SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

____________________________

FORM 10-Q

X . QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarter Ended ~~December~~March 31, ~~2011~~2012

. TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE TRANSITION PERIOD FROM _______________________ TO _______________________

RARUS TECHNOLOGIES INC.

(Exact name of small business issuer as specified in its charter)

Commission File # 333-168925

Nevada

(State or other jurisdiction of incorporation or organization)

27-2015109

(IRS Employer Identification Number)

2850 W. Horizon Ridge Parkway, Suite 200

Henderson, NV 89052

(Address of principal executive offices)

Phone: (702) 430-4610

(Issuer’s telephone number)

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

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes X . No .

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

Large accelerated filer . ~~Accelerated filer . Non-accelerated filer . (Do not check if a smaller reporting company) Smaller reporting company X .~~

Accelerated filer .

Non-accelerated filer .

Smaller reporting company X .

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

The issuer had 434,750,000 shares of common stock issued and outstanding as of ~~February~~April 1330, 2012.

RARUS TECHNOLOGIES INC.

(An Exploration Stage Company)

Table of Contents

			Page
PART I. Financial Information			1
	Item 1. Financial Statements.		1
		Balances Sheets at December 31, 2011 (unaudited) and June 30, 2011 (audited)	1
		Balances Sheets at March 31, 2012 (unaudited) and June 30, 2011 (audited)	1
		Unaudited Statements of Operations for the three and six month periods ended December 31, 2011 and December 31, 2010 and the Exploration Stage Period of June 23, 2010 to December 31, 2011	2
		Unaudited Statements of Operations for the three and nine month periods ended March 31, 2012 and March 31, 2011 and the Exploration Stage Period of June 23, 2010 to March 31, 2012	2
		Unaudited Statements of Cash Flows for the six month periods ended December 31, 2011 and December 31, 2010 and the Exploration Stage Period of June 23, 2010 to December 31, 2011	3
		Unaudited Statements of Cash Flows for the nine month periods ended March 31, 2012 and March 31, 2011 and the Exploration Stage Period of June 23, 2010 to March 31, 2012	3
		Unaudited Supplemental Disclosure of Non-cash Investing and Financing Activities for the six month periods ended December 31, 2011 and December 31, 2010 and the Exploration Stage Period of June 23, 2010 to December 31, 2011	4
		Unaudited Notes to Financial Statements	4
		Unaudited Notes to Financial Statements	5
	Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		12
	Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		11
	Item 3. Quantitative and Qualitative Disclosures about Market Risk		15
	Item 3. Quantitative and Qualitative Disclosures about Market Risk		14
	Item 4. Controls and Procedures		15
PART II. Other Information			1617
	Item 1. Legal Proceedings		1617
	Item 1a. Risk Factors		1617
	Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		2122
	Item 3. Defaults Upon Senior Securities		2122
	Item 4. (Removed and Reserved)		2122
	Item 5. Other Information		2122
	Item 6. Exhibits		22
Signatures			22

PART I – FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS (unaudited)

RARUS TECHNOLOGIES INC.

(An Exploration Stage Company)

~~Balances~~Balance Sheets

		December 31, 2011 (unaudited)		June 30, 2011
		March 31, 2012 (unaudited)		June 30, 2011
ASSETS
CURRENT ASSETS
Cash	$	~~20,058~~—	$	1,325
Prepaid expenses		219,~~214~~167		796
Total current assets		419,~~272~~167		2,121
OTHER ASSETS
Websites & domains (net of amortization of $2,000 at June 30, 2011) (Note 2)		—		275
Websites & domains (net of amortization of $nil and $2,000 at March 31, 2012 and June 30, 2011, respectively) (Note 2)		—		275
Total other assets		—		275
Total assets	$	419,~~272~~167	$	2,396
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
CURRENT LIABILITIES
Accounts payable and accrued expenses (Note 4)	$	—6,581	$	19,075
Advances and loans from stockholders (Note 6)		18,500		18,500
Loans (Note 7)		108,922		34,000
Accrued interest on loans (Note 7)		57,~~202~~931		550
Total current liabilities		~~132~~141,~~624~~934		72,125
Total liabilities	$	~~132~~141,~~624~~934	$	72,125
COMMITMENTS AND CONTINGENCIES (Notes 2, 3, 5, 8 and 9)		—		—
STOCKHOLDERS’ EQUITY (DEFICIT)
Preferred stock, $0.001 par value; 100,000,000 shares authorized; zero shares issued and outstanding	$	—	$	—
Common stock, $0.001 par value; 750,000,000 shares authorized; 434,750,000 and 425,000,000 issued and outstanding at December 31, 2011 and June 30, 2011, respectively (Note 4)		434,750		425,000
Common stock, $0.001 par value; 750,000,000 shares authorized;434,750,000 and 425,000,000 issued and outstanding at March 31, 2012 and June 30, 2011, respectively (Note 4)		434,750		425,000
Additional Paid-in Capital (Notes 4)		(453,195)		(448,320)
Shares subscribed but unissued		80,000		—
Retained Earnings (Deficit) accumulated during exploration stage		(~~152~~194,~~907~~322)		(46,409)
Total stockholders’ equity (deficit)	$	(91132,~~352~~767)	$	(69,729)
Total liabilities and stockholders’ equity (deficit)	$	419,~~272~~167	$	2,396

The accompanying notes to financial statements are an integral part of these ~~Financial~~financial statements

RARUS TECHNOLOGIES INC.

(An Exploration Stage Company)

Statements of Operations

(Unaudited)

		Three months ended December 31, 2011		Three months ended December 31, 2010		Six months ended December 31, 2011		Six months ended December 31, 2010		June 23, 2010 (inception) through December 31, 2011
		Three months ended March 31, 2012		Three months ended March 31, 2011		Nine months ended March 31, 2012		Nine months ended March 31, 2011		June 23, 2010 (inception) through March 31, 2012
EXPENSES:
Exploration expenses	$	109,~~538~~042	$	—	$	4352,~~771~~813	$	—	$	6271,~~271~~313
Professional & consultant fees		1220,~~670~~847		—		3758,~~670~~517		—		4566,~~670~~517
Administrative expenses		35,~~069~~806		~~693~~2,575		511,~~210~~016		24,~~105~~677		3238,~~469~~275
Investor relations		—2,990		—		~~195~~3,185		—		~~195~~3,185
Mineral properties impairments		~~15,000~~—		—		15,000		—		52,875
Total expenses		4138,~~277~~685		~~693~~2,575		~~101~~140,~~846~~531		24,~~105~~677		~~193~~232,~~480~~165
Net (loss) from Operations		(4138,~~277~~685)		(~~693~~2,575)		(~~101~~140,~~846~~531)		(24,~~105~~677)		(~~193~~232,~~480~~165)
OTHER INCOME (LOSS):
Gain from debt cancellation		—		—		—		—		49,500
Impairment loss		—		—		—		—		(3,725)
Interest expense (Note 7)		(2,~~759~~730)		—		(47,~~652~~382)		—		(57,~~202~~932)
Net Other Income (Loss)		(2,~~759~~730)		—		(47,~~652~~382)		—		4037,~~573~~843
NET (LOSS)	$	(4441,~~036~~415)	$	(~~693~~2,575)	$	(~~106~~147,~~498~~913)	$	(24,~~105~~677)	$	(~~152~~194,~~907~~322)
Loss per common share, basic and diluted	$	Nil	$	Nil	$	Nil	$	Nil
Weighted average shares outstanding (Note 2)		434,750,000		640,000,000		434,~~114~~324,~~130~~545		~~640~~614,~~000~~734,~~000~~144

The accompanying notes to financial statements are an integral part of these ~~Financial~~financial statements

RARUS TECHNOLOGIES INC.

(An Exploration Stage Company)

Statements of Cash Flows

(Unaudited)

		Six months ended December 31, 2011		Six months ended December 31, 2010		June 23, 2010 (inception) through December 31, 2011
		Nine months ended March 31, 2012		Nine months ended March 31, 2011		June 23, 2010 (inception) through March 31, 2012
Cash flows from operating activities:
Net loss for the period	$	(~~106~~147,~~498~~913)	$	(24,~~105~~677)	$	(~~152~~194,~~907~~322)
Reconciling adjustments:
Adjustments to reconcile net loss to net cash used in operation activities:
Mineral properties impairments		15,000		—		52,875
Impairment loss - website/domain names		—		—		3,725
Net gain on debt cancellation		—		—		(49,500)
Amortization		—		1,~~000~~500		2,000
Common stock issued for organization expense		—		—		6,800
Net change in operating assets and liabilities
Sale of website/domain names		275		—		275
Prepaid expenses		(208,~~418~~371)		—		(219,~~214~~167)
Accounts payable and accrued expenses		(~~9,548~~238)		~~(4,898)~~566		1726,~~077~~387
Net cash provided by (used in) operating activities		(~~121~~141,~~189~~247)		(62,~~003~~611)		(~~140~~160,~~869~~927)
Cash flows from investing activities:
Purchase of Mineral Properties		(15,000)		—		(52,875)
Net cash provided by (used in) investing activities		(15,000)		—		(52,875)
Cash flows from financing activities:
Common stock issued for cash		—		—20,000		20,000
Shares subscribed but not issued		80,000		—		80,000
Deferred offering costs paid in cash		—		—(6,120)		(13,620)
Proceeds from advances and loans from stockholders		—		67,~~850~~350		25,850
Re-payments for advances and loans from stockholders		—		—(7,350)		(7,350)
Proceeds from loans		74,922		—		108,922
Net cash provided by (used in) financing activities		154,922		613,~~850~~880		213,802
Net increase (decrease) in cash		18(1,~~733~~325)		~~847~~11,269		~~20,058~~—
Cash, beginning of period		1,325		—		—
Cash, end of period	$	~~20,058~~—	$	~~847~~11,269	$	~~20,058~~—
Supplemental Disclosure of Non-cash Investing and Financing Activities
Forgiveness of account payable owed to former director	$	—	$	—	$	7,000
Common stock issued for mineral properties purchases	$	4,875	$	—	$	4,875

The accompanying notes to financial statements are an integral part of these ~~Financial~~financial statements

RARUS TECHNOLOGIES INC.

(An Exploration Stage Company)

Supplemental Disclosure of Non-cash Investing and Financing Activities

(Unaudited)

		Six months ended December 31, 2011		Six months ended December 31, 2010		June 23, 2010 (inception) through December 31, 2011
Forgiveness of account payable owed to former director	$	—	$	—	$	7,000
Common stock issued for mineral properties purchases	$	4,875	$	—	$	4,875

The accompanying notes to financial statements are an integral part of these Financial statements

RARUS TECHNOLOGIES INC.

(An Exploration Stage Company)

Notes to Financial statements

Note 1 – Operations

Organization and Description of Business

Rarus Technologies Inc. ('Rarus', 'We', the 'Registrant', or the 'Company') was incorporated in the State of Nevada on June 23, 2010 under the name HotelPlace, Inc. On June 24, 2011, the Company changed its name to Rarus ~~Minerals~~Technologies Inc.; and on February 7, 2012 the Company changed its name to Rarus Technologies Inc. Since inception the Company has not been involved in any bankruptcy, receivership or similar proceedings; nor has it been involved in any consolidation, or merger arrangements. The financial statements included herein have been prepared by the Company in accordance with accounting principles generally accepted in the United States and our fiscal year end is June 30th.

Rarus trades on the OTCBB ~~and the Pink Sheets~~ under the symbol RARS.

Exploration Stage Activities

The Company is presently classified as an exploration stage company and has not yet realized any revenues from its planned operations. The Company's mineral exploration activities to ~~current~~ date have included exploration of the Pilot Peak Property in California, USA. The Company acquired the Pilot Peak Property on June 24, 2011 and cancelled the acquisition agreement for this property on January 4, 2012. On December 13, 2011, the Company had also acquired a mineral exploration property in Nevada, USA named the Eagleville Property and has also cancelled the Eagleville Property acquisition agreement effective January 16, 2012.

Note 2 – Basis of Presentation and Summary of Significant Accounting Policies

Basis of Presentation

These interim unaudited financial statements have been prepared on the same basis as the annual financial statements and in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary to present fairly the Company's financial position, results of operations and cash flows for the periods shown. The results of operations for such periods are not necessarily indicative of the results expected for a full year or for any future period.

The financial statements and notes are representations of the Company’s management, who are responsible for their integrity and objectivity. These accounting policies conform to generally accepted accounting principles in the United States of America and have been consistently applied in the preparation of the financial statements, which are stated in U.S. Dollars.

RARUS TECHNOLOGIES INC.

(An Exploration Stage Company)

Notes to Financial statements

This summary of significant accounting policies is presented to assist in understanding Rarus Mineral Inc.’s financial statements. The financial statements reflect the following significant accounting policies:

Exploration Stage Company

As an exploration stage enterprise, the Company discloses the deficit accumulated during the exploration stage and the cumulative statements of operations and cash flows from inception to the current balance sheet date.

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles in the United States of America 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 period. Actual results could differ from those estimates.

Basic and Diluted Net Loss per Share

Basic loss per share is calculated by dividing the net loss available to common stockholders by the weighted average number of common shares outstanding for the period. Diluted net loss per share is computed by dividing the net loss available to common stockholders by the weighted average number of common shares outstanding, to include common stock equivalents. As of ~~December~~March 31, ~~2011~~2012, the Company has not adopted a stock option plan and there are no warrants, or other common stock equivalents outstanding.

RARUS TECHNOLOGIES INC.

(An Exploration Stage Company)

Notes to Financial statements

Estimated Fair Value of Financial Instruments

ASC 820, "Fair Value Measurements", requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. It establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument's categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. It prioritizes the inputs into three levels that may be used to measure fair value:

Level 1

Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.

Level 2

Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data.

RARUS TECHNOLOGIES INC.

(An Exploration Stage Company)

Notes to Financial statements

Level 3

Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.

The Company's financial instruments consist principally of cash, accounts payable, loans payable, and amounts due to related parties. Pursuant to ASC 820, the fair value of our cash is determined based on "Level 1" inputs, which consist of quoted prices in active markets for identical assets. We believe that the recorded values of all of our other financial instruments approximate their current fair values because of their nature and respective maturity dates or durations.

It is management’s opinion that the Company is not exposed to significant interest, currency or credit risks arising from these financial instruments.

Income Taxes

The Company recognizes deferred tax liabilities and assets for the expected future tax consequences of events that have been recognized in the Company’s financial statements or tax returns using the liability method. Under this method, deferred tax liabilities and assets are determined based on the temporary differences between the financial statement carrying amounts and tax bases of assets and liabilities using enacted rates in effect in the years during which the differences are expected to reverse and upon the possible realization of net operating loss carry-forwards. Additionally, the Company has not recognized any amount for a tax position taken or expected to be taken on its tax return, or for any interest or penalties.

Valuation of Long-Lived Assets

The Company periodically analyzes its long-lived assets for potential impairment, assessing the appropriateness of lives and recoverability of un-depreciated balances through measurement of undiscounted operation cash flows on a basis consistent with accounting principles generally accepted in the United States of America.

Start-up Costs

The Company expenses the cost of start-up activities, including organizational costs, as those costs are incurred.

Amortization of Website and Related Software Costs

Certain direct purchase and related development costs associated with the Company's prior websites and related software were capitalized and included external direct costs of services and payroll costs for employees involved in the software projects. These costs were recorded as property and equipment and amortization was charged based on a three year asset life. Costs incurred during the preliminary project stage, as well as maintenance and training costs were expensed as incurred.

RARUS TECHNOLOGIES INC.

(An Exploration Stage Company)

Notes to Financial statements

Amortization of Website and Related Software Costs

Foreign Currency

The books of the Company are maintained in United States dollars and this is the Company’s functional and reporting currency. Transactions denominated in other than the United States dollar are translated as follows with the related transaction gains and losses being recorded in the Statements of Operations:

(i)

Monetary items are recorded at the exchange rate prevailing as at the balance sheet date;

(ii)

Non-Monetary items including equity are recorded at the historical exchange rate; and

(iii)

Revenues and expenses are recorded at the period average in which the transaction occurred.

Cash and Cash Equivalents

The Company considers cash and cash equivalents to consist of cash on hand and demand deposits in banks with an initial maturity of 90 days or less. During the period ended ~~December~~March 31, ~~2011~~2012, the Company did not hold any demand deposits in any banks and its cash consisted of funds held in its attorney's trust account.

Stock-based Compensation

The Company follows ASC 718-10, Stock Compensation, which addresses the accounting for transactions in which an entity exchanges its equity instruments for goods or services, with a primary focus on transactions in which an entity obtains employee services in share-based payment transactions. ASC 718-10 requires measurement of the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award (with limited exceptions). Incremental compensation costs arising from subsequent modifications of awards after the grant date must be recognized. The Company has not adopted a stock option plan and has not granted any stock options.

Risks and Uncertainties

The Company is subject to substantial business risks and uncertainties inherent in starting a new business. There is no assurance that the Company will be able to generate sufficient revenues or obtain sufficient funds necessary for launching a new business venture.

Reclassifications

Certain prior period amounts have been reclassified to conform to current period presentation.

Recent Accounting Pronouncements

We do not expect the adoption of any recent accounting pronouncements to have a material effect on our financial statements.

Other

The Company consists of one reportable business segment.

Advertising will be expensed when incurred.

We did not have any off-balance sheet arrangements as of December 31, 2011.

RARUS TECHNOLOGIES INC.

(An Exploration Stage Company)

Notes to Financial statements

Other

The Company consists of one reportable business segment.

Advertising will be expensed when incurred.

We did not have any off-balance sheet arrangements as of March 31, 2012.

Note 3– Going Concern

Generally accepted accounting principles in the United States of America contemplate the continuation of the Company as a going concern. However, the Company recorded a net loss of $(~~106~~447,~~498~~913) for the ~~six~~nine month period ended ~~December~~March 31, ~~2011~~2012 and has accumulated net losses totaling $(~~152~~194,~~907~~322) since inception. The Company also has limited business operations, which raises substantial doubt about the Company’s ability to continue as a going concern. The continuation of the Company is dependent upon the continuing financial support of investors and stockholders of the Company. As of ~~December~~March 31, ~~2011~~2012, we projected the Company would need additional cash resources to operate during the upcoming 12 months and during the three month period ended ~~December~~March 31, ~~2011~~2012 we have raised private placement funds of $80,000 to address this concern and have raised an additional $20,000 through a private placement subscription subsequent to period end. The Company intends to attempt to acquire additional operating capital through private equity offerings to the public and existing investors to fund its business plan. However, there is no assurance that equity or debt offerings will be successful in raising sufficient funds to assure the eventual profitability of the Company. The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts of and classification of liabilities that might be necessary in the event the Company cannot continue in existence.

Note 4 – Share Capital and Shares Issued for Settlement of Accounts Payable

On June 17, 2011, the Company implemented a Board authorized increase to the Company's authorized share capital. Under the Company's original Articles of Incorporation it was authorized to issue 100,000,000 shares of common stock, par value $0.001 and 1,000,000 shares of preferred stock, par value $0.001. On June 17, 2011, the Company filed a Certificate of Amendment to its Articles of Incorporation (the “Amendment”) with the Secretary of State of Nevada. As a result of the Amendment, the Company increased the authorized number of shares to seven hundred fifty million (750,000,000) shares, par value $0.001; and created a class of one hundred million (100,000,000) shares of preferred stock, par value $0.001, for which the Board of Directors may fix and determine the designations, rights, preferences or other variations.

As authorized by the Board and approved by the Financial Industry Regulatory Authority ('FINRA'), on June 24, 2011 the Company implemented a 50-for-1 forward split of its issued and outstanding common shares whereby every one (1) old share of common stock was exchanged for fifty (50) new shares of the Company's common stock. This increased the issued and outstanding shares of common stock from 8,500,000 prior to the forward split to 425,000,000 following the forward split. The forward split shares were authorized to be payable upon surrender of certificates to the Company's transfer agent.

RARUS TECHNOLOGIES INC.

(An Exploration Stage Company)

Notes to Financial statements

All references to stock issued and stock outstanding have been retroactively adjusted as if the stock split had taken place on June 23, 2010 (inception).

On June 24, 2010, the Company issued 325,000,000 shares of its common stock to its incorporator, chief executive officer and president for organization costs/services and issued an additional 15,000,000 shares to its sole outside director for services. These services were valued at $6,500 and $300, respectively based on a share price of $0.00002.

On June 24, 2010, following its formation, the Company issued 300,000,000 shares of our common stock to an unaffiliated entity, as consideration for the purchase of 12 websites and/or domain names, based on a fair value estimate price of $0.00002 per share for total deemed consideration of $6,000.

On February 23, 2011, the Company issued 100,000,000 shares of its common stock to nineteen (19) accredited investors who purchased their shares under a registration statement filed on Form S-1 with the Securities Exchange Commission ('SEC'). The nineteen (19) individual investors paid $0.0002 per share or a total of combined investment of $20,000.

On May 2, 2011, the Company's sole outside director submitted 15,000,000 shares he held for cancellation.

On June 23, 2011, the Company's president submitted 300,000,000 shares he held for cancellation.

On July 12, 2011, the Company issued 9,750,000 restricted shares of our common stock to the vendors of the Pilot Peak Property. These shares issued based on a fair value estimate price of $0.0005 per share for total deemed consideration of $4,875. This valuation was based on the closet comparable transaction which was a private control shares transaction on May 11, 2011 which was valued at $0.0005 per share.

8On December 13, 2011, the Company issued 1,500,000 restricted shares of our common stock to the vendors of the Eagleville Property. These shares were cancelled on January 20, 2012 and due to the proximity of this event to the December 31, 2011 period end, the effect of this cancellation was backdated to December 31, 2011.

At March 31, 2012, there were 434,750,000 shares of our common stock issued and outstanding and no preferred stock issued and outstanding.

Note 5 – Shares Subscribed but Unissued

At the balance sheet date of March 31, 2012, the Company had a balance of $80,000 related to a private placement sale of shares for which a deposit has been received, but for which shares have not yet been issued. The subscribers of these shares are non-US persons (as that term is defined in Regulation S of the Securities Act of 1933, as amended) and the shares will be issued in an offshore transaction relying on Regulation S and/or Section 4(2) of the Securities Act of 1933, as amended. The shares will be deemed "restricted" securities under the Securities Act and may not be sold or transferred other than pursuant to an effective registration statement under the Securities Act or any exemption from the registration requirements of the Securities Act.

RARUS TECHNOLOGIES INC.

(An Exploration Stage Company)

Notes to Financial statements

On December 13, 2011, the Company issued 1,500,000 restricted shares of our common stock to the vendors of the Eagleville Property. These shares were cancelled on January 16, 2012 and due to the proximity of this event to the December 31, 2011 period end, the effect of this cancellation was backdated to December 31, 2011.

At December 31, 2011, there were 434,750,000 shares of our common stock issued and outstanding and no preferred stock issued and outstanding.

Note 5 – Shares Subscribed but Unissued

At the balance sheet date of December 31, 2011, the Company had a balance of $80,000 related to a private placement sale of shares for which a deposit has been received, but for which shares have not yet been issued. The subscribers of these shares are non-US persons (as that term is defined in Regulation S of the Securities Act of 1933, as amended) and the shares will be issued in an offshore transaction relying on Regulation S and/or Section 4(2) of the Securities Act of 1933, as amended. The shares will be deemed "restricted" securities under the Securities Act and may not be sold or transferred other than pursuant to an effective registration statement under the Securities Act or any exemption from the registration requirements of the Securities Act.

Note 6 – Advances and loans from stockholders

On May 11, 2011, the Company received a stockholder advance from its CEO when he contributed $18,500 in expenses he had incurred for mineral property staking related to the Pilot Peak Property, prior to his appointment as CEO and acquisition of the Pilot Peak Property by the Company. This advance is unsecured and carries no interest rate or repayment terms.

During the period ended March 31, 2011, the Company had received $7,350 in loan proceeds from two of its shareholders in order to fund working capital expenses. These loans were unsecured and carried no interest rate or repayment terms. During the period ended June 30, 2011, the Company had fully repaid $7,350 of these loans.

Note 7 – Loans

On August 23, 2011, the Company issued a Promissory Note ('Note One') to aan unrelated corporation (which also loaned the funds for Note Two, Note Three and Note Four; hereinafter defined as the 'Lender') in the amount of $34,000 to evidence a loan the Company received on May 3, 2011. Note One accrues simple interest of 10% per annum and is due upon ten days written from the Lender. Interest on this loan of $~~871~~862 accrued during the three month period ended ~~December~~March 31, ~~2011~~2012 and has accrued total interest of $23,~~291~~153 since advance on May 3, 2011. The total balance owing on Note One was $3637,~~291~~153 at ~~December~~March 31, ~~2011~~2012.

On August 23, 2011, the Company issued a second Promissory Note ('Note Two') to the Lender in the amount of $39,965 to evidence a loan the Company received on August 2, 2011. Note Two accrues simple interest of 10% per annum and is due upon ten days written from the Lender. Interest on this loan of $~~1,007~~996 accrued during the three month period ended ~~December~~March 31, ~~2011~~2012 and has accrued total interest of $12,~~664~~661 since advance on August 2, 2011. The total balance owing on Note Two was $4142,~~629~~626 at ~~December~~March 31, ~~2011~~2012.

On August 23, 2011, the Company issued a third Promissory Note (the “Note Three”) to the Lender in the amount of $24,965 to evidence a loan the Company received on August 23, 2011. Note Three accrues simple interest of 10% per annum and is due upon ten days written from the Lender. Interest on this loan of $~~629~~623 accrued during the three month period ended ~~December~~March 31, ~~2011~~2012 and has accrued total interest of $~~896~~1,518 since advance on August 23, 2011. The total balance owing on Note Three was $2526,~~861~~483 at ~~December~~March 31, ~~2011~~2012.

On August 29, 2011, the Company issued a fourth Promissory Note (the “Note Four”) to the Lender in the amount of $9,992 to evidence a loan the Company received on August 26, 2011. Note Four accrues simple interest of 10% per annum and is due upon ten days written from the Lender. Interest on this loan of $~~252~~249 accrued during the three month period ended ~~December~~March 31, ~~2011~~2012. Note Four has accrued total interest of $~~350~~600 since advance on August 26, 2011. The total balance owing on Note Four was $10,~~342~~592 at ~~December~~March 31, ~~2011~~2012.

910

RARUS TECHNOLOGIES INC.

(An Exploration Stage Company)

Notes to Financial statements

Note 8 – Mineral Properties and Mineral Properties Impairments

Pilot Peak Property Acquisition and Agreement Cancellation

On June 24, 2011, the Company entered into an option to purchase a 100% interest to the rights to certain lode mining claims consisting of approximately 2,600 acres situated in San Bernardino County, California (the 'Pilot Peak Property'). On January 4, 2012, the Company cancelled the Pilot Peak Agreement and ownership of all exploration and mineral rights to the Pilot Peak Property reverted to the Pilot Peak property vendors. No further payments are due from the Company to the Pilot Peak Property vendors.

Eagleville Property Acquisition and Agreement Cancellation

On December 13, 2011, the Company entered into an option to purchase a 100% interest to the rights to certain lode mining claims, consisting of approximately 1140 acres, situated in the Eagleville Mining District, Mineral County, Nevada (the 'Eagleville Property'). On January 16, 2012, the Company cancelled the Eagleville Agreement and ownership of all exploration and mineral rights to the Eagleville Property reverted to the Eagleville property vendors. To effect the cancellation, the Company forfeited the initial advance royalty payments totaling $15,000 made to the property vendors and the property vendors agreed to return for cancellation 1,500,000 restricted common shares which had been issued to them by the Company; and such shares were cancelled on January 16, 2012. No further payments are due from the Company to the Eagleville Property vendors.

Impairments

As required by generally accepted accounting principles ('GAAP'), impairments were charged against the Company's ~~reviewed~~previous ~~its~~investments in mineral properties ~~acquisitions~~during ~~and~~the ~~determined~~relevant ~~its~~financial ~~expenditure~~periods. ofDuring ~~$15,000 during~~ the ~~three~~nine month period ended ~~December~~March 31, ~~2011~~2012 ~~did not qualify as an asset based on~~ the ~~standards of SEC Industry Guide 7 and was therefore impaired. The~~ Company affirmed aan ~~current period~~ impairment charge of $15,000 and also affirmed past and current impairment charges totaling $(52,875) for the Exploration Stage Period. ~~At present, the Company has no mineral property balances which are classified as assets under GAAP.~~

Note 9 – Subsequent ~~Events~~Event

AsOn ~~detailed~~April ~~in Note 8~~12, ~~subsequent to the period ended December 31, 2011, on January 4,~~ 2012, the Company ~~effected~~received ~~cancellation~~a ofcash ~~the~~deposit ~~Pilot~~of ~~Peak Agreement and on January 16~~$20,000 ~~2012,~~for ~~the~~a ~~Company~~private ~~effected~~placement ~~cancellation~~subscription. ~~of the Eagleville Agreement~~

On January 27, 2012, the Company filed a Certificate of Amendment to its Articles of Incorporation with the Nevada Secretary of State changing its corporate name to Rarus Technologies Inc. to reflect a planned change to the Company’s business. On February 7, 2012, approval of this name change was granted by the Financial Industry Regulatory Authority ('FINRA') and the Company's name became Rarus Technologies Inc. 11

ITEM 2. MANAGEMENTS’ DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These forward-looking statements are not historical facts but rather are based on current expectations, estimates and projections. We may use words such as “anticipate,” “expect,” “intend,” “plan,” “believe,” “foresee,” “estimate” and variations of these words and similar expressions to identify forward-looking statements. These statements are not guarantees of future performance and are subject to certain risks, uncertainties and other factors, some of which are beyond our control, are difficult to predict and could cause actual results to differ materially from those expressed or forecasted. These risks and uncertainties include the following:

The availability and adequacy of our cash flow to meet our requirements;

Economic, competitive, demographic, business and other conditions in our local and regional markets;

Changes or developments in laws, regulations or taxes in our industry;

Actions taken or omitted to be taken by third parties including our suppliers and competitors, as well as legislative, regulatory, judicial and other governmental authorities;

Competition in our industry;

The loss of or failure to obtain any license or permit necessary or desirable in the operation of our business;

Changes in our business strategy, capital improvements or development plans;

The availability of additional capital to support capital improvements and development; and

Other risks identified in this report and in our other filings with the Securities and Exchange Commission (the 'SEC').

This report should be read completely and with the understanding that actual future results may be materially different from what we expect. The forward looking statements included in this report are made as of the date of this report and should be evaluated with consideration of any changes occurring after the date of this Report. We will not update forward-looking statements even though our situation may change in the future and we assume no obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise.

Use of Term

Except as otherwise indicated by the context, references in this report to “Company”, “RARS”, “we”, “us” and “our” are references to Rarus Technologies Inc. All references to “USD” or United States Dollars refer to the legal currency of the United States of America.

Summary

Name change to Rarus Technologies Inc.

Rarus Technologies Inc. ('Rarus', 'We', the 'Registrant', or the 'Company') was incorporated in the State of Nevada on June 23, 2010 under the name HotelPlace, Inc. On June 24, 2011, the Company changed its name to Rarus ~~Minerals~~Technologies Inc.; and on February 7, 2012 the Company changed its name to Rarus Technologies Inc. Our financial statements are prepared in accordance with U.S. generally accepted accounting principles and we have expensed all development expenses related to the establishment of the company. Since inception the Company has not been involved in any bankruptcy, receivership or similar proceedings; nor has it been involved in any consolidation, or merger arrangements. Our fiscal year end is June 30th.

The Company is presently classified as an exploration stage company and has not yet realized any revenues from its planned operations. The Company's mineral exploration activities to current date have included exploration of the Pilot Peak Property in California, USA. The Company acquired the Pilot Peak Property on June 24, 2011 and cancelled the acquisition agreement for this property on January 4, 2012. On December 13, 2011, the Company had also acquired a mineral exploration property in Nevada, USA named the Eagleville Property and has also cancelled the Eagleville Property acquisition agreement effective January 16, 2012.

During the period ended ~~December~~March 31, ~~2011~~2012, we began a review of our business model and expect to finalize changes to our current model in the near future.

1112

Rarus trades on the OTCBB ~~and the Pink Sheets~~ under the symbol RARS.

Funding ~~initiative~~initiatives

On October 14, 2011, we received $80,000 from an accredited investor as a deposit toward a private placement initiative which is currently underway and on April 12, 2012, we received another private placement subscription deposit of $20,000 from another accredited investor.

Results of Operations for the Three and ~~Six~~nine ~~Month~~month Periods Ended ~~December~~March 31, ~~2011~~2012 and ~~December~~March 31, ~~2010~~2011 and the Exploration Stage Period from June 23, 2010 to ~~December~~March 31, ~~2011~~2012

We are a start-up, exploration stage company with a limited operating history. Our operating results for the periods ended ~~December~~March 31, ~~2011~~2012 and ~~December~~March 31, ~~2010~~2011 and the Exploration Stage Period of June 23, 2010 to ~~December~~March 31, ~~2011~~2012 (the ‘Exploration Stage’) are summarized as follows:

		Three Months ended December 31, 2011		Three Months ended December 31, 2010		Six Months ended December 31, 2011		Six Months ended December 31, 2010		June 23, 2010 (inception) to December 31, 2011
		Three Months ended March 31, 2012		Three Months ended March 31, 2011		Nine months ended March 31, 2012		Nine months ended March 31, 2011		June 23, 2010 (inception) to March 31, 2012
Revenue	$	–	$	–	$	–	$	–	$	–
Operating expenses	$	(4138,~~277~~685)	$	(~~693~~2,575)	$	(~~101~~140,~~846~~531)	$	(24,~~105~~677)	$	(~~193~~232,~~480~~165)
Interest expense	$	(2,~~759~~730)	$	–		(47,~~652~~382)		–		(57,~~202~~932)
Debt cancelation non–cash gain	$	–	$	–	$	–	$	–	$	49,500
Impairment loss – website & domains	$	–	$	–	$	–	$	–	$	(3,725)
Net Loss	$	(4441,~~036~~415)		(~~693~~2,575)	$	(~~106~~147,~~498~~913)		(24,~~105~~677)	$	(~~152~~194,~~907~~322)

Revenues

We have not earned any revenues since our inception and we do not anticipate earning revenues in the near future.

Expenses

Exploration Expenses

Exploration expenses were $109,~~538~~042 and $4352,~~771~~813 versus $nil and $nil, respectively for the three and ~~six~~nine month periods ended ~~December~~March 31, ~~2011~~2012 and ~~December~~March 31, ~~2010~~2011. Exploration expenses for the Exploration Stage totaled $6271,~~271~~313. During the current period, exploration expenses related to ~~U.S.~~geological ~~Bureau~~consulting ~~of Land Management rental~~ fees ~~on our properties~~ and ~~fees~~assay ~~paid for geological consulting~~expenses. We ~~expect~~do ~~exploration~~not ~~expenses~~expect to ~~decrease~~incur ~~significantly~~further inexploration ~~the upcoming quarter~~expenses.

Professional & Consultant Fees

Professional fees were $1220,~~670~~847 and $3758,~~670~~517 versus $nil and $nil, respectively for the three and ~~six~~nine month periods ended ~~December~~March 31, ~~2011~~2012 and ~~December~~March 31, ~~2010~~2011. Professional fees for the Exploration Stage totaled $4566,~~670~~517. During the current year period, professional fees included fees paid for legal, accounting and auditor fees. In the next twelve months, we project professional fees to increase moderately or remain at current levels.

Administrative Expenses

Administrative expenses were $35,~~069~~806 and $511,~~210~~016 versus $~~693~~2,575 and $24,~~105~~677, respectively for the three and ~~six~~nine month periods ended ~~December~~March 31, ~~2011~~2012 and ~~December~~March 31, ~~2010~~2011. During the Exploration Stage Period administrative expenses totaled $3238,~~469~~275. During the current period administrative fees were primarily composed of transfer agent fees, bank charges and filing fees related to our SEC filings. We expect administrative fees to increase moderately during the coming year.

Investor Relations

Investor relations expenses were $~~nil~~2,990 and $~~195~~3,185 versus $nil and $nil, respectively for the three and ~~six~~nine month periods ended ~~December~~March 31, ~~2011~~2012 and ~~December~~March 31, ~~2010~~2011. During the Exploration Stage Period investor relations expenses totaled $~~195~~3,185. Investor Relations expenses comprise costs for press releases, maintenance of the Company’s website and other investor information initiatives. We anticipate Investor Relations expenses will increase substantially during the coming quarters as we continue our efforts to raise further capital and keep investors informed of Company developments.

1213

Impairment Losses on Mineral Properties

OnIn ~~June~~previous ~~24,~~periods ~~2011~~ we ~~entered~~have ~~an Option to purchase the Pilot Peak Property and~~ made cash and share payments to the ~~vendors~~mineral ~~of the Pilot Peak~~ property vendors totaling $3752,875; and onimpairment ~~December~~charges ~~13,2010 we entered an Option to purchase the Eagleville Property and made cash and share payments to the vendors~~ of ~~the Eagleville property totaling~~ $1552,~~000.~~875 Tohave ~~conform~~been ~~with~~recorded ~~generally~~in ~~accepted~~our ~~accounting~~financial ~~principles~~statements. ~~pertaining~~In to the ~~classification~~period ofended ~~the~~March ~~mineral properties as assets~~31, ~~impairment charges of $(37~~2012,~~875)~~ ~~for~~mineral ~~the Pilot Peak~~ property ~~and~~impairments totaled $15,000. ~~for~~We ~~the~~do ~~Eagleville~~not ~~property~~expect ~~were~~to ~~entered~~incur ~~against~~further ~~these~~mineral ~~assets~~property ~~based on the Company’s~~ impairment ~~analyses as of June 30, 2011 and December 31, 2011~~expenses. ~~Impairment charges for the Exploration Stage Period totaled $(52,875).~~

Other Income - Gain on Cancellation of Debt

On May 11, 2011, two former officers of the company assumed liability for $49,500 of accrued expenses of the Company, which included $42,500 owed to legal counsel, which had been recorded as a deferred offering expense; and $7,000 owed to a former director, which had been recorded as an accrued expense owing. On June 30, 2011, these former officers, who had on May 11, 2011 resigned from the Company, forgave the full amount of these loans owed to them by the Company and this event eliminated $49,500 of liabilities owed by the Company. A gain of $49,500 from cancellation of this debt is included in these financial statements and accounts payable data reflected in the Exploration Stage period column in the Statement of Operations are net of the $7,000 accounts payable elimination.

Other Income - Impairment Loss-website and domain names

On July 22, 2011, the Company sold its website and all rights it held to domain names. Due to the proximity to the fiscal 2011 year end, an impairment loss of $(3,725) on these website/domain names assets was entered for the year ended June 30, 2011.

Interest Expense

Interest expense charges were $2,730 and $7,382 versus $nil and $nil, respectively for the three and nine month periods ended March 31, 2012 and March 31, 2011. During the Exploration Stage Period interest expense totaled $7,932. Interest expense comprises accrued interest for four loans detailed in Note 7 of our financial statements. We anticipate Interest expense will remain approximately at current levels during the coming quarters.

Net Loss

We incurred a net losses of $(4441,~~036~~415) and $(~~106~~447,~~498~~913) versus $(~~693~~2,575) and $(24,~~105~~677) respectively, for the three and ~~six~~nine month periods ended ~~December~~March 31, ~~2011~~2012 and ~~December~~March 31, ~~2010~~2011. The net loss for the Exploration Stage totaled $(~~152~~194,~~907~~322) and included a non-cash gain of $49,500 related to the ~~cancellation~~cancelation of debt and a non-cash loss of $(3,725) related to an impairment loss regarding websites/domain names.

Liquidity and Capital Resources

Our financial position as at ~~December~~March 31, ~~2011~~2012 and ~~December~~March 31, ~~2010~~2011 are as follows:

Net Working Capital (Deficiency)
		As at December 31, 2011		As at June 30, 2010
		As at March 31, 2012		As at June 30, 2010
Current Assets	$	419,~~272~~167	$	2,121
Current Liabilities		~~132~~141,~~624~~934		72,125
Net Working Capital (Deficiency)		(91132,~~352~~767)		(70,004)

Our net working capital deficiency increased from $(70,004) at June 30, 2010 to $(91132,~~352~~767) at ~~December~~March 31, ~~2011~~2012 primarily as a result of an increase in loans entered into by the Company.

Cash Flows
		Six Months ended December 31, 2011		Six Months ended December 31, 2010
		Nine months ended March 31, 2012		Nine months ended March 31, 2011
Net cash (used) by Operating Activities	$	(~~121~~141,~~189~~247)	$	(62,~~003~~611)
Net cash (used) by Investing Activities		(15,000)		-
Net cash provided by Financing Activities		154,922		613,~~850~~880
Increase (Decrease) in Cash during the Period		18(1,~~733~~325)		~~847~~11,269
Cash, Beginning of Period		1,325		-
Cash, End of Period		~~20,058~~–		~~847~~11,269

1314

Since the date of our inception on June 23, 2010 to ~~December~~March 31, ~~2011~~2012, we have raised $20,000 though an offering of our common shares; $108,922 from loans; $18,500 (net) from stockholder advances; and $80,000 from a private placement deposit. As of ~~December~~March 31, ~~2011~~2012 we had cash on hand of $~~20,058~~nil and a prepaid expenses balance of $219,~~214~~167.

Purchase of Significant Equipment

We currently do not have plans to purchase any significant equipment over the next twelve months.

Personnel Plan

We do not expect any material changes in the number of employees over the next 12 month period (although we may enter into employment or consulting agreements with our officers or directors). We do and will continue to outsource contract employment as needed.

Off-Balance Sheet Arrangements

There are no 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 is material to investors.

Material Events and Uncertainties

Our operating results are difficult to forecast. Our prospects should be evaluated in light of the risks, expenses and difficulties commonly encountered by comparable early stage companies in mineral resource markets. The continuation of our business is dependent upon obtaining further financing and achieving a profitable level of operations. The issuance of additional equity securities by us could result in a significant dilution in the equity interests of our current stockholders. Obtaining commercial loans, assuming those loans would be available, will increase our liabilities and future cash commitments.

There are no assurances that we will be able to obtain further funds required for our continued operations. We will pursue various financing alternatives to meet our immediate and long-term financial requirements. There can be no assurance that additional financing will be available to us when needed or, if available, that it can be obtained on commercially reasonable terms. If we are not able to obtain the additional financing on a timely basis, we will be unable to conduct our operations as planned, and we will not be able to meet our other obligations as they become due. In such event, we will be forced to scale down or perhaps even cease our operations.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

EXCHANGE RATE FLUCTUATION RISK

Our reporting currency is United States Dollars (“USD”) and our transactions are primarily conducted in USD. Foreign currency rate fluctuations may have an impact on the Company’s financial reporting. Any such fluctuations may have positive or negative impacts on the results of operations of the Company.

We have not entered into derivative contracts either to hedge existing risk or for speculative purposes.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

The Company maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in the Company's Exchange Act reports is recorded, processed, summarized and reported within the time communicated to the Company's management, including its Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure based closely on the definition of "disclosure controls and procedures" in Rule 13a-15(e). The Company's disclosure controls and procedures are designed to provide a reasonable level of assurance of reaching the Company's desired disclosure control objectives. In designing periods specified in the SEC's rules and forms, and that such information is accumulated and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. The Company's certifying officer has concluded that the Company's disclosure controls and procedures are not effective in reaching that level of assurance.

At the end of the period being reported upon, the Company carried out an evaluation, under the supervision and with the participation of the Company's management, including the Company's Chief Executive Officer and the Company's Chief Financial Officer, of the effectiveness of the design and operation of the Company's disclosure controls and procedures. Based on the foregoing, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were not effective.

Management's Report on Internal Control over Financial Reporting

Management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Section 13a-15(f) of the Securities Exchange Act of 1934, as amended). Internal control over financial reporting is a process designed by, or under the supervision of, the Company's CFO to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the Company's financial statements for external reporting purposes in conformity with U.S. generally accepted accounting principles and include those policies and procedures that (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and disposition of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company's assets that could have a material effect on the financial statements.

As of ~~December~~March 31, ~~2011~~2012, management conducted an assessment of the effectiveness of the Company's internal control over financial reporting based on the framework established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on the criteria established by COSO management concluded that the Company's internal control over financial reporting was not effective as of ~~December~~March 31, ~~2011~~2012, as a result of the identification of the material weaknesses described below.

A material weakness is a deficiency or combination of deficiencies in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis.

Specifically, management identified the following control weaknesses:

(1) The Company has not properly segregated duties as one or two individuals initiate, authorize, and complete all transactions. The Company has not implemented measures that would prevent the individuals from overriding the internal control system. The Company does not believe that this control weakness has resulted in deficient financial reporting because the Chief Financial Officer is aware of his responsibilities under the SEC's reporting requirements and personally certifies the financial reports;

(2) The Company has installed accounting software that does not prevent erroneous or unauthorized changes to previous reporting periods and does not provide an adequate audit trail of entries made in the accounting software.

Accordingly, while the Company has identified certain material weaknesses in its system of internal control over financial reporting, it believes that it has taken reasonable steps to ascertain that the financial information contained in this report is in accordance with generally accepted accounting principles. Management has determined that current resources would be appropriately applied elsewhere and when resources permit, they will alleviate material weaknesses through various steps.

Remediation Plan

We have identified that additional staff will be required to properly segment the accounting duties of the Company. However, we do not currently have resources to fulfill this part of our plan and will be addressing this matter once sufficient resources are available.

Changes in Internal Control over Financial Reporting

During the most recent quarter of the Company’s fiscal year ended June 30, 2012, no material changes were made to the Company’s internal control over financial reporting

Limitations on the Effectiveness of Controls

The Company has confidence in its revised regime of internal controls and procedures. Nevertheless, the Company’s management (including the Chief Executive Officer and Chief Financial Officer) believes that a control system, no matter how well designed and operated can provide only reasonable assurance and cannot provide absolute assurance that the objectives of the internal control system are met, and no evaluation of internal controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected. Further, the design of an internal control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitation in all internal control systems, no evaluation of controls can provide absolute assurance that all control issuers and instances of fraud, if any, within the Company have been detected.

PART II – OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

There is no litigation pending or threatened by or against us.

ITEM 1A. RISK FACTORS

In addition to other information in this current report, the following risk factors should be carefully considered in evaluating our business because such factors may have a significant impact on our business, operating results, liquidity and financial condition. As a result of the risk factors set forth below, actual results could differ materially from those projected in any forward-looking statements. Additional risks and uncertainties not presently known to us, or that we currently consider to be immaterial, may also impact our business, operating results, liquidity and financial condition. If any such risks occur, our business, operating results, liquidity and financial condition could be materially affected in an adverse manner. Under such circumstances, the trading price of our securities could decline, and you may lose all or part of your investment.

Risks Associated With Mining

Mineral exploration and development activities are speculative in nature

Resource exploration and development is a speculative business, characterized by a number of significant risks including, among other things, unprofitable efforts resulting not only from the failure to discover mineral deposits but from finding mineral deposits which, though present, are insufficient in quantity and quality to return a profit from production. The marketability of minerals acquired or discovered by our company may be affected by numerous factors which are beyond our control and which cannot be accurately predicted, such as market fluctuations, the proximity and capacity of milling facilities, mineral markets and processing equipment and such other factors as government regulations, including regulations relating to royalties, allowable production, importing and exporting of minerals and environmental protection, the combination of which factors may result in our company not receiving an adequate return of investment capital.

Substantial expenditures are required to establish ore reserves through drilling, to develop metallurgical processes to extract the metal from the ore and, in the case of new properties, to develop the mining and processing facilities and infrastructure at any site chosen for mining. Although substantial benefits may be derived from the discovery of a major mineralized deposit, no assurance can be given that minerals will be discovered in sufficient quantities and grades to justify commercial operations or that funds required for development can be obtained on a timely basis. Estimates of reserves, mineral deposits and production costs can also be affected by such factors as environmental permitting regulations and requirements, weather, environmental factors, unforeseen technical difficulties, unusual or unexpected geological formations and work interruptions. In addition, the grade of ore ultimately mined may differ from that indicated by drilling results. Short term factors relating to reserves, such as the need for orderly development of ore bodies or the processing of new or different grades, may also have an adverse effect on mining operations and on the results of operations. Material changes in ore reserves, grades, stripping ratios or recovery rates may affect the economic viability of any project.

All of our properties are in the exploration stage. There is no assurance that we can establish the existence of any mineral resource on any of our properties in commercially exploitable quantities. Until we can do so, we cannot earn any revenues from operations and if we do not do so we will lose all of the funds that we expend on exploration. If we do not discover any mineral resource in a commercially exploitable quantity, our business could fail.

Despite exploration work on our mineral properties, we have not established that any of them contain any mineral reserve, nor can there be any assurance that we will be able to do so. If we do not, our business could fail.

A mineral reserve is defined by the Securities and Exchange Commission in its Industry Guide 7, which can be viewed at www.sec.gov/divisions/corpfin/forms/industry.htm#secguide7, as that part of a mineral deposit which could be economically and legally extracted or produced at the time of the reserve determination. The probability of an individual prospect ever having a "reserve" that meets the requirements of the Securities and Exchange Commission's Industry Guide 7 is extremely remote; in all probability our mineral resource property does not contain any 'reserve' and any funds that we spend on exploration will probably be lost.

Even if we do eventually discover a mineral reserve on one or more of our properties, there can be no assurance that we will be able to develop our properties into producing mines and extract those resources. Both mineral exploration and development involve a high degree of risk and few properties which are explored are ultimately developed into producing mines.

The commercial viability of an established mineral deposit will depend on a number of factors including, by way of example, the size, grade and other attributes of the mineral deposit, the proximity of the resource to infrastructure such as a smelter, roads and a point for shipping, government regulation and market prices. Most of these factors will be beyond our control, and any of them could increase costs and make extraction of any identified mineral resource unprofitable.

Mineral operations are subject to applicable law and government regulation. Even if we discover a mineral resource in a commercially exploitable quantity, these laws and regulations could restrict or prohibit the exploitation of that mineral resource. If we cannot exploit any mineral resource that we might discover on our properties, our business may fail.

Both mineral exploration and extraction require permits from various foreign, federal, state and local governmental authorities and are governed by laws and regulations, including those with respect to prospecting, mine development, mineral production, transport, export, taxation, labour standards, occupational health, waste disposal, toxic substances, land use, environmental protection, mine safety and other matters. There can be no assurance that we will be able to obtain or maintain any of the permits required for the continued exploration of our mineral properties or for the construction and operation of a mine on our properties at economically viable costs. If we cannot accomplish these objectives, our business could fail.

We are in compliance with all material laws and regulations that currently apply to our activities but there can be no assurance that we can continue to remain in compliance. Current laws and regulations could be amended and we might not be able to comply with them, as amended. Further, there can be no assurance that we will be able to obtain or maintain all permits necessary for our future operations, or that we will be able to obtain them on reasonable terms. To the extent such approvals are required and are not obtained, we may be delayed or prohibited from proceeding with planned exploration or development of our mineral properties.

If we establish the existence of a mineral resource on any of our properties in a commercially exploitable quantity, we will require additional capital in order to develop the property into a producing mine. If we cannot raise this additional capital, we will not be able to exploit the resource, and our business could fail.

If we do discover mineral resources in commercially exploitable quantities on any of our properties, we will be required to expend substantial sums of money to establish the extent of the resource, develop processes to extract it and develop extraction and processing facilities and infrastructure. Although we may derive substantial benefits from the discovery of a major deposit, there can be no assurance that such a resource will be large enough to justify commercial operations, nor can there be any assurance that we will be able to raise the funds required for development on a timely basis. If we cannot raise the necessary capital or complete the necessary facilities and infrastructure, our business may fail.

Mineral exploration and development is subject to extraordinary operating risks. We do not currently insure against these risks. In the event of a cave-in or similar occurrence, our liability may exceed our resources, which would have an adverse impact on our company.

Mineral exploration, development and production involves many risks which even a combination of experience, knowledge and careful evaluation may not be able to overcome. Our operations will be subject to all the hazards and risks inherent in the exploration for mineral resources and, if we discover a mineral resource in commercially exploitable quantity, our operations could be subject to all of the hazards and risks inherent in the development and production of resources, including liability for pollution, cave-ins or similar hazards against which we cannot insure or against which we may elect not to insure. Any such event could result in work stoppages and damage to property, including damage to the environment. We do not currently maintain any insurance coverage against these operating hazards. The payment of any liabilities that arise from any such occurrence would have a material adverse impact on our company.

Mineral prices are subject to dramatic and unpredictable fluctuations.

We expect to derive revenues, if any, either from the sale of our mineral resource properties or from the extraction and sale of rare earth, precious and/or base metals. The price of those commodities has fluctuated widely in recent years, and is affected by numerous factors beyond our control, including international, economic and political trends, expectations of inflation, currency exchange fluctuations, interest rates, global or regional consumptive patterns, speculative activities and increased production due to new extraction developments and improved extraction and production methods. The effect of these factors on the price of rare earth, precious and base metals, and therefore the economic viability of any of our exploration properties and projects, cannot accurately be predicted.

The mining industry is highly competitive and there is no assurance that we will continue to be successful in acquiring mineral claims. If we cannot continue to acquire properties to explore for mineral resources, we may be required to reduce or cease operations.

The mineral exploration, development, and production industry is largely un-integrated. We compete with other exploration companies looking for mineral resource properties. While we compete with other exploration companies in the effort to locate and acquire mineral resource properties, we will not compete with them for the removal or sales of mineral products from our properties if we should eventually discover the presence of them in quantities sufficient to make production economically feasible. Readily available markets exist worldwide for the sale of mineral products. Therefore, we will likely be able to sell any mineral products that we identify and produce.

In identifying and acquiring mineral resource properties, we compete with many companies possessing greater financial resources and technical facilities. This competition could adversely affect our ability to acquire suitable prospects for exploration in the future. Accordingly, there can be no assurance that we will acquire any interest in additional mineral resource properties that might yield reserves or result in commercial mining operations.

Risks Related To Our Company

We are currently re-evaluating our business model and ~~expect~~plan to exit the mineral explorations industry

On February 7, 2012, in anticipation of a change in our business ~~mode~~model, the Company changed its name to Rarus Technologies Inc. We do not yet know what risks will be related to any new business we may enter and we cannot provide investors with any assurance that we will generate any operating revenues from any new business venture, or ever achieve profitable operations.

We have a limited operating history on which to base an evaluation of our business and prospects.

We have been in the business of exploring mineral resource properties since June 24, 2011 (the date of acquisition of the Pilot Peak Property) and we have not yet located any mineral reserves. As a result, we have never had any revenues from our operations. In addition, our operating history has been restricted to the acquisition and exploration of our mineral properties and this does not provide a meaningful basis for an evaluation of our prospects if we ever determine that we have a mineral reserve and commence the construction and operation of a mine. We have no way to evaluate the likelihood of whether our mineral properties contain any mineral reserve or, if they do that we will be able to build or operate a mine successfully. We anticipate that we will continue to incur operating costs without realizing any revenues during the period when we are exploring our properties. We therefore expect to continue to incur significant losses into the foreseeable future. We recognize that if we are unable to generate significant revenues from mining operations and any dispositions of our properties, we will not be able to earn profits or continue operations. At this early stage of our operation, we also expect to face the risks, uncertainties, expenses and difficulties frequently encountered by companies at the start up stage of their business development. We cannot be sure that we will be successful in addressing these risks and uncertainties and our failure to do so could have a materially adverse effect on our financial condition. There is no history upon which to base any assumption as to the likelihood that we will prove successful and we can provide investors with no assurance that we will generate any operating revenues or ever achieve profitable operations.

Our activities will be subject to environmental and other industry regulations which could have an adverse effect on our financial condition

Our company's activities are subject to environmental regulations promulgated by government agencies from time to time. Environmental legislation generally provides for restrictions and prohibitions on spills, releases or emissions of various substances produced in association with certain mining industry operations, such as seepage from tailing disposal areas, which would result in environmental pollution. A breach of such legislation may result in imposition of fines and penalties. In addition, certain types of operations require the submission and approval of environmental impact assessments. Environmental legislation is evolving in a manner which means stricter standards and enforcement, fines and penalties for non-compliance are more stringent. Environmental assessments of proposed projects carry a heightened degree of responsibility for companies and directors, officers and employees. The cost of compliance with changes in governmental regulations could have an adverse effect on the financial condition of our company.

The operations of our company will include exploration and development activities and potentially commencement of production on our properties, which requires permits from various federal, state and local governmental authorities and such operations are and will be governed by laws and regulations governing prospecting, development, mining, production, exports, taxes, labor standards, occupational health, waste disposal, toxic substances, land use, environmental protection, mine safety and other matters. Companies engaged in the development and operation of mines and related facilities generally experience increased costs and delays in production and other schedules as a result of the need to comply with applicable laws, regulations and permits.

Failure to comply with applicable laws, regulations, and permitting requirements may result in enforcement actions, including orders issued by regulatory or judicial authorities causing operations to cease or be curtailed, and may include corrective measures requiring capital expenditures, installation of additional equipment, or remedial actions. Parties engaged in mining operations may be required to compensate those suffering loss or damage by reason of the mining activities and may have civil or criminal fines or penalties imposed for violations of applicable laws or regulations and, in particular, environmental laws.

The fact that we have not earned any operating revenues since our incorporation raises substantial doubt about our ability to continue to explore our mineral properties as a going concern.

We have not generated any revenue from operations since our incorporation and we anticipate that we will continue to incur operating expenses without revenues unless and until we are able to identify a mineral resource in a commercially exploitable quantity on one or more of our mineral properties and we build and operate a mine. At ~~December~~March 31, ~~2011~~2012, we had cash in the amount of $~~20,058~~nil and a net working capital deficiency of $(91132,~~352~~767). We incurred a net loss of $(~~106~~147,~~498~~913) for the ~~six~~nine month period ended ~~December~~March 31, ~~2011~~2012 and a net loss of $(~~152~~194,~~907~~322), net of non-cash gains, since inception on June 23, 2010. We may have to raise additional funds to meet our currently budgeted operating requirements for the next 12 months. As we cannot assure a lender that we will be able to successfully explore and develop our mineral properties, we will probably find it difficult to raise debt financing from traditional lending sources. We have traditionally raised our operating capital from sales of equity securities, stockholder advances, and third party loans, but there can be no assurance that we will continue to be able to do so. If we cannot raise the money that we need to continue exploration of our mineral properties, we may be forced to delay, scale back, or eliminate our exploration activities. If any of these were to occur, there is a substantial risk that our business would fail.

These circumstances have lead our independent registered public accounting firm, in their report included in our Form 10-K for the year ended June 30, 2011, to comment about our company’s ability to continue as a going concern. Management has plans to seek additional capital through private placements and/or public offerings of its capital stock and debt offerings. These conditions raise substantial doubt about our company’s ability to continue as a going concern. Although there are no assurances that management’s plans will be realized, management believes that our company will be able to continue operations in the future. Our consolidated financial statements do not include any adjustments relating to the recoverability and potential classification of recorded assets, or the amounts of and classification of liabilities that might be necessary in the event our company cannot continue in existence. We continue to experience net operating losses.

We currently rely on certain key individuals and the loss of one of these key individuals could have an adverse effect on the Company

Our success depends to a certain degree upon certain key members of our management. These individuals are a significant factor in the our growth and success. The loss of the service of members of management and our board could have a material adverse effect on our company. In particular, the success of our company is highly dependent upon the efforts of our President & CEO, the loss of whose services would have a material adverse effect on the success and development of our company. Additionally, we do not anticipate having key man insurance in place in respect of our directors and senior officers in the foreseeable future.

We require substantial funds merely to determine whether commercial precious metal deposits exist on our properties

Any potential development and production of our exploration properties depends upon the results of exploration programs and/or feasibility studies and the recommendations of duly qualified engineers and geologists. Such programs require substantial additional funds. Any decision to further expand our operations on these exploration properties is anticipated to involve consideration and evaluation of several significant factors including, but not limited to:

·o

Costs of bringing each property into production, including exploration work, preparation of production feasibility studies, and construction of production facilities;

·o

Availability and costs of financing;

·o

Ongoing costs of production;

·o

Market prices for the precious metals to be produced;

·o

Environmental compliance regulations and restraints; and

·o

Political climate and/or governmental regulation and control.

Risks Associated with Our Common Stock

Trading on the OTC Bulletin Board 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 the Over-The-Counter Bulletin Board service of the Financial Industry Regulatory Authority. Trading in stock quoted on the Over-The-Counter Bulletin Board 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, the Over-The-Counter Bulletin Board is not a stock exchange, and trading of securities on the Over-The-Counter Bulletin Board is often more sporadic than the trading of securities listed on a quotation system like NASDAQ, or a stock exchange like Amex. Accordingly, 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 the SEC which provides information about penny stocks and the nature and level 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 the customer orally or in writing prior to effecting the transaction and must be given to the customer in writing before or with the customer’s confirmation. In addition, the penny stock rules require that prior to a transaction in a penny 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 reducing the level of trading activity in the secondary market for the stock that is subject to these penny stock rules. Consequently, these penny stock rules may affect the ability of broker-dealers to trade our securities. We believe that the penny stock rules discourage investor interest in, and limit the marketability of, our common stock.

In addition to the “penny stock” rules promulgated by the Securities and Exchange Commission, the Financial Industry Regulatory Authority 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 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, the Financial Industry Regulatory Authority believes that there is a high probability that speculative low-priced securities will not be suitable for at least some customers. The Financial Industry Regulatory Authority ’ 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.

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

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

The Company has no senior securities outstanding.

ITEM 4. (REMOVED AND RESERVED)

ITEM 5. OTHER INFORMATION

(a) During the quarter there was no information which would have been required to be filed via a report on Form 8-K which was not filed as such.

(b) During the quarter there were no material changes to the procedures by which security holders may recommend nominees to the registrant’s board of directors.

ITEM 6. EXHIBITS

EXHIBIT INDEX

Number


Number	Exhibit Description

3.1⁽¹⁾	Articles of Incorporation
3.2⁽¹⁾	Bylaws
3.2⁽²⁾	Amendment to Articles of Incorporation
3.2⁽³⁾	Amendment to Articles of Incorporation
31.1	Certificate of President & Chief Executive Officer (principal executive officer) pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2	Certificate of Chief Financial Officer (principal financial officer) pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-OxleyAct of 2002
32.1	Certificate of President & Chief Executive Officer and Chief Financial Officer and Principal Accounting Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS	XBRL Instance Document
101.SCH	XBRL Taxonomy Extension Schema Document
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document
101.LAB	XBRL Taxonomy Extension Labels Linkbase Document
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document

Exhibit Description

3.1(1)	Articles of Incorporation
3.2(1)	Bylaws
3.2(2)	Amendment to Articles of Incorporation
31.1	Certificate of President & Chief Executive Officer (principal executive officer) pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2	Certificate of Chief Financial Officer (principal financial officer) pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-OxleyAct of 2002
32.1	Certificate of President & Chief Executive Officer and Chief Financial Officer and Principal Accounting Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

⁽¹⁾Filed with the SEC on August 19, 2010 as part of our Registration Statement on Form S-1 and incorporated herein by this reference

⁽²⁾Filed with the SEC on June 29, 2011 as an exhibit to a Current Report on Form 8-K and incorporated herein by this reference.

⁽³⁾Filed with the SEC on February 8,m 2012 as an exhibit to a Current Report on Form 8-K and incorporated herein by this reference.

SIGNATURES

In accordance with the requirements of the Securities Exchange Act of 1934, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

RARUS TECHNOLOGIES INC.

/s/ Manfred Ruf

Manfred Ruf

President & CEO, CFO

Dated: ~~February~~April 1330, 2012

Filing Compare · RARUS TECHNOLOGIES INC