UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

x o ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended March 31, 2011

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

For the transition period ~~from_______to_______~~from April 1, 2011 to December 31, 2011

Commission file number 333-152023

CONTINENTAL RESOURCES GROUP, INC.

(Exact name of registrant as specified in its charter)

	Delaware		26-1657084
	(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

	3266 W. Galveston Drive #101 Apache Junction, AZ		85120
	(Address of principal executive offices)		(Zip Code)

Registrant's telephone number, including area code (480) 288-6530

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. o Yes x No

Indicate by check mark if registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. o Yes x No

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. x Yes o 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 (§ 229.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). o Yes o No

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o

Indicate by check mark whether the registrant is a large accelerated file, 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 o	Accelerated filer o
Non-accelerated filer o (Do not check if a smaller reporting company)	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). o Yes x No

The aggregate market value of the voting and non-voting common equity held by non-affiliates as of the Company’s most recently completed second fiscal quarter was approximately $3626,~~026~~308,~~474~~205.

As of ~~August~~April 1211, ~~2011~~2012, there were 95,119,018 shares of Common Stock, par value $0.0001 per share, outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

None.

CONTINENTAL RESOURCES GROUP, INC.

		Page
	PART I
Item 1.	Business.	13
Item 1A.	Risk Factors.	112
Item 1B.	Unresolved Staff Comments.	119
Item 2.	Properties.	119
Item 3.	Legal Proceedings.	119
Item 4.	~~(Removed~~Mine ~~and~~Safety ~~Reserved)~~Disclosures.	119
	PART II
Item 5.	Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.	119
Item 6.	Selected Financial Data.	122
Item 7.	Management’s Discussion and Analysis of Financial Condition or Plan of Operation	122
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk.	134
Item 8.	Financial Statements and Supplementary Data.	135
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.	189
Item 9A.	Controls and Procedures.	189
Item 9B.	Other Information.	190
	PART III
Item 10.	Directors, Executive Officers and Corporate Governance.	190
Item 11.	Executive Compensation.	192
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.	193
Item 13.	Certain Relationships and Related Transactions, and Director Independence.	193
Item 14.	Principal Accountant Fees and Services.	194
	PART IV	1
Item 15.	Exhibits and Financial Statement Schedules.	195

PART I

Forward-Looking Statements

~~Forward-looking~~This ~~statements~~Annual inReport ~~this~~on ~~report,~~Form 10-K (including ~~without~~the ~~limitation,~~section ~~statements~~regarding ~~related~~Management’s toDiscussion ~~Continental~~and ~~Resources~~Analysis ~~Group,~~of ~~Inc~~Financial Condition and Results of Operations) and any documents incorporated by reference herein or therein may contain “forward-looking statements.’s” ~~plans~~Forward-looking statements reflect our current view about future beliefs, ~~strategies~~plans, objectives, goals or expectations,. ~~intentions~~When ~~and~~used ~~adequacy~~in ofsuch ~~resources~~documents, ~~are~~the ~~made~~words ~~pursuant~~“anticipate,” to“believe,” ~~the~~“estimate,” ~~safe~~“expect,” ~~harbor~~“future,” ~~provisions~~“intend,” of“plan,” or the ~~Private~~negative ~~Securities~~of ~~Litigation~~these ~~Reform~~terms ~~Act~~and ofsimilar ~~1995.~~expressions, ~~Investors~~as ~~are~~they ~~cautioned~~relate ~~that~~to ~~such~~us or our management, identify forward-looking statements. ~~involve~~Such ~~risks~~statements, ~~and~~include, ~~uncertainties~~but ~~including~~are ~~without~~not ~~limitation~~limited ~~the~~to, ~~following:~~statements ~~(i)~~relating ~~Continental~~to ~~Resources~~our ~~Group~~business goals, ~~Inc.’s~~business ~~plans~~strategy, ~~strategies,~~our ~~objectives,~~future ~~expectations~~operating results and ~~intentions~~liquidity ~~are~~and ~~subject~~capital toresources ~~change~~outlook. atForward-looking ~~any~~statements ~~time~~are atbased ~~the~~on ~~discretion~~our ofcurrent ~~Continental~~expectations ~~Resources~~and ~~Group~~assumptions regarding our business, ~~Inc.;~~the ~~(ii)~~economy ~~Continental~~and ~~Resources~~other ~~Group,~~future ~~Inc~~conditions.’s ~~plans~~Our ~~and~~actual results ofmay ~~operations~~differ ~~will~~materially befrom ~~affected~~those contemplated by ~~Continental~~the ~~Resources~~forward-looking ~~Group, Inc~~statements.’s ~~ability~~They toare ~~manage~~neither ~~growth;~~statements ~~and~~of ~~(iii)~~historical ~~other~~fact nor guarantees of assurance of future performance. Because forward-looking statements are inherently subject to risks and uncertainties, ~~indicated~~some ~~from~~of ~~time~~which tocannot ~~time~~be inpredicted ~~Continental~~or ~~Resources Group~~quantified, ~~Inc.’s~~you ~~filings~~should ~~with~~not ~~the~~rely ~~Securities~~on ~~and~~these ~~Exchange~~forward-looking ~~Commission~~statements as predictions of future events.

InImportant ~~some~~factors ~~cases,~~that ~~you~~could ~~can~~cause ~~identify~~actual results to differ materially from those in the forward-looking statements byinclude, ~~terminology~~without ~~such~~limitation, asresults ~~‘‘may,’’~~of ~~‘‘will,’’~~future ~~‘‘should,’’~~exploration; ~~‘‘could,’’~~our ~~‘‘expects,’’~~ability ~~‘‘plans,’’~~to ~~‘‘intends,’’~~raise ~~‘‘anticipates,’’~~necessary ~~‘‘believes~~capital to conduct our exploration activities,’’ ‘‘and do so on acceptable terms; estimates~~,’’~~ ~~‘‘predicts,’’~~as ~~‘‘potential~~to the projected development of certain ore deposits,’’ orincluding ~~‘‘continue’’~~the ortiming of such development, the ~~negative~~costs of such ~~terms~~development orand other ~~comparable~~capital ~~terminology.~~costs, ~~Although~~financing weplans ~~believe~~for ~~that~~these ~~the~~deposits ~~expectations~~and ~~reflected~~expected inproduction commencement dates; expectations regarding the ~~forward~~start-~~looking~~up ~~statements~~time, ~~are~~design, ~~reasonable~~mine life, weproduction ~~cannot~~and ~~guarantee~~costs ~~future~~applicable ~~results,~~to ~~levels~~sales and exploration potential of ~~activity,~~our ~~performance~~projects; orestimates ~~achievements.~~regarding ~~Moreover,~~timing ~~neither~~of wereceipt ~~nor~~and ~~any~~maintenance ~~other~~of ~~person~~government ~~assumes~~approvals; ~~responsibility~~statements ~~for~~regarding ~~the~~future ~~accuracy~~transactions such as property purchases and ~~completeness~~sales; ofand ~~such~~other ~~statements.~~factors ~~Readers~~(including ~~are~~the ~~cautioned~~risks ~~not~~contained toin ~~place~~the ~~undue~~sections ~~reliance~~of onthis ~~these~~annual ~~forward-looking~~report ~~statements~~entitled “Risk Factors”) relating to the mining industry, ~~which~~our ~~speak~~operations ~~only~~and asresults of ~~the~~operations ~~date~~and ~~hereof.~~any Webusinesses ~~are~~or ~~under~~properties nothat ~~duty~~may tobe ~~update~~acquired ~~any~~by us. Should one or more of ~~the~~these ~~forward-looking~~risks ~~statements~~or ~~after~~uncertainties materialize, or should the ~~date~~underlying ofassumptions ~~this~~prove ~~report~~incorrect, actual results may differ significantly from those anticipated, believed, estimated, expected, intended or planned.

The foregoing factors should not be construed as exhaustive and should be read together with the other cautionary statements included in this annual report and other reports we have filed or will file with the SEC and which are incorporated by reference herein, including statements under the caption “Risk Factors” and “Forward-Looking Statements” in such reports. Factors or events that could cause our actual results to differ may emerge from time to time, and it is not possible for us to predict all of them. We cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these.

We file reports with the Securities and Exchange Commission (“SEC”). Our electronic filings with the United States Securities and Exchange Commission (including our Annual Reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K, and any amendments to these reports) are available free of charge on the Securities and Exchange Commission’s website at http://www.sec.gov. You can also read and copy any materials we file with the SEC at the SEC’s Public Reference Room at 100 F Street, NE, Washington, DC 20549. You can obtain additional information about the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. In addition, the SEC maintains an Internet site (www.sec.gov) that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC, including us.

All forward-looking statements speak only as of the date made. All subsequent written and oral forward-looking statements attributable to us, or persons acting on our behalf, are expressly qualified in their entirety by the cautionary statements. Except as required by law, we undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on which it is made or to reflect the occurrence of anticipated or unanticipated events or circumstances. You should not place undue reliance on these forward-looking statements.

Glossary of Selected Mining Terms

adit: an entrance to an underground mine which is horizontal or nearly horizontal, by which the mine can be entered, drained of water, and ventilated

alluvial (valleys): material created by the erosion of rocks by water, air and climate conditions

anomaly: single or multiple elements that may be related to the presence of mineralization

assay: a measure of the valuable mineral content

breccia: a course grained clastic rock consisting of angular clasts supported by a fine grained ground mass

Cane Springs formation: a formation consisting of a thick bedded massive limestone, with local silty limestone units, the upper portion of which contains solution cavities and caves and is locally brecciated

Carlin-type: sediment-hosted disseminated gold deposits characterized by invisible (typically microscopic and/or dissolved) gold in pyrite and arsenopyrite, and named after the first large deposit of this composition found in the Carlin Unconformity, Nevada

doré: unrefined gold bullion bars containing various impurities such as silver, copper and mercury, which will be further refined to near pure gold

exploration stage: a U.S. Security and Exchange Commission descriptive category applicable to public mining companies engaged in the search for mineral deposits and ore reserves and which are not either in the mineral development or the ore production stage

grade: The concentration of each ore metal in a rock sample, usually given as weight per volume. Where extremely low concentrations are involved, the concentration may be given in grams per ton (g/t). The grade of an ore deposit is calculated, often using sophisticated statistical procedures, as an average of the grades of a very large number of samples collected from throughout the deposit.

Grass Valley formation: a formation exceeding 600 meters in thickness consisting of a siliciclastic mudstone argillite and micaceous siltstone with lesser amounts of feldspathic quartz sandstone interstratified with mudstone

heap leach: a mineral processing method involving the crushing and stacking of an ore on an impermeable liner upon which solutions are sprayed to dissolve metals i.e. gold, copper etc.; the solutions containing the metals are then collected and treated to recover the metals

lode: a classic vein, ledge, or other rock in place between definite walls

Mesozoic: The era off geological time that began 250,000,000 years ago with the Triassic period and lasted about 185,000,000 years until the end of the Cretaceous period.

millsite: Public lands which are non-mineral in character. Millsites may be located in connection with a placer or lode claim for mining and milling purposes or as an independent/custom mill site that is independent of a mining claim.

Paleozoic: The era of geological time from about 540 to 245 million years ago

Phase I: initial exploration drilling program

unpatented mining claim: A mineral claim staked on federal or, in the case of severed mineral rights, private land (where the U.S. government has retained ownership of the locatable minerals) to which a deed from the U.S. government or other mineral title owner has not been received by the claimant. Unpatented claims give the claimant the exclusive right to explore for and to develop the underlying minerals and the right to use the surface for such purpose. However, the claimant does not own title to either the minerals or the surface, and the claim must include a discovery of valuable minerals to be valid and is subject to the payment of annual claim maintenance fees which are established by the governing authority of the land on which the claim is located.

Item 1. Business.

Corporate History

We were organized as Sienna Resources, Inc. in the State of Delaware on July 20, 2007 to engage in the acquisition, exploration and development of natural resource properties. We were an exploration stage company with no revenues or operating history. On December 21, 2009, we filed an Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware in order to, among other things, changed our name to “American Energy Fields, Inc.”. On June 28, 2011, we changed our name to “Continental Resources Group, Inc.” by merging a newly-formed, wholly owned subsidiary of the Company with and into the Company, with the Company as the surviving corporation in the merger.

On December 24, 2009, we entered into an Exchange Agreement with Green Energy Fields, Inc., and the shareholders of Green Energy. Upon closing of the transaction contemplated under the Exchange Agreement, on December 24, 2009, the shareholders of Green Energy transferred all of the issued and outstanding capital stock of Green Energy to us in exchange for 28,788,252 shares of our common stock. Such exchange caused Green Energy to become our wholly-owned subsidiary. Following the closing of the Exchange, we issued an aggregate of 9,300,000 shares of our common stock and two-year warrants to purchase an additional 4,650,000 shares of common stock exercisable at $0.40 per share, in a private placement to 16 investors for $1,395,000. Immediately following the closing of the foregoing, we transferred all of our pre-Exchange assets and liabilities to our wholly-owned subsidiary, Sienna Resources Holdings, Inc. Thereafter, we transferred all of the outstanding capital stock of Sienna Resources Holdings, Inc. to Julie Carter, our prior sole officer and director, in exchange for the cancellation of 15,250,000 shares of our common stock that she owned. Following the Exchange and the split-off transaction, we discontinued our former business and succeeded to the business of Green Energy as our sole line of business. ~~Therefore, all discussions regarding (1) our financial statements and (2) our business relate to the business of Green Energy operating as our wholly-owned subsidiary.~~

~~Our~~On ~~principal~~July ~~executive~~22, ~~offices~~2011, ~~are~~the ~~located~~Company, atPershing ~~3266~~Gold WCorporation (“Pershing”) and Continental Resources Acquisition Sub, Inc., ~~Galveston~~Pershing’s ~~Drive~~wholly owned subsidiary (“Acquisition Sub”), ~~Suite~~entered ~~101~~into ~~Apache~~an ~~Junction~~asset purchase agreement the (“Agreement”) pursuant to which Acquisition Sub purchased substantially all of the assets of the Company (the “Asset Sale”) in consideration for (i) eight (8) shares of Pershing’s common stock (the “Shares”) for every ten (10) shares of the Company’s common stock then outstanding; (ii) the assumption of the outstanding warrants to purchase shares of the Company’s common stock such that Pershing agreed to deliver to the holders of the Company’s warrants, ~~Arizona~~warrants ~~85120.~~to ~~Our~~purchase ~~telephone~~eight (8) shares of Pershing’s common stock (the “Warrants”) for every warrant to purchase ten (10) shares of the Company’s common stock at an exercise price equal to such amount as is required pursuant to the terms of the outstanding warrants, and (iii) the assumption of the Company’s 2010 Equity Incentive Plan and all options granted and issued thereunder such that Pershing agreed to deliver to the Company’s option holders, options (the “Options”) to purchase an aggregate of such number of shares of Pershing’s common stock issuable under Pershing’s equity incentive plan equal to one option to purchase eight (8) shares of Pershing’s common stock for every option to purchase ten (10) shares of the Company’s common stock with a strike price equal to such amount as is ~~480~~required pursuant to the terms of the outstanding option. The exercise price of the Warrants and the strike price and Options were to be determined and certified by an officer of Pershing. Upon the closing of the Asset Sale, Acquisition Sub assumed certain liabilities of the Company. The Asset Sale was intended to be tax-~~288-6530~~free transaction for federal income tax purposes and constituted a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder.

