceeds from public offering				-		-		310,000
	Proceeds from private placements				-		-		222,000
			Net Cash Provided by Financing Activities		-		-		532,000
		NET INCREASE (DECREASE) IN CASH			(35,562)		(51,129)		240,821
		CASH AT BEGINNING OF PERIOD			276,383		341,872		-
		CASH AT END OF PERIOD		$	240,821	$	290,743	$	240,821
SUPPLEMENTAL DISCLOSURES OF
	CASH FLOW INFORMATION
	CASH PAID FOR:
		Interest		$	-	$	-	$	440
		Income taxes		$	-	$	-	$	-

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

F-4

DUKE MOUNTAIN RESOURCES, INC. AND SUBSIDIARY

(An exploration stage company)

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 1 – BASIS OF PRESENTATION AND GOING CONCERN UNCERTAINTIES

Organization

Duke Mountain Resources, Inc. (the “Company"), a Nevada Corporation, was formed on May 3, 2006, with authorized capital of 76,000,000 shares of common stock, par value of $0.001 per share.

On September 21, 2007, the Company established a Canadian operating subsidiary, Duke Mountain Resources Canada, Inc. The Canadian operating subsidiary conducts all mineral exploration for Duke Mountain Resources, Inc. Duke Mountain Resources Canada, Inc. controls over 1,315 hectares of mineral claims. All mineral claims were transferred to the Canadian operating subsidiary Duke Mountain Resources Canada, Inc., on December 21, 2007, from the Company’s former President and Chief Executive Officer.

The accompanying consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary, Duke Mountain Resources Canada, Inc. The subsidiary holds title to all mineral claims and has no liabilities.

Duke Mountain Resources, Inc., together with its wholly-owned subsidiary, is an exploration stage company focused on the acquisition and exploration for gold, silver and base metal properties.

The accompanying unaudited interim consolidated financial statements, in the opinion of management, contain all adjustments (which are of a normal recurring nature) necessary to present fairly the financial position as of September 30, 2010, and December 31, 2009, the results of operations for the three months and nine months ended September 30, 2010 and 2009 and the period from May 3, 2006 (inception) through September 30, 2010, and cash flows for the nine months ended September 30, 2010, and 2009 and the period from May 3, 2006 (inception) to September 30, 2010. These results have been determined on the basis of generally accepted accounting principles and practices in the United States and applied consistently with those used in the preparation of the Company's 2009 audited financial statements.

Going Concern

The Company has not generated any revenues and has incurred an accumulated deficit of $291,179 since inception. The Company has incurred a loss of $42,562 during the nine months ended September 30, 2010. The Company faces all the risks common to companies in their early stages of development, including under capitalization and uncertainty of funding sources, high initial expenditure levels, uncertain revenue streams, and difficulties in managing growth. These factors raise substantial doubt regarding the ability of the Company to continue as a going concern. Continuation as a going concern is dependent upon achieving a profitable level of operations and on the ability of the Company to obtain necessary financing to fund ongoing operations. The Company’s financial statements do not reflect any adjustments that might result from the outcome of this uncertainty. The future of the Company hereafter will depend in large part on the Company’s ability to successfully raise capital from external sources to pay for planned expenditures and to fund operations.

To initially meet these objectives, the Company completed a private placement for gross proceeds of $222,000 during 2006 and a public financing of $310,000 during 2007, and continues to seek other sources of financing in order to support existing operations and expand the range and scope of its business. However, there are no assurances that any such financing can be obtained on acceptable terms, if at all.

Mineral Rights

Mineral rights consist of direct costs to obtain the mineral claims. If mineral right costs are capitalized and the Company determines it is not economically feasible to develop the claim, the costs are immediately expensed. Also, mineral rights costs are not capitalized at an amount more than the anticipated recovery from the claim area. Mineral rights costs associated with specific areas will be amortized as minerals are received from the areas. As of September 30, 2010, the Company has completed phase one of its exploration program on all three of its mineral claims. As a result of the unsatisfactory Phase 1 results, management decided not to further pursue the Goldstar, Waterloo, and Rosewall mineral claims and impaired $40,000 of the capitalized mineral rights associated with these three mineral claims during the year ended December 31, 2009.

NOTE 1 – BASIS OF PRESENTATION AND GOING CONCERN UNCERTAINTIES (CONTINUED)

Concentrations of Credit Risk

Occasionally, the Company has funds deposited in a financial institution in excess of amounts insured by the FDIC. At September 30, 2010, the Company had $0 on deposit in excess of insured amounts.

Earnings per Share and Potentially Dilutive Securities

Basic loss per share is computed by dividing the net loss by the weighted average number of common shares outstanding in the period. Diluted loss per share takes into consideration common shares outstanding (computed under basic earnings per share) and potentially dilutive securities. The Company has 1,550,000 in common stock equivalents outstanding as of September 30, 2010. These common stock equivalents are not included in the diluted earnings per share computation since they are anti dilutive due to the net loss of the Company for the periods presented.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

Recent Accounting Pronouncements

~~The~~Management ~~Company~~has ~~does~~considered ~~not~~all ~~expect any~~ recent accounting ~~standards~~pronouncements orissued ~~interpretations~~since ~~issued~~the orlast ~~recently~~audit ~~adopted~~of toour consolidated financial statements. The Company’s management believes that these recent pronouncements will not have a material ~~impact~~effect on the Company’s consolidated financial ~~position, operations or cash flows~~statements.

~~Reclassification~~NOTE of3 ~~Financial~~- ~~Statement~~GOING ~~Accounts~~CONCERN

~~Certain~~The ~~amounts~~accompanying inconsolidated financial statements are prepared assuming the ~~prior~~Company ~~periods~~will continue as a going concern. On September 30, 2021, the Company had an accumulated deficit of $36,720,917, negative working capital of $1,590,880 and net loss of $586,483 during the period ended June 30, 2021. These factors raise substantial doubt about the Company’s ~~comparative~~ability to continue as a going concern for one year from the issuance of the financial statements. ~~have~~The ~~been~~ability ~~reclassified~~of the Company to ~~conform~~continue as a going concern is dependent upon obtaining additional capital and financing. Management intends to attempt to raise additional funds by way of a public or private offering. While the ~~presentation~~Company believes in the ~~September~~viability 30of its strategy to raise additional funds, ~~2010~~there can be no assurances to that effect. Without additional capital, we will be unable to achieve our business objectives, and may be forced to curtail our operations, reduce headcount, and/or temporarily cease our operations until requisite capital is secured. The consolidated financial statements do not include any adjustments relating to classification of assets and liabilities that might be necessary should the Company be unable to continue as a going concern.

~~NOTE 2 – WARRANTS~~45

As of September 30, 2010, the following fully vested warrants were outstanding:

(a)

775,000 Class A warrants which entitle the holder to purchase 775,000 common shares of the Company at $0.50 each expiring on October 31, 2012

(b)

775,000 Class B warrants which entitle the holder to purchase 775,000 common shares of the Company at $0.55 each expiring on October 31, 2012.

No warrants were granted, exercised or expired in the nine months ended September 30, 2010. The warrants had no intrinsic value at September 30, 2010.

NOTE 3 – SUBSEQUENT EVENTS

In accordance with ASC 855-10, the Company’s management has reviewed all material events through the date of this report and there are no material subsequent events.

F-5

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and Board of Directors of

~~Duke~~Xtreme ~~Mountain~~Fighting ~~Resources~~Championships, Inc.

~~(An~~Opinion ~~Exploration~~on ~~Stage~~the ~~Company)~~Financial Statements

~~Riverside~~We have audited the accompanying consolidated balance sheet of Xtreme Fighting Championships, ~~California~~Inc. and its subsidiaries (collectively, the “Company”) as of December 31, 2020, and the related consolidated statements of operations, changes in stockholders’ equity (deficit), and cash flows for the year then ended, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2020, and the results of their operations and their cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States of America.

WeGoing ~~have~~Concern audited the accompanying consolidated balance sheet of Duke Mountain Resources, Inc. (an Exploration Stage Company) (the “Company”), as of December 31, 2009, and the related consolidated statements of operations, stockholders’ equity and cash flows for the year then ended and for the period from May 3, 2006 (Inception) through December 31, 2009. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audit. The consolidated financial statements for the period from May 3, 2006 (Inception) through December 31, 2008 were audited by other auditors whose report expressed an unqualified opinion on those consolidated financial statements. The consolidated financial statements for the period from May 3, 2006 (Inception) through December 31, 2008 include total revenues of $-0- and a net loss of $150,128, respectively. Our opinion on the consolidated statements of operations, stockholders’ equity and cash flows for the period from May 3, 2006 (Inception) through December 31, 2009, insofar as it relates to amounts from May 3, 2006 (Inception) through December 31, 2008, is based solely on the report of other auditors. Matter

WeThe ~~conducted~~accompanying ~~our~~financial ~~audit~~statements inhave ~~accordance~~been ~~with~~prepared ~~the~~assuming ~~standards~~that of the ~~Public~~ Company ~~Accounting~~will ~~Oversight~~continue ~~Board~~as ~~(United~~a ~~States)~~going concern. ~~Those~~As ~~standards~~discussed ~~require~~in ~~that~~Note we3 ~~plan and perform the audit~~ to ~~obtain reasonable assurance about whether~~ the ~~consolidated~~ financial statements, ~~are~~the ~~free~~Company ofhas ~~material~~suffered ~~misstatement.~~recurring ~~The~~losses ~~Company~~from isoperations ~~not~~and ~~required~~has toa ~~have,~~net ~~nor~~capital ~~were~~deficiency wethat ~~engaged~~raises tosubstantial ~~perform,~~doubt anabout ~~audit of~~ its ~~internal~~ability ~~control~~to ~~over~~continue ~~financial reporting. Our audit included consideration of internal control over financial reporting~~ as a ~~basis~~going ~~for~~concern. ~~designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company~~Management's ~~internal~~plans ~~control~~in ~~over~~regard ~~financial~~to ~~reporting.~~these ~~Accordingly,~~matters weare ~~express~~also nodescribed ~~such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures~~ in ~~the~~Note ~~consolidated~~3. The financial statements. Ando ~~audit~~not ~~also~~include ~~includes~~any ~~assessing~~adjustments ~~the~~that ~~accounting~~might ~~principles~~result ~~used~~from ~~and significant estimates made by management, as well as evaluating~~ the ~~overall~~outcome ~~consolidated~~of ~~financial~~this ~~statement presentation~~uncertainty. ~~We believe that our audit provides a reasonable basis for our opinion.~~

InBasis our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of Duke Mountain Resources, Inc. as of December 31, 2009 and the consolidated results of their operations and their consolidated cash flows for ~~the year then ended and for the period from May 3, 2006 (Inception) through December 31, 2009, in conformity with accounting principles generally accepted in the United States of America.~~ Opinion

~~The~~These ~~accompanying consolidated~~ financial statements ~~have~~are ~~been~~the ~~prepared~~responsibility ~~assuming~~of ~~that~~ the Company’s ~~will continue as a going concern~~management. AsOur ~~discussed~~responsibility inis ~~Note 1~~ to ~~the~~express ~~consolidated~~an ~~financial~~opinion ~~statements,~~on the Company’s ~~has~~financial ~~had~~statements nobased ~~revenues~~on ~~and~~our ~~has~~audit. ~~generated~~We ~~losses~~are ~~from~~a ~~operations~~public ~~since~~accounting ~~Inception.~~firm ~~Those~~registered ~~conditions~~with ~~raise~~the ~~substantial~~Public ~~doubt~~Company ~~about~~Accounting ~~the~~Oversight ~~Company’s~~Board ~~ability~~(United toStates) ~~continue~~("PCAOB") asand aare ~~going~~required ~~concern.~~to ~~Management’s~~be ~~plans~~independent inwith ~~regard~~respect to ~~those~~the ~~matters~~Company ~~are~~in ~~also~~accordance ~~described~~with inthe ~~Note 1~~U.S. ~~The~~federal ~~consolidated~~securities ~~financial~~laws ~~statements~~and dothe ~~not~~applicable ~~include~~rules ~~any~~and ~~adjustments~~regulations ~~that~~of ~~might~~the ~~result~~Securities ~~from~~and ~~the~~Exchange ~~outcome~~Commission ofand ~~this~~the ~~uncertainty~~PCAOB.

~~/s/~~We ~~GBH~~conducted ~~CPA’~~our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, PCwe express no such opinion.

Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.

/s/ MaloneBailey, LLP

www.malonebailey.com

We have served as the Company's auditor since 2021.

Houston, Texas

~~March~~September 1820, ~~2010~~2021

~~Report of Independent Registered Public Accounting Firm~~46

~~To the Board of Directors~~ 47

~~Duke Mountain Resources, Inc.~~48

~~Riverside, California~~49

We have audited the accompanying consolidated balance sheets of Duke Mountain Resources, Inc. and Subsidiary (an exploration stage company) as of December 31, 2008, and the related consolidated statements of operations, stockholders’ deficiency and cash flows for the year then ended and for the period from May 3, 2006 (date of inception) to December 31, 2008 (which period doesn’t appear herein). These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. 50

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. The Company has determined that it is not required to have, nor were we engaged to perform an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall consolidated financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. 51

InXTREME ~~our~~FIGHTING ~~opinion~~CHAMPIONSHIPS, ~~the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of Duke Mountain Resources, Inc~~INC. and Subsidiary (an exploration stage company) as of December 31, 2008 and the consolidated results of their operations and their consolidated cash flows for the year then ended and for the period from May 3, 2006 (date of inception) to December 31, 2008, in conformity with accounting principles generally accepted in the United States.

~~The~~FKA: ~~accompanying~~DUKE ~~financial~~MOUNTAIN ~~statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the consolidated financial statements~~RESOURCES, ~~the Company has experienced losses from operations since inception and has a deficit accumulated during the exploration stage~~INC. Those conditions raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans regarding these matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

~~/s/~~NOTES ~~Peterson~~TO ~~Sullivan~~CONSOLIDATED ~~LLP~~FINANCIAL STATEMENTS

~~Seattle,~~NOTE ~~Washington~~1 – DESCRIPTION OF BUSINESS

~~March~~Xtreme 23Fighting Championships Inc., ~~2009~~FKA/Duke Mountain Resources, Inc. (“we”, “our”, the “Company”), a Nevada corporation, was formed on May 3, 2006 and in the sports entertainment and media business since 2020 that is a publicly traded Mixed Martial Arts (MMA) league, producing a wide range of live fighting events that are broadcast via traditional networks, pay-per-view and online. MMA is a full-contact combat sport based on striking, grappling and ground fighting incorporating techniques from a broad range of martial arts and combat sports around the world.

~~F-6~~Previously, we were an exploration stage company engaged in the acquisition and exploration of mineral properties and held certain leases and mining claims under our two subsidiaries, namely: Duke Mountain Resources Canada, Inc. and Fostung Resources Ltd. These subsidiaries ceased operations in 2014 and are not currently active.

~~DUKE~~On ~~MOUNTAIN~~July ~~RESOURCES~~13, ~~INC.~~2020, ~~AND~~the ~~SUBSIDIARY~~Company changed its name to Xtreme Fighting Championships, Inc.

~~(An~~NOTE ~~Exploration~~2 ~~Stage~~– SUMMARY ~~Company)~~OF SIGNIFICANT ACCOUNTING POLICIES

~~Consolidated~~Basis ~~Balance~~of ~~Sheets~~Presentation and Use of Estimates

ASSETS
				December 31,		December 31,
				2009		2008
CURRENT ASSETS
	Cash and cash equivalents			$	276,383		$	341,872
	Prepaid expenses				7,000			-
		Total Current Assets			283,383			341,872
OTHER ASSETS
	Mineral rights, net of accumulated impairment of $40,000 and $-0-, respectively				-			40,000
		Total Other Assets			-			40,000
		TOTAL ASSETS		$	283,383		$	381,872
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
	Accounts payable and accrued liabilities			$	-		$	-
		Total Current Liabilities			-			-
		Total Liabilities			-			-
		COMMITMENTS AND CONTIGENCIES			-			-
STOCKHOLDERS' EQUITY
	Common shares: $0.001 par value, 76,000,000
	shares authorized: 12,180,000 shares
	issued and outstanding, respectively				12,180			12,180
	Additional paid-in capital				519,820			519,820
	Deficit accumulated during the exploration stage				(248,617)			(150,128)
			Total Stockholders' Equity		283,383			381,872
			TOTAL LIABILITIES AND
			STOCKHOLDERS' EQUITY	$	283,383		$	381,872

~~The accompanying notes are an integral part of these consolidated financial statements.~~COVID-19

FOn March 11, 2020, the World Health Organization announced that infections of the novel Coronavirus (COVID-719) had become pandemic, and on March 13, the U.S. President announced a National Emergency relating to the disease. There is a possibility of continued widespread infection in the United States and abroad, with the potential for catastrophic impact. National, state and local authorities have required or recommended social distancing and imposed or are considering quarantine and isolation measures on large portions of the population, including mandatory business closures. These measures, while intended to protect human life, are expected to have serious adverse impacts on domestic and foreign economies of uncertain severity and duration. Some economists are predicting the United States will soon enter a recession. The sweeping nature of the coronavirus pandemic makes it extremely difficult to predict how the Company’s business and operations will be affected in the longer run, but we expect that it may materially affect our business, financial condition and results of operations. The extent to which the coronavirus impacts our results will depend on future developments, which are highly uncertain and cannot be predicted, including new information which may emerge concerning the severity of the coronavirus and the actions to contain the coronavirus or treat its impact, among others. Moreover, the coronavirus outbreak has begun to have indeterminable adverse effects on general commercial activity and the world economy, and our business and results of operations could be adversely affected to the extent that this coronavirus or any other epidemic harms the global economy generally and/or the markets in which we operate specifically. Any of the foregoing factors, or other cascading effects of the coronavirus pandemic that are not currently foreseeable, could materially increase our costs, negatively impact our revenues and damage the Company’s results of operations and its liquidity position, possibly to a significant degree. The duration of any such impacts cannot be predicted.

~~DUKE MOUNTAIN RESOURCES, INC. AND SUBSIDIARY~~52

~~(An~~XTREME ~~Exploration~~FIGHTING ~~Stage~~CHAMPIONSHIPS, ~~Company)~~INC.

~~Consolidated~~FKA: ~~Statements~~DUKE ofMOUNTAIN ~~Operations~~RESOURCES, INC.

							From Inception
			For the Year Ended				on May 3, 2006
			December 31,				to December 31,
			2009		2008		2009
REVENUES			$	-	$	-	$	-
OPERATING EXPENSES
	Impairment of asset			40,000		-		40,000
	Bad debt expense			20,000		-		20,000
	Mineral exploration expense			-		40,404		40,404
	General and administrative			42,422		34,869		171,795
		Total Operating Expenses		102,422		75,273		272,199
LOSS FROM OPERATIONS				(102,422)		(75,273)		(272,199)
OTHER INCOME
	Other income-related party			1,520		-		1,520
	Interest income			2,413		7,396		22,062
		Total Other Income		3,933		7,396		23,582
LOSS BEFORE INCOME TAXES				(98,489)		(67,877)		(248,617)
	Provision for income taxes			-		-		-
NET LOSS			$	(98,489)	$	(67,877)	$	(248,617)
BASIC AND DILUTED LOSS PER SHARE			$	(0.01)	$	(0.00)
WEIGHTED AVERAGE NUMBER
OF SHARES OUTSTANDING, BASIC AND DILUTED				12,180,000		12,180,000

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

~~The~~NOTE ~~accompanying~~2 ~~notes~~– ~~are~~SUMMARY anOF ~~integral~~SIGNIFICANT ~~part~~ACCOUNTING ofPOLICIES ~~these consolidated financial statements.~~(continued)

FThe Company may incur significant delays and/or expenses in addition to, impairing its ability to secure additional financing, relating to the worldwide COVID-819 (coronavirus) pandemic. It is presently unknown whether and to what extent the Company’s supply chains may be affected if the pandemic persists for an extended period of time. The Company may incur significant delays or expenses relating to such events outside of its control, which could have a material adverse impact on its business, operating results and financial condition. The Company’s reliance on securing additional capital for its public company expenses may be impaired due to the effect on the U.S. financial markets. The inability to obtain appropriate financing, may affect its compliance requirements as a public company. The Company has been using its working capital from its operating subsidiaries, to support its public company expenses. The continued drain on its working capital have forced the Company to incur cutbacks, which may affect its future operating revenue as well as, its ability to continue operations.

DUKE MOUNTAIN RESOURCES, INC. AND SUBSIDIARY

(An Exploration Stage Company)

Consolidated Statements of Stockholders' Equity

						Deficit
				Additional		Accumulated		Total
	Common Stock			Paid-In		During the		Stockholders'
	Shares	Amount		Capital		Exploration Stage		Equity
Balance, May 3, 2006	-	$	-	$	-	$	-	$	-
Common stock issued for cash in
private placement, May 3, 2006	10,000,000		10,000		-		-		10,000
Common stock issued for cash in
private placement, May 19, 2006	1,000,000		1,000		49,000		-		50,000
Common stock issued for cash in
private placement, November 14, 2006	405,000		405		161,595		-		162,000
Net loss for the period ended
December 31, 2006	-		-		-		(12,704)		(12,704)
Balance, December 31, 2006	11,405,000		11,405		210,595		(12,704)		209,296
Common stock issued for cash in
public offering, August 29, 2007	760,000		760		303,240		-		304,000
Common stock issued for cash in
public offering October 31, 2007	15,000		15		5,985		-		6,000
Net loss for the year ended
December 31, 2007	-		-		-		(69,547)		(69,547)
Balance, December 31, 2007	12,180,000		12,180		519,820		(82,251)		449,749
Net loss for the year ended
December 31, 2008	-		-		-		(67,877)		(67,877)
Balance, December 31, 2008	12,180,000		12,180		519,820		(150,128)		381,872
Net loss for the year ended
December 31, 2009	-		-		-		(98,489)		(98,489)
Balance, December 31, 2009	12,180,000	$	12,180	$	519,820	$	(248,617)	$	283,383

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

F-9

DUKE MOUNTAIN RESOURCES, INC. AND SUBSIDIARY

(An Exploration Stage Company)

Consolidated Statements of Cash Flows

									From
									Inception on
					For the Year Ended				May 3, 2006 to
					December 31,				December 31,
					2009		2008		2009
OPERATING ACTIVITIES
	Net loss				$	(98,489)	$	(67,877)	$	(248,617)
	Adjustments to reconcile net loss to
	net cash used in operating activities:
		Impairment of mineral rights				40,000		-		40,000
		Bad debt expense				20,000		-		20,000
	Changes in operating assets and liabilities:
		Changes in prepaid expenses				(7,000)		-		(7,000)
			Net Cash Used in Operating Activities			(45,489)		(67,877)		(195,617)
INVESTING ACTIVITIES
	Note			receivable		(20,000)		-		(20,000)
	Investment in mineral right					-		-		(40,000)
			Net Cash Used in Investing Activities			(20,000)		-		(60,000)
FINANCING ACTIVITIES
	Proceeds from public offering					-		-		310,000
	Proceeds from private placements					-		-		222,000
			Net Cash Provided by Financing Activities			-		-		532,000
		NET INCREASE (DECREASE) IN CASH				(65,489)		(67,877)		276,383
		CASH AT BEGINNING OF PERIOD				341,872		409,749		-
		CASH AT END OF PERIOD			$	276,383	$	341,872	$	276,383
SUPPLEMENTAL DISCLOSURES OF
	CASH FLOW INFORMATION
	CASH PAID FOR:
				Interest	$	-	$	136	$	440
				Income taxes	$	-	$	-	$	-

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

F-10

DUKE MOUNTAIN RESOURCES, INC. AND SUBSIDIARY

(An Exploration Stage Company)

Notes to Consolidated Financial Statements

NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Business Organization

Duke Mountain Resources, Inc. (the “Company"), a Nevada Corporation, was formed on May 3, 2006 with authorized capital of 76,000,000 shares of common stock, par value of $0.001 per share.

On September 21, 2007, the Company established a Canadian operating subsidiary Duke Mountain Resources Canada, Inc. The Canadian operating subsidiary will conduct all mineral exploration for Duke Mountain Resources, Inc. Duke Mountain Resources Canada, Inc. controls over 1481, hectares of mineral claims. All mineral claims were transferred to our Canadian operating subsidiary Duke Mountain Resources Canada, Inc., on December 21, 2007, from our former President and Chief Executive Officer.

The accompanying consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary, Duke Mountain Resources Canada, Inc. All significant intercompany balances and transactions have been eliminated.

Duke Mountain Resources, Inc., together with its wholly owned subsidiary, is an exploration stage company focused on the acquisition, exploration, and development of gold, silver and base metal properties.

Principles of Accounting

These financial statements are stated in US Dollars and have been prepared by management on the accrual basis in accordance with United States generally accepted accounting principles (US GAAP).

Accounting Estimates

The preparation of financial statements in conformity with US GAAP requires management to make 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 period. Areas where management uses subjective judgment include valuation of equity instruments and related party transactions. Actual results can differ from those estimates and assumptions.

Foreign Operations

Transaction gains (losses) that arise from exchange rate fluctuations on transactions denominated in a currency other than the local functional currency are not material to the financial statements.

The Company operates outside of the United States of America and is exposed to foreign currency risk due to the fluctuation between the currency in which the Company operates in and the Canadian dollar.

Cash and Cash Equivalents

~~Cash~~The ~~and~~Company considers all highly liquid investments with a maturity of three months or less when acquired to be cash equivalents. ~~include~~The ~~bank~~Company ~~deposits~~places ~~and~~its cash with a ~~term~~high ~~deposit~~credit quality financial institution. The Company’s account at this institution is insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $250,000. To reduce its risk associated with anthe ~~original~~failure ~~maturity~~of ~~date~~such financial institution, the Company evaluates at least annually the rating of ~~three~~the ~~months~~financial orinstitution ~~less.~~in which it holds deposits.

~~NOTE~~Revenue 1Recognition –and ~~SUMMARY~~Unearned ~~OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)~~Revenue

~~Mineral~~Revenue ~~Rights~~is recognized in accordance with ASC Topic 606, “Revenue from Contracts with Customers” (“Topic 606”). The Company performs the following five steps: (i) identify the contract(s) with a customer, (ii) identify the performance obligations in the contract, (iii) determine the transaction price, (iv) allocate the transaction price to the performance obligations in the contract, and (v) recognize revenue when (or as) the entity satisfies a performance obligation. The Company applies this five-step model to arrangements that meet the definition of a contract under Topic 606, including when it is probable that the entity will collect the consideration it is entitled to in exchange for the goods or services it transfers to the customer. At contract inception, once the contract is determined to be within the scope of Topic 606, the Company evaluates the goods or services promised within each contract, related performance obligation and assesses whether each promised good or service is distinct. The Company recognizes as revenue, the amount of the transaction price that is allocated to the respective performance obligation when (or as) the performance obligation is satisfied. Revenues were derived primarily from sponsorship advertising.

~~Mineral~~Intangible rights consist of costs to obtain the mineral claims. For mineral rights costs that are capitalized once Duke Mountain determines it is not economically feasible to develop the claim, the costs are expensed. Also, mineral rights costs are not capitalized at an amount more than the anticipated recovery from the claim area. Mineral rights costs associated with specific areas will be amortized as minerals are produced the areas. As of December 31, 2009, phase one exploration was completed on all three of the Company’s mineral claims. There has been no production from the Company’s mineral properties since inception.assets

~~Impairment~~Intangible assets include the Company’s content library of ~~Long-lived~~fights ~~Assets~~1 through 42 including background stories and the XFC trade mark, purchased and recorded at their acquisition cost. The content library intangible assets are amortized over an estimated useful life of 7 years. Useful lives of intangible assets are periodically evaluated for reasonableness and the assets are tested for impairment whenever events or changes in circumstances indicate that the carrying amount may no longer be recoverable.

~~Long-lived~~Goodwill assets of the Company are reviewed for impairment when changes in circumstances indicate their carrying value has become impaired. Management considers assets to be impaired if the carrying amount of an asset exceeds the future projected cash flows from related operations (undiscounted and ~~without~~other ~~interest~~Intangible charges). If impairment is deemed to exist, the asset will be written down to fair value, and a loss is recorded as the difference between the carrying value and the fair value. Fair values are determined based on the quoted market values, discounted cash flows or internal and external appraisals, as applicable. Mineral rights assets are tested annually for impairment and for the periods ended December 31, 2009, and 2008. For the year ended December 31, 2009, the Company fully impaired its mineral rights costs totaling $40,000.Assets

~~Concentrations~~In accordance with ASC 350-30-65, “Intangibles - Goodwill and Others”, the Company assesses the impairment of ~~Credit~~identifiable ~~Risk~~intangibles whenever events or changes in circumstances indicate that the carrying value may not be recoverable.

Occasionally, the Company has funds deposited in a financial institution in excess of amounts insured by the FDIC. At December 31, 2009, the Company had $25,164 on deposit in excess of insured amounts.53

~~Going~~XTREME ~~Concern~~FIGHTING CHAMPIONSHIPS, INC.

~~The~~FKA: ~~Company~~DUKE ~~has~~MOUNTAIN ~~not generated any revenues and has incurred an accumulated deficit of $248~~RESOURCES,~~617~~ ~~since inception~~INC. The Company has incurred a loss of $98,489 during the year ended December 31, 2009. The Company faces all the risks common to companies in their early stages of development including under-capitalization and uncertainty of funding sources, high initial expenditure levels, uncertain revenue streams, and difficulties in managing growth. These factors raise substantial doubt regarding the ability of the Company to continue as a going concern. Continuation as a going concern is dependent upon achieving a profitable level of operations and on the ability of the Company to obtain necessary financing to fund ongoing operations. The Company’s financial statements do not reflect any adjustments that might result from the outcome of this uncertainty. The future of the Company hereafter will depend in large part on the Company’s ability to successfully raise capital from external sources to pay for planned expenditures and to fund operations.

~~Reclassification~~NOTES ofTO ~~Financial~~CONSOLIDATED ~~Statement~~FINANCIAL ~~Accounts~~STATEMENTS

~~Certain~~NOTE ~~amounts~~2 in– SUMMARY ~~the~~OF ~~December~~SIGNIFICANT ~~31,~~ACCOUNTING ~~2008,~~POLICIES ~~financial statements have been reclassified to conform to the presentation in the December 31, 2009, financial statements.~~(continued)

~~NOTE~~Factors 2the –Company ~~RECENT~~considers ~~ACCOUNTING~~to ~~PRONOUNCEMENTS~~be important which could trigger an impairment review include the following:

In● ~~June 2009,~~Significant ~~the~~underperformance ~~Financial~~relative ~~Accounting~~to ~~Standards~~expected ~~Board~~historical ~~(the~~or ~~“FASB”)~~projected ~~issued~~future ~~Statement~~operating ofresults; ~~Financial~~● ~~Accounting~~Significant ~~Standards~~changes ~~(“SFAS”)~~in ~~No. 168, The FASB Accounting Standards Codification and~~ the ~~Hierarchy~~manner of ~~Generally~~use ~~Accepted Accounting Principles (“SFAS 168” or ASC 105-10). SFAS 168 (ASC 105-10) establishes the Codification as the sole source~~ of ~~authoritative accounting principles recognized by~~ the ~~FASB~~acquired toassets beor ~~applied by all nongovernmental entities in~~ the ~~preparation~~strategy ~~of financial statements in conformity with GAAP. SFAS 168 (ASC 105-10) was prospectively effective~~ for financial statements issued for fiscal years ending on or after September 15, 2009, and interim periods within those fiscal years. The adoption of SFAS 168 (ASC 105-10) on July 1, 2009 did not impact the ~~Company’s~~overall ~~results of operations or financial condition. The Codification did not change GAAP~~business; ~~however, it did change the way GAAP is organized~~ and ~~presented.~~● AsSignificant anegative ~~result,~~industry ~~these~~or ~~changes~~economic ~~impact how companies reference GAAP in their financial statements and in their significant accounting policies~~trends. ~~The Company implemented the Codification in this Report by providing references to the Codification topics alongside references to the corresponding standards.~~

InWhen ~~May~~the ~~2009,~~Company determines that the ~~FASB~~carrying ~~issued~~value ~~FAS~~of ~~165~~intangibles ~~(ASC~~may ~~855-10),~~not ~~“Subsequent~~be ~~Events.” This~~recoverable ~~pronouncement~~based ~~establishes~~upon ~~standards~~the ~~for~~existence ~~accounting~~of ~~for~~one ~~and~~or ~~disclosing~~more ~~subsequent~~of ~~events~~the ~~(events~~above ~~which~~indicators ~~occur~~of ~~after~~impairment and the ~~balance~~carrying ~~sheet~~value ~~date~~of ~~but~~the ~~before~~asset ~~financial~~cannot ~~statements~~be ~~are~~recovered ~~issued~~from orprojected ~~are~~undiscounted ~~available~~cash toflows, bethe ~~issued)~~Company records an impairment charge. ~~FAS~~The ~~165~~Company ~~(ASC~~measures ~~855-10) requires~~any animpairment ~~entity~~based on a projected discounted cash flow method using a discount rate determined by management to ~~disclose~~be commensurate with the ~~date~~risk ~~subsequent~~inherent ~~events~~in ~~were~~the ~~evaluated~~current ~~and~~business ~~whether~~model. ~~that~~Significant ~~evaluation~~management ~~took~~judgment ~~place~~is onrequired ~~the~~in ~~date~~determining ~~financial~~whether ~~statements~~an ~~were~~indicator ~~issued~~of orimpairment ~~were~~exists ~~available~~and toin beprojecting ~~issued~~cash flows. ~~The~~There ~~Company~~was ~~adopted~~no ~~FAS~~impairment ~~165~~loss ~~(ASC~~recognized ~~855-10)~~ during the ~~second~~year ~~quarter~~ended ofDecember ~~2009~~31, 2020.

~~With~~Property ~~the~~and exception of the pronouncements noted above, no other accounting standards or interpretations issued or recently adopted are expected to a have, or did have, a material impact on the Company’s consolidated financial position, operations or cash flows.Equipment

~~NOTE~~Property ~~3 –~~and ~~RELATED~~equipment ~~PARTY~~are ~~TRANSACTIONS~~carried at historical cost less accumulated depreciation. Depreciation is based on the estimated service lives of the depreciable assets and is calculated using the straight-line method. Expenditures that increase the value or productive capacity of assets are capitalized. Fully depreciated assets are retained in the venue equipment, and accumulated depreciation accounts until they are removed from service. When an asset is retired, sold or otherwise disposed of, the asset’s carrying amount and related accumulated depreciation are removed from the accounts and any gain or loss is included in operations. Repairs and maintenance are expensed as incurred.

~~During~~The ~~the~~estimated ~~second~~useful ~~fiscal~~lives ~~quarter~~ of ~~2009,~~property ~~the Company generated $1,520 of income through Hardin Marine Arrowhead. The Company provided website consulting services to Hardin Marine Arrowhead~~ and ~~the~~equipment ~~Allen~~are ~~Lee~~generally ~~Group~~as developed and implemented the web design changes. This was a one-time event due to the Company’s President, Chief Executive Officer and Chief Financial Officer, Mr. David Gamache, being associated with Hardin Marine Arrowhead and the Allen Lee Group. As a result, the Company has reclassified the amount from revenue to Other Income from related party during the year ended December 31, 2009. follows:

~~NOTE~~Years 4Venue –equipment ~~INCOME TAXES~~ 3

~~Net~~Impairment ~~deferred tax assets consist~~ of ~~the~~Long-Lived ~~following components:~~Assets

	December 31, 2009	December 31, 2008
Deferred tax asset	$ 81,361)	$ 58,550)
Valuation allowance	(81,361)	(58,550)
Net deferred tax asset	$ -)	$ -)

The Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be fully recoverable, or at least annually. The Company recognizes an impairment loss when the sum of expected undiscounted future cash flows is less than the carrying amount of the asset. The amount of impairment is measured as the difference between the asset’s estimated fair value and its book value. The Company did not record any impairment charges during the years ended December 31, 2020 and 2019.

~~NOTE~~Fair 4Value –Measurements ~~INCOME~~and ~~TAXES~~Financial ~~(CONTINUED)~~Instruments

~~Deferred~~The ~~tax~~Company ~~assets~~follows atthe ~~December~~provisions 31of FASB ASC Topic 820, Fair ~~2009~~Value Measurements, included ~~consist~~in ofASC ~~net~~Topic ~~operating~~820, Fair ~~loss~~Value ~~carryforwards~~Measurements ofand ~~$65~~Disclosures,~~761~~ for ~~and~~fair ~~impairment~~value ~~loss~~measurements of ~~$15,600.~~financial ~~The~~assets ~~income~~and ~~tax~~financial ~~provision~~liabilities ~~differs~~and ~~from~~for ~~the~~fair ~~amount~~value measurements of ~~income~~nonfinancial ~~tax~~items ~~determined~~that byare ~~applying~~recognized ~~the~~or ~~U.S.~~disclosed ~~federal~~at ~~and~~fair ~~state~~value ~~income~~in ~~tax~~the ~~rates~~financial tostatements ~~pretax~~on ~~income~~a ~~from~~nonrecurring ~~continuing operations as follows:~~basis.

~~Year Ended~~54

	December 31, 2009	December 31, 2008
Computed tax at the statutory rate of 39%	$ 38,411	$ 26,472)
Impairment of asset	(15,600)	-
Change in valuation allowance	(22,811)	(26,472)
Net deferred tax assets	$ -)	$ -)

XTREME FIGHTING CHAMPIONSHIPS, INC.

~~The~~FKA: ~~Company~~DUKE ~~has~~MOUNTAIN ~~accumulated net operating loss carryovers of approximately $208~~RESOURCES,~~000~~ ~~as of December 31, 2009 which are available to reduce future taxable income~~INC. Due to the change in ownership provisions of the Tax Reform Act of 1986, net operating loss carry forwards for federal income tax reporting purposes may be subject to annual limitations. A change in ownership may limit net operating loss carry forwards in future years. The tax losses begin to expire in 2026 to 2029.

~~The~~NOTES ~~fiscal~~TO ~~years~~CONSOLIDATED ~~2007~~FINANCIAL ~~through 2009 remain open to examination by federal tax authorities and other tax jurisdictions.~~STATEMENTS

NOTE 52 – SUMMARY ~~NOTE~~OF ~~RECEIVABLE~~SIGNIFICANT ACCOUNTING POLICIES (continued)

~~During~~ASC 820 defines fair value as the ~~year~~exchange ~~ended~~price ~~December~~that ~~31,~~would ~~2009,~~be ~~the~~received ~~Company~~for ~~made~~an aasset ~~loan~~or paid to transfer a liability (an ~~unrelated~~exit ~~party~~price) in the ~~amount~~principal ofor ~~$20,000.~~most ~~The~~advantageous ~~loan~~market isfor ~~non~~the ~~interest~~asset ~~bearing,~~or ~~has~~liability noin ~~maturity~~an orderly transaction between market participants on the measurement date. ASC ~~and~~820 isalso ~~repayable~~establishes ~~from~~a fair value hierarchy which requires an entity to maximize the ~~proceeds~~use of ~~the~~observable ~~borrower’s~~inputs ~~operations. During~~and minimize the ~~year~~use ~~the~~of ~~Company~~unobservable ~~recorded~~inputs awhen ~~loss~~measuring offair ~~$20,000~~value. onASC ~~the~~820 ~~note~~describes ~~due~~three tolevels ~~the~~of ~~determination~~inputs that itmay ~~was~~be ~~uncollectible.~~used to measure fair value:

~~NOTE~~Level 61 – ~~WARRANTS~~Quoted prices in active markets for identical assets or liabilities.

OnLevel ~~October~~2 ~~31,~~– ~~2007,~~Observable ~~the~~inputs ~~Company~~other ~~completed~~than aLevel ~~public~~1 ~~offering for $310~~prices,~~000~~ ~~where~~such ~~investors~~as ~~purchased~~quoted ~~775,000~~prices ~~units~~ for ~~$0.40~~similar ~~per~~assets ~~unit~~or ~~(760,000~~liabilities; ~~shares~~or ~~purchased~~other oninputs ~~August~~that ~~29,~~are ~~2007,~~observable ~~and~~or ~~15,000~~can ~~shares~~be ~~purchased~~corroborated onby ~~October~~observable ~~31,~~market ~~2007).~~data ~~Each unit consisted of one common share, one class A warrant to purchase a common share at $0.50 per share~~ for asubstantially ~~period~~the offull 60term ~~months from date~~ of ~~issuance and one class B warrant to purchase one common share at $0.55 per share for a period of 60 months from date of issuance. Since~~ the ~~Company~~assets isor ~~not currently trading and has not commenced operations, the warrants are deemed to have no value and are not detachable~~liabilities.

~~NOTE~~Level 6 3 – Unobservable ~~WARRANTS~~inputs ~~(CONTINUED)~~that are supported by little or no market activity and that are financial instruments whose values are determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant judgment or estimation.

The ~~movement~~Company's financial instruments consist of ~~share~~cash ~~purchase~~accounts ~~warrants~~payable ~~can~~and beconvertible ~~summarized~~notes. The carrying amount of these financial instruments approximates fair value due either to length of maturity or interest rates that approximate prevailing market rates unless otherwise disclosed in these financial statements. The Company has no financial assets or liabilities that are measured on a recurring basis as ~~follows:~~of December 31, 2020 and 2019.

	Number of	Weighted
	Warrants	Average
	Outstanding	Exercise Price
Balance, December 31, 2007	-	-
Class A Warrants
Granted	775,000	$ 0.50
Exercised	-	-
Balance, December 31, 2008	775,000	0.50
Granted	-	-
Exercised	-	-
Balance, December 31, 2009	775,000	$ 0.50
Class B Warrants
Balance, December 31, 2007	-	-
Granted	775,000	$ 0.55
Exercised	-	-
Balance, December 31, 2008	775,000	0.55
Granted	-	-
Exercised	-	-
Balance, December 31, 2009	775,000	$ 0.55

Convertible debt

NoThe ~~warrants~~Company ~~were~~records ~~granted,~~a ~~exercised~~beneficial orconversion ~~expired~~feature in(“BCF”) related to the ~~years~~issuance ~~ended~~of ~~December~~convertible ~~31,~~notes ~~2009~~that ~~and~~have ~~2008~~conversion features at fixed or adjustable rates. The ~~warrants~~beneficial ~~had~~conversion nofeature for the convertible instruments is recognized and measured by allocating a portion of the proceeds as an increase in additional paid-in capital and as a reduction to the carrying amount of the convertible instrument equal to the intrinsic value atof ~~December~~the ~~31,~~conversion ~~2009~~features. ~~and~~The ~~2008~~beneficial conversion feature will be accreted by recording additional noncash interest expense over the expected life of the convertible notes.

~~F-1~~Stock Based Compensation

~~PART~~Stock-based IIcompensation is accounted for based on the requirements of the Share-Based Payment Topic of ASC 718 which requires recognition in the consolidated financial statements of the cost of employee and non-employee services received in exchange for an award of equity instruments over the period the employee or non-employee is required to perform the services in exchange for the award (presumptively, the vesting period). The ASC also requires measurement of the cost of employee and director services received in exchange for an award based on the grant-date fair value of the award.

~~INFORMATION~~Earnings ~~NOT~~(Loss) ~~REQUIRED~~per INCommon ~~PROSPECTUS~~Share

~~ITEM~~Net 13income (loss) per common share is calculated in accordance with ASC Topic 260: Earnings per Share (“ASC 260”). ~~OTHER~~Basic ~~EXPENSES~~income OF(loss) ~~ISSUANCE~~per ~~AND~~share ~~DISTRIBUTION~~is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. In periods where the Company has a net loss, the computation of diluted net loss per share does not include dilutive common stock equivalents in the weighted average shares outstanding as their effect would be anti-dilutive.

~~Our estimated expenses in connection with the issuance and distribution of the securities being registered are:~~55

Securities and exchange commission filing fee	$36
Accounting fees and expenses	10,000
Legal fees and expenses	20,000
Transfer agent and fees	1,000
Printing and mailing expenses	1,000
Miscellaneous offering expenses	1,000
Total	$33,036

XTREME FIGHTING CHAMPIONSHIPS, INC.

~~ITEM~~FKA: ~~14.~~DUKE ~~INDEMNIFICATION~~MOUNTAIN OFRESOURCES, ~~OFFICERS AND DIRECTORS~~INC.

~~Section~~NOTES ~~78.7502(1)~~TO ofCONSOLIDATED ~~the~~FINANCIAL Nevada Revised Statutes ("NRS") authorizes a Nevada corporation to indemnify any director, officer, employee, or corporate agent "who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, except an action by or in the right of the corporation" due to his or her corporate role. Section 78.7502(1) extends this protection "against expenses, including attorneys' fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with the action, suit or proceeding if he acted in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful."STATEMENTS

~~Section~~NOTE ~~78.7502(~~2) of– SUMMARY ~~the~~OF ~~NRS~~SIGNIFICANT ~~also~~ACCOUNTING ~~authorizes~~POLICIES indemnification of the reasonable defense or settlement expenses of a corporate director, officer, employee or agent who is sued, or is threatened with a suit, by or in the right of the corporation. The party must have been acting in good faith and with the reasonable belief that his or her actions were in or not opposed to the corporation's best interests. Unless the court rules that the party is reasonably entitled to indemnification, the party seeking indemnification must not have been found liable to the corporation.(continued)

ToThe ~~the~~following ~~extent~~are ~~that~~dilutive acommon ~~corporate~~stock ~~director,~~equivalents ~~officer,~~during ~~employee, or agent is successful on~~ the ~~merits~~years or otherwise in defending any action or proceeding referred to in Section 78.7502(1) or 78.7502(2), Section 78.7502(3) of the NRS requires that he be indemnified "against expenses, including attorneys' fees, actually and reasonably incurred by him in connection with the defense."ended:

Unless ordered by a court or advanced pursuant to Section 78.751(2), Section 78.751(1) of the NRS limits indemnification under Section 78.7502 to situations in which either (1) the stockholders, (2) the majority of a disinterested quorum of directors, or (3) independent legal counsel determine that indemnification is proper under the circumstances.

	December 31, 2020			December 31, 2019
Convertible preferred stock		79,852,572	(1)		-
Convertible notes payable		700,000	(2)		-
Total		80,552,572			-

Section 78.751(2) authorizes a corporation's articles of incorporation, bylaws or agreement to provide that directors' and officers' expenses incurred in defending a civil or criminal action must be paid by the corporation as incurred, rather than upon final disposition of the action, upon receipt by the director or officer to repay the amount if a court ultimately determines that he is not entitled to indemnification.

(1)

As of December 31, 2020, 39,926,286 shares of our common stock are issuable upon conversion of each share of Convertible Preferred Series AA stock. Each share is convertible into 40% of the then outstanding common stock. As there were 2 shares of Convertible Preferred Series AA stock issued and outstanding, the shares would be convertible into 79,852,572 shares of common stock.

(2)

700,000 shares of our common stock are issuable upon conversion of $210,000 of Convertible Notes Payable at a conversion rate of $0.30 per share, as of December 31, 2020.

An additional 2,750,000 shares of our common stock will be issuable upon conversion of $550,000 of Convertible Notes Payable at a conversion rate of $0.20 per share after 180 days from issue date.

~~Section~~Related ~~78.751(3)(a)~~Party provides that the rights to indemnification and advancement of expenses shall not be deemed exclusive of any other rights under any bylaw, agreement, stockholder vote or vote of disinterested directors. Section 78.751(3) (b) extends the rights to indemnification and advancement of expenses to former directors, officers, employees and agents, as well as their heirs, executors, and administrators.Transactions

~~Regardless~~A ofparty ~~whether~~is aconsidered ~~director~~to be related to the Company if the party directly or indirectly or through one or more intermediaries, ~~officer~~controls, ~~employee~~is controlled by, or ~~agent~~is ~~has~~under common control with the ~~right~~Company. toRelated ~~indemnity~~parties also include principal owners of the Company, ~~Section~~its ~~78.752~~management, ~~allows~~members of the ~~corporation~~immediate tofamilies ~~purchase~~of principal owners of the Company and ~~maintain~~its ~~insurance~~management onand ~~his~~other ~~behalf~~parties ~~against~~with ~~liability~~which ~~resulting~~the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from ~~his~~fully pursuing its own separate interests. A party which can significantly influence the management or ~~her~~operating ~~corporate~~policies ~~role~~of the transacting parties or if it has an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests is also a related party.

~~Our~~Income ~~Bylaws also contain broad indemnification provisions.~~Taxes

~~Insofar~~The asCompany ~~indemnification~~accounts for ~~liabilities~~income ~~arising~~taxes ~~under~~pursuant to the ~~Securities~~provision ~~Act~~of ~~may~~ASC be740-10, ~~permitted~~“Accounting tofor ~~our~~Income ~~directors~~Taxes” or(“ASC ~~officers~~740-10”) ~~pursuant~~which torequires, ~~the~~among ~~foregoing~~other ~~provisions~~things, oran ~~otherwise,~~asset weand ~~have~~liability ~~been~~approach ~~advised~~to ~~that~~calculating indeferred income taxes. The asset and liability approach require the ~~opinion~~recognition of deferred tax assets and liabilities for the ~~Securities~~expected ~~Exchange~~future ~~Commission,~~tax ~~this~~consequences ~~indemnification~~of istemporary ~~against~~differences ~~public~~between ~~policy~~the ascarrying ~~expressed~~amounts inand the ~~Securities~~tax ~~Act,~~bases of assets and liabilities. A valuation allowance is ~~therefore~~provided ~~unenforceable~~to offset any net deferred tax assets for which management believes it is more likely than not that the net deferred asset will not be realized.

There is no pending litigation or proceeding involving any of our directors, officers, employees, or other agents as to which indemnification is being sought, nor are we aware of any pending or threatened litigation that may result in claims for indemnification by any director, officer, employee, or other agent.56

~~ITEM~~XTREME ~~15.~~FIGHTING ~~RECENT~~CHAMPIONSHIPS, ~~SALES OF UNREGISTERED SECURITIES~~INC.

~~From~~FKA: ~~June~~DUKE ~~through~~MOUNTAIN ~~August of 2007 we sold an aggregate of 405~~RESOURCES,~~000~~ ~~shares to 28 individuals at a price of $0~~INC.40 per share in a transaction exempt from the registration requirements of the Securities Act by virtue of the exemption there from afforded by Regulation S as promulgated by the Securities and Exchange Commission. These shares are included in this registration statement.

~~ITEM~~NOTES ~~16.~~TO ~~EXHIBITS~~CONSOLIDATED ~~AND~~ FINANCIAL ~~STATEMENT SCHEDULES~~STATEMENTS

~~Exhibit~~NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

~~Number~~The Company follows the provision of ASC 740-10 related to Accounting for Uncertain Income Tax Positions. When tax returns are filed, there may be uncertainty about the merits of positions taken or the amount of the position that would be ultimately sustained. In accordance with the guidance of ASC 740-10, the benefit of a tax position is recognized in the financial statements in the period during which, based on all available evidence, management believes it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions.

~~Description~~Tax positions that meet the more likely than not recognition threshold is measured at the largest amount of tax benefit that is more than 50 percent likely of being realized upon settlement with the applicable taxing authority. The portion of the benefit associated with tax positions taken that exceed the amount measured as described above should be reflected as a liability for uncertain tax benefits in the accompanying balance sheet along with any associated interest and penalties that would be payable to the taxing authorities upon examination.

3The Company believes its tax positions are all more likely than not to be upheld upon examination.1 As such, the Company has not recorded a liability for uncertain tax benefits.

~~Articles~~The Company has adopted ASC 740-10-25, “Definition of ~~Incorporation~~Settlement,” which provides guidance on how an entity should determine whether a tax position is effectively settled for the purpose of recognizing previously unrecognized tax benefits and provides that a tax position can be effectively settled upon the completion and examination by a taxing authority without being legally extinguished. For tax positions considered effectively settled, an entity would recognize the full amount of tax benefit, even if the tax position is not considered more likely than not to be sustained based solely on the basis of its technical merits and the statute of limitations remains open. The federal and state income tax returns of the Company are subject to examination by the IRS and state taxing authorities, generally for three years after they are filed.

~~3.2~~Recent Accounting Pronouncements

~~Bylaws~~Management ashas ~~amended~~considered all recent accounting pronouncements issued since the last audit of our consolidated financial statements. The Company’s management believes that these recent pronouncements will not have a material effect on the Company’s consolidated financial statements.

~~4.1~~NOTE 3 - GOING CONCERN

~~Form~~The accompanying consolidated financial statements are prepared assuming the Company will continue as a going concern. On December 31, 2020, the Company had an accumulated deficit of ~~class~~$35,246,505, Anegative ~~non-redeemable~~working ~~Warrant~~capital of $697,356 and net loss of $14,115,626 during the year ended December 31, 2020. These factors raise substantial doubt about the Company’s ability to continue as a going concern for one year from the issuance of the financial statements. The ability of the Company to continue as a going concern is dependent upon obtaining additional capital and financing. Management intends to attempt to raise additional funds by way of a public or private offering. While the Company believes in the viability of its strategy to raise additional funds, there can be no assurances to that effect. Without additional capital, we will be unable to achieve our business objectives, and may be forced to curtail our operations, reduce headcount, and/or temporarily cease our operations until requisite capital is secured. The consolidated financial statements do not include any adjustments relating to classification of assets and liabilities that might be necessary should the Company be unable to continue as a going concern.

~~4.2~~57

~~Form~~XTREME ofFIGHTING ~~class~~CHAMPIONSHIPS, ~~B non-redeemable Warrant~~INC.

5FKA: DUKE MOUNTAIN RESOURCES, INC.1

~~Opinion~~NOTES ofTO ~~Sierchio~~CONSOLIDATED ~~Greco~~FINANCIAL ~~& Greco, LLP~~STATEMENTS

~~10.1~~NOTE 4 - RELATED PARTY TRANSACTIONS

~~Property~~On ~~Acquisition~~January 25, 2020, the Company and Atlas Capital Partners, Inc. (“Atlas”) entered into a Share Purchase and Assignment of Debt Agreement. Pursuant ~~dated~~to ~~June~~that 16agreement, ~~2006~~Atlas, with the agreement of its creditor Emerald Coast Investments, Inc., was sold to the Company. In return for such sale, the Company agreed to pay off all of the debt Atlas owed to Emerald Coast Investments, Inc. (“Emerald Coast”), of which Mr. Steve Smith, the Company’s Chief Executive officer, is principal. However, it was later discovered that Atlas did not own the intellectual property agreed to by the parties and ~~among~~the ~~Duke~~debt ~~Mountain~~assumed by the Company was forgiven by Emerald Coast. The Company wrote off the intellectual property to expense and recognized the forgiveness of debt of $100,000 with a credit to additional paid in capital.

~~Resources~~On November 20, ~~Inc.~~2020, ~~Herdev~~the SCompany entered into a note receivable, with Emerald Coast. ~~Rayat~~The note is for a term of 5 years and ~~James~~is Wnon-interest bearing. The ~~Laird~~balance ~~(Goldstar)~~of the receivable on December 31, 2020, was $65,000. The Company also issued a total 27,000,000 shares for services to Emerald Coast during the year ended December 31, 2020. Emerald Coast has been paid $173,400 in fees for services for the year ended December 31, 2020.

10As of December 31, 2020, the amounts due to a related party included advances made of $17,070, for accounts payable.2

~~Property~~As ~~Acquisition~~of ~~Agreement~~December ~~dated~~31, ~~June 16~~2019, ~~2006~~the byamounts ~~and~~due ~~among~~to ~~Duke~~a ~~Mountain~~related party were $16,870 for accounts payable.

~~Resources,~~NOTE ~~Inc.~~5 ~~Herdev~~– PROPERTY S.AND ~~Rayat~~EQUIPMENT, ~~and James W. Laird (Rosewall)~~NET

~~10.3~~At December 31, 2020 and December 31, 2019, property and equipment, net, consisted of the following:

Property Acquisition Agreement dated June 16, 2006 by and among Duke Mountain

	December 31, 2020			December 31, 2019
Venue equipment	$	13,999		$	-

Less accumulated depreciation		(1,554	)		-

Total	$	12,445		$	-

~~Resources,~~Depreciation ~~Inc.~~expense ~~Herdev~~for S.the ~~Rayat~~years ended December 31, 2020, and ~~James~~2019 W.was ~~Laird~~$1,554 ~~(Waterloo)~~and $0, respectively.

~~10.5~~58

~~Geological~~XTREME ~~Report~~FIGHTING onCHAMPIONSHIPS, ~~the Goldstar Property~~INC.

10FKA: DUKE MOUNTAIN RESOURCES, INC.6

~~Geological~~NOTES ~~Report~~TO onCONSOLIDATED ~~the~~FINANCIAL ~~Rosewall Gold Property~~STATEMENTS

~~10.7~~NOTE 6 – INTANGIBLE ASSETS

~~Geological~~On ~~Report~~May on10, 2020, the ~~Waterloo~~Company ~~Creek~~acquired ~~Property~~intellectual property assets of Xtreme Fighting Championships Inc. a Florida corporation, for 16,640,040 shares of common stock with a fair value of $13,312,032. The purchase price was allocated to content library and the XFC trademark. Intangible assets at December 31, 2020 consist of :

23.1

Intangible assets
Trademark		$ 1,800,000
Content library		11,512,032
		13,312,032
Less accumulated amortization		(1,058,422)
		$ 12,253,610

~~Consent~~Estimated offuture ~~Sierchio~~amortization &for ~~Company,~~the ~~LLP,~~content ~~included~~library inintangible ~~Exhibit~~asset ~~5.1~~is as follows for the year ending:

23.2

	2021	$ 1,644,576
	2022	1,644,576
	2023	1,644,576
	2024	1,644,576
	2025	1,644,576
	Thereafter	2,230,730
		$10,453,610

~~Consent~~Amortization ofexpense ~~GBH~~for ~~CPAs~~the years ended December 31, PC2020 and 2019 was $1,058,422 and $0, respectively. The Company also wrote off the intellectual property acquired from Atlas amounting to $100,000 during the year ended December 31, 2020.

~~23.3~~NOTE 7 – CONVERTIBLE DEBT

~~Consent~~On September 30, 2020, the Company entered into a Convertible Promissory Note with Harbor Gates Capital, LLC, ("HGC") in the aggregate principal amount of ~~Peterson~~$210,000 ~~Sullivan~~with a $10,000 ~~LLP~~original issue discount. The note bears interest at 10% per annum and is convertible into shares of the Company's common stock at a conversion price of $0.30. The Company also agreed to issue HGC 150,000 shares of common stock as a commitment fee. The Company recorded a debt discount of $76,735 including $21,000 of BCF and amortization expense of $45,390 for the year ended December 31, 2020. As of December 31, 2020, the balance on the note, net of unamortized discount of $31,345 was $178,655.

~~ITEM 17. UNDERTAKINGS~~59

~~The~~XTREME ~~undersigned~~FIGHTING ~~registrant~~CHAMPIONSHIPS, ~~hereby undertakes:~~INC.

~~(1)~~FKA: ToDUKE ~~file,~~MOUNTAIN ~~during any period in which offers or sales are being made~~RESOURCES, ~~a post-effective amendment to this registration statement:~~INC.

~~(i)~~NOTES toTO ~~include~~CONSOLIDATED ~~any~~FINANCIAL ~~prospectus required by Section 10(a)(3) of the Securities Act1933, as amended;~~STATEMENTS

~~(ii)~~NOTE to7 ~~reflect~~– CONVERTIBLE inDEBT ~~the prospectus any facts or events arising after the effective date of the registration statement~~ (~~or the most recent post-effective amendment thereof~~continued) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Securities and Exchange Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

On November 2, 2020, the Company entered into a Convertible Promissory Note with Firstfire Global Opportunities Fund (~~iii~~"FFO") toin ~~include~~the ~~any~~aggregate ~~material~~principal ~~information~~amount of $550,000 with ~~respect~~a $50,000 original issue discount due to FFO. The note bears interest at 10% per annum and may be converted, after 180 days from issue date into common shares of the ~~plan~~Company's common stock at a conversion price of ~~distribution~~$0.20. The ~~not~~Company ~~previously~~also ~~disclosed~~agreed to issue FFO 450,000 shares of common stock as a commitment fee and pay FFO’s legal fees of $50,000. The agreement contains price protection, in the ~~registration~~event ~~statement~~further orissuances ~~any~~are ~~material~~below ~~change~~the toconversion ~~such~~price ~~information~~of in$0.20, the ~~registration~~Company ~~statement;~~must have consent from the holder. The Company recorded a debt discount of $190,765 and amortization expense of $41,228 for the year ended December 31, 2020. As of December 31, 2020, the balance on the note, net of unamortized discount of $149,537 was $400,463

~~(2)~~The ~~That~~Agreements contains customary representations and warranties and customary affirmative and negative covenants. These covenants include, ~~for~~among other things, certain limitations on the ~~purpose~~ability of ~~determining~~the ~~any~~Company ~~liability~~to: ~~under~~(i) ~~the~~pay ~~Securities~~dividends ~~Act~~on its capital stock; (ii) make distributions in respect of ~~1933,~~its ascapital ~~amended~~stock; (iii) acquire shares of capital stock; and, ~~each~~(iv) ~~such~~sell, ~~post-effective~~lease ~~amendment~~or ~~shall~~dispose beof ~~deemed~~assets. Pursuant to bethe aAgreements, ~~new~~the Holders are granted demand registration ~~statement~~rights ~~relating~~and topre-emptive rights as set forth in the ~~securities~~Agreement. ~~offered~~The ~~therein~~Agreement includes customary events of default, ~~and~~including, among others: (i) non-payment of amounts due thereunder, (ii) non-compliance with covenants thereunder, (iii) bankruptcy or insolvency (each, an “Event of Default”). Upon the ~~offering~~occurrence of ~~such~~an ~~securities~~Event atof ~~that~~Default, ~~time~~a ~~shall~~majority beof ~~deemed~~the toHolders bemay accelerate the ~~initial~~maturity ~~bona~~of ~~fide~~the ~~offering~~convertible ~~thereof~~notes. As of the date of this report, these convertible notes are in default.

~~(3)~~NOTE To8 ~~remove from registration by means of a post~~-~~effective~~ ~~amendment~~STOCKHOLDERS’ ~~any~~EQUITY ~~of the securities being registered which remain unsold at the termination of the offering.~~(DEFICIT)

~~(4)~~The ~~For~~authorized ~~purposes~~capital of ~~determining~~the ~~liability~~Company ~~under~~consists ~~the~~of: ~~Securities~~500,000,000 ~~Act~~shares of ~~1933~~common tostock, ~~any~~par ~~purchaser:~~value $0.001 per share, 10,000,000 shares of preferred stock, par value $0.001 per share, and 2 shares of convertible preferred stock, par value $0.001, as of December 31, 2020.

~~(i)~~Preferred ~~if the registrant is relying Rule 430B,~~Stock

~~(A) Each~~On ~~Prospectus~~January ~~filed~~23, by2020, ~~the~~Friction ~~registrant~~& ~~pursuant~~Heat, toLLC, ~~Rule~~a ~~424(b)(3)~~majority ~~shall~~shareholder bewith ~~deemed~~190,000,000 common shares, $0.001 par value, entered into a third-party agreement to besell ~~part~~Mr. Steve A. Smith Jr., all of its holdings, 190,000,000 shares of the ~~registration~~Company's ~~statement~~common asstock or 94%, of the ~~date~~then outstanding common stock of the ~~filed~~Company ~~Prospectus~~of ~~was~~202,180,000. ~~deemed~~The ~~part~~sale effectuated a change of ~~and~~control. Subsequently, ~~included~~170,000,000 inshares of the ~~registration~~Company’s ~~statement;~~common stock were returned to Treasury and Mr. Smith was issued 2 shares of Series AA Convertible Preferred Stock, par value $0.001

~~(B) Each~~On ~~Prospectus~~June ~~required to be filed pursuant to Rule 424(b)(2)~~4, ~~(b)(5)~~2020, ~~or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for~~ the ~~purpose~~Company ofamended ~~providing~~its ~~the~~articles ~~information required by section 10(a)~~ of ~~the~~incorporation ~~Securities~~authorizing Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B10, ~~for liability purposes of the issuer~~000,000 ~~and~~preferred ~~any~~shares ~~person that is at that date an underwriter, such date shall be deemed to be a new effective date~~ of the ~~registration~~Company’s statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereofstock. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date; or

~~(i)~~On IfJune ~~the~~9, ~~Registrant is subject to Rule 430C~~2020, ~~each~~the ~~prospectus~~Company filed ~~pursuant~~a toCertificate ~~Rule~~of ~~424(b)~~Designation asfor ~~part~~the ofCompany’s aSeries ~~registration~~AA ~~statement~~convertible ~~relating~~preferred ~~to an offering~~stock, ~~other~~authorizing ~~than~~2 ~~registration~~shares. ~~statements~~These ~~relying~~shares onhave ~~Rule~~a ~~430B~~liquidation orpreference ~~other~~to ~~than~~common ~~prospectuses~~stock ~~filed~~equal ~~in reliance on Rule 430A, shall be deemed~~ to be$0.125 ~~part~~per ofshare. Each ~~and~~share ~~included in the registration statement as~~ of ~~the~~Series ~~date~~AA itConvertible isPreferred ~~first~~Stock ~~used~~shall ~~after~~be ~~effectiveness. Provided~~convertible, ~~however,~~at ~~that~~the nooption ~~statement made in a registration statement or prospectus that is part~~ of the ~~registration~~holder, ~~or made in a document incorporated or deemed incorporated by reference~~ into ~~the~~an ~~registration~~amount ~~statement~~equal orto ~~prospectus~~40% ~~that is part~~ of the ~~registration~~Company’s ~~statement~~fully ~~will,~~paid asand tonon-assessable ashares ~~purchaser with a time~~ of ~~contract~~Common ofStock ~~sale~~and ~~prior~~shall tohave ~~such~~voting ~~first~~rights ~~use,~~equal ~~supersede~~40% ~~or modify any statement that was made in the registration statement or prospectus that was part~~ of the ~~registration~~Company’s ~~statement~~fully orpaid ~~made~~and innon-assessable ~~any~~shares ~~such document immediately prior to such date~~ of ~~first~~Common ~~use~~Stock.

~~(5) That for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities:~~60

~~The~~XTREME ~~undersigned~~FIGHTING ~~registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement~~CHAMPIONSHIPS, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:INC.

~~(i) Any~~FKA: ~~preliminary~~DUKE ~~prospectus~~MOUNTAIN orRESOURCES, ~~prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;~~INC.

~~(ii)~~ NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

~~Any~~NOTE ~~free~~8 ~~writing~~- ~~prospectus~~STOCKHOLDERS’ ~~relating~~EQUITY to(DEFICIT) ~~the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;~~(continued)

~~(iii)~~Common Stock

~~The~~For ~~portion~~the ofyear ~~any~~ended ~~other~~December ~~free~~31, ~~writing~~2020, ~~prospectus~~the ~~relating~~Company toissued ~~the~~49,252,676 ~~offering~~shares ~~containing~~of ~~material~~common ~~information~~stock ~~about~~with ~~the~~fair ~~undersigned~~values ~~registrant~~ranging orfrom ~~its~~$0.21 ~~securities~~- ~~provided~~$1.39 byper orshare onand ~~behalf~~recognized ofstock-based ~~the~~compensation ~~undersigned~~expense ~~registrant;~~of ~~and~~$11,995,071

On May 10, 2020, the Company issued 16,640,040 shares of its common stock for the acquisition of certain intangible assets. (~~iv)~~see Note 6).

~~Any~~On ~~other~~November ~~communication~~5, ~~that~~2020, isthe anCompany ~~offer~~issued in600,000 ~~the~~shares ~~offering~~of ~~made~~its bycommon ~~the~~stock, ~~undersigned~~as ~~registrant~~a tocommitment ~~the~~fee ~~purchaser~~for its Convertible Debt.

~~Insofar~~On asDecember ~~indemnification for liabilities arising under the 1933 Act may be permitted to directors~~7, ~~officers and controlling persons of the registrant pursuant to the provisions described under Item 14 above~~2020, ~~or otherwise,~~ the ~~registrant~~Company ~~has~~issued ~~been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the 1933 Act and is~~1, ~~therefore~~143,000 ~~unenforceable.~~shares ~~In the event that a claim for indemnification against such liabilities (other than the payment by the registrant~~ of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its ~~counsel~~common ~~the~~stock ~~matter~~for ~~has been settled by controlling precedent~~cash, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the 1933 Act and will be governed by the final adjudication of such issue$156,818.

~~II-1~~NOTE 9 – COMMITMENTS AND CONTINGENCIES

~~SIGNATURES~~Litigation

InFrom ~~accordance~~time ~~with~~to time, the ~~requirements~~Company ofmay ~~the~~become ~~Securities~~involved ~~Act~~in litigation relating to claims arising out of ~~1933,~~our operations in the ~~registrant~~normal ~~certifies~~course ~~that~~of itbusiness. ~~has~~The ~~reasonable~~Company ~~grounds~~is tonot ~~believe~~currently ~~that~~involved itin ~~meets~~any ~~all~~pending oflegal ~~the~~proceeding ~~requirements~~or ~~for~~litigation and, to the ~~filing~~best onof ~~Form~~our ~~S-1~~knowledge, ~~and~~no ~~authorized~~governmental ~~this~~authority ~~registration~~is ~~statement~~contemplating any proceeding to bewhich ~~signed~~the onCompany ~~its~~is ~~behalf~~a byparty or to which any of the ~~undersigned,~~Company’s ~~thereunto~~properties ~~duly~~is ~~authorized~~subject, inwhich ~~the~~would ~~city~~reasonably ofbe ~~Riverside,~~likely ~~California~~to have a material adverse effect on ~~December~~the 30Company’s business, ~~2010~~financial condition and operating results.

~~Duke~~NOTE ~~Mountain~~10 ~~Resources,~~– INCOME ~~Inc.~~TAXES

ByThe Company accounts for income taxes under ASC Topic 740: ~~/s/David~~Income ~~Gamache~~Taxes which requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statements and the tax basis of assets and liabilities, and for the expected future tax benefit to be derived from tax losses and tax credit carry forwards. ASC Topic 740 additionally requires the establishment of a valuation allowance to reflect the likelihood of realization of deferred tax assets. The Company has a net operating loss carry forward for tax purposes of approximately $2,200,000 at December 31, 2020.

The tax reform bill that Congress voted to approve Dec. 20, 2017, also known as the “Tax Cuts and Jobs Act”, made sweeping modifications to the Internal Revenue Code, including a much lower corporate tax rate, changes to credits and deductions, and a move to a territorial system for corporations that have overseas earnings. The act replaced the prior-law graduated corporate tax rate, which taxed income over $10 million at 35%, with a flat rate of 21%. ~~Name:~~Under ~~David~~the ~~Gamache~~act, businesses can carry forward NOLs indefinitely. Indefinite NOLs are NOLs generated in a tax year beginning after 2017. This indefinite carryforward period includes any NOLs from 2018, 2019 and 2020 that remain after they are carried back to tax years in the five-year carryback period.

~~Title: President~~For ~~and~~U.S. ~~Chief~~purposes, ~~Executive~~the ~~Officer~~Company ~~(Principal~~has ~~Executive~~not ~~Officer~~completed its evaluation of NOL utilization limitations under Internal Revenue Code, as amended (the “Code”) Section 382, ~~Chief~~change ~~Financial~~of ~~Officer~~ownership rules. If the Company has had a change in ownership, ~~Secretary~~the NOL’s would be limited as to the amount that could be utilized each year, ~~Treasurer~~or ~~(Principal~~possibly ~~Financial~~eliminated, based on the Code. The Company has also, not completed its review of NOL’s pertaining to years the Company was known as “Duke Mountain Resources Inc.”, which may not be available due to IRC Section 382 and ~~Principal~~because ~~Accounting~~of ~~Officer)~~a change in business line that may eliminate NOL’s associated with Duke Mountain Resources Inc.”

~~Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons in the capacities and on the 30th t day of December, 2010.~~61

~~By:~~XTREME ~~/s/David~~FIGHTING ~~Gamache~~CHAMPIONSHIPS, INC.

~~Name~~FKA: ~~David~~DUKE ~~Gamache~~MOUNTAIN RESOURCES, INC.

~~Title: President~~NOTES ~~and~~AUDITED ~~Chief~~CONSOLIDATED ~~Executive~~FINANCIAL ~~Officer (Principal Executive Officer), Chief Financial Officer, Secretary, Treasurer (Principal Financial and Principal Accounting Officer) and Director~~STATEMENTS

~~II-2~~NOTE 10 – INCOME TAXES (Continued)

~~United~~Deferred ~~States~~tax ~~Securities~~assets and ~~Exchange~~liabilities ~~Commission~~are provided for significant income and expense items recognized in different years for tax and financial reporting purposes. Temporary differences, which give rise to a net deferred tax asset is as follows:

FORM S-1

	December 31, 2020		December 31, 2019
Net operating loss carryforward	$	454,152	$	90,510
Change in tax rate		-		-
Impairment of assets	$	-	$	31,500
Valuation allowance		(454,152)		(122,010)
Net deferred tax asset	$	-	$	-

~~Filed~~After ~~with~~consideration of all the ~~Securities~~evidence, both positive and ~~Exchange~~negative, ~~Commission~~management onhas recorded a full valuation allowance at December 3031, ~~2010~~2020 and 2019, due to the uncertainty of realizing the deferred income tax assets.

~~REGISTRATION~~NOTE ~~STATEMENT~~11 ~~UNDER~~- ~~THE~~SUBSEQUENT ~~SECURITIES ACT OF 1933~~EVENTS

~~DUKE~~On ~~MOUNTAIN~~January ~~RESOURCES~~12, ~~INC~~2021, the Company issued an aggregate of 400,000 shares of common stock for services.

~~Index~~On toJanuary ~~Exhibits~~21, 2021, the Company issued an aggregate of 145,263 shares of common stock for services.

~~Exhibit~~On February 10, 2021 the Company issued 10,000,000 shares of common stock for services.

~~Number~~On March 4, 2021, the Company issued an aggregate of 150,000 shares of common stock for services.

~~Description~~On March 16, 2021, the Company issued an aggregate of 10,000,000 shares of common stock for services.

3On June 24, 2021, the Company was sued by HGC in the United States District Court for the Southern District of Florida, Civil Action No. 1:21cv22322 for default on the note (see Note 7). The note was due within six months from the funding and HGC alleged that the Company was in default. The Company is defending this action.

~~Articles of Incorporation~~62

~~3.2~~PART II - INFORMATION NOT REQUIRED IN PROSPECTUS

~~Bylaws~~OTHER asEXPENSES ~~amended~~OF ISSUANCE AND DISTRIBUTION

4The following table is an itemization of all expenses, without consideration to future contingencies, incurred or expected to be incurred by our Corporation in connection with the issuance and distribution of the common shares being offered by this Prospectus.1 Items marked with an asterisk (*) represent estimated expenses. We have agreed to pay all the costs and expenses of this offering

Form of class A non-redeemable Warrant

Item	Amount

SEC Registration Fee	$	91.64
Legal Fees and Expenses*	$	25,000.00
Accounting Fees and Expenses*	$	0.00
Miscellaneous*	$	.0.00
Total*	$	25,091.64

~~4.2~~INDEMNIFICATION OF OFFICERS AND DIRECTORS

~~Form~~Pursuant to Section 607.0850 of ~~class~~the BNevada ~~non-redeemable~~Revised ~~Warrant~~Statutes, we have the power to indemnify any person made a party to any lawsuit by reason of being a director or officer of the Registrant, or serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. Our Bylaws provide that the Registrant shall indemnify its directors and officers to the fullest extent permitted by Nevada law.

5With regard to the foregoing provisions, or otherwise, we have been advised that in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the Securities Act of 1933, as amended, and is, therefore, unenforceable.1 In the event that a claim for indemnification against such liabilities (other than the payment by us of expenses incurred or paid by a director, officer or controlling person of the Corporation in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the common shares being registered, we will, unless in the opinion of our counsel the matter has been settled by a controlling precedent, submit to a court of appropriate jurisdiction the question of whether such indemnification by us is against public policy as expressed in the Securities Act of 1933, as amended, and will be governed by the final adjudication of such case.

~~Opinion~~RECENT ofSALES ~~Sierchio~~OF ~~Greco~~UNREGISTERED ~~& Greco, LLP~~SECURITIES

10None.1

~~Property Acquisition Agreement dated June 16, 2006 by and among Duke Mountain Resources, Inc. Herdev S. Rayat and James W. Laird (Goldstar)~~EXHIBITS

~~10.2~~63

~~Property~~ITEM ~~Acquisition Agreement dated June~~ 16~~, 2006 by and among Duke Mountain Resources, Inc~~. ~~Herdev S. Rayat and James W. Laird (Rosewall)~~EXHIBITS

10The following exhibits are included as part of this Form S-1.3

Property Acquisition Agreement dated June 16, 2006 by and among Duke Mountain Resources, Inc. Herdev S. Rayat and James W. Laird (Waterloo)

Exhibit No.		Description
3.1	Articles of Incorporation (1)
3.2	Bylaws (1)
5.1	Opinion of Counsel on legality of securities being registered (2)
23.1 23.2	Consent of RBSM, LLP (2) Consent of Boyle CPA (2)

~~10.5~~(1)Filed with Form SB-2 Registration Statement on January 24, 2017

~~Geological~~(2)To ~~Report~~be onfiled ~~the~~by ~~Goldstar~~amendment ~~Property~~to this Registration Statement on Form S-1/A

~~10.6~~UNDERTAKINGS

~~Geological~~The ~~Report~~undersigned onregistrant ~~the~~hereby ~~Rosewall Gold Property~~undertakes

101.7 To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

~~Geological~~i. ~~Report~~To oninclude any Prospectus required by section 10(a)(3) of the ~~Waterloo~~Securities ~~Creek~~Act ~~Property~~of 1933; ii. To reflect in the Prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of Prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement. iii. To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

232.1 That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. 3. To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. 4. That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities: The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

Consent of Sierchio & Company, LLP, included in Exhibit 5.1

	i.	Any Preliminary Prospectus or Prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

	ii.	Any free writing Prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

~~23.2~~64

~~Consent~~iii. The portion of ~~GBH~~any ~~CPAs,~~other PCfree writing Prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and iv. Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

235.3 That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser: Each Prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than Prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or Prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or Prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or Prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

~~Consent~~Insofar as indemnification for liabilities arising under the Securities Act of ~~Peterson~~1933 ~~Sullivan~~may be permitted to our directors, ~~LLP~~officers and controlling persons, we have been advised that in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by us of expenses incurred or paid by a director, officer or controlling person of the corporation in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, we will, unless in the opinion of our counsel the matter has been settled by a controlling precedent, submit to a court of appropriate jurisdiction the question of whether such indemnification by us is against public policy as expressed in the Securities Act of 1933, as amended, and will be governed by the final adjudication of such case.

~~Exhibit 3.1 Articles of Incorporation~~SIGNATURES

~~DEAN~~Pursuant ~~HELLER~~to ~~Secretary~~the requirements of ~~State~~the ~~206~~Securities ~~North~~Act ~~Carson~~of ~~Street Carson City~~1933, ~~Nevada~~the ~~89701-4298~~registrant ~~(775)~~has ~~684~~duly ~~5708~~caused ~~Website:~~this ~~secretaryofstate.biz~~registration ~~Entity~~statement #to ~~E0332142006-7~~be ~~Document~~signed ~~Number:~~on ~~20060283330-17~~its ~~Dated~~behalf ~~Filed:~~by ~~5/3/2006 10:00:21 AM In~~ the ~~office~~undersigned, ofthereunto ~~/s/~~duly ~~Dean~~authorized ~~Heller~~on ~~Dean~~November ~~Heller~~18, ~~Secretary of State~~2021.

~~Articles~~Xtreme ofFighting ~~Incorporation~~Championships ~~(PURSUANT~~Inc. TO/s/ ~~NRS~~Steve ~~78)~~A. Smith Jr. By: Steve A. Smith Jr. Its: Principal Executive Officer and Principal Financial and Accounting Officer and Director

~~Important:~~In ~~Read~~accordance ~~attached~~with ~~instructions~~the ~~before~~requirements ~~completing~~of ~~ABOVE~~the ~~SPACE~~Securities ISAct ~~FOR~~of ~~OFFICE~~1933, ~~USE~~this ~~ONLY~~registration statement was signed by the following persons in the capacities and on the dates stated:

1. Name of Corporation Duke Mountain Resources, Inc.

Name	Title	Date

/s/ Steve A. Smith Jr.	Principal Executive Officer, Principal	November 17, 2021
Steve A. Smith Jr.	Financial and Accounting Officer

2. Resident Agent Name
and Street Address:	Corporate Creations Network Inc.
(Must be a Nevada address	Name
where process may be served)
	8275 South Easstern Avenue #200-47	Las Vegas	Nevada	89123
	Street Address	City	State	Zip Code
	Optional Mailing Address	City	State	Zip Code

3. Shares:	Number of shares		Number of shares
(No of shares corporation	with par value:	Par value:	without par value:
authorized to issue)
	76,000,000	$ 0.001

4. Names &	Herdev S. Rayat
Addresses,	1. Name
of Board of
Directors/Trustees:	1990 Tomlie Street	Vancouver	BC	V6R 4C2
(attach additional page	Street Address	City	State	Zip Code
there is more than 3
directors/trustees
	2. Name
	Street Address	City	State	Zip Code
	3. Name
	Street Address	City	State	Zip Code

5. Purpose		The purpose of this corporation shall be:
(Optional-See Instructions)		All activities permitted by law

6. Names, Addresses	Norman Pasqueler	/s/ Norman A. Paquler
and Signature of	Name		Signature
Incorporator.
(attach additiona page	941 Fourth Street		Miami Beach	FL	33139
there is more than 1	Address		City	State	Zip Code
incorporated)

7. Certificate of	I hereby accept appointment as Resident Agent for the above named corporation.
Acceptance of
Appointment of
Resident Agent:	/s/ Norman A. Pasquler Norman A. Pasuler, ,Corporate Creations	5/2/2006
	Authorized Signature of R.A. or On Behalf of R.A. Company	Date

This form must be accompanied by appropriate fees. See attached fee schedule.

Nevada Secretary of State Form {78 ARTICLES 2003}

Exhibit 3.2 By-Laws as amended

AMENDED

BY-LAWS

Duke Mountain Resources, Inc

(A NEVADA CORPORATION)

ARTICLE I

OFFICES

Section 1.01

Locations of Offices. The Corporation may maintain such offices within or without the State of Nevada as the Board of Directors may from time to time designate or require.

Section 1.02

Principal Office. The address of the principal office of the Corporation shall be at the address of the registered office of the corporation as so designated in the office of the Lieutenant Governor/Secretary of State of the state of incorporation, or at such other address as the Board of Directors shall from time to time determine.

ARTICLE II

SHAREHOLDERS

Section 2.01

Annual Meeting. The annual meeting of the shareholders shall be held in May of each year or at such other time designated by the Board of Directors and as is provided for in the notice of the meeting, for the purpose of electing directors and for the transaction of such other business as may come before the meeting. If the election of directors shall not be held on the day designated for the annual meeting of the shareholders, or at any adjournment thereof, the Board of Directors shall cause the election to be held at a special meeting of the shareholders as soon thereafter as may be convenient.

Section 2.02

Special Meetings. Special meetings of the shareholders may be called at any time by the chairman of the board, the president, or by the Board of Directors, or in their absence or disability, by any vice president, and shall be called by the president or, in his or her absence or disability, by a vice president or by the secretary on the written request of the holders of not less than one-tenth of all the shares entitled to vote at the meeting, such written request to state the purpose or purposes of the meeting and to be delivered to the president, each vice-president, or secretary. In case of failure to call such meeting within 60 days after such request, such shareholder or shareholders may call the same.

Section 2.03

Place of Meetings. The Board of Directors may designate any place, either within or without the state of incorporation, as the place of meeting for any annual meeting or for any special meeting called by the Board of Directors. A waiver of notice signed by all shareholders entitled to vote at a meeting may designate any place, either within or without the state of incorporation, as the place for the holding of such meeting. If no designation is made, or if a special meeting be otherwise called, the place of meeting shall be at the principal office of the corporation.

Section 2.04.

Notice of Meetings. Notices of meetings of the stockholders shall be in writing and signed by the Chief Executive Officer, the President, a vice-president, the Secretary, an assistant secretary or such other person or persons designated by the Board of Directors. Such notice shall state the purpose or purposes for which the meeting is called and the date and time when, and the place where, it is to be held, and such additional information as may be required by applicable law. A copy of such notice shall be delivered personally, mailed postage prepaid or given by a form of electronic transmission permitted for such purpose by applicable law and the rules and regulations of the U.S. Securities and Exchange Commission and each national securities exchange or association upon which the Corporation's voting stock is then listed, to each stockholder of record entitled to vote at such meeting not less than ten (10) nor more than sixty (60) days before such meeting. If mailed, it shall be directed to the stockholder at his or her address as it appears upon the records of the Corporation and upon such mailing of any such notice, the service thereof shall be complete, and the time of the notice shall begin to run from the date upon which such notice is deposited in the mail. If no such address appears on the records of the Corporation or is incomplete and a stockholder has given no address for the purpose of notice, then it will be sufficient to address any notice to such stockholder at the principal office of the Corporation. If any notice addressed to the stockholder at the address of such stockholder appearing on the records of the Corporation is returned to the Corporation by the United States Postal Service marked to indicate that it is unable to deliver the notice to the stockholder at such address, all future notices shall be deemed to have been duly given to such stockholder, without further mailing, if the same shall be available for the stockholder upon written demand by the stockholder at the principal office of the Corporation for a period of one year from the date of the giving of the notice to all other stockholders.

Section 2.05

Waiver of Notice. Any shareholder may waive notice of any meeting of shareholders (however called or noticed, whether or not called or noticed and whether before, during, or after the meeting), by signing a written waiver of notice or a consent to the holding of such meeting, or an approval of the minutes thereof. Attendance at a meeting, in person or by proxy, shall constitute waiver of all defects of call or notice regardless of whether waiver, consent, or approval is signed or any objections are made. All such waivers, consents, or approvals shall be made a part of the minutes of the meeting.

Section 2.06

Fixing Record Date.

(a)

For the purpose of determining shareholders entitled to notice of or to vote at any annual meeting of shareholders or any adjournment thereof, or shareholders entitled to receive payment of any dividend or in order to make a determination of shareholders for any other proper purpose, the Board of Directors of the corporation may provide that the share transfer books shall be closed, for the purpose of determining shareholders entitled to notice of or to vote at such meeting, but not for a period exceeding sixty (60) days. If the share transfer books are closed for the purpose of determining shareholders entitled to notice of or to vote at such meeting, such books shall be closed for at least ten (10) days immediately preceding such meeting.

(b)

In lieu of closing the share transfer books, the Board of Directors may fix in advance a date as the record date for any such determination of shareholders, such date in any case to be not more than sixty (60) and, in case of a meeting of shareholders, not less than ten (10) days prior to the date on which the particular action requiring such determination of shareholders is to be taken. If the share transfer books are not closed and no record date is fixed for the determination of shareholders entitled to notice of or to vote at a meeting or to receive payment of a dividend, the date on which notice of the meeting is mailed or the date on which the resolution of the Board of Directors declaring such dividend is adopted, as the case may be, shall be the record date for such determination of shareholders. When a determination of shareholders entitled to vote at any meeting of shareholders has been made as provided in this Section, such determination shall apply to any adjournment thereof. Failure to comply with this Section shall not affect the validity of any action taken at a meeting of shareholders.

Section 2.07 Voting Lists. The officer or agent of the corporation having charge of the share transfer books for shares of the corporation shall make, at least ten (10) days before each meeting of shareholders, a complete list of the shareholders entitled to vote at such meeting or any adjournment thereof, arranged in alphabetical order, with the address of, and the number of shares held by each, which list, for a period of ten (10) days prior to such meeting, shall be kept on file at the registered office of the corporation and shall be subject to inspection by any shareholder during the whole time of the meeting. The original share transfer book shall be prima facie evidence as to the shareholders who are entitled to examine such list or transfer books, or to vote at any meeting of shareholders.

Section 2.08

Quorum. The holders of a majority of the stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of business, except as otherwise provided by the statutes of Nevada or by the Articles of Incorporation. If a quorum is not present or represented by proxy at any meeting of the stockholders, a majority of the voting power present or represented by proxy, or the chairman presiding at the meeting, shall have power to adjourn the meeting from time to time until a quorum shall be present in person or represented by proxy. At such adjourned meeting at which a quorum shall be present or represented by proxy, any business may be transacted which might have been transacted at the meeting as originally noticed. When a stockholder's meeting is adjourned to another place, date or time, notice need not be given of the adjourned meeting if the place, date and time thereof are announced at which the adjournment was taken. However, if a new record date is fixed for the adjourned meeting, notice of the adjourned meeting must be given to each stockholder of record as of the new record date.

Section 2.09 Voting of Shares. Except as otherwise provided in or pursuant to the Articles of Incorporation, every stockholder of record of the Corporation shall be entitled at each meeting of the stockholders to one vote for each share of stock standing in his or her name on the records of the Corporation. When a quorum is present or represented by proxy at any meeting, the holders of a majority of the stock present in person or represented by proxy and voting shall decide any question brought before such meeting, unless the question is one upon which, pursuant to the statutes of Nevada, the Articles of Incorporation or these Bylaws, a different vote is required, in which case such vote shall govern and control the decision of such question. The stockholders present at a duly called or held meeting at which a quorum is present may continue to transact business until adjournment, notwithstanding the withdrawal of enough stockholders to leave less than a quorum.

Section 2.10 Proxies. At each meeting of the shareholders, each shareholder entitled to vote shall be entitled to vote in person or by proxy; provided, however, that the right to vote by proxy shall exist only in case the instrument authorizing such proxy to act shall have been executed in writing by the registered holder or holders of such shares, as the case may be, as shown on the share transfer of the corporation or by his or her or her attorney thereunto duly authorized in writing. Such instrument authorizing a proxy to act shall be delivered at the beginning of such meeting to the secretary of the corporation or to such other officer or person who may, in the absence of the secretary, be acting as secretary of the meeting. In the event that any such instrument shall designate two or more persons to act as proxies, a majority of such persons present at the meeting, or if only one be present, that one shall (unless the instrument shall otherwise provide) have all of the powers conferred by the instrument on all persons so designated. Persons holding stock in a fiduciary capacity shall be entitled to vote the shares so held and the persons whose shares are pledged shall be entitled to vote, unless in the transfer by the pledge or on the books of the corporation he or she shall have expressly empowered the pledgee to vote thereon, in which case the pledgee, or his or her or her proxy, may represent such shares and vote thereon. If and to the extent authorized by the Board, a shareholder or the shareholder’s proxy not physically present at a shareholders meeting may attend the meeting by electronic or other means of remote communication that allows the shareholder or proxy (i) to read or to hear the meeting proceedings substantially concurrently as the proceedings occur, (ii) to be read or to be heard substantially concurrently as the shareholder or proxy communicates, and (iii) to vote on matters to which the shareholders or proxy is entitled to vote.

Section 2.11

Written Consent to Action by Shareholders. Unless otherwise restricted by the Articles of Incorporation, any action which may be taken by a vote of the stockholders at a meeting may be taken without a meeting and without notice if authorized by the written consent of stockholders holding at least a majority of the voting power required to take such action, unless the action is one upon which, pursuant to the statutes of Nevada, the Articles of Incorporation or these Bylaws, a different amount of voting power is required, in which such case the written consent of such voting power shall be necessary. The Board of Directors may adopt a resolution prescribing a date upon which the stockholders of record entitled to give written consent shall be determined. The date prescribed by the Board of Directors shall not precede or be more than ten (10) days after the date the resolution is adopted by the Board of Directors. If the Board of Directors does not adopt a resolution prescribing a date upon which the stockholders of record entitled to give written consent shall be determined and:

(a) No prior action by the Board of Directors is required by the statutes of Nevada, the date is the first date on which a valid, written consent is delivered in accordance with the statutes of Nevada and

(b) Prior action by the Board of Directors is required by the statutes of Nevada, the date is at the close of business on the day the Board of Directors adopts the resolution.

Section 2.12 Conduct of Meetings. (a) Subject to the requirements of the statutes of Nevada, the Articles of Incorporation and these Bylaws, all meetings of stockholders shall be conducted in accordance with such rules and procedures as the Board of Directors may determine and, as to matters not governed by such rules and procedures, as the chairman of such meeting shall determine. The chairman of any meeting of stockholders shall be designated by the Board of Directors and, in the absence of any such designation, shall be the Chief Executive Officer of the Corporation.

(b) The Board of Directors may appoint one or more voting inspectors to act at any meeting of shareholders or any adjournment thereof. If the Board does not make such appointment, or if their appointees or any of them fail to appear or act at the meeting of shareholders, the chairman of the meeting may appoint such inspector or inspectors to act at the meeting.

Section 2.13 Notice of Shareholder Proposals and Nominees for Election as Directors.

(a) No business shall be transacted at a meeting of shareholders, except such business as shall be (i) specified in the notice of meeting given as provided in Section 5 of this Article, (ii) presented by or at the direction of the Chief Executive Officer, President or Board of Directors, or (iii) otherwise brought before the meeting by a shareholder of record entitled to vote at the meeting in compliance with the procedures set forth in this Section 2.13. In addition to the requirements of any applicable law with respect to any proposal presented by a shareholder for action at a meeting of the shareholders of the corporation (including the requirements of the Securities and Exchange Commission relating to shareholder proposals and director nominees), and subject to the provisions of the General Corporation Law of Nevada as in effect from time to time, any shareholder desiring to introduce any business before any meeting of the shareholders of the corporation shall be required to deliver to the Secretary written notice containing the information specified herein (i) in the case of an annual meeting, at least 60 days but no more than 90 days in advance of the first anniversary of the notice date of the corporation’s proxy statement for the preceding year’s annual meeting, and (ii) in the case of a special meeting, no later than the tenth day following the notice date for such meeting. In the event that the date of an annual meeting is advanced by more than 30 days or delayed by more than 60 days from the first anniversary date of the preceding year’s annual meeting, notice by a shareholder must be delivered no earlier than the 90th day prior to such annual meeting and no later than the later of the 60th day prior to such annual meeting or the tenth day following the notice date for such meeting. The written notice required herein shall, as to each matter the shareholder proposes to bring before the meeting, contain the following information (in addition to any information required by applicable law): (i) the name and address of the shareholder who intends to present the proposal and the beneficial owner, if any, on whose behalf the proposal is made; (ii) the number of shares of each class of capital stock owned by the shareholder and such beneficial owner; (iii) a description of the business proposed to be introduced to the shareholders; (iv) any material interest, direct or indirect, which the shareholder or beneficial owner may have in the business described in the notice; and (v) a representation that the shareholder is a holder of record of shares of the corporation entitled to vote at the meeting and intends to appear in person or by proxy at the meeting to present the proposal.

(b) Only persons who are nominated in accordance with the provisions set forth in these bylaws shall be eligible to be elected as directors at a meeting of shareholders. Nominations of persons for election to the Board of Directors may be made at such meeting of shareholders (i) by or at the direction of the Board of Directors (or a properly authorized committee of the Board) or (ii) by any shareholder who is a shareholder of record at the time of giving of notice provided for in this Section 2.13, who shall be entitled to vote for the election of directors at the meeting and who complies with the notice procedures set forth in this Section 2.13. Any shareholder desiring to nominate a person for election as a director of the corporation shall deliver to the Secretary a written notice at such time and containing such information as set forth in Section 2.13(a) of this Article, with such additional information in the notice concerning the nominee for election as a director of the corporation as would be required, pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended (or any successor provision thereto), to be disclosed in the proxy materials concerning all persons nominated (by the corporation or otherwise) for election as a director of the corporation, as well as a consent signed by each nominee to serve as a director if elected.

(c) Failure of any shareholder to provide such notice in a timely and proper manner as set forth in this Section 2.13 shall authorize the presiding officer at the meeting of shareholders before which such business is proposed to be introduced, or at which such nominee is proposed to be considered for election as a director, to rule such proposal or nomination out of order and not proper to be introduced or considered.

(d)

No person shall be eligible for election as a director of the Corporation unless nominated in accordance with the procedures set forth herein. The chairman of the meeting shall, if the facts warrant, determine and declare to the meeting that a nomination was not made in accordance with the foregoing procedure, and if he or she should so determine, he or she shall so declare to the meeting and the defective nomination shall be disregarded.

ARTICLE III

DIRECTORS

Section 3.01 General Powers. The property, affairs, and business of the corporation shall be managed by its Board of Directors. The Board of Directors may exercise all the powers of the corporation whether derived from law or the Articles of Incorporation, except such powers as are by statute, by the Articles of Incorporation or by these Bylaws, vested solely in the shareholders of the corporation.

Section 3.02

Number, Term, and Qualifications. The Board of Directors shall consist of one to nine persons. Increases or decreases to said number may be made, within the numbers authorized by the Articles of Incorporation, as the Board of Directors shall from time to time determine by amendment to these Bylaws. An increase or a decrease in the number of the members of the Board of Directors may also be made upon amendment to these Bylaws by a majority vote of all of the shareholders, and the number of directors to be so increased or decreased shall be fixed upon a majority vote of all of the shareholders of the corporation. Each director shall hold office until the next annual meeting of shareholders of the corporation and until his or her successor shall have been elected and shall have qualified. Directors need not be residents of the state of incorporation or shareholders of the corporation.

Section 3.03 Classification of Directors. In lieu of electing the entire number of directors annually, the Board of Directors may provide that the directors be divided into either two or three classes, each class to be as nearly equal in number as possible, the term of office of the directors of the first class to expire at the first annual meeting of shareholders after their election, that of the second class to expire at the second annual meeting after their election, and that of the third class, if any, to expire at the third annual meeting after their election. At each annual meeting after such classification, the number of directors equal to the number of the class whose term expires at the time of such meeting shall be elected to hold office until the second succeeding annual meeting, if there be two classes, or until the third succeeding annual meeting, if there be three classes.

Section 3.04 Regular Meetings. A regular meeting of the Board of Directors shall be held without other notice than this bylaw immediately following, and at the same place as, the annual meeting of shareholders. The Board of Directors may provide by resolution the time and place, either within or without the state of incorporation, for the holding of additional regular meetings without other notice than such resolution.

Section 3.05 Special Meetings. Special meetings of the Board of Directors may be called by the Chairman of the Board or the Chief Executive Officer and shall be called by the Chief Executive Officer or Secretary at the written request of at least a majority of the directors then in office. If the Chief Executive Officer or Secretary refuses or neglects to properly call such special meeting, a special meeting may be called by a written request signed by at least a majority of the directors then in office. Notice of the date, time and place of special meetings shall be (a) personally or by telephone, telegraph, facsimile or electronic means, in each case at least forty-eight (48) hours prior to the holding of the meeting, or (b) by mail, charges prepaid, addressed to such director at his or her address as it is shown upon the records of the Corporation at least five (5) days prior to the holding of the meeting. Notice by mail shall be deemed to have been given four (4) business days following the date it is deposited in the United States mails, postage prepaid. Any other written notice shall be deemed to have been given at the time it is personally delivered to the recipient, or actually transmitted by the person giving the notice by electronic means, to the recipient. Oral notice shall be deemed to have been given at the time it is communicated, in person or by telephone, to the recipient or to a person at the office of the recipient who the person giving the notice has reason to believe will promptly communicate it to the recipient. Any notice, waiver of notice or consent to holding a meeting shall state the place, date and time of the meeting but need not specify the purpose of the meeting. If the address of any director does not appear upon the records of the Corporation or is incomplete, it will be sufficient to address any notice to such director at the principal office of the Corporation.

Section 3.06 Meetings by Telephone Conference Call. Members of the Board of Directors may participate in a meeting of the Board of Directors or a committee of the Board of Directors by means of conference telephone or similar communication equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this Section shall constitute presence in person at such meeting.

Section 3.07 Notice. Notice of any special meeting shall be given at least ten (10) days prior thereto by written notice delivered personally or mailed to each director at his or her regular business address or residence, or by telegram. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail so addressed, with postage thereon prepaid. If notice be given by telegram, such notice shall be deemed to be delivered when the telegram is delivered to the telegraph company. Any director may waive notice of any meeting. Attendance of a director at a meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting solely for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.

Section 3.08 Quorum. A majority of the number of directors shall constitute a quorum for the transaction of business at any meeting of the Board of Directors, but if less than a majority is present at a meeting, a majority of the directors present may adjourn the meeting from time to time without further notice.

Section 3.09 Manner of Acting. The act of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, and the individual directors shall have no power as such.

Section 3.10 Vacancies and Newly Created Directorship. If any vacancies shall occur in the Board of Directors by reason of death, resignation or otherwise, or if the number of directors shall be increased, the directors then in office shall continue to act and such vacancies or newly created directorships shall be filled by a vote of the directors then in office, though less than a quorum, in any way approved by the meeting. Any directorship to be filled by reason of removal of one or more directors by the shareholders may be filled by election by the shareholders at the meeting at which the director or directors are removed.

Section 3.11 Compensation. By resolution of the Board of Directors, the directors may be paid their expenses, if any, of attendance at each meeting of the Board of Directors, and may be paid a fixed sum for attendance at each meeting of the Board of Directors or a stated salary as director. No such payment shall preclude any director from serving the corporation in any other capacity and receiving compensation therefor.

Section 3.12 Presumption of Assent. A director of the corporation who is present at a meeting of the Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless his or her dissent shall be entered in the minutes of the meeting, unless he or she shall file his or her or her written dissent to such action with the person acting as the secretary of the meeting before the adjournment thereof, or shall forward such dissent by registered or certified mail to the secretary of the corporation immediately after the adjournment of the meeting. Such right to dissent shall not apply to a director who voted in favor of such action.

Section 3.13 Resignations. A director may resign at any time by delivering a written resignation to either the president, a vice president, the secretary, or assistant secretary, if any. The resignation shall become effective on its acceptance by the Board of Directors; provided, that if the board has not acted thereon within ten days from the date presented, the resignation shall be deemed accepted.

Section 3.14 Written Consent to Action by Directors. Anything herein to the contrary notwithstanding, any action required to be taken at a meeting of the directors of the corporation or any other action which may be taken at a meeting of the directors or of a committee, may be taken without a meeting, if a consent in writing, setting forth the action so taken, shall be signed by all of the directors, or all of the members of the committee, as the case may be. Such consent shall have the same legal effect as a unanimous vote of all the directors or members of the committee.

Section 3.15 Removal. At a meeting expressly called for that purpose, or by written consent, one or more directors may be removed by a vote of a majority of the shares of outstanding stock of the corporation entitled to vote at an election of directors.

Section 3.16. Interest Of Directors In Contracts. (a) No contract or transaction between the Corporation and one or more of its directors or officers, or between the Corporation and any other corporation, partnership, association, or other organization in which one or more of the Corporation's directors or officers, are directors or officers, or have a financial interest, shall be void or voidable solely for this reason, or solely because the director or officer is present at or participates in the meeting of the Board or committee which authorizes the contract or transaction, or solely because his or their votes are counted for such purpose, if:

(1) The material facts as to his relationship or interest and as to the contract or transaction are disclosed or are known to the Board of Directors or the committee, and the Board or committee in good faith authorizes the contract or transaction by the affirmative votes of a majority of the disinterested directors, even though the disinterested directors be less than a quorum; or

(2) The material facts as to his relationship or interest and as to the contract or transaction are disclosed or are known to the stockholders entitled to vote thereon, and the contract or transaction is specifically approved in good faith by vote of the stockholders; or

(3) The contract or transaction is fair as to the Corporation as of the time it is authorized, approved or ratified, by the Board of Directors, a committee of the Board of Directors or the stockholders.

(b) Interested directors may be counted in determining the presence of a quorum at a meeting of the Board of Directors or of a committee which authorizes the contract or transaction.

Section 3.17. Compensation of Directors. The directors shall receive such compensation for their services as directors, and such additional compensation for their services as members of any committees of the Board of Directors, as may be authorized by the Board of Directors, without regard to personal interest.

ARTICLE IV

EXECUTIVE COMMITTEE AND OTHER COMMITTEES

Section 4.01 How Constituted. The Board of Directors may designate an executive committee and such other committees as the Board of Directors may deem appropriate, each of which committees shall consist of two or more directors. Members of the executive committee and of any such other committees shall be designated annually at the annual meeting of the Board of Directors; provided, however, that at any time the Board of Directors may abolish or reconstitute the executive committee or any other committee. Each member of the executive committee and of any other committee shall hold office until his or her successor shall have been designated or until his or her resignation or removal in the manner provided in these Bylaws.

Section 4.02 Powers. During the intervals between meetings of the Board of Directors, the executive committee shall have and may exercise all powers of the Board of Directors in the management of the business and affairs of the corporation, except for the power to fill vacancies in the Board of Directors or to amend these Bylaws, and except for such powers as by law may not be delegated by the Board of Directors to an executive committee.

Section 4.03 Proceedings. The executive committee, and such other committees as may be designated hereunder by the Board of Directors, may fix its own presiding and recording officer or officers, and may meet at such place or places, at such time or times and on such notice (or without notice) as it shall determine from time to time. It will keep a record of its proceedings and shall report such proceedings to the Board of Directors at the meeting of the Board of Directors next following.

Section 4.04 Quorum and Manner of Acting. At all meeting of the executive committee, and of such other committees as may be designated hereunder by the Board of Directors, the presence of members constituting a majority of the total authorized membership of the committee shall be necessary and sufficient to constitute a quorum for the transaction of business, and the act of a majority of the members present at any meeting at which a quorum is present shall be the act of such committee. The members of the executive committee, and of such other committees as may be designated hereunder by the Board of Directors, shall act only as a committee and the individual members thereof shall have no powers as such.

Section 4.05 Resignations. Any member of the executive committee, and of such other committees as may be designated hereunder by the Board of Directors, may resign at any time by delivering a written resignation to either the president, the secretary, or assistant secretary, or to the presiding officer of the committee of which he or she is a member, if any shall have been appointed and shall be in office. Unless otherwise specified herein, such resignation shall take effect on delivery.

Section 4.06 Removal. The Board of Directors may at any time remove any member of the executive committee or of any other committee designated by it hereunder either for or without cause.

Section 4.07 Vacancies. If any vacancies shall occur in the executive committee or of any other committee designated by the Board of Directors hereunder, by reason of disqualification, death, resignation, removal, or otherwise, the remaining members shall, until the filling of such vacancy, constitute the then total authorized membership of the committee and, provided that two or more members are remaining, continue to act. Such vacancy may be filled at any meeting of the Board of Directors.

Section 4.08 Compensation. The Board of Directors may allow a fixed sum and expenses of attendance to any member of the executive committee, or of any other committee designated by it hereunder, who is not an active salaried employee of the corporation for attendance at each meeting of said committee.

ARTICLE V

OFFICERS

Section 5.01 Number. The officers of the corporation shall be a chief executive office, president, and a secretary, a treasurer, and such other officers as may be appointed by the Board of Directors. The Board of Directors may elect, but shall not be required to elect, a chairman of the board and the Board of Directors. Any person may hold two or more officers.

Section 5.02 Election, Term of Office, and Qualifications. The officers shall be chosen by the Board of Directors annually at its annual meeting. In the event of failure to choose officers at an annual meeting of the Board of Directors, officers may be chosen at any regular or special meeting of the Board of Directors. Each such officer (whether chosen at an annual meeting of the Board of Directors to fill a vacancy or otherwise) shall hold his or her office until the next ensuing annual meeting of the Board of Directors and until his or her successor shall have been chosen and qualified, or until his or her death, or until his or her resignation or removal in the manner provided in these Bylaws. Any one person may hold any two or more of such offices. The chairman of the board, if any, shall be and remain a director of the corporation during the term of his or her office. No other officer need be a director.

Section 5.03 The Chairman of the Board. The Chairman of the Board, if there be such an officer, shall have the following powers and duties.

(a)

He or she shall preside at all shareholders' meetings;

(b)

He or she shall preside at all meetings of the Board of Directors; and

(c)

He or she shall be a member of the executive committee, if any.

Section 5.04 The President. The president shall have the following powers and duties:

(a)

If no general manager has been appointed, he or she shall be the chief executive officer of the corporation, and, subject to the direction of the Board of Directors, shall have general charge of the business, affairs, and property of the corporation and general supervision over its officers, employees, and agents;

(b)

If no chairman of the board has been chosen, or if such officer is absent or disabled, he or she shall preside at meetings of the shareholders and Board of Directors;

(c)

He or she shall be a member of the executive committee, if any;

(d)

He or she shall be empowered to sign certificates representing shares of the corporation, the issuance of which shall have been authorized by the Board of Directors; and

(e)

He or she shall have all power and shall perform all duties normally incident to the office of a president of a corporation, and shall exercise such other powers and perform such other duties as from time to time may be assigned to him or her by the Board of Directors.

Section 5.05 The Chief Executive Officer. Unless the Board of Directors designates the chairman of the Board or the vice-chairman as chief executive officer, the president shall be the chief executive officer. The chief executive officer of the Corporation shall have, subject to the supervision and direction of the Board of Directors, general supervision of the business, property and affairs of the Corporation, including the power to appoint and discharge agents and employees, and the powers vested in him by the Board of Directors, by law or by these By-Laws or which usually attach or pertain to such office.

Section 5.06 The Vice Presidents. The Board of Directors may, from time to time, designate and elect one or more vice presidents, one of whom may be designated to serve as executive vice president. Each vice president shall have such powers and perform such duties as from time to time may be assigned to him or her by the Board of Directors or the president. At the request or in the absence or disability of the president, the executive vice president or, in the absence or disability of the executive vice president, the vice president designated by the Board of Directors or (in the absence of such designation by the Board of Directors) by the president, the senior vice president, may perform all the duties of the president, and when so acting, shall have all the powers of, and be subject to all the restrictions upon, the president.

Section 5.07 The Secretary. The secretary shall have the following powers and duties:

(a)

He or she shall keep or cause to be kept a record of all of the proceedings of the meetings of the shareholders and of the board or directors in books provided for that purpose;

(b)

He or she shall cause all notices to be duly given in accordance with the provisions of these Bylaws and as required by statute;

(c)

He or she shall be the custodian of the records and of the seal of the corporation, and shall cause such seal (or a facsimile thereof) to be affixed to all certificates representing shares of the corporation prior to the issuance thereof and to all instruments, the execution of which on behalf of the corporation under its seal shall have been duly authorized in accordance with these Bylaws, and when so affixed, he or she may attest the same;

(d)

He or she shall assume that the books, reports, statements, certificates, and other documents and records required by statute are properly kept and filed;

(e)

He or she shall have charge of the share books of the corporation and cause the share transfer books to be kept in such manner as to show at any time the amount of the shares of the corporation of each class issued and outstanding, the manner in which and the time when such stock was paid for, the names alphabetically arranged and the addresses of the holders of record thereof, the number of shares held by each holder and time when each became such holder or record; and he or she shall exhibit at all reasonable times to any director, upon application, the original or duplicate share register. He or she shall cause the share book referred to in Section 6.04 hereof to be kept and exhibited at the principal office of the corporation, or at such other place as the Board of Directors shall determine, in the manner and for the purposes provided in such Section;

(f)

He or she shall be empowered to sign certificates representing shares of the corporation, the issuance of which shall have been authorized by the Board of Directors; and

(g) He or she shall perform in general all duties incident to the office of secretary and such other duties as are given to him or her by these Bylaws or as from time to time may be assigned to him or her by the Board of Directors or the president.

Section 5.08 The Chief Financial Officer. The Chief Financial Officer shall have the following powers and duties:

(a)

He or she shall have charge and supervision over and be responsible for the monies, securities, receipts, and disbursements of the corporation;

(b)

He or she shall cause the monies and other valuable effects of the corporation to be deposited in the name and to the credit of the corporation in such banks or trust companies or with such banks or other depositories as shall be selected in accordance with Section 5.03 hereof;

(c)

He or she shall cause the monies of the corporation to be disbursed by checks or drafts (signed as provided in Section 5.04 hereof) drawn on the authorized depositories of the corporation, and cause to be taken and preserved property vouchers for all monies disbursed;

(d)

He or she shall render to the Board of Directors or the president, whenever requested, a statement of the financial condition of the corporation and of all of this transactions as treasurer, and render a full financial report at the annual meeting of the shareholders, if called upon to do so;

(e) He or she shall cause to be kept correct books of account of all the business and transactions of the corporation and exhibit such books to any director on request during business hours;

(f)

He or she shall be empowered from time to time to require from all officers or agents of the corporation reports or statements given such information as he or she may desire with respect to any and all financial transactions of the corporation; and

(g)

He or she shall perform in general all duties incident to the office of treasurer and such other duties as are given to him or her by these Bylaws or as from time to time may be assigned to him or her by the Board of Directors or the president.

Section 5.09 Subordinate Officers, Etc. The Board of Directors from time to time may appoint such other officers or agents as it may deem advisable, each of whom shall have such title, hold office for such period, have such authority, and perform such duties as the Board of Directors from time to time may determine. The Board of Directors from time to time may delegate to any officer or agent the power to appoint any such subordinate officer or agents and to prescribe their respective titles, terms of office, authorities, and duties. Subordinate officers need not be shareholders or directors.

Section 5.10 Resignations. Any officer may resign at any time by delivering a written resignation to the Board of Directors, the president, or the secretary. Unless otherwise specified therein, such resignation shall take effect on delivery.

Section 5.11 Removal. Any officer may be removed from office at any special meeting of the Board of Directors called for that purpose or at a regular meeting, by vote of a majority of the directors, with or without cause. Any officer or agent appointed in accordance with the provisions of Section 4.03 hereof may also be removed, either with or without cause, by any officer on whom such power of removal shall have been conferred by the Board of Directors.

Section 5.12 Vacancies and Newly Created Offices. If any vacancy shall occur in any office by reason of death, resignation, removal, disqualification, or any other cause, or if a new office shall be created, then such vacancies or new created offices may be filled by the Board of Directors at any regular or special meeting.

Section 5.13. Salaries. The salaries of the officers shall be fixed from time to time by the Board of Directors, and no officer shall be prevented from receiving such salary by reason of the fact that he is also a director of the Corporation.

ARTICLE VI

EXECUTION OF INSTRUMENTS, BORROWING OF MONEY,

AND DEPOSIT OF CORPORATE FUNDS

Section 6.01 Execution of Instruments. Subject to any limitation contained in the Articles of Incorporation or these Bylaws, the president or any vice president or the general manager, if any, may, in the name and on behalf of the corporation, execute and deliver any contract or other instrument authorized in writing by the Board of Directors. The Board of Directors may, subject to any limitation contained in the Articles of Incorporation or in these Bylaws, authorize in writing any officer or agent to execute and delivery any contract or other instrument in the name and on behalf of the corporation; any such authorization may be general or confined to specific instances.

Section 6.02 Loans. No loans or advances shall be contracted on behalf of the corporation, no negotiable paper or other evidence of its obligation under any loan or advance shall be issued in its name, and no property of the corporation shall be mortgaged, pledged, hypothecated, transferred, or conveyed as security for the payment of any loan, advance, indebtedness, or liability of the corporation, unless and except as authorized by the Board of Directors. Any such authorization may be general or confined to specific instances.

Section 6.03 Deposits. All monies of the corporation not otherwise employed shall be deposited from time to time to its credit in such banks and or trust companies or with such bankers or other depositories as the Board of Directors may select, or as from time to time may be selected by any officer or agent authorized to do so by the Board of Directors.

Section 6.04 Checks, Drafts, Etc. All notes, drafts, acceptances, checks, endorsements, and, subject to the provisions of these Bylaws, evidences of indebtedness of the corporation, shall be signed by such officer or officers or such agent or agents of the corporation and in such manner as the Board of Directors from time to time may determine. Endorsements for deposit to the credit of the corporation in any of its duly authorized depositories shall be in such manner as the Board of Directors from time to time may determine.

Section 6.05 Bonds and Debentures. Every bond or debenture issued by the corporation shall be evidenced by an appropriate instrument which shall be signed by the president or a vice president and by the secretary and sealed with the seal of the corporation. The seal may be a facsimile, engraved or printed. Where such bond or debenture is authenticated with the manual signature of an authorized officer of the corporation or other trustee designated by the indenture of trust or other agreement under which such security is issued, the signature of any of the corporation's officers named thereon may be a facsimile. In case any officer who signed, or whose facsimile signature has been used on any such bond or debenture, should cease to be an officer of the corporation for any reason before the same has been delivered by the corporation, such bond or debenture may nevertheless be adopted by the corporation and issued and delivered as through the person who signed it or whose facsimile signature has been used thereon had not ceased to be such officer.

Section 6.06 Sale, Transfer, Etc. of Securities. Sales, transfers, endorsements, and assignments of stocks, bonds, and other securities owned by or standing in the name of the corporation, and the execution and delivery on behalf of the corporation of any and all instruments in writing incident to any such sale, transfer, endorsement, or assignment, shall be effected by the president, or by any vice president, together with the secretary, or by any officer or agent thereunto authorized by the Board of Directors.

Section 6.07 Proxies. Proxies to vote with respect to shares of other corporations owned by or standing in the name of the corporation shall be executed and delivered on behalf of the corporation by the president or any vice president and the secretary or assistant secretary of the corporation, or by any officer or agent thereunder authorized by the Board of Directors.

ARTICLE VII

CAPITAL SHARES

Section 7.01 Share Certificates. Every holder of shares in the corporation shall be entitled to have a certificate, signed by the president or any vice president and the secretary or assistant secretary, and sealed with the seal (which may be a facsimile, engraved or printed) of the corporation, certifying the number and kind, class or series of shares owned by him or her in the corporation; provided, however, that where such a certificate is countersigned by (a) a transfer agent or an assistant transfer agent, or (b) registered by a registrar, the signature of any such president, vice president, secretary, or assistant secretary may be a facsimile. In case any officer who shall have signed, or whose facsimile signature or signatures shall have been used on any such certificate, shall cease to be such officer of the corporation, for any reason, before the delivery of such certificate by the corporation, such certificate may nevertheless be adopted by the corporation and be issued and delivered as though the person who signed it, or whose facsimile signature or signatures shall have been used thereon, has not ceased to be such officer. Certificates representing shares of the corporation shall be in such form as provided by the statutes of the state of incorporation. There shall be entered on the share books of the corporation at the time of issuance of each share, the number of the certificate issued, the name and address of the person owning the shares represented thereby, the number and kind, class or series of such shares, and the date of issuance thereof. Every certificate exchanged or returned to the corporation shall be marked "Canceled" with the date of cancellation.

Section 7.02 Transfer of Shares. Transfers of shares of the corporation shall be made on the books of the corporation by the holder of record thereof, or by his or her attorney thereunto duly authorized by a power of attorney duly executed in writing and filed with the secretary of the corporation or any of its transfer agents, and on surrender of the certificate or certificates, properly endorsed or accompanied by proper instruments of transfer, representing such shares. Except as provided by law, the corporation and transfer agents and registrars, if any, shall be entitled to treat the holder of record of any stock as the absolute owner thereof for all purposes, and accordingly, shall not be bound to recognize any legal, equitable, or other claim to or interest in such shares on the part of any other person whether or not it or they shall have express or other notice thereof.

Section 7.03 Regulations. Subject to the provisions of this Article VI and of the Articles of Incorporation, the Board of Directors may make such rules and regulations as they may deem expedient concerning the issuance, transfer, redemption, and registration of certificates for shares of the corporation.

Section 7.04 Maintenance of Stock Ledger at Principal Place of Business. A share book (or books where more than one kind, class, or series of stock is outstanding) shall be kept at the principal place of business of the corporation, or at such other place as the Board of Directors shall determine, containing the names, alphabetically arranged, of original shareholders of the corporation, their addresses, their interest, the amount paid on their shares, and all transfers thereof and the number and class of shares held by each. Such share books shall at all reasonable hours be subject to inspection by persons entitled by law to inspect the same.

Section 7.05 Transfer Agents and Registrars. The Board of Directors may appoint one or more transfer agents and one or more registrars with respect to the certificates representing shares of the corporation, and may require all such certificates to bear the signature of either or both. The Board of Directors may from time to time define the respective duties of such transfer agents and registrars. No certificate for shares shall be valid until countersigned by a transfer agent, if at the date appearing thereon the corporation had a transfer agent for such shares, and until registered by a registrar, if at such date the corporation had a registrar for such shares.

Section 7.06 Closing of Transfer Books and Fixing of Record Date.

(a)

The Board of Directors shall have power to close the share books of the corporation for a period of not to exceed 50 days preceding the date of any meeting of shareholders, or the date for payment of any dividend, or the date for the allotment of rights, or capital shares shall go into effect, or a date in connection with obtaining the consent of shareholders for any purpose.

(b)

In lieu of closing the share transfer books as aforesaid, the Board of Directors may fix in advance a date, not exceeding 50 days preceding the date of any meeting of shareholders, or the date for the payment of any dividend, or the date for the allotment of rights, or the date when any change or conversion or exchange of capital shares shall go into effect, or a date in connection with obtaining any such consent, as a record date for the determination of the shareholders entitled to a notice of, and to vote at, any such meeting and any adjournment thereof, or entitled to receive payment of any such dividend, or to any such allotment of rights, or to exercise the rights in respect of any such change, conversion or exchange of capital stock, or to give such consent.

(c)

If the share transfer books shall be closed or a record date set for the purpose of determining shareholders entitled to notice of or to vote at a meeting of shareholders, such books shall be closed for, or such record date shall be, at least ten (10) days immediately preceding such meeting.

Section 7.07 Lost or Destroyed Certificates. The corporation may issue a new certificate for shares of the corporation in place of any certificate theretofore issued by it, alleged to have been lost or destroyed, and the Board of Directors may, in its discretion, require the owner of the lost or destroyed certificate or his or her legal representatives, to give the corporation a bond in such form and amount as the Board of Directors may direct, and with such surety or sureties as may be satisfactory to the board, to indemnify the corporation and its transfer agents and registrars, if any, against any claims that may be made against it or any such transfer agent or registrar on account of the issuance of such new certificate. A new certificate may be issued without requiring any bond when, in the judgment of the Board of Directors, it is proper to do so.

Section 7.08 No Limitation on Voting Rights; Limitation on Dissenter's Rights. To the extent permissible under the applicable law of any jurisdiction to which the corporation may become subject by reason of the conduct of business, the ownership of assets, the residence of shareholders, the location of offices or facilities, or any other item, the corporation elects not to be governed by the provisions of any statute that (i) limits, restricts, modified, suspends, terminates, or otherwise affects the rights of any shareholder to cast one vote for each share of common stock registered in the name of such shareholder on the books of the corporation, without regard to whether such shares were acquired directly from the corporation or from any other person and without regard to whether such shareholder has the power to exercise or direct the exercise of voting power over any specific fraction of the shares of common stock of the corporation issued and outstanding or (ii) grants to any shareholder the right to have his or her stock redeemed or purchased by the corporation or any other shareholder on the acquisition by any person or group of persons of shares of the corporation. In particular, to the extent permitted under the laws of the state of incorporation, the corporation elects not to be governed by any such provision, including the provisions of the Nevada Control Share Acquisitions Act, Sections 78.378 to 78.3793, inclusive, of the Nevada Revised Statutes, or any statute of similar effect or tenor.

ARTICLE VIII

INEMNIFICATION, INSURANCE, AND

OFFICER AND DIRECTOR CONTRACTS

Section 8.01 Indemnification: Third Party Actions. The Corporation shall have the power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action, or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that he or she is or was a director, officer, employee, or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise, against expenses (including attorneys' fees) judgments, fines, and amounts paid in settlement actually and reasonably incurred by him or her in connection with any such action, suit or proceeding, if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful. The termination of any action, suit, or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the Corporation, and with respect to any criminal action or proceeding, he or she had reasonable cause to believe that his or her conduct was unlawful.

Section 8.02 Indemnification: Corporate Action. The Corporation shall have the power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that he or she is or was a director, officer, employee, or agent of the Corporation, or is or was serving at the request of the corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise, against expenses (including attorneys' fees) actually and reasonably incurred by him or her in connection with the defense or settlement of such action or suit, if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Corporation, except that no indemnification shall be made in respect of any claim, issue, or matter as to which such a person shall have been adjudged to be liable for negligence or misconduct in the performance of his or her duty to the Corporation, unless and only to the extent that the court in which the action or suit was brought shall determine on application that, despite the adjudication of liability but in view of all circumstances of the case, the person is fairly and reasonably entitled to indemnity for such expenses as the court deems proper.

Section 8.03 Determination. To the extent that a director, officer, employee, or agent of the corporation has been successful on the merits or otherwise in defense of any action, suit, or proceeding referred to in Sections 8.01 and 8.02 hereof, or in defense of any claim, issue, or matter therein, he or she shall be indemnified against expenses (including attorneys' fees) actually and reasonably incurred by him or her in connection therewith. Any other indemnification under Sections 8.01 and 8.02 hereof, shall be made by the corporation upon a determination that indemnification of the officer, director, employee, or agent is proper in the circumstances because he or she has met the applicable standard of conduct set forth in Sections 8.01 and 8.02 hereof. Such determination shall be made either (i) by the Board of Directors

by a majority vote of a quorum consisting of directors who were not parties to such action, suit, or proceeding; or (ii) by independent legal counsel on a written opinion; or (iii) by the shareholders by a majority vote of a quorum of shareholders at any meeting duly called for such purpose.

Section 8.04 General Indemnification. The indemnification provided by this Section shall not be deemed exclusive of any other indemnification granted under any provision of any statute, in the corporation's Articles of Incorporation, these Bylaws, agreement, vote of shareholders or disinterested directors, or otherwise, both as to action in his or her official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer, employee, or agent, and shall inure to the benefit of the heirs and legal representatives of such a person.

Section 8.05 Advances. Expenses incurred in defending a civil or criminal action, suit, or proceeding as contemplated in this Section may be paid by the corporation in advance of the final disposition of such action, suit, or proceeding upon a majority vote of a quorum of the Board of Directors and upon receipt of an undertaking by or on behalf of the director, officers, employee, or agent to repay such amount or amounts unless if it is ultimately determined that he or she is to indemnified by the corporation as authorized by this Section.

Section 8.06 Scope of Indemnification. The indemnification authorized by this Section shall apply to all present and future directors, officers, employees, and agents of the corporation and shall continue as to such persons who ceases to be directors, officers, employees, or agents of the Corporation, and shall inure to the benefit of the heirs,

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