~~General~~Under the terms of the Agreement, Pershing purchased from the Company substantially all of the Company’s assets, including, but not limited to, 100% of the outstanding shares of common stock of the Company’s wholly-owned subsidiaries (CPX Uranium, Inc., Green Energy Fields, Inc., and ND Energy, Inc.). The acquired assets included approximately $11.2 million of cash. Under the terms of the Agreement Pershing acquired:

We(i) ~~are~~state ~~primarily~~leases ~~engaged~~and infederal ~~the~~unpatented ~~acquisition~~mining claims and ~~exploration~~other ofrights ~~properties~~to ~~that~~exploration, ~~may~~as ~~contain~~owned ~~uranium~~as ~~mineralization~~of in the ~~United~~date ~~States. Our~~hereof; ~~target~~all ~~properties~~stock ~~are~~in ~~those~~subsidiaries, ~~that~~membership, ~~have~~joint ~~been~~venture, ~~the~~partnership ~~subject~~and ofsimilar ~~historical~~interests ~~exploration. We~~and ~~have~~claims, ~~acquired~~all ~~State~~royalty ~~Leases~~rights and ~~Federal unpatented mining~~ claims, ~~in the states of California~~ and ~~Arizona~~all ~~for~~deposits, ~~the~~prepayments ~~purpose of exploration~~ and ~~potential~~refunds; ~~development~~(ii) ofall ~~uranium minerals on a total of approximately 7,200 acres.~~ contracts;

Recent Developments

On July 22, 2011, the Company, Sagebrush Gold Ltd (“Sage”) and Continental Resources Acquisition Sub, Inc., Sage’s wholly owned subsidiary (“Acquisition Sub”), entered into an asset purchase agreement the (“Agreement”) pursuant to which Acquisition Sub purchased substantially all of the assets of the Company (the “Asset Sale”) in consideration for (i) shares of Sage’s common stock (the “Shares”) which shall be equal to eight (8) Shares for every ten (10) shares of the Company’s common stock outstanding; (ii) the assumption of the outstanding warrants to purchase shares of the Company’s common stock such that Sage shall deliver to the holders of the Company’s warrants, warrants to purchase shares of Sage’s common stock (the “Warrants”) which shall be equal to one Warrant to purchase eight (8) shares of Sage’s common stock for every warrant to purchase ten (10) shares the Company’s common stock outstanding at an exercise price equal to such amount as is required pursuant to the terms of the outstanding warrants, and (iii) the assumption of the Company’s 2010 Equity Incentive Plan and all options granted and issued thereunder such that Sage shall deliver to the Company’s option holders, options (the “Options”) to purchase an aggregate of such number of shares of Sage’s common stock issuable under Sage’s equity incentive plan which shall be equal to one option to purchase eight (8) shares of Sage’s common stock for every option to purchase ten (10) shares of the Company’s common stock outstanding with a strike price equal to such amount as is required pursuant to the terms of the outstanding option. The exercise price of the Warrants and the strike price and Options shall be determined and certified by an officer of Sage. Upon the closing of the Asset Sale, Acquisition Sub will assume the certain liabilities of the Company. The Asset Sale is intended to be tax-free for federal income tax purposes and constitutes a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder.

Under the terms of the Agreement, Sage purchased from the Company substantially all of the Company’s assets, including, but not limited to, 100% of the outstanding shares of common stock of the Company’s wholly-owned subsidiaries (CPX Uranium, Inc., Green Energy Fields, Inc., and ND Energy, Inc.). The acquired assets include approximately $13 million of cash. Under the terms of the Agreement Sage acquired:

(i) state leases and federal unpatented mining claims and other rights to exploration, as owned as of the date hereof; all stock in subsidiaries, membership, joint venture, partnership and similar interests and claims, all royalty rights and claims, and all deposits, prepayments and refunds;

(ii) all contracts;

(iii)

all cash and cash equivalents;

(iv)

all accounts or notes receivable held by the Company;

(v)

all books and records, including, but not limited to, books of account, ledgers and general, financial and accounting records, price lists, distribution lists, supplier lists, sales material and records;

(vi)

all furniture, fixtures, equipment, machinery, tools, office equipment, supplies, computers and other tangible personal property;

(vii)

all rights, claims and causes of action against third parties resulting from or relating to the operation of the Company’s business and the assets purchased under the Agreement prior to the date of closing, including without limitation, any rights, claims and causes of actions arising under warranties from vendors, patent or trademark infringement claims, insurance and other third parties and the proceeds thereof; and

(viii)

all Intellectual Property, goodwill associated therewith, licenses and sublicenses granted and obtained with respect thereto, and rights thereunder, remedies against past, present, and future infringements thereof, and rights to protection of past, present, and future interests therein under the laws of all jurisdictions

The ~~closing~~Agreement ofconstitutes ~~the~~a ~~Asset~~plan ~~Sale is subject to various closing conditions, including receipt by Sage~~ of ~~advice~~reorganization ~~that~~within the ~~receipt~~meaning of ~~the~~Treasury ~~Shares~~Regulations bySection ~~the~~1.368-2(g) ~~Company’s stockholders upon liquidation is likely to be treated as tax free for United States income tax purposes~~ and constitutes ~~approval of~~ a ~~majority~~plan of ~~the~~liquidation ~~stockholders~~ of the Company. A majority of the stockholders of the Company approved the Agreement by written consent on or about July 21, 2011. There can be no assurance that the ~~transaction~~receipt ~~will~~of bethe ~~tax~~Shares ~~free~~by tothe ~~any~~Company’s ~~particular~~stockholders ~~stockholder~~upon orliquidation ~~the~~is ~~ability~~likely orto ~~timing~~be oftreated ~~receipt~~as oftax ~~all~~free ~~approvals~~for ~~necessary~~United toStates ~~liquidate. The~~income ~~Agreement~~tax ~~constitutes~~purposes aand ~~plan~~that ~~of reorganization within~~ the ~~meaning~~transaction ofwill ~~Treasury~~be ~~Regulations~~tax ~~Section~~free ~~1.368-2(g)~~to ~~and constitutes~~any aparticular ~~plan~~stockholder ofor ~~liquidation~~ of the Company~~. The~~’s ~~Company~~ability isor ~~expected~~the totiming ~~liquidate~~of onreceipt orof ~~prior~~all toapprovals ~~July~~necessary 1,to ~~2012~~liquidate. ~~Sage~~ Pershing ~~has~~ agreed to file a registration statement under the Securities Act of 1933, as amended (the “Securities Act”) in connection with liquidation of the Company no later than thirty (30) days following the later of the closing date of the Asset Sale or such date that the Company delivers to Sage its audited financial statements for the fiscal year ended March 31, 2011. The Company will subsequently distribute the registered Shares to its shareholders as part of its liquidation. ~~Sage~~Pershing agreed to use its best efforts to cause such registration to be declared effective within twelve months following the closing date of the Asset Sale. ~~Sage~~Pershing ~~has~~agreed ~~agree~~ to pay liquidated damages of 1% per month, up to a maximum of 5%, in the event that ~~Sage~~Pershing fails to file or is unable to cause the registration statement to be declared effective.

2On August 30, 2011, the Company’s majority owned subsidiary, Pershing, through Pershing’s wholly owned subsidiary, Gold Acquisition Corp. (“Gold Acquisition”), acquired the Relief Canyon Mine (“Relief Canyon”) located in Pershing County, near Lovelock, Nevada, for an aggregate purchase price consisting of: (i) $12,000,000 cash and (ii) $8,000,000 of senior secured convertible promissory notes (collectively, the “Notes”) issued to Platinum Long Term Growth LLC (“Platinum”) and Lakewood Group LLC (“Lakewood”).

~~COSO~~On December 22, 2011, the Company reported its decision to change its fiscal year end to December 31 from a fiscal year ending on March 31. This action created a “transition period”, which is the nine month period ended December 31, 2011. Under the SEC’s reporting rules, a registrant is required to file a separate transition report for transition periods that cover a period of six months or greater. Rule 13a-10 of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), requires registrants that have a transition period of six months or greater to file audited financial statements for that transition period on the form appropriate for annual reports of the registrant. Accordingly, the Company’s audited statement of operations and cash flows for the nine month transition period ended December 31, 2011 are included in the financial statements appearing elsewhere herein.

~~The~~Our ~~Coso~~principal ~~property~~executive isoffices are located inat ~~Inyo~~3266 ~~County,~~W. ~~California~~Galveston ~~on the western margin of the Coso Mountains~~Drive, 32Suite ~~miles~~101 ~~(51~~Apache ~~km) south by road of Lone Pine in Inyo County~~Junction, ~~California,~~Arizona ~~150 miles (241 km) northeast by road to Bakersfield, CA, 187 miles (300 km) north by road of Los Angeles, CA, and 283 miles (455 km) west by road of Las Vegas, Nevada~~85120. ~~The~~ ~~Coso~~Our ~~Project~~telephone number is ~~accessible from U~~480-288-6530.~~S. highway 395 by taking the Cactus Flat road, an unimproved road for about 3 to 4 miles east of the highway, and climbing approximately 500 to 1200 feet above the floor of Owens Valley.~~

OnAs ~~December~~used ~~24,~~in ~~2009,~~this asannual areport ~~result of the Exchange, we acquired a 100% working interest~~ and ~~97%~~unless ~~net~~otherwise ~~revenue interest in the Coso property. Prior to our acquisition~~indicated, ~~Green Energy acquired~~ the ~~project~~terms ~~on November 30~~“Company”, ~~2009 from NPX Metals~~"we", ~~Inc.~~"us", ~~a Nevada Corporation. The 97% net revenue interest is the result of the Agreement of Conveyance~~"our", ~~Transfer~~ and ~~Assignment~~“Continental” ofmean ~~Assets~~Continental ~~and~~Resources ~~Assumption of Obligations~~Group, ~~dated as of November 30, 2009. Under the terms of the agreement, NPX Metals,~~ Inc. ~~retained~~and aour ~~3% net smelter return royalty interest in the Coso Property, leaving a 97% net revenue interest to Green Energy~~subsidiaries.

The Coso property consists of 169 Federal unpatented lode mining claims on Bureau of Land Management ("BLM") land totaling 3,380 acres, and 800 State leased acres, in Inyo County, California. The unpatented mining claims overlie portions of sections 12, 13, 24, 25, 26, 35, and 36 of Township 20 South, Range 37 East (Mount Diablo Base & Meridian), sections 13, 24, and 25 of Township 20 South, Range 37 1/2 East (Mount Diablo Base & Meridian), sections 1 and 12 of Township 21 South, Range 37 East (Mount Diablo Base & Meridian), and sections 6 and 7 of Township 21 South, Range 37 1/2 East (Mount Diablo Base & Meridian). The state lease covers portions of section 6 of Township 20 South, Range 37 East (Mount Diablo Base & Meridian) and section 36 of Township 20 South, Range 37 1/2 East (Mount Diablo Base & Meridian). To maintain the Coso mining claims in good standing, we must make annual maintenance fee payments to the BLM, in lieu of annual assessment work. These claim fees are $140.00 per claim per year, plus a recording cost of approximately $50 to Inyo County where the claims are located. With regard to the unpatented lode mining claims, future exploration drilling at the Coso Project will require us to either file a Notice of Intent or a Plan of Operations with the BLM , depending upon the amount of new surface disturbance that is planned. A Notice of Intent is for planned surface activities that anticipate less than 5.0 acres of surface disturbance, and usually can be obtained within a 30 to 60-day time period. A Plan of Operations will be required if there is greater than 5.0 acres of new surface disturbance involved with the planned exploration work. A Plan of Operations can take several months to be approved, depending on the nature of the intended work, the level of reclamation bonding required, the need for archeological surveys, and other factors as may be determined by the BLM. General

~~The~~We ~~Coso~~are ~~property~~primarily ~~and~~engaged ~~the surrounding region is located~~ in ~~an arid environment in~~ the ~~rain~~acquisition ~~shadow~~and ofexploration ~~the Sierra Nevada mountains. The property is located near the western margin~~ of ~~the~~properties ~~Basin~~that ~~and~~may ~~Range~~contain ~~province,~~uranium amineralization ~~large geologic province~~ in ~~western~~the ~~North~~United ~~America~~States. Our ~~characterized~~target byproperties ~~generally~~are ~~north-south~~those ~~trending~~that ~~fault~~have ~~block~~been ~~mountain~~the ~~ranges~~subject ~~separated~~of byhistorical ~~broad alluvial basins~~exploration. ~~The~~Through ~~geology~~our ofmajority-owned ~~the~~subsidiary, ~~area~~we ~~includes~~hold ~~late-~~State ~~Jurassic~~leases ~~granite~~and ~~bedrock~~Federal ~~overlain~~unpatented bymining ~~the~~claims ~~Coso~~in ~~Formation,~~the ~~which~~states ~~consists~~ of ~~interfingered~~California, ~~gravels~~Arizona, ~~arkosic sandstone~~Nevada, North Dakota and ~~rhyolitic~~Wyoming ~~tuff. The~~for ~~Coso~~the ~~Formation~~purpose isof ~~overlain~~exploration byand apotential ~~series~~development of ~~lakebed~~mineral ~~deposits and volcanic tuffs~~substances.

~~Uranium~~We ~~mineralization~~operate atour ~~the~~business ~~Coso~~through ~~Property~~our ~~occurs~~majority-owned ~~primarily~~subsidiary, asPershing. We ~~disseminated~~are ~~deposits~~currently infocused ~~the~~on ~~lower~~exploration ~~arkosic~~at ~~sandstone/fanglomerate member of~~ the ~~Coso~~Relief ~~Formation~~Canyon ~~and~~properties ~~along~~in ~~silicified~~Pershing ~~fractures~~County ~~and~~in ~~faults~~northwestern ~~within the granite~~Nevada. ~~Uranium~~None ~~mineralization~~of ~~appears~~our toproperties ~~have~~contain ~~been~~proven ~~deposited by hydrothermal fluids moving along fractures in the granite~~ and ~~the~~probable ~~overlying Coso Formation. Mineralization is often accompanied by hematite staining~~reserves, ~~silicification,~~ and ~~dark~~all ~~staining~~of ~~from~~our ~~sulfides. Autinite~~activities ison ~~the~~all ~~only~~of ~~positively~~our ~~identified~~properties ~~uranium~~are ~~mineral~~exploratory in ~~the area~~nature. ~~The main uranium anomalies are found within the basal arkose of the lower Coso Formation and the immediately adjacent granitic rocks.~~

~~Uranium exploration has been occurring in the area since the 1950s by a number of mining companies including Coso Uranium~~Pershing, ~~Inc.,~~directly ~~Ontario~~and ~~Minerals~~through ~~Company,~~its ~~Western~~wholly-owned ~~Nuclear~~subsidiary, ~~Pioneer~~Gold ~~Nuclear,~~Acquisition ~~Federal Resources~~ Corp., owns and ~~Union~~is ~~Pacific~~conducting ~~/ Rocky Mountain Energy Corp. Previous uranium~~ exploration ~~and prospecting~~ on the ~~Coso~~Relief ~~property~~Canyon ~~includes~~Mine ~~geologic~~property ~~mapping,~~and ~~pitting,~~related ~~adits,~~plant ~~radon cup surveys, airborne geophysics~~ and ~~drilling~~equipment. ~~Our~~ ~~preliminary~~Pershing ~~field~~owns ~~observations~~directly ~~of the geology~~ and ~~historical~~plans ~~working appear~~ to ~~corroborate~~explore ~~the~~other ~~historical~~gold ~~literature. These historical~~ exploration ~~programs~~properties ~~have~~adjacent ~~identified~~to ~~specific~~the ~~exploration~~Relief ~~targets~~Canyon onMine ~~the~~ property. ~~All~~Pershing’s ~~previous~~subsidiaries ~~work~~own ~~has~~the ~~been~~rights ~~exploratory~~to inthe ~~nature,~~gold and nouranium ~~mineral extraction or processing facilities have been constructed. The~~ exploration ~~activities~~properties ~~have~~that ~~resulted~~it inmay ~~over 400 known exploration holes, downhole gamma log data on the drill holes, chemical assay data, and airborne radiometric surveys, and metallurgical testing to determine amenability to leaching~~divest.

~~The~~Business ~~property is undeveloped, and there are no facilities or structures. There are a number of adits and trenches from previous exploration activities, as well as more than 400 exploration drillholes.~~Strategy

~~The~~Our ~~last~~business ~~major~~strategy ~~exploration~~is ~~activities~~to onacquire ~~the~~and ~~Coso~~advance ~~Property~~precious ~~occurred~~metals ~~during~~exploration aproperties. We ~~drilling~~seek ~~campaign~~properties with known mineralization that are in ~~the~~an ~~mid-1970s. As~~advanced stage of ~~March~~exploration 31but are under-explored, ~~2011~~which we ~~have~~believe ~~conducted~~we ~~field~~can ~~reconnaissance~~advance ~~and~~quickly ~~mineral~~to ~~sampling~~increase value. We are currently focused on exploration on the Relief Canyon properties. We acquired the former Relief Canyon Mine property in August 2011, ~~but~~which ~~have~~includes ~~not~~a ~~conducted~~processing ~~any~~plant ~~drilling~~that orcould ~~geophysical~~be ~~surveys. We~~used ~~plan~~in tomining ~~locate~~operations ~~and~~if ~~identify~~our ~~the~~exploration ~~uranium~~efforts ~~anomalies~~are ~~targeted~~successful. We bycommenced ~~previous~~an exploration ~~for~~drilling ~~further~~program ~~evaluation~~in 2011 that continues in 2012. IfWe ~~feasible,~~have ~~old~~expanded ~~drill~~our ~~holes~~Relief Canyon property position in ~~prospective~~2012 ~~areas~~significantly ~~will~~with bethe ~~re-entered~~acquisition of the Pershing Pass and ~~logged~~Relief byCanyon ~~down-hole~~Expansion ~~radiometric~~properties. See ~~probes~~“—Relief Canyon Properties”. We refer to ~~identify~~the ~~zones~~Relief Canyon Mine, Pershing and ~~grades~~Relief ofCanyon ~~subsurface~~Expansion ~~uranium~~properties ~~mineralization~~collectively as the Relief Canyon properties. We ~~are~~intend ~~currently~~to ~~developing~~continue ato ~~detailed~~acquire ~~exploration~~additional ~~plan~~mineral ~~for~~targets ~~the~~in ~~Coso~~Nevada ~~Property~~and elsewhere, ~~together~~where ~~with~~we ~~budgets~~believe we have the potential to quickly expand and ~~timetables~~advance known mineralization and the potential to discover new deposits. We will require external funding to pursue our exploration programs.

~~Power~~If, isthrough ~~available~~our ~~from~~exploration ~~the~~program, ~~Mono~~we ~~Power~~discover ~~Company~~an ~~transmission~~area ~~lines~~that may be able to be profitably mined for gold, ~~which~~we ~~parallel~~would ~~U.S.~~focus ~~highway~~most ~~395~~of our activities on determining whether that is feasible, including further delineation of the location, size and economic feasibility of a potential orebody. ToIf ~~date~~our efforts are successful, we anticipate that we would seek additional capital through debt or equity financing to fund further development, or that we would sell or lease the ~~water~~rights ~~source~~to ~~had~~mine ~~not~~to ~~yet~~a ~~been~~third ~~determined~~party or enter into joint venture or other arrangements.

~~With~~In ~~regard~~order to ~~the~~focus ~~state~~our ~~mineral~~efforts ~~prospecting~~on ~~permit~~the Relief Canyon properties, we are ~~currently~~seeking ~~authorized~~arrangements tounder ~~locate~~which onwe ~~the~~can ~~ground~~retain ~~past~~a ~~drill~~significant ~~holes,~~interest ~~adits,~~in ~~trenches~~the ~~and~~North ~~pits,~~Battle ~~complete~~Mountain aMineral ~~scintilometer~~Prospect ~~survey,~~ and ~~conduct~~Red aRock ~~sampling~~Mineral ~~program~~Prospect ~~including~~gold aexploration ~~bulk~~properties ~~sample~~while ofa ~~1,000~~third ~~pounds~~party ~~for~~advances ~~leach~~those ~~test. The~~properties, ~~Company~~and iswe ~~not~~are ~~currently~~seeking ~~authorized~~ to ~~conduct~~divest ~~exploration~~our ~~drilling~~uranium onexploration ~~the state mineral prospecting permit~~properties. ~~Future~~ We ~~drilling~~do onnot ~~the~~plan ~~state~~to ~~mineral~~pursue ~~prospecting~~exploration ~~permit~~for ~~will~~uranium ~~require~~and ~~the~~have ~~Company~~entered tointo ~~file~~an ~~environmental~~option ~~documentation~~agreement ~~under~~with ~~the~~respect ~~California~~to ~~Environmental~~our ~~Quality~~uranium ~~Act~~exploration properties.

3Properties

The ~~Coso~~following ~~Property~~properties ~~does~~are ~~not~~owned ~~currently~~by ~~have~~Pershing, ~~any~~our ~~reserves. All~~majority-owned ~~activities undertaken and currently proposed at the Coso Property are exploratory in nature.~~subsidiary:

RELIEF CANYON PROPERTIES

Through Pershing’s wholly-owned subsidiary Gold Acquisition Corp., we own the Relief Canyon properties containing approximately 24,000 acres and are comprised of 981 unpatented mining claims, 118 millsites and private lands.

~~ARTILLERY~~This ~~PEAK~~map shows the location of the Relief Canyon properties, which include the Relief Canyon Mine property owned by Gold Acquisition Corp., Pershing’s wholly owned subsidiary, and the Pershing Pass Property and Relief Canyon Expansion properties held directly by Pershing Gold.

The ~~Artillery~~Relief ~~Peak~~Canyon ~~Property~~properties isare located inabout ~~western~~100 ~~north-central~~miles ~~Arizona~~northeast ~~near~~of Reno, Nevada. The nearest town is Lovelock, Nevada, approximately 15 miles west-southwest from the ~~southern~~Relief ~~edge~~Canyon ofMine ~~Mohave~~property, ~~County~~which can be reached from both Reno and Lovelock on U.S. Interstate 80. The ~~Company’s~~Relief ~~claim~~Canyon ~~group~~Mine property is ~~composed~~reached offrom aLovelock ~~total~~by oftravelling 86approximately ~~unpatented~~seven ~~contiguous~~miles ~~mining~~northeast ~~claims~~on inI-80 ~~Sections~~to ~~22,~~the ~~26,~~Coal ~~27,~~Canyon 35Exit (Exit No. 112), ~~and~~then 36about of10 ~~Township~~miles 12southeast ~~North,~~on ~~Range~~Coal 13Canyon ~~West~~Road (State Route 857, ~~Gila~~a &paved ~~Salt~~road ~~River~~maintained ~~Base~~by &Pershing ~~Meridian~~County) ~~covering~~to 1Packard Flat,~~720~~ ~~acres~~and then north on a gravel road for two miles. All of ~~land~~the ~~managed~~Relief Canyon properties can be accessed by unpaved roads from the ~~BLM~~Relief Canyon Mine property.

On April 26, 2010, the Company acquired a 100% interest (minus a 4% net smelter royalty interest) in 86 unpatented lode mining claims, located in Mohave county, Arizona for $65,000 in cash and 200,000 shares of common stock.

To maintain the Artillery Peak mining claims in good standing, we must make annual maintenance fee payments to the BLM, in lieu of annual assessment work. These claim fees are $140.00 per claim per year, plus minimal per claims cost of approximately $10 to $15 per claim recording fees to Mohave County where the claims are located.

The Artillery Peak Property is subject to an agreement to pay a net smelter return royalty interest of 4%. To date, there has been no production on the Property, and no royalties are owed. The claims are not subject to any other royalties or encumbrances.

The Artillery Peak Property lies within the Date Creek Basin, which is a region well known for significant uranium occurrence. Uranium exploration has been occurring in the Artillery Peak region since the 1950’s by a number of exploration and mining entities. Radioactivity was first discovered in the Date Creek Basin area by the U.S. Atomic Energy Commission in 1955 when a regional airborne radiometric survey was flown over the area. The Artillery Peak Property was first acquired by Jacquays Mining and first drilled in 1957. Subsequently the Property was acquired by Hecla Mining (1967), Getty Oil (1976) with a joint venture with Public Service Co of Oklahoma, Hometake Mining (1976) on adjacent properties to the south, Santa Fe Minerals (also around 1976), and Universal Uranium Limited in 2007. As of 2007, a total of 443 exploration holes were drilled into the Artillery Peak Property area.

The Artillery Peak uranium occurrences lie in the northwest part of the Miocene-age Date Creek Basin, which extends from the east to the west in a west-southwest direction, and includes the Anderson Uranium Mine. The uranium anomalies are found primarily within a lacustrine rock unit known as the Artillery Peak Formation. The uranium bearing sediments are typically greenish in color and are thin-bedded to laminated, well-sorted, sandstone, siltstone and limestone.

The Company released a technical report on October 12, 2010 formatted according to Canadian National Instrument 43-101 standards prepared by Dr. Karen Wenrich, an expert on uranium mineralization in the southwestern United States, and Allen Wells, who performed a mineral resource estimate (as defined by the Canadian Institute of Mining, Metallurgy and Petroleum) based on historical data and the recent 2007 data. As recommended in the technical report, the Company expects to develop plans to conduct exploration drilling to further delineate the extent and nature of the uranium mineralization at the Artillery Peak Property. We are currently developing a detailed exploration plan for the Artillery Peak Property, together with budgets and timetables.

Access to the property is either southeast from Kingman or northwest from Wickenburg along U.S. Highway 93, then following the Signal Mountain Road (dirt) for 30 miles toward Artillery Peak. Road access within the claim block is on unimproved dirt roads that currently are in good condition. The property is undeveloped, and there are no facilities or structures.

A power line runs northeast to southwest approximately 2 miles to the northwest of the Artillery Peak Property, and power for the Property will be tied to the national power grid. Other than that, no utilities exist on or near the Artillery Peak Project area. The transmission power line runs northwest to southeast along U.S. Highway 93, approximately 30 miles to the east. The water supply may be provided by drilling in the thick alluvial fill and located only 2-7 miles from the perennial Big Sandy River.

The Artillery Peak Property does not currently have any reserves. All activities undertaken and currently proposed at the Artillery Peak Property are exploratory in nature.

Geology and Mineralization. The Relief Canyon properties are located in Pershing County, Nevada at the southern end of the Humboldt Range. The range is underlain by a sequence of late Paleozoic- to Mesozoic-age volcanic and sedimentary rocks. Gold-bearing rocks at the Relief Canyon properties are primarily developed within breccia zones along the contact between the Grass Valley and Cane Springs Formations.

Maintenance of Unpatented Claims at Relief Canyon. In order to maintain ownership of the unpatented mining claims and millsite at the Relief Canyon properties, we are required to make annual claim maintenance payments of $140 per claim or millsite to the U.S. Bureau of Land Management (“BLM”), and to record a notice of intent to hold in the county records, along with county recording fees of $12.50 per claim. Our total estimated property maintenance costs for all of the unpatented mining claims and millsites in the Relief Canyon area in 2012 is $170,190.

Exploration Permitting Requirements. We have an authorized Plan of Operations from the BLM and a reclamation permit from the Nevada Division of Environmental Protection Bureau of Mining Regulation and Reclamation (“NDEP”) for exploration drilling at the Relief Canyon Mine property. These permits may require an amendment to authorize some of the 2012 proposed drilling activities. Additionally, a new NDEP reclamation permit will be required for our planned exploration activities on the newly-acquired private lands within the Newmont Leased properties.

We have provided BLM and NDEP a reclamation bond in the amount of approximately $4.5 million for the Relief Canyon Mine property, mineral processing facilities, ancillary facilities, and exploration roads and drill pads. We must provide BLM and NDEP additional financial assurance to guarantee reclamation of any new surface disturbance required for drill roads and drill sites. Our preliminary estimate of the likely amount of additional financial assurance is approximately $150,000.

2011 Drill Program. We commenced our Phase I drilling program at the Relief Canyon Mine property in September 2011; this program was designed to test conceptual targets as well as the continuity and grade of mineralized zones found by previous operators. Our 2011 drill program consisted of eight core holes and five reverse circulation drill holes totaling approximately 12,400 feet to test the North, Southwest and Range Front targets shown in the below map. In the North Target, we drilled six holes totaling approximately 5,600 feet; in the Southwest Target, we drilled two holes totaling approximately 1,800 feet; and in the Range Front Target, we drilled five holes totaling approximately 4,900 feet. The cost of our 2011 drill program was approximately $1.2 million.

In the North target, drilling confirmed stratigraphically and structurally controlled gold mineralization. In addition, drilling in the North target and west of the North target intercepted a gold bearing clay-matrix breccia of unknown origin and size. Due to the results of the 2011 drilling program, we plan additional drilling in both the North target and west of the North target in the second half of 2012. In the Southwest Target, the two drill holes identified sufficiently significant gold intercepts that we plan to continue drilling on Southwest in 2012. Although drill results from the Range Front target were encouraging, we plan to focus our efforts in 2012 on the North and Southwest targets.

2012 Exploration Program. Our 2012 exploration program for the Relief Canyon properties, with an estimated cost of approximately $2.2 million, is described below. If we obtain additional external financing, we plan to expand our exploration program.

Relief Canyon Mine property: We drilled seven holes in the North and Southwest target areas in early 2012 as part of our Phase I drilling program, totaling approximately 6,800 feet at a cost of approximately $0.7 million. Complete drill results are expected in April 2012. In addition, we are currently relogging some of the holes drilled in 2011.

By the end of 2012, we expect to complete Phase II, a 15,000 foot drill program in and adjacent to the current Relief Canyon deposit in order to extend and upgrade the existing deposit. We also intend to complete baseline geologic mapping of the pits. Our cost estimate for these activities, including the 2012 Phase I drilling described above, is estimated at approximately $1.1 million.

Pershing Pass property: If funds become available, we plan to conduct general reconnaissance and sampling at the Pershing Pass property, with the objective of advancing two targets to the drill ready-stage by end of 2012, at an estimated cost of $0.2 million..

Relief Canyon Expansion properties: We plan to complete a drill program and general reconnaissance, rock sampling and baseline geophysical surveys on the Newmont Leased properties by mid-June at an estimated cost of $0.9 million.

Additional information regarding the Relief Canyon properties follows.

Relief Canyon Mine Property

Through Pershing’s wholly-owned subsidiary, Gold Acquisition Corp., we own 58 unpatented lode mining claims and 118 unpatented millsites at the Relief Canyon Mine property. The property includes the Relief Canyon Mine, currently on care and maintenance, which produced gold periodically from 1984 through 2008. The Relief Canyon Mine includes three open pit mines and gold proccessing facilities, five heap leach pads, two solution ponds and a cement block constructed adsorption desorption-recovery (ADR) solution processing circuit. The ADR type process plant consists of four carbon columns, acid wash system, stripping vessel, electrolytic cells, a furnace and a retort for the production of gold doré. The process facility was originally installed by Lacana Mining in 1985 and was updated in 1995 and again in 2007 by Firstgold Corp. The facilities are generally in good condition.

Adequate line power is available to the site to operate the existing process facility and ancillary facilities. There is a generator onsite to provide power for the crusher and a backup generator that could provide 100% of the required power for process facility and heap leach operation in the event of power outages. Sufficient water rights to operate the facility have been appropriated with two operating and permitted wells serving current needs.

Title and Ownership Rights. The Relief Canyon Mine property was most recently owned and operated by Firstgold Corp. Firstgold Corp. ceased operations at Relief Canyon in 2008 and filed for bankruptcy in January 2010. On December 17, 2010, the Court entered its Order Authorizing And Approving: (1) Sale Of Real Property And Certain Personal Property Assets Pursuant To 11 U.S.C. §363 Free And Clear Of Liens, Claims, and Interests; and (2) Assumption and Assignment Of Executory Contracts and Unexpired Leases Under 11 U.S.C. § 365; and (3) Related Relief entered December 17, 2010 (the “Sale Order”), pursuant to which Platinum Long Term Growth LLC (“Platinum”) was approved as the successful “back up bidder” for certain assets including the Relief Canyon Mine. On August 30, 2011, pursuant to the Sale Order, the Company (through Pershing’s wholly owned subsidiary) purchased 100% of the Relief Canyon Mine property and related assets for an aggregate purchase price of $12.0 million cash paid at closing and $8.0 million of senior secured convertible promissory notes issued to former creditors of Firstgold Corp.

The Relief Canyon Mine property is burdened by a production royalty equal to 2% of net smelter returns payable to Battle Mountain Gold Exploration LLC (now owned by Royal Gold).

History of Previous Operations. Gold was first discovered on the property by the Duval Corp. in 1979. Subsequent exploration was performed by various companies including Santa Fe Gold Corp., and Pegasus Gold Inc. Firstgold Corp. acquired the property in 1995 and explored and produced gold periodically from 1995 until 2008.

Relief Canyon Expansion Properties

Through Pershing, we acquired the Relief Canyon Expansion properties on April 5, 2012, consisting of approximately 13,300 acres of mining claims and rights to mining claims and private lands, from Victoria Gold Corp. Sporadic exploration has previously occurred on the Relief Canyon Expansion properties and there are a few old workings on portions of the properties.

Title and Ownership Rights. Approximately 283 unpatented lode mining claims covering about 5,660 acres were located and owned directly by Victoria Resources (US) Inc., a wholly-owned subsidiary of Victoria Gold Corp., prior to our purchase. Victoria Gold has reserved a 2% net smelter return royalty from the production from 221 of these claims, which are located outside the area of interest related to the Newmont Leased properties, discussed below.

We acquired our interest in approximately 7,700 acres of the Relief Canyon Expansion properties by acquiring Victoria Gold’s rights under the 2006 Minerals Lease and Sublease with Newmont. The Newmont Leased properties consist of 155 unpatented lode mining claims owned by Newmont comprising approximately 2,800 acres and approximately 4,900 acres of privately-owned fee minerals leased by Newmont from the owners. The private lands have been leased by Newmont pursuant to three separate agreements (collectively, the “Underlying Mineral Leases”): (i) a Minerals Lease dated August 17, 1987 (the “1987 Minerals Lease”), between Southern Pacific Land Company and SFP Minerals Corporation (predecessor-in-interest to Newmont); (ii) a Mining Lease dated June 1, 1994 (the “1994 Mining Lease”), between The Atchison, Topeka and Santa Fe Railway Company and Santa Fe Pacific Gold Corporation (predecessor-in-interest to Newmont); and (iii) a Mining Lease dated March 23, 1999 (the “1999 Mining Lease”), between Nevada Land & Resource Company, LLC and Santa Fe Pacific Gold corporation (predecessor-in-interest to Newmont).

Newmont is the lessee and New Nevada Resources LLC (“NNL”) is the lessor under the 1987 Minerals Lease and the 1994 and 1999 Mining Leases. The terms of the Underlying Mineral Leases expire in 2012, 2014 and 2019, respectively. We intend to negotiate with NNL and Newmont regarding an extension of the 1987 Minerals Lease beyond 2012.

In order to maintain the 2006 Minerals Lease and Sublease with Newmont, we are required to spend approximately $0.8 million in direct drilling expenses on lands within the Newmont Leased properties by June 15, 2012 and $1.0 million in exploration expenses in 2013. Starting in 2014, we will be required to spend $0.5 million on exploration expenditures or pay Newmont rental payments of $10 per acre per year. The rental payments will escalate by 5% per year. Under the current terms of the 2006 Minerals Lease and Sublease, the annual rental for 2014, if we elected not to or failed to incur at least $0.5 million in exploration expenditures, would be approximately $0.1 million. We are also required to reimburse Newmont for advance royalty payments made by Newmont each year under the Underlying Leases. For 2012, that reimbursement amount will total approximately $2,300.

~~BLYTHE~~Under the 2006 Minerals Lease and Sublease, if we decide to commence mine construction activities in anticipation of mining on any portion of the properties covered thereby, including properties within the area of interest shown on the above map of the Relief Canyon properties, we are required to notify Newmont and provide Newmont with a copy of a positive feasibility study covering the property on which we intend to commence production, as well as additional information. Newmont has the right at any time until we deliver a positive feasibility study on the Newmont Leased properties or properties within the Newmont area of interest and for a period of 90 days thereafter either (i) to elect to enter into a joint venture agreement with us covering all of the Newmont Leased properties and governing the development of the Newmont Leased properties going forward, which we refer to as the “Venture Option”, in which case Newmont is required to reimburse us for 250% of the expenditures incurred since March 29, 2006, and with respect to which Newmont will have a 51% participating interest and we will have a 49% participating interest, or (ii) if Newmont does not elect the Venture Option, to convey the Newmont Leased properties to us, reserving the 3% to 5% sliding scale net smelter returns royalty discussed in the following paragraph, and to receive a $1.5 million production bonus on the commencement of commercial production. The Relief Canyon Mine properties held by Gold Acquisition corp. and 221 of the 283 unpatented mining claims acquired from Victoria Gold are not subject to the 2006 Minerals Lease and Sublease, including the Newmont area of interest.

~~The~~Pursuant ~~Blythe~~to ~~project~~the is2006 ~~located~~Minerals inLease ~~the~~and ~~southern~~Sublease, ~~McCoy~~we ~~Mountains~~are subject to a 3% to 5% net smelter royalty tied to the gold price in ~~Riverside~~the ~~County,~~event ~~California~~Newmont ~~approximately~~elects 15not ~~miles~~to ~~west~~pursue ofthe Venture Option and quitclaims the ~~community~~claims ofand ~~Blythe~~leased lands to us. ItThe ~~consists~~5% ofnet 66smelter ~~unpatented~~royalty ~~lode~~would ~~mining~~apply ~~claims~~if (the ~~NPG~~monthly ~~Claims)~~average ~~covering~~gold 1price is equal to or greater than $400 per ounce. In addition,~~320~~ we are subject to a 2.5% net smelter returns royalty on approximately 800 acres of ~~BLM~~the ~~land~~Newmont Leased properties under the 1994 Mining Lease and a 3.5% net smelter returns royalty on approximately 495 acres of the Newmont Leased properties under the 1999 Mining Lease; these royalties offset the Newmont royalty down to 2%.

OnPershing ~~December~~Pass ~~24, 2009, as a result of the Exchange, we acquired a 100% interest (minus a 3% Net Smelter Return Royalty) in the Blythe~~ Property~~. Prior to our acquisition, Green Energy acquired the project on November 30, 2009.~~

~~The~~Through ~~Blythe~~Pershing, ~~Property~~we isacquired ~~located~~the inPershing anPass ~~arid~~property ~~environment~~from ~~within~~Silver ~~the~~Scott ~~Basin~~Mines, ~~and~~Inc. ~~Range~~in ~~Province~~March 2012. ~~The~~Pershing ~~southern~~Pass ~~McCoy~~consists ~~Mountains~~of ~~are~~489 unpatented ~~composed~~lode mining claims (30 of ~~Precambrian~~which ~~metasediments,~~were ~~including~~acquired ~~meta-conglomerates~~in February 2012) covering approximately 9,700 ~~grits~~acres. Silver Scott Mines, ~~quartzites~~Inc. located the claims and ~~minor~~was ~~interbedded~~the ~~shales~~sole owner of the Pershing Pass property prior to our purchase. There is evidence of historic mining activity on the Pershing Pass property.

~~Uranium~~NORTH ~~mineralization~~BATTLE ~~occurs~~MOUNTAIN ~~along~~AND ~~fractures,~~RED inROCK ~~meta-conglomerates~~MINERAL and in breccia zones. Secondary uranium minerals occur on fracture surfaces and foliation planes adjacent to fine veinlets of pitchblende. Uranium minerals include uraninite (pitchblende), uranophane, gummite and boltwoodite. It has been reported that the uranium mineralization tends to occur in areas where finely disseminated hematite is present.PROSPECTS

~~Although~~As ~~there~~discussed above, we are noseeking ~~known~~arrangements ~~intrusive~~under ~~bodies~~which ~~near~~we ~~the~~can ~~property,~~retain ita issignificant ~~believed~~interest ~~that~~in the ~~uranium~~North ~~mineralization~~Battle ~~could~~Mountain beMineral ~~hydrothermal~~Prospect ~~in origin~~ and ~~genetically~~Red ~~related~~Rock toMineral anProspect ~~intrusive~~gold ~~source. If~~exploration ~~such~~properties while a ~~deep-seated~~third ~~intrusive~~party ~~body~~advances ~~underlies~~those ~~the~~properties. Additional ~~property~~information itregarding isthese ~~possible~~properties ~~that~~follows. Through ~~larger~~Pershing’s ~~concentrations~~wholly-owned ofsubsidiary, ~~primary~~Arttor ~~uranium~~Gold ~~ore~~LLC, ~~may~~we ~~exist~~have atthe ~~depth~~rights to explore those properties.

AThe ~~number~~North ofBattle ~~companies~~Mountain ~~have~~Mineral ~~worked~~Prospect onis ~~the~~located ~~Blythe~~in ~~uranium~~Lander ~~property~~County, ~~during~~Nevada, ~~the~~18 ~~1950s~~kilometers ~~through~~north of the ~~1980s~~town of Battle Mountain in north central Nevada. ~~Several~~The ~~shipments~~property consists of ~~ore~~36 ~~were~~unpatented ~~reportedly~~lode ~~shipped~~mining claims and encompasses approximately 700 acres. The North Battle Mountain Mineral Prospect can be accessed from Battle Mountain by a paved county road for about 5.5 miles to the North Battle Mountain rail siding, and then by a graded gravel road from which an unimproved dirt road leads east to the north-central part of the property.

~~Currently,~~The weRed ~~are~~Rock ~~still~~Mineral Prospect is located in Lander County, Nevada, 26 miles south of the ~~process~~town of ~~assessing~~Battle Mountain. The property consists of five groups of unpatented lode mining claims, totaling 269 claims and encompassing approximately 5,600 acres. The Red Rock Mineral Prospect can be accessed from Nevada State Highway 305, traveled south from Battle Mountain approximately 26 miles to the ~~Blythe~~Carico ~~Property~~Lake Valley/Red Rock Canyon turn-off, then east along an improved gravel road less than a mile to the western claim boundary. Most of the property is accessible by secondary gravel and unimproved dirt roads.

The Blythe Property does not currently have any reserves. All activities undertaken and currently proposed at the Coso Property are exploratory in nature.

We propose to locate and re-enter as many old drill holes as possible. These holes will be probed with geophysical instruments to determine radioactivity and uranium mineralization in the subsurface. If these results are positive, then additional drilling and down-hole probing will be proposed.

BRECCIA PIPE PROJECT

On February 15, 2011, the Company, its wholly owned subsidiary, Green Energy, and Dr. Karen Wenrich entered into an asset purchase agreement pursuant to which Green Energy has agreed to purchase certain unpatented mining claims commonly known as the “Arizona Breccia Pipes Project” located in the Coconino and Mohave counties of Arizona only upon the occurrence of certain conditions precedent. The consummation of the mining purchase will occur only in the event that certain actions taken by the BLM on July 20, 2009, which had the effect of withdrawing certain lands in the vicinity of the property from mineral location and entry, are terminated within five (5) years from the date of the Agreement leaving more than 50% of the total unpatented mining claims that comprise the property open to mineral location and entry. In the event the withdrawal termination occurs that results in fewer than 50% of the total unpatented mining claims that comprise the property opened to mineral location and entry, Green Energy will have an unrestricted option to purchase the property pursuant to the terms of the agreement (the “Purchase Option”). The Purchase Option expires 120 days from the date of the withdrawal termination.

The withdrawal is currently being studied in an Environmental Impact Statement prepared by the BLM. The withdrawal at any time may be extended in duration and scope and there can be no assurance that the withdrawal termination will occur and that the Mining Purchase will occur.

Pursuant to the terms of the agreement, in the event of the closing, Green Energy has agreed to spend an aggregate of at least $1,500,000 in exploration and related work commitments on the Property over the course of three (3) years from the date of closing with, a promised expenditure of $250,000 within the first year of closing. Green Energy will retain a right of first refusal for the sale of any additional properties, of which Dr. Wenrich becomes a majority owner, within a 30-mile radius of the property.

These breccia pipes are vertical pipe-like columns of broken rock (breccia) that formed when layers of sandstone, shale and limestone collapsed downward into underlying caverns. A typical pipe is approximately 300 feet in diameter and extends vertically as much as 3,000 feet.

The uranium-bearing breccia pipes of the northern Arizona breccia pipe district are among the highest grade uranium deposits in the United States. In addition to uranium, the breccia pipes are also known to contain rare earth metals, including neodymium, and a variety of other valuable metals, including zinc, vanadium, cadmium, copper, silver, molybdenum, cobalt, nickel, gallium, and germanium.

~~The~~Title ~~Breccia~~and ~~Pipe~~Ownership ~~Property~~Rights. The ~~does~~exploration ~~not~~rights ~~currently~~to ~~have~~these ~~any~~properties ~~reserves.~~are held through ~~All~~two ~~activities~~amended ~~undertaken~~and restated mining leases dated July 15, 2011 (the “Leger Leases”) between Arttor Gold LLC and Art Leger, formerly Pershing’s Chief Geologist and currently ~~proposed~~a atconsultant for the ~~Breccia~~Company, ~~Pipe~~who ~~Property~~located ~~are~~the ~~exploratory~~mining claims in ~~nature~~2004, and an additional mining lease dated August 22, 2011 (the “Centerra Lease”) between Arttor Gold LLC and Centerra (US) Inc. ~~Currently~~The Leger Leases grant us the exclusive right to explore, wemine ~~are~~and ~~still~~develop ingold, silver, palladium, platinum and other minerals on the ~~process~~properties for a term of ~~assessing~~ten years, and may be renewed in ten year increments. The terms of the ~~Breccia~~Leger ~~Pipe~~Leases ~~Property~~may not exceed 99 years. Until production is achieved, our lease payments, or advance minimum royalties, consist of an initial payment of $5,000 per lease paid at signing and annual payments according to the following schedule for each lease:

PROSPECT URANIUM

Due Date of Advance Minimum Royalty Payment	Amount of Advance Minimum Royalty Payment
1st Anniversary	$15,000
2nd Anniversary	$35,000
3rd Anniversary	$45,000
4th Anniversary	$80,000
5th Anniversary and annually thereafter during the term of the lease	The greater of $100,000 or the U.S. dollar equivalent of 90 ounces of gold

OnIn ~~March~~the ~~17,~~event ~~2011~~that that we produce gold or other minerals from minerals found on these properties, our lease payments will be the ~~Company~~greater ~~entered~~in ~~into~~each ~~Membership~~year ~~Interests~~of ~~Sale~~(i) ~~Agreements~~the ~~with~~advance ~~Prospect~~minimum ~~Uranium~~royalty ~~Inc.,~~payments according to the table above or (ii) a ~~Nevada~~production ~~corporation~~royalty equal to 3% of the gross sales price of any gold, silver, platinum or palladium that we recover and ~~Gordon~~1% Rof the gross sales price of any other mineral that we recover. We ~~Haworth~~have ~~for~~the right to buy down the ~~purchase~~production royalties on gold, silver, platinum and palladium to 2% of 51the gross sales price for a $2.~~35549%~~0 ~~and~~million 24fee.~~32225%~~ All ~~respectively~~advance minimum royalty payments are credited against production royalties on an annual basis. If the total dollar amount of production royalties due within a calendar year exceeds the ~~membership~~dollar ~~interests~~amount of ~~Secure~~the ~~Energy~~advance ~~LLC~~minimum royalty payments due within that year, we may credit all uncredited advance minimum royalty payments made in previous years against 50% of the production royalties due within that year. The leases require that we spend a ~~North~~total ~~Dakota~~of ~~limited~~$100,000 ~~liability~~on ~~company~~work expenditures on each property by December 31, 2012 and $200,000 on work expenditures on each property during each calendar year commencing in 2013 and annually thereafter. Under the Centerra Lease, we are obligated to make advance minimum royalty payments in accordance with the following schedule:

Secure Energy’s current assets include the following:

Due Date of Advance Minimum Royalty Payment	Amount of Advance Minimum Royalty Payment
1st Anniversary	$12,000
2nd and 3rd Anniversaries	$15,000
4th and 5th Anniversaries	$20,000
6th and 7th Anniversaries	$25,000
8th and 9th Anniversaries	$30,000
10th Anniversary and annually thereafter during the term of the Lease	$40,000

In addition, we are obligated to pay a production royalty of 4% of net smelter returns. That production royalty can be reduced to 3% of net smelter returns by (i) making a $1.5 ~~Data~~million ~~package~~payment ~~including~~to ~~historical~~the ~~exploration~~lessor ~~data~~prior ~~including~~to ~~drill~~completion ~~logs,~~of ~~surface~~a ~~samples~~positive feasibility study or (ii) making a $2.5 million payment to the lessor prior to the commencement of commercial production, ~~maps~~and can be reduced to 2% of net smelter returns by timely making both payments. The Centerra Lease requires that we spend $100,000 ~~reports~~in exploration and ~~other~~development ~~information~~expenditures on ~~various~~the ~~uranium~~leased ~~prospects~~claims induring ~~North~~each ~~Dakota~~of the first five years of the lease, $150,000 during each of years 6 through 10, and $200,000 annually thereafter.

2. Uranium Lease Agreement with Robert Petri, Jr. and Michelle Petri dated June 28, 2007. Location: Township 134 North, Range 100 West of the Fifth Principal Meridian. Sec. 30: Lots 1 (37.99), 2 (38.13), 3 (38.27), 4 (38.41) and E1/2 W1/2 and SE 1/4.9

3.Under ~~Uranium~~the ~~Lease~~leases, ~~Agreement~~we ~~with~~are ~~Robert~~required W.to ~~Petri~~make ~~and~~the ~~Dorothy~~annual ~~Petri~~claim ~~dated~~maintenance ~~June~~payments ~~28,~~required ~~2007.~~to ~~Location:~~maintain ~~Township~~the ~~134~~claims ~~North,~~to ~~Range~~the ~~100~~BLM ~~West~~and to pay recording fees accompanying our annual notice of intent to hold the ~~Fifth~~claims ~~Principal~~to ~~Meridian.~~the ~~Sec.~~county ~~30:~~in ~~Lots~~which 1the ~~(37.99)~~claims are located, 2in ~~(38.13)~~order to maintain our rights to explore and, 3if ~~(38.27)~~warranted, 4to ~~(38~~develop the properties.~~41)~~ If we were to fail to meet these obligations, we would lose the right to explore on these properties, and ~~E1/2~~be ~~W1/2~~subject to damages claims from the owner of the properties. The annual claim maintenance payments and SErecording ~~1/4~~fees total approximately $151 per claim, or aggregate total costs of approximately $46,000 for the 305 claims covered by the leases.

4History of Previous Operations. We ~~Uranium~~are ~~Lease~~not ~~Agreement~~aware ~~with~~of ~~Mark~~any E.previous ~~Schmidt~~operations ~~dated~~at ~~November~~the ~~23,~~North ~~2007.~~Battle ~~Location:~~Mountain ~~Township~~Mineral ~~134~~Prospect. Cameco ~~North,~~(US) ~~Range~~Inc. ~~100~~first ~~West~~identified ofgold potential on the ~~Fifth~~Red ~~Principal~~Rock ~~Meridian.~~Mineral ~~Sec.~~Prospect ~~31:~~property ~~Lots~~in 11996 ~~(38.50),~~and 2staked ~~(38.54),~~claims 3in ~~(38.58)~~1996, 41997, ~~(38~~and 1998.~~62)~~ Cameco conducted sampling, mapping and ~~E1/2~~drilling ~~W1/2~~programs, ~~W1/2NE1/4,~~and SEallowed ~~1/4~~most of the claims to lapse in 2001.

~~The~~In ~~uranium~~2004, ~~lease~~Mr. ~~agreements~~Leger ~~include~~located the ~~rights~~current North Battle Mountain Mineral Prospect claims. Prior to ~~conduct~~leasing ~~exploration~~the ~~for~~claims ~~and~~to ~~mine~~us ~~uranium,~~in ~~thorium,~~May ~~vanadium~~2011, ~~other~~he ~~fissionable~~leased ~~source~~them ~~materials~~to several small exploration companies. At Red Rock Mineral Prospect, ~~and~~Mr. ~~all~~Leger ~~other~~staked ~~mineral~~certain ~~substances~~claims ~~contained~~in on2003 orand ~~under~~acquired the ~~leased~~remaining ~~premises~~claims. ~~The~~ During ~~leased~~the ~~premises~~period ~~consist~~prior ofto aour ~~total~~lease ofin 1May 2011,~~027~~ ~~acres~~several ~~located~~small inexploration ~~Slope~~companies ~~County,~~conducted ~~North~~additional ~~Dakota~~work on the property.

~~Drill~~Rock ~~logs~~Formations ~~from~~and Mineralization. The geology of the ~~uranium~~North ~~leases~~Battle ~~show~~Mountain ~~uranium~~Prospect ~~mineralized~~consists ~~roll~~of ~~fronts~~Middle into ~~sandstone,~~Upper ~~with~~Paleozoic ~~uranium~~sedimentary ~~mineralization~~rocks ~~occurring~~that have been intruded by tertiary dikes. Eocene to Pliocene felsic to mafic volcanic rocks and minor sediments were deposited over these older rocks. Regional geophysical data indicates that the property lies within ~~350~~the ~~feet~~Battle Mountain- Eureka fault zone and along the west side of the ~~surface~~Northern Nevada Rift structure. ~~Additional~~The ~~layers~~property is underlain by the Upper Devonian-Mississippian Harmony Formation – an arkosic assemblage consisting of calcareous sandstone, ~~exist~~shale, atand ~~deeper~~chert. Tertiary/Quatermary ~~intervals~~basalt ~~but~~and ~~have~~andesitic ~~not~~basalt ~~been~~form ~~cored~~massive ordiffs ~~logged~~on the eastern boundary of the property. Numerous high-angle faults striking east-west, northeast, northwest and north-northeast cut Harmony Formation rocks.

The Red Rock Mineral Prospect ~~Uranium~~lies ~~Property~~within ~~does~~the ~~not~~Great ~~currently~~Basin ~~have~~region ~~any~~of ~~reserves~~the Basin and Range physiographic province, a region characterized by a series of generally north-trending mountain ranges separated by alluvial valleys. ~~All~~The ~~activities~~Shoshone ~~undertaken~~Range ~~and~~in ~~currently~~the ~~proposed~~Red atRock ~~the~~Mineral Prospect ~~Uranium~~area ~~Property~~is ~~are~~underlain ~~exploratory~~by siliceous and volcanic assemblage rocks of Ordovician to Devonian age that occur in ~~nature~~a complex array of thrust slices in the upper plate Roberts Mountains thrust. ~~Currently~~In places, weDevonian ~~are~~to ~~still~~Silurian shallow-water carbonate rocks surround Ordovian to Mississipian deep water casitc rocks lying in the ~~process~~upper plate of ~~assessing~~ the ~~Prospect~~thrust ~~Uranium~~from ~~Property~~autochthonous carbonate rocks lying within the lower-plate “window”.

Present Activities. At the North Battle Mountain Mineral Prospect, we are exploring a potential underground Carlin-type gold deposit. To date, our exploration activities have included detailed geologic mapping, rock and soil geochemical sampling; a detailed gravity survey and a three-line CSAMT survey which provides resistivity information of the subsurface.

URANIUM EXPLORATION PROPERTIES

We purchased several uranium exploration properties in mid 2011 through Pershing’s wholly owned subsidiary. These properties, described further below, include certain interests in uranium unpatented mining claims and leased mineral interests in Arizona, California and North Dakota totaling approximately 7,200 acres. We entered into an option agreement on January 26, 2012 pursuant to which American Strategic Minerals Corporation has the right to acquire our exploration properties until April 26, 2012. As consideration for issuance of the option, Amicor issued to us (i) a $1.0 million non interest bearing promissory note payable in installments upon satisfaction of certain conditions, expiring six months following issuance and (ii) 10 million shares of Amicor’s Common Stock. Pursuant to the terms of the promissory note, upon the closing of a private placement in which Amicor receives gross proceeds of at least $5.0 million (within six months of the closing of the Option Agreement), then Amicor is required to pay $500,000 principal under the promissory note. Additionally, upon the closing of a private placement in which Amicor receives gross proceeds of at least an additional $1.0 million (within six months of the closing of the Option Agreement), Amicor is required to pay the outstanding balance under the promissory note. Amicor has paid $930,000 of the $1.0 million principal of the note, and in late February 2012 we sold 350,000 shares of Amicor’s common stock at $0.50 per share or a total of $175,000. The option is exercisable until April 26, 2012, in whole or in part, at an exercise price of $10.00 for any or all of the uranium properties.. If the option is not exercised, we will retain all of the consideration for the option, and we plan to continue our efforts to divest these properties.

The Coso property is located in Inyo County, California and consists of 169 unpatented lode mining claims on BLM land totaling 3,380 acres. The property is burdened by a 3% royalty payable to NPX Metals, Inc. Annual claim and lease maintenance costs for the Coso property are approximately $25,000. The property is undeveloped, and there are no facilities or structures. There are a number of adits, trenches and drill holes from previous exploration activities.

The Artillery Peak property is located in western north-central Arizona near the southern edge of Mohave County. The property consists of a total of 86 unpatented lode mining claims and is burdened by a 4% royalty . Annual claim maintenance costs for the Artillery Peak property total approximately $13,000. Uranium exploration has been occurring in the Artillery Peak region since the 1950s by a number of exploration and mining entities.

The Blythe project is located in the southern McCoy Mountains in Riverside County, California approximately 15 miles west of the community of Blythe. It consists of 66 unpatented lode mining claims covering 1,320 acres of BLM land and is burdened by a 3% royalty. Annual claim maintenance costs for the claims at the Blythe property are approximately $10,000. A number of companies have worked on the Blythe uranium property during the 1950s through the 1980s.

The Absaroka Stone project consists of one unpatented lode mining claim located in the Uinta County of southwestern Wyoming.

Prospect Uranium consists of private leases to 1,027 acres located in Slope County, in southwestern North Dakota. Annual holding costs under these leases total about $7,100.

Competition

We ~~do not~~ compete ~~directly~~ with ~~anyone~~other ~~for the~~ exploration orcompanies, ~~removal~~many of ~~minerals~~which ~~from~~possess ~~our~~greater ~~property~~financial asresources weand ~~hold~~technical ~~all~~abilities ~~interest~~than ~~and~~we ~~rights~~do. toOur ~~the~~main ~~claims. Readily~~areas ~~available~~of ~~commodities~~competition ~~markets~~are ~~exist~~acquiring inexploration ~~the~~rights ~~U.S.~~ and ~~around~~engaging ~~the~~qualified ~~world for the sale of minerals~~personnel. ~~Therefore,~~The wemineral ~~will~~exploration ~~likely~~industry beis ~~able~~highly tofragmented, ~~sell~~and ~~minerals that~~ we are ~~able~~a tovery ~~recover. We~~small ~~will~~participant bein ~~subject~~this tosector. ~~competition~~Many ~~and unforeseen limited sources~~ of ~~supplies~~our incompetitors ~~the~~explore ~~industry in the event spot shortages arise~~ for ~~supplies~~a ~~such~~variety asof ~~dynamite,~~minerals and ~~certain~~control ~~equipment~~many ~~such~~different asproperties ~~bulldozers~~around ~~and~~the ~~excavators~~world. ~~that~~Many weof ~~will~~them ~~need~~have tobeen ~~conduct~~in ~~exploration.~~business Iflonger than we ~~are~~have ~~unsuccessful~~and inhave ~~securing~~probably ~~the~~established ~~products,~~more ~~equipment~~strategic partnerships and ~~services~~relationships weand ~~need we may~~ have togreater ~~suspend~~financial ~~our~~resources ~~exploration~~than ~~plans until~~ we ~~are able to secure them~~do.

There is significant competition for properties suitable for gold exploration. As a result, we may be unable to continue to acquire interests in attractive properties on terms that we consider acceptable. We will be subject to competition and unforeseen limited sources of supplies in the industry in the event spot shortages arise for supplies such as dynamite, and certain equipment such as drill rigs, bulldozers and excavators that we will need to conduct exploration. If we are unsuccessful in securing the products, equipment and services we need we may have to suspend our exploration plans until we are able to secure them.

Market for Gold

In the event that gold is produced from our property, we believe that wholesale purchasers for the gold would be readily available. Readily available wholesale purchasers of gold and other precious metals exist in the United States and throughout the world. Among the largest are Handy & Harman, Engelhard Industries and Johnson Matthey, Ltd. Historically, these markets are liquid and volatile. Wholesale purchase prices for precious metals can be affected by a number of factors, all of which are beyond our control, including but not limited to:

fluctuation in the supply of, demand and market price for gold;

mining activities of our competitors;

sale or purchase of gold by central banks and for investment purposes by individuals and financial institutions;

interest rates;

currency exchange rates;

inflation or deflation;

fluctuation in the value of the United States dollar and other currencies; and

political and economic conditions of major gold or other mineral-producing countries.

If we find gold that is deemed of economic grade and in sufficient quantities to justify removal, we may seek additional capital through equity or debt financing to build a mine and processing facility, or enter into joint venture or other arrangements with large and more experienced companies better able to fund ongoing exploration and development work, or find some other entity to mine our property on our behalf, or sell or lease our rights to mine the gold. Upon mining, the ore would be processed through a series of steps that produces a rough concentrate. This rough concentrate is then sold to refiners and smelters for the value of the minerals that it contains, less the cost of further concentrating, refining and smelting. Refiners and smelters then sell the gold on the open market through brokers who work for wholesalers including the major wholesalers listed above. We have not found any gold as of today, and there is no assurance that we will find any gold in the future.

Compliance with Government Regulation

WeVarious ~~will~~levels beof ~~required~~governmental tocontrols ~~comply~~and ~~with~~regulations ~~all~~address, ~~regulations~~among other things, ~~rules~~the ~~and~~environmental ~~directives~~impact of ~~governmental~~mineral ~~authorities~~exploration operations and ~~agencies~~establish ~~applicable~~requirements for decommissioning of mineral exploration properties after operations have ceased. With respect to the ~~exploration~~regulation of ~~minerals~~mineral exploration, legislation and regulations in various jurisdictions establish performance standards, air and water quality emission standards and other design or operational requirements for various aspects of the ~~United~~operations, ~~States~~including ~~generally~~health and safety standards. WeLegislation ~~will~~and regulations also beestablish ~~subject~~requirements tofor ~~the~~decommissioning, ~~regulations~~reclamation and rehabilitation of mineral exploration properties following the ~~Bureau~~cessation of ~~Land~~operations ~~Management~~and ~~(“BLM”)~~may require that some former mineral properties be managed for long periods of time after exploration activities have ceased.

We are required to pay annual maintenance fees to the BLM to keep our Federal lode mining claims in good standing. The maintenance period begins at noon on September 1st through the following September 1st and payments are due by the first day of the maintenance period. The annual fee is $140 per claim. 11

~~Future~~Our exploration ~~drilling~~activities onare ~~any~~subject ofto ~~our~~various ~~properties~~levels ~~that~~of ~~consist~~federal ofand ~~BLM~~state ~~land~~laws ~~will~~and ~~require~~regulations usrelating to ~~either~~protection ~~file a Notice~~ of ~~Intent or a Plan of Operations with~~ the ~~BLM~~environment, ~~depending~~including ~~upon~~requirements ~~the~~for ~~amount~~closure ofand ~~new~~reclamation ~~surface~~of ~~disturbance~~mineral ~~that~~exploration ~~is planned~~properties. ASome ~~Notice~~ of ~~Intent~~the islaws ~~for~~and ~~planned~~regulations ~~surface~~include ~~activities~~the ~~that~~Clean ~~anticipate~~Air ~~less~~Act, ~~than~~the Clean ~~5.0~~Water ~~acres~~Act, ofthe ~~surface~~Comprehensive ~~disturbance~~Environmental Response, Compensation and ~~usually~~Liability ~~can~~Act, bethe ~~obtained~~Emergency ~~within~~Planning aand 30Community Right-to 60-~~day~~Know ~~time~~Act, ~~period.~~the AEndangered ~~Plan~~Species ofAct, ~~Operations~~the ~~will~~Federal beLand ~~required~~Policy ifand ~~there~~Management isAct, ~~greater than 5.0 acres of new surface disturbance involved with~~ the ~~planned~~National ~~exploration~~Environmental ~~work.~~Policy ~~A Plan of Operations can take several months to be approved~~Act, ~~depending on~~ the ~~nature~~Resource ofConservation ~~the~~and ~~intended~~Recovery ~~work~~Act, ~~the~~and ~~level~~related ofstate ~~reclamation~~laws ~~bonding~~in ~~required~~Nevada, ~~the~~Arizona, ~~need~~California ~~for~~and ~~archeological~~North ~~surveys~~Dakota. Additionally, ~~and~~much ~~other~~of ~~factors~~our asproperty ~~may~~is besubject ~~determined~~to by the ~~BLM. For~~federal ~~the~~General ~~properties~~Mining ~~located~~Law inof ~~Arizona~~1872, ~~permits~~which toregulates ~~drill~~how ~~are~~mining ~~also~~claims ~~required~~on ~~from~~federal ~~the~~lands ~~Arizona~~are ~~Department~~obtained ofand ~~Water Resources (ADWR)~~maintained.

9In 1989, the State of Nevada, where we intend to focus our mineral exploration efforts, adopted the Mined Land Reclamation Act (the “Nevada MLR Act”), which established design, operation, monitoring and closure requirements for all mining operations in the state. The Nevada MLR Act has increased the cost of designing, operating, monitoring and closing new mining facilities and could affect the cost of operating, monitoring and closing existing mining facilities. New facilities are also required to provide a reclamation plan and financial assurance to ensure that the reclamation plan is implemented upon completion of operations. The Nevada MLR Act also requires reclamation plans and permits for exploration projects that will result in more than five acres of surface disturbance.

As discussed above, we have an authorized Plan of Operations from the BLM and a Reclamation Permit NDEP, which we will need to have amended to authorize our prepared 2012 drilling program at Relief Canyon. In addition, we will need to secure a new NDEP Reclamation Permit in order to conduct exploration activities in the Newmont Venture Area. We plan to apply for additional required permits to conduct our exploration programs as necessary. These permits are usually obtained from either the BLM, NDEP or the United States Forest Service. Obtaining such permits usually requires the posting of bonds for subsequent remediation of disturbances caused by trenching, drilling and bulk-sampling. Delays in the granting of permits or permit amendments are not uncommon, and any delays in the granting of permits may adversely affect our exploration activities. Additionally, necessary permits or permit amendments may be denied, in which case we will be unable to pursue our exploration activities. It may be possible to appeal any denials of permits, but any such appeal will result in additional delays and expense.

We do not anticipate discharging water into active streams, creeks, rivers, lakes or any other bodies of water without an appropriate permit. We also do not anticipate disturbing any endangered species or archaeological sites or causing damage to our property. Re-contouring and re-vegetation of disturbed surface areas will be completed pursuant to the applicable permits. The cost of remediation work varies according to the degree of physical disturbance. It is difficult to estimate the cost of compliance with environmental laws since the full nature and extent of our proposed activities cannot be determined at this time.

Research and Development

We have not expended funds for research and development costs since inception.

Employees

As of ~~August~~December 1231, 2011, we had 8no full-time employees and 2no part-time employees. We On ~~believe~~July ~~our~~1, 2011, we entered into a one year services and employee ~~relations~~leasing agreement with MJI Resource Management Corp. pursuant to bewhich ~~good~~it made available to us six of its employees, including Mr. Bleak, for the purpose of performing management, operations, legal, accounting and resource location services. ~~One~~The ~~employee~~current ispresident ~~considered~~of aMJI ~~member~~Resource Management Corp. is one of its employees who is compensated through the ~~executive~~services ~~management~~and employee leasing agreement.

Legal Proceedings

From time to time, we may become involved in litigation relating to claims arising out of our operations in the normal course of business. We are not currently involved in any pending legal proceeding or litigation and, to the best of our knowledge, no governmental authority is contemplating any proceeding to which we are a party or to which any of our properties is subject, which would reasonably be likely to have a material adverse effect on our business, financial condition and operating results.

Item 1A. Risk Factors.

Investing in our common stock involves a high degree of risk. Prospective investors should carefully consider the risks described below and other information contained in this annual report, including our financial statements and related notes before purchasing shares of our common stock. There are numerous and varied risks, known and unknown, that may prevent us from achieving our goals. If any of these risks actually occurs, our business, financial condition or results of operations may be materially adversely affected. In that case, the trading price of our common stock could decline and investors in our common stock could lose all or part of their investment.

Risks Relating to Our Business

WE ARE AN EXPLORATION STAGE COMPANY AND HAVE ONLY RECENTLY COMMENCED EXPLORATION ACTIVITIES ON OUR CLAIMS. WE EXPECT TO INCUR OPERATING LOSSES FOR THE FORESEEABLE FUTURE.

Our evaluation of ~~the~~our ~~Coso, Artillery Peak and Blythe~~ mining claims up to this point is primarily a result of historical exploration data. Although we have made field observations, our exploration program is just getting under way. Accordingly, we are not yet in a position to evaluate the likelihood that our business will be successful. We have not earned any revenues as of the date of this report. 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. Prior to completion of our exploration stage, we anticipate that we will incur increased operating expenses without realizing any revenues. We expect to incur significant losses into the foreseeable future. We recognize that if we are unable to generate significant revenues from development and production of minerals from the claims, we will not be able to earn profits or continue operations. There is no history upon which to base any assumption as to the likelihood that we will prove successful, and it is doubtful that we will generate any operating revenues or ever achieve profitable operations. If we are unsuccessful in addressing these risks, our business will most likely fail.

EXPLORING FOR GOLD AND OTHER MINERALS IS INHERENTLY SPECULATIVE, INVOLVES SUBSTANTIAL EXPENDITURES, AND IS FREQUENTLY NON-PRODUCTIVE.

Mineral exploration (currently our only business), and gold exploration in particular, is a business that by its nature is very speculative. There is a strong possibility that we will not discover gold or any other minerals which can be mined or extracted at a profit. Even if we do discover gold or other deposits, the deposit may not be of the quality or size necessary for us or a potential purchaser of the property to make a profit from actually mining it. Few properties that are explored are ultimately developed into producing mines. Unusual or unexpected geological formations, geological formation pressures, fires, flooding, explosions, cave-ins, landslides and the inability to obtain suitable or adequate machinery, equipment or labor are just some of the many risks involved in mineral exploration programs and the subsequent development of gold deposits.

THE MINING INDUSTRY IS CAPITAL INTENSIVE AND WE MAY BE UNABLE TO RAISE NECESSARY FUNDING.

We do not have sufficient capital to fund our exploration program as it is currently planned or to fund the acquisition and exploration of new properties. We will require additional funding and presently do not have any sources of funding. We may be unable to secure additional financing on terms acceptable to us, or at all. Our inability to raise additional funds on a timely basis could prevent us from achieving our business objectives and could have a negative impact on our business, financial condition, results of operations and the value of our securities. If we raise additional funds by issuing additional equity or convertible debt securities, the ownership of our existing stockholders or our ownership of our subsidiaries may be diluted and the securities that we or our subsidiaries may issue in the future may have rights, preferences or privileges senior to those of the current holders of our common stock or our holdings in our subsidiaries. Such securities may also be issued at a discount to the market price of our common stock, resulting in possible further dilution to the book value per share of common stock. If we raise additional funds by issuing debt, we could be subject to debt covenants that could place limitations on our operations and financial flexibility.

BECAUSE WE HAVE NOT SURVEYED OUR MINING CLAIMS, WE MAY DISCOVER MINERALIZATION ON THE CLAIMS THAT IS NOT WITHIN OUR CLAIMS BOUNDARIES.

While we have conducted mineral claim title searches, this should not be construed as a guarantee of claims boundaries. Until the claims are surveyed, the precise location of the boundaries of the claims may be in doubt. If we discover mineralization that is close to the claims boundaries, it is possible that some or all of the mineralization may occur outside the boundaries. In such a case we would not have the right to extract those minerals.

WE HAVE NO PROVEN OR PROBABLE RESERVES ON OUR PROPERTIES AND WE DO NOT KNOW IF OUR PROPERTIES CONTAIN ANY GOLD OR OTHER MINERALS THAT CAN BE MINED AT A PROFIT.

The properties on which we have the right to explore for gold and other minerals are not known to have any deposits of gold or other minerals which can be mined at a profit (as to which there can be no assurance). Whether a gold or other mineral deposit can be mined at a profit depends upon many factors. Some but not all of these factors include: the particular attributes of the deposit, such as size, grade and proximity to infrastructure; operating costs and capital expenditures required to start mining a deposit; the availability and cost of financing; the price of the gold or other mineral which is highly volatile and cyclical; and government regulations, including regulations relating to prices, taxes, royalties, land use, importing and exporting of minerals and environmental protection. We are also obligated to pay production royalties on certain of our mining activities, including a net smelter royalty of 2% on production from our Relief Canyon Gold assets acquired during 2011, which will increase our costs of production and make our ability to operate profitably more difficult.

IF WE DISCOVER COMMERCIAL RESERVES OF PRECIOUS METALS ON OUR MINERAL PROPERTY, WE CAN PROVIDE NO ASSURANCE THAT WE WILL BE ABLE TO OBTAIN FINANCING TO SUCCESSFULLY ADVANCE THE MINERAL CLAIMS INTO COMMERCIAL PRODUCTION.

If our exploration program is successful in establishing ore of commercial tonnage and grade, we will require additional funds in order to advance the claims into commercial production. Obtaining additional financing would be subject to a number of factors, including the market price for the minerals, investor acceptance of our claims and general market conditions. These factors may make the timing, amount, terms or conditions of additional financing unavailable to us. The most likely source of future funds is through the sale of equity capital. Any sale of share capital will result in dilution to existing shareholders. We may be unable to obtain any such funds, or to obtain such funds on terms that we consider economically feasible and an investor may lose any investment he makes in our shares.

OUR INDEPENDENT AUDITOR HAS ISSUED AN AUDIT OPINION WHICH INCLUDES A STATEMENT DESCRIBING A DOUBT WHETHER WE WILL CONTINUE AS A GOING CONCERN.

As described in Note 1 of our accompanying financial statements, our lack of operations and any guaranteed sources of future capital create substantial doubt as to our ability to continue as a going concern. If our business plan does not work, we could remain as a start-up company with limited operations and revenues.

~~GOVERNMENT~~OUR ~~REGULATION~~BUSINESS ORIS ~~OTHER~~SUBJECT ~~LEGAL~~TO ~~UNCERTAINTIES~~EXTENSIVE ENVIRONMENTAL REGULATIONS WHICH MAY ~~INCREASE~~MAKE ~~COSTS~~EXPLORING OR MINING PROHIBITIVELY EXPENSIVE, AND ~~OUR~~WHICH ~~BUSINESS~~MAY ~~WILL~~CHANGE BEAT ~~NEGATIVELY~~ANY ~~AFFECTED~~TIME.

~~Laws~~All ~~and~~of our operations are subject to extensive environmental regulations ~~govern~~which ~~the~~can make exploration, ~~development,~~expensive ~~mining,~~or ~~production,~~prohibit ~~importing~~it ~~and~~altogether. ~~exporting~~We ofmay ~~minerals;~~be ~~taxes;~~subject ~~labor~~to ~~standards;~~potential ~~occupational~~liabilities ~~health;~~associated ~~waste~~with ~~disposal;~~the ~~protection~~pollution of the environment; ~~mine~~and ~~safety;~~the ~~toxic~~disposal ~~substances;~~of waste products that may occur as the result of exploring and other ~~matters~~related activities on our properties. InWe ~~many~~may ~~cases~~have to pay to remedy environmental pollution, ~~licenses~~which may reduce the amount of money that we have available to use for exploration, and ~~permits~~adversely affect our financial position. If we are ~~required~~unable to ~~conduct~~fully ~~mining~~remedy an environmental problem, we might be required to suspend operations or to enter into interim compliance measures pending the completion of the required remedy. ~~Amendments~~If a decision is made to ~~current~~mine ~~laws~~our properties and ~~regulations~~we ~~governing~~retain ~~operations~~any operational responsibility for doing so, our potential exposure for remediation may be significant, and this may have a material adverse effect upon our business and financial position. We have not purchased insurance for potential environmental risks (including potential liability for pollution or other hazards associated with the disposal of waste products from our exploration activities) because we currently have no intention of mining ~~companies~~our orproperty. ~~more~~However, ~~stringent~~if ~~implementation~~we ~~thereof~~change ~~could~~our ~~have~~business plan to include the mining of our property and assuming that we retain operational responsibility for mining, then such insurance may not be available to us on reasonable terms or at a ~~substantial~~reasonable ~~adverse~~price. All of our exploration and, if warranted, development activities may be subject to regulation under one or more local, state and federal environmental impact onanalyses usand public review processes. ~~Applicable~~It is possible that future changes in applicable laws, regulations and ~~regulations~~permits ~~will~~or changes in their enforcement or regulatory interpretation could have significant impact on some portion of our business, which may require usour business to ~~make~~be ~~certain~~economically ~~capital~~re-evaluated ~~and~~from ~~operating~~time ~~expenditures~~to time. These risks include, but are not limited to, ~~initiate~~the ~~new~~risk ~~operations~~that regulatory authorities may increase bonding requirements beyond our financial capability. ~~Under~~Inasmuch ~~certain~~as ~~circumstances~~posting of bonding in accordance with regulatory determinations is a condition to the right to operate under all material operating permits, increases in bonding requirements could prevent operations even if we are in full compliance with all substantive environmental laws. We have been required to post substantial bonds under various laws relating to mining and the environment and may in the future be required to ~~stop~~post ~~exploration~~further bonds to pursue additional activities. For example, ~~once~~we ~~started,~~must ~~until~~provide aBLM ~~particular~~and ~~problem~~NDEP additional financial assurance (reclamation bonds) to guarantee reclamation of any new surface disturbance required for drill roads and drill sites. A preliminary estimate of the likely amount of additional required financial assurance for our present planned activity is ~~remedied~~approximately $150,000. We may be unable or unwilling to ~~undertake~~post ~~other~~such ~~remedial~~additional ~~actions~~bonds which could prevent us from realizing any commercial mining success or commencing mining activities.

WE MAY BE DENIED THE ~~GLOBAL~~GOVERNMENT ~~ECONOMIC~~LICENSES ~~CRISIS~~AND ~~COULD~~PERMITS ~~HAVE~~WHICH AWE ~~MATERIAL~~NEED ~~ADVERSE~~TO ~~EFFECT~~EXPLORE ON OUR ~~LIQUIDITY~~PROPERTY. IN THE EVENT THAT WE DISCOVER COMMERCIALLY EXPLOITABLE DEPOSITS, WE MAY BE DENIED THE ADDITIONAL GOVERNMENT LICENSES AND ~~CAPITAL~~PERMITS ~~RESOURCES~~WHICH WE WILL NEED TO MINE ON OUR PROPERTY.

~~The~~Exploration ~~recent~~activities ~~distress~~usually inrequire the ~~financial~~granting ~~markets~~of ~~has~~permits ~~resulted~~from invarious ~~extreme~~governmental ~~volatility~~agencies. inFor ~~security~~example, ~~prices~~exploration ~~and~~drilling ~~diminished~~on ~~liquidity~~unpatented ~~and~~mining ~~credit~~claims ~~availability,~~requires ~~and~~a ~~there~~permit ~~can~~to be noobtained ~~assurance~~from ~~that~~the ~~our~~United ~~liquidity~~States ~~will~~Bureau ~~not~~of beLand ~~affected~~Management, bywhich ~~changes~~may intake several months or longer to grant the ~~financial~~requested ~~markets~~permit. ~~and~~Depending on the ~~global~~size, ~~economy~~location orand ~~that~~scope ~~our~~of ~~capital~~the ~~resources~~exploration ~~will~~program, atadditional ~~all~~permits ~~times~~may also be ~~sufficient~~required tobefore ~~satisfy~~exploration ~~our~~activities ~~liquidity~~can ~~needs~~be undertaken. InPrehistoric ~~addition~~or Indian grave yards, ~~the~~threatened ~~tightening~~or ofendangered ~~the~~species, ~~credit~~archeological ~~markets~~sites ~~could~~or ~~make~~the itpossibility ~~more~~thereof, difficult access, excessive dust and important nearby water resources may all result in the need for usadditional topermits ~~access~~before ~~funds~~exploration activities can commence. As with all permitting processes, ~~enter~~there ~~into~~is ~~agreements~~the ~~for~~risk ~~new~~that ~~debt~~unexpected delays and excessive costs may be experienced in obtaining required permits. The needed permits may not be granted at all. Delays in or our inability to obtain ~~funding~~necessary ~~through~~permits ~~the~~will ~~issuance~~result ofin unanticipated costs, which may result in serious adverse effects upon our ~~securities~~business.

1114

THE VALUE OF OUR PROPERTY IS SUBJECT TO VOLATILITY IN THE PRICE OF GOLD AND ANY OTHER DEPOSITS WE MAY SEEK OR LOCATE.

Our ability to obtain additional and continuing funding, and our profitability in the unlikely event we ever commence mining operations or sell our rights to mine, will be significantly affected by changes in the market price of gold and other mineral deposits. Gold and other minerals’ prices fluctuate widely and are affected by numerous factors, all of which are beyond our control. The price of gold may be influenced by:

fluctuation in the supply of, demand and market price for gold;

mining activities of our competitors;

sale or purchase of gold by central banks and for investment purposes by individuals and financial institutions;

interest rates;

currency exchange rates;

inflation or deflation;

fluctuation in the value of the United States dollar and other currencies;

global and regional supply and demand, including investment, industrial and jewelry demand; and

political and economic conditions of major gold or other mineral-producing countries.

The price of gold and other minerals have fluctuated widely in recent years, and a decline in the price of gold or other minerals could cause a significant decrease in the value of our property, limit our ability to raise money, and render continued exploration and development of our property impracticable. If that happens, then we could lose our rights to our property or be compelled to sell some or all of these rights. Additionally, the future development of our mining properties beyond the exploration stage is heavily dependent upon the level of gold prices remaining sufficiently high to make the development of our property economically viable.

OUR PROPERTY TITLE MAY BE CHALLENGED. WE ARE NOT INSURED AGAINST ANY CHALLENGES, IMPAIRMENTS OR DEFECTS TO OUR MINING CLAIMS OR TITLE TO OUR OTHER PROPERTIES. WE HAVE NOT VERIFIED TITLE TO OUR NORTH BATTLE MOUNTAIN, RED ROCK, PERSHING PASS, COSO, BLYTHE, ARTILLERY PEAK, ABSAROKA STONE OR ARIZONA BRECCIA PIPES PROPERTIES.

Our property is comprised primarily of unpatented lode mining claims and millsites located and maintained in accordance with the federal General Mining Law of 1872. Unpatented lode mining claims and millsites are unique U.S. property interests and are generally considered to be subject to greater title risk than other real property interests because the validity of unpatented mining claims and millsites is often uncertain. This uncertainty arises, in part, out of the complex federal and state laws and regulations with which the owner of an unpatented mining claim or millsite must comply in order to locate and maintain a valid claim. While we have obtained a title opinion on our Relief Canyon Mine property, we have not conducted a title search on our Red Rock Mineral Prospect or North Battle Mountain Mineral Prospect, and while we have conducted title searches of the Pershing Pass, Coso, Blythe, Artillery Peak and Absaroka Stone properties, those title searches were not comprehensive enough to definitively determine the ownership or validity of the unpatented mining claims that comprise those properties. Until title opinions are obtained and until the claims are surveyed, the ownership and validity of the claims and the precise location of the boundaries of the claims may be in doubt and our claims subject to challenge. If we discover mineralization that is close to the claim boundaries, it is possible that some or all of the mineralization may occur outside the boundaries. In such a case we would not have the right to extract those minerals. The uncertainty resulting from not having a title search or having the claims surveyed on our properties leaves us exposed to potential title defects. Defending any challenges to our property title would be costly, and may divert funds that could otherwise be used for exploration activities and other purposes. In addition, unpatented lode mining claims and millsites are always subject to possible challenges by third parties or contests by the federal government, which, if successful, may prevent us from exploiting our discovery of commercially extractable gold. Challenges to our title may increase our costs of operation or limit our ability to explore on certain portions of our property. We are not insured against challenges, impairments or defects to our property title.

POSSIBLE AMENDMENTS TO THE GENERAL MINING LAW COULD MAKE IT MORE DIFFICULT OR IMPOSSIBLE FOR US TO EXECUTE OUR BUSINESS PLAN.

In recent years, the U.S. Congress has considered a number of proposed amendments to the General Mining Law, as well as legislation that would make comprehensive changes to the law. Although no such legislation has been adopted to date, there can be no assurance that such legislation will not be adopted in the future. If adopted, such legislation could, among other things, (i) adopt the limitation on the number of millsites that a claimant may locate, discussed below, (ii) impose time limits on the effectiveness of plans of operation that may not coincide with mine life, (iii) impose more stringent environmental compliance and reclamation requirements on activities on unpatented mining claims and millsites, (iv) establish a mechanism that would allow states, localities and Native American tribes to petition for the withdrawal of identified tracts of federal land from the operation of the General Mining Law, (v) allow for administrative determinations that mining would not be allowed in situations where undue degradation of the federal lands in question could not be prevented, and (vi) impose royalties on gold and other mineral production from unpatented mining claims or impose fees on production from patented mining claims. Further, it could have an adverse impact on earnings from our operations, could reduce estimates of any reserves we may establish and could curtail our future exploration and development activity on our unpatented claims.

Our ability to conduct exploration, development, mining and related activities may also be impacted by administrative actions taken by federal agencies. With respect to unpatented millsites, for example, the ability to use millsites and their validity has been subject to greater uncertainty since 1997. In November of 1997, the Secretary of the Interior (appointed by President Clinton) approved a Solicitor's Opinion which concluded that the General Mining Law imposed a limitation that only a single five-acre millsite may be claimed or used in connection with each associated and valid unpatented or patented lode mining claim. Subsequently, however, on October 7, 2003, the new Secretary of the Interior (appointed by President Bush) approved an Opinion by the Deputy Solicitor which concluded that the mining laws do not impose a limitation that only a single five-acre millsite may be claimed in connection with each associated unpatented or patented lode mining claim. Current federal regulations do not include the millsite limitation. There can be no assurance, however, that the Department of the Interior will not seek to re-impose the millsite limitation at some point in the future.

In addition, a consortium of environmental groups has filed a lawsuit in the United District Court for the District of Columbia against the Department of the Interior, the Department of Agriculture, the Bureau of Land Management, or BLM, and the USFS, asking the court to order the BLM and USFS to adopt the five-acre millsite limitation. That lawsuit also asks the court to order the BLM and the USFS to require mining claimants to pay fair market value for their use of the surface of federal lands where those claimants have not demonstrated the validity of their unpatented mining claims and millsites. If the plaintiffs in that lawsuit were to prevail, that could have an adverse impact on our ability to use our unpatented millsites for facilities ancillary to our exploration, development and mining activities, and could significantly increase the cost of using federal lands at our properties for such ancillary facilities.

Risks Relating to Our Organization

AS A RESULT OF THE EXCHANGE, ~~GREEN ENERGY BECAME A SUBSIDIARY OF OURS AND SINCE~~ WE ARE SUBJECT TO THE REPORTING REQUIREMENTS OF FEDERAL SECURITIES LAWS, THIS CAN BE EXPENSIVE AND MAY DIVERT RESOURCES FROM OTHER PROJECTS, THUS IMPAIRING OUR ABILITY GROW.

As a result of the Exchange, ~~Green~~we ~~Energy~~are ~~became a subsidiary of ours and, accordingly, is~~ subject to the information and reporting requirements of the Exchange Act, and other federal securities laws, including compliance with the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”). The costs of preparing and filing annual and quarterly reports, ~~proxy statements~~ and other information with the SEC (including reporting of the Exchange) and furnishing audited reports to stockholders will cause our expenses to be higher than they would have been if ~~Green~~our ~~Energy~~subsidiaries had remained privately held ~~and did not consummate the Exchange~~.

It may be time consuming, difficult and costly for us to develop and implement the internal controls and reporting procedures required by the Sarbanes-Oxley Act. We will need to hire additional financial reporting, internal controls and other finance personnel in order to develop and implement appropriate internal controls and reporting procedures. If we are unable to comply with the internal controls requirements of the Sarbanes-Oxley Act, then we may not be able to obtain the independent accountant certifications required by such act, which may preclude us from keeping our filings with the SEC current and interfere with the ability of investors to trade our securities and for our shares to continue to be quoted on the OTC Bulletin Board or to list on any national securities exchange.

OUR CERTIFICATE OF INCORPORATION ALLOWS FOR OUR BOARD TO CREATE NEW SERIES OF PREFERRED STOCK WITHOUT FURTHER APPROVAL BY OUR STOCKHOLDERS WHICH COULD ADVERSELY AFFECT THE RIGHTS OF THE HOLDERS OF OUR COMMON STOCK.

Our board of directors has the authority to fix and determine the relative rights and preferences of preferred stock. Our board of directors also has the authority to issue preferred stock without further stockholder approval. As a result, our board of directors could authorize the issuance of a series of preferred stock that would grant to such holders (i) the preferred right to our assets upon liquidation, (ii) the right to receive dividend payments before dividends are distributed to the holders of common stock and (iii) the right to the redemption of the shares, together with a premium, prior to the redemption of our common stock. In addition, our board of directors could authorize the issuance of a series of preferred stock that has greater voting power than our common stock or that is convertible into our common stock, which could decrease the relative voting power of our common stock or result in dilution to our existing common stockholders.

WE LACK PROPER INTERNAL CONTROLS AND PROCEDURES

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized, and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure based on the definition of “disclosure controls and procedures” in Rule 13a-15(e). In designing and evaluating the disclosure controls and procedures, our 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.

During the course of the preparation of our ~~March~~December 31, 2011 financial statements, we identified certain material weaknesses relating to our internal controls and procedures within the areas of accounting for equity transactions. Some of these internal control deficiencies may also constitute deficiencies in our disclosure and internal controls.

PUBLIC COMPANY COMPLIANCE MAY MAKE IT MORE DIFFICULT TO ATTRACT AND RETAIN OFFICERS AND DIRECTORS.

The Sarbanes-Oxley Act and rules implemented by the SEC have required changes in corporate governance practices of public companies. As a public company, we expect these rules and regulations to increase our compliance costs in ~~2011~~2012 and beyond and to make certain activities more time consuming and costly. As a public company, we also expect that these rules and regulations may make it more difficult and expensive for us to obtain director and officer liability insurance and we may be required to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. As a result, it may be more difficult for us to attract and retain qualified persons to serve on our board of directors or as executive officers, and to maintain insurance at reasonable rates, or at all.

Risks Relating to Our Common Stock

WE MAY FAIL TO QUALIFY FOR CONTINUED LISTING ON THE OTC BULLETIN BOARD WHICH COULD MAKE IT MORE DIFFICULT FOR INVESTORS TO SELL THEIR SHARES.

Our common stock is listed on the Over the Counter Bulletin Board (“OTCBB”). There can be no assurance that trading of our common stock on such market will be sustained or that we can meet OTCBB’s continued listing standards. In the event that our common stock fails to qualify for continued inclusion, our common stock could thereafter only be quoted on the “pink sheets.” Under such circumstances, shareholders may find it more difficult to dispose of, or to obtain accurate quotations, for our common stock, and our common stock would become substantially less attractive to certain purchasers such as financial institutions, hedge funds and other similar investors.

OUR COMMON STOCK MAY BE AFFECTED BY LIMITED TRADING VOLUME AND PRICE FLUCTUATIONS WHICH COULD ADVERSELY IMPACT THE VALUE OF OUR COMMON STOCK.

There has been limited trading in our common stock and there can be no assurance that an active trading market in our common stock will either develop or be maintained. Our common stock has experienced, and is likely to experience in the future, significant price and volume fluctuations which could adversely affect the market price of our common stock without regard to our operating performance. In addition, we believe that factors such as quarterly fluctuations in our financial results and changes in the overall economy or the condition of the financial markets could cause the price of our common stock to fluctuate substantially. These fluctuations may also cause short sellers to periodically enter the market in the belief that we will have poor results in the future. We cannot predict the actions of market participants and, therefore, can offer no assurances that the market for our common stock will be stable or appreciate over time.

OUR STOCK PRICE MAY BE VOLATILE.

The market price of our common stock is likely to be highly volatile and could fluctuate widely in price in response to various factors, many of which are beyond our control, including the following:

	•		changes in our industry;
	•		competitive pricing pressures;
	•		our ability to obtain working capital financing;
	•		additions or departures of key personnel;
	•		sales of our common stock;
	•		our ability to execute our business plan;
	•		operating results that fall below expectations;
	•		loss of any strategic relationship;
	•		regulatory developments; and
	•		economic and other external factors.

In addition, the securities markets have from time to time experienced significant price and volume fluctuations that are unrelated to the operating performance of particular companies. These market fluctuations may also materially and adversely affect the market price of our common stock.

WE HAVE NOT PAID CASH DIVIDENDS IN THE PAST AND DO NOT EXPECT TO PAY CASH DIVIDENDS IN THE FUTURE. ANY RETURN ON AN INVESTMENT IN OUR COMMON STOCK MAY BE LIMITED TO THE VALUE OF THE COMMON STOCK.

We have never paid cash dividends on our common stock and do not anticipate doing so in the foreseeable future. The payment of dividends on our common stock will depend on our earnings, financial condition, and other business and economic factors as our board of directors may consider relevant. If we do not pay dividends, our common stock may be less valuable because a return on a shareholder’s investment will only occur if our stock price appreciates.

OFFERS OR AVAILABILITY FOR SALE OF A SUBSTANTIAL NUMBER OF SHARES OF OUR COMMON STOCK MAY CAUSE THE PRICE OF OUR COMMON STOCK TO DECLINE.

If our stockholders sell substantial amounts of our Common stock in the public market, including shares issued in the Private Placement upon the effectiveness of the registration statement of which this prospectus forms a part, or upon the expiration of any statutory holding period, under Rule 144, or issued upon the exercise of outstanding options or warrants, it could create a circumstance commonly referred to as an "overhang" and in anticipation of which the market price of our Common stock could fall. The existence of an overhang, whether or not sales have occurred or are occurring, also could make more difficult our ability to raise additional financing through the sale of equity or equity-related securities in the future at a time and price that we deem reasonable or appropriate. The shares of common stock sold in the Private Placements will be freely tradable upon the earlier of: (i) effectiveness of a registration statement covering such shares and (ii) the date on which such shares may be sold without registration pursuant to Rule 144 (or other applicable exemption) under the Securities Act.

INVESTOR RELATIONS ACTIVITIES, NOMINAL “FLOAT” AND SUPPLY AND DEMAND FACTORS MAY AFFECT THE PRICE OF OUR STOCK.

We expect to utilize various techniques such as non-deal road shows and investor relations campaigns in order to create investor awareness for the Company. These campaigns may include personal, video and telephone conferences with investors and prospective investors in which our business practices are described. We may provide compensation to investor relations firms and pay for newsletters, websites, mailings and email campaigns that are produced by third-parties based upon publicly-available information concerning the Company. We will not be responsible for the content of analyst reports and other writings and communications by investor relations firms not authored by the Company or from publicly available information. We do not intend to review or approve the content of such analysts’ reports or other materials based upon analysts’ own research or methods. Investor relations firms should generally disclose when they are compensated for their efforts, but whether such disclosure is made or complete is not under our control. In addition, investors in the Company may be willing, from time to time, to encourage investor awareness through similar activities. Investor awareness activities may also be suspended or discontinued which may impact the trading market our common stock.

The SEC and FINRA enforce various statutes and regulations intended to prevent manipulative or deceptive devices in connection with the purchase or sale of any security and carefully scrutinize trading patterns and company news and other communications for false or misleading information, particularly in cases where the hallmarks of “pump and dump” activities may exist, such as rapid share price increases or decreases. We, and our shareholders may be subjected to enhanced regulatory scrutiny due to the small number of holders who initially will own the registered shares of our common stock publicly available for resale, and the limited trading markets in which such shares may be offered or sold which have often been associated with improper activities concerning penny-stocks, such as the OTC Bulletin Board or the OTCQB Marketplace (Pink OTC) or pink sheets. Until such time as the common stock sold in the Private Placement is registered and until such time as our restricted shares are registered or available for resale under Rule 144, there will continue to be a small percentage of shares held by a small number of investors, many of whom acquired such shares in privately negotiated purchase and sale transactions, that will constitute the entire available trading market. The Supreme Court has stated that manipulative action is a term of art connoting intentional or willful conduct designed to deceive or defraud investors by controlling or artificially affecting the price of securities. Often times, manipulation is associated by regulators with forces that upset the supply and demand factors that would normally determine trading prices. Since a small percentage of the outstanding common stock of the Company will initially be available for trading, held by a small number of individuals or entities, the supply of our common stock for sale will be extremely limited for an indeterminate amount of time, which could result in higher bids, asks or sales prices than would otherwise exist. Securities regulators have often cited thinly-traded markets, small numbers of holders, and awareness campaigns as components of their claims of price manipulation and other violations of law when combined with manipulative trading, such as wash sales, matched orders or other manipulative trading timed to coincide with false or touting press releases. There can be no assurance that the Company’s or third-parties’ activities, or the small number of potential sellers or small percentage of stock in the “float,” or determinations by purchasers or holders as to when or under what circumstances or at what prices they may be willing to buy or sell stock will not artificially impact (or would be claimed by regulators to have affected) the normal supply and demand factors that determine the price of the stock.

EXERCISE OF OPTIONS AND WARRANTS MAY HAVE A DILUTIVE EFFECT ON OUR COMMON STOCK.

If the price per share of our Common stock at the time of exercise of any options, or any other convertible securities is in excess of the various exercise or conversion prices of such convertible securities, exercise or conversion of such convertible securities would have a dilutive effect on our Common stock. As of ~~August~~April 1211, ~~2011~~2012, we had ~~(i)~~no outstanding options toor ~~purchase 2,810,000 shares of our Common stock at an exercise price of $0.25 per share, and (ii) outstanding~~ warrants ~~to purchase 4,650,000 shares of our Common stock at $0~~.40 However ~~per share and outstanding warrants to purchase 47,308,749 shares of our Common stock at $0.50 per share. Further,~~ any additional financing that we secure may require the granting of rights, preferences or privileges senior to those of our Common stock and result in additional dilution of the existing ownership interests of our common stockholders.

OUR COMMON STOCK MAY BE DEEMED A “PENNY STOCK,” WHICH WOULD MAKE IT MORE DIFFICULT FOR OUR INVESTORS TO SELL THEIR SHARES.

Our common stock may be subject to the “penny stock” rules adopted under Section 15(g) of the Exchange Act. The penny stock rules generally apply to companies whose common stock is not listed on The NASDAQ Stock Market or other national securities exchange and trades at less than $4.00 per share, other than companies that have had average revenue of at least $6,000,000 for the last three years or that have tangible net worth of at least $5,000,000 ($2,000,000 if the company has been operating for three or more years). These rules require, among other things, that brokers who trade penny stock to persons other than “established customers” complete certain documentation, make suitability inquiries of investors and provide investors with certain information concerning trading in the security, including a risk disclosure document and quote information under certain circumstances. Many brokers have decided not to trade penny stocks because of the requirements of the penny stock rules and, as a result, the number of broker-dealers willing to act as market makers in such securities is limited. If we remain subject to the penny stock rules for any significant period, it could have an adverse effect on the market for our securities. If our securities are subject to the penny stock rules, investors will find it more difficult to dispose of our securities.

Item 1B. Unresolved Staff Comments.

Not applicable.

Item 2. Properties.

AsFor ofa ~~March~~detailed ~~31,~~description ~~2011,~~of weour ~~have 169 unpatented lode mining claims on BLM land and one state lease associated with the Coso Property~~properties, 86please ~~unpatented~~refer ~~lode~~to ~~mining~~Item ~~claims~~1 ~~on BLM land associated with the Artillery Peak Property~~herein, ~~and~~which 66is ~~unpatented~~hereby ~~lode~~incorporated ~~mining~~by ~~claims~~reference onto ~~BLM~~this ~~land associated with the Blythe Property as described in detail in~~ Item ~~1 above~~2.

For a description of our Coso, Artillery Peak, Blythe, and other mineral properties, please refer to Item 1 herein, which is hereby incorporated by reference to this Item 2.

Principal Executive Office

On January 1, 2010, we entered into a sublease with NAEC for 750 square feet of office space for our principal executive offices located at 3266 W. Galveston Drive, Suite 101 Apache Junction, Arizona 85120. The rent for this office space is $1,500 per month and increased to $2,500 per month in ~~May~~June 2010. The term of the sublease is “month to month”. NAEC is an affiliated company whereby our CEO, Mr,. Joshua Bleak, is the President.

Item 3. Legal Proceedings.

There are no legal proceedings pending, and we are not aware of any material proceeding contemplated by a governmental authority, to which we are a party or any of our property is subject.

Item 4. ~~(Removed~~Mine ~~and~~Safety ~~Reserved~~Disclosures.)

15None.

PART II

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

Market Information

Our common stock is quoted on the OTC Bulletin Board under the symbol “~~AEFI~~CRGC.OB” and commenced trading on April 5, 2010. The following table sets forth the high and low bid quotation prices as reported on the OTC Bulletin Board. The quotations reflect inter-dealer prices, without retail mark-up, mark-down or commission, and may not represent actual transactions. Prior to April 5, 2010, there was no active market for our Common stock. As of ~~August~~April 1211, ~~2011~~2012, there were approximately ~~147~~130 holders of record of our Common stock.

The following table sets forth the high and low bid prices for our Common stock for the periods indicated, as reported by the OTC Bulletin Board. The quotations reflect inter-dealer prices, without retail mark-up, mark-down or commission, and may not represent actual transactions.

Period	~~High~~	High		~~Low~~		Low
January 1, 2011 through March 31, 2011	$	1.43		$	0.51
October 1, 2011 through December 31, 2011		$	0.36			$	0.18
October 1, 2010 through December 31, 2010	$	0.98		$	0.45
July 1, 2011 through September 30, 2011		$	0.47			$	0.16
July 1, 2010 through September 30, 2010	$	0.76		$	0.30
April 1, 2011 through June 30, 2011		$	0.80			$	0.20
April 5, 2010 through June 30, 2010	$	1.04		$	0.18
January 1, 2011 through March 31, 2011		$	1.43			$	0.51

The last reported sales price of our Common stock on the OTC Bulletin Board onas ~~August~~of 11December 31, 2011 was $0.3624 per share.

Dividend Policy

On December 21, 2009, our board of directors declared a dividend of an additional 11.2 shares of our common stock on each share of our common stock outstanding on December 21, 2009. We have never paid cash dividends on our common stock. For the foreseeable future, we intend to retain any earnings to finance the development and expansion of our business, and we do not anticipate paying any cash dividends on our common stock. Any future determination to pay dividends will be at the discretion of our Board of Directors and will be dependent upon the existing conditions, including our financial condition and results of operations, capital requirements, contractual restrictions, business prospects, and other factors that our Board of Directors considers relevant.

Securities Authorized for Issuance under Equity Compensation Plans

On April 1, 2010, we adopted our 2010 Equity Incentive Plan which reserved 7,500,000 shares of our common stock for issuances thereunder.

On July 22, 2011, pursuant to the Asset Sale, the Company’s majority owned subsidiary assumed the Company’s 2010 Equity ~~Compensation~~Incentive Plan ~~Information~~and all options granted and issued thereunder such that Pershing agreed to deliver to the Company’s option holders, options (the “Options”) to purchase an aggregate of such number of shares of Pershing’s common stock issuable under Pershing’s equity incentive plan equal to one option to purchase eight (8) shares of Pershing’s common stock for every option to purchase ten (10) shares of the Company’s common stock with a strike price equal to such amount as is required pursuant to the terms of the outstanding option.

	Number of Securities to be Issued upon Exercise of Outstanding Options, Warrants, and Rights		Weighted average exercise price of Outstanding Options, Warrants and Rights		Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans
Equity compensation plans approved by security holders		2,810,000		$0.25		4,690,000
Equity compensation plans not approved by security holders		0		0		0
Total		2,810,000		$0.25		4,690,000

Recent Sales of Unregistered Securities

On July 20, 2007, we issued a total of 1,250,000 shares of common stock to one director for cash in the amount of $0.01 per share for a total of $12,500.

On April 13, 2009, we issued a total of 1,000,000 shares of common stock to 26 individuals for cash in the amount of $0.025 per share for a total of $25,000.

On December 21, 2009, the board of directors declared a dividend of an additional 11.2 shares of its common stock on each share of its common stock outstanding on December 21, 2009.

On December 24, 2009, we entered into the Exchange with Green Energy and its shareholders. The Green Energy shareholders transferred all of the issued and outstanding capital stock of Green Energy to us in exchange for the right to receive one share of our common stock for each share of Green Energy common stock. Accordingly, an aggregate of 28,788,252 shares of our common stock were issued to the shareholders of Green Energy.

On December 24, 2009, we issued a total of 9,300,000 shares of common stock to certain accredited investors for an aggregate purchase price of $1,395,000. In connection therewith, we also issued two year warrants to purchase an aggregate of 4,650,000 shares of our common stock at a purchase price of $0.40 per share.

On March 19, 2010, we issued to our then Chairman, Randall Reneau, an aggregate of 350,000 restricted shares of our common stock and options to purchase 750,000 shares of our common stock at an exercise price of $0.15 per share, which shall vest 150,000 shares every six months over a thirty month vesting period.

On April 26, 2010, we granted 200,000 shares of our common stock to NPX Metals, Inc. as partial consideration for the purchase of certain mining claims.

On July 15, 2010, the Company executed an investor relations agreement, pursuant to which it is required to issue 2,000,000 shares of common stock to the consultant in consideration for certain investor relations services. The shares were issued in October of 2010. This transaction did not involve any underwriters, underwriting discounts or commissions, or any public offering and we believe was exempt from the registration requirements of the Securities Act of 1933 by virtue of Section 4(2) thereof and/or Regulation D promulgated thereunder.

On September 1, 2010, the Company entered into consulting agreements with four consultants whereby the Company agreed to issue an aggregate of 800,000 shares of its common stock (200,000 shares per consultant) in consideration for certain services related to business development, financial management and communications. This transaction did not involve any underwriters, underwriting discounts or commissions, or any public offering and we believe was exempt from the registration requirements of the Securities Act of 1933 by virtue of Section 4(2) thereof and/or Regulation D promulgated thereunder.20

On October 6, 2010, the Company entered into an agreement with its newly appointed director, Bill Allred, whereby, in consideration for Mr. Allred’s services as an independent director of the Company, the Company agreed to issue an aggregate of 150,000 stock options with an exercise price of $0.25 per share, which shall vest 30,000 shares every six months for a total vesting period of thirty (30) months.

On October 15, 2010, the Company accepted subscriptions for and issued secured convertible promissory notes (the “Bridge Notes”) in the aggregate principal amount of $50,000. The Bridge Notes mature on the sixth month anniversary of the date of issuance (the “Maturity Date”) and accrue interest at an annual rate of ten percent (10%). In connection with the issuance of the Bridge Notes, the Company granted 25,000 shares of its common stock to each recipient of $50,000 Bridge Notes. The Bridge Notes are payable in full on the Maturity Date unless previously converted into shares of the Company’s common stock at an initial conversion price of $1.00 per share, as may be adjusted. Additionally, the holders of the Bridge Notes shall have the right to convert the principal and any interest due under the Bridge Notes, on a dollar-for-dollar basis, into the shares of the Company issued and sold to investors in a Qualified Financing (as that term is defined in the Bridge Notes), at a conversion price equal to that purchase price per share of the Qualified Financing securities paid by the investors in such financing.

The above transactions did not involve any underwriters, underwriting discounts or commissions, or any public offering. The issuance of these securities was deemed to be exempt from the registration requirements of the Securities Act of 1933 by virtue of Section 4(2) thereof, as a transaction by an issuer not involving a public offering.

On December 3, 2010, the Company accepted subscriptions for and issued Bridge Notes in the aggregate principal amount of $50,000 on the same terms as described above. In connection with the issuance of the Bridge Notes, the Company granted 25,000 shares of its common stock to each recipient of $50,000 Bridge Notes.

17On December 28, 2010, we issued 600,000 shares of our common stock in consideration for consulting services pursuant to an amended consulting agreement between the Company and Marinex Media, Inc. On June 14, 2011, we appointed to the board of directors Jonathan Braun, who is the President of Marinex Media, Inc.

~~Between~~On ~~December 3, 2010 and~~ March 417, 2011, the Company ~~sold~~issued an aggregate of 363,~~140~~700,~~763~~000 ofshares ~~units consisting~~ of ~~one~~restricted ~~share of the Company’s~~ common stock, ~~and~~subject ~~one five year warrant~~ to ~~purchase~~a ~~one~~24-month ~~additional~~lockup ~~share~~in ofconsideration ~~common stock at an exercise price of $0.50 per share~~ for amembership ~~per~~interests ~~unit price~~ of ~~$0.50~~Secure ~~for~~Energy ~~aggregate gross proceeds of $18,070,381~~LLC.

~~The~~On ~~Units~~April ~~were~~8, ~~all~~2011, ~~sold~~we ~~and/or~~ issued ~~only~~an toaggregate ~~“accredited~~of ~~investors~~750,”000 asshares ~~such term is defined in the Securities Act~~ of ~~1933,~~our ascommon ~~amended~~stock ~~(the~~to ~~“Securities~~Geneva ~~Act”)~~Asset orInvestment ~~pursuant to Regulation~~ S.A. ~~promulgated under the Securities Act, were not registered under the Securities Act or the securities laws of any state, and were offered and sold~~ in ~~reliance~~consideration onfor ~~the~~services ~~exemption~~pursuant ~~from~~to ~~registration~~a ~~afforded~~consulting ~~by Section 4(2) and Regulation D (Rule 506) or Rule 903 of Regulation S, under the Securities Act and corresponding provisions of state securities laws~~agreement.

OnThe ~~March~~above ~~17,~~transactions ~~2011,~~did ~~the~~not ~~Company~~involve ~~issued~~any ~~an aggregate of 3~~underwriters,~~700,000~~ ~~shares~~underwriting ofdiscounts ~~restricted~~or ~~common stock~~commissions, ~~subject~~or toany apublic ~~24-month~~offering. ~~lockup~~The inissuance ~~consideration for membership interests~~ of ~~Secure~~these ~~Energy~~securities ~~LLC. The~~was ~~shares~~deemed ~~were all sold and/or issued only~~ to ~~“accredited~~be ~~investors,”~~exempt asfrom ~~such~~the ~~term~~registration isrequirements ~~defined~~of in the Securities Act of 1933, asby ~~amended~~virtue ~~(the “Securities Act”), were not registered under the Securities Act or the securities laws~~ of ~~any state, and were offered and sold in reliance on the exemption from registration afforded by~~ Section 4(2) ~~and~~thereof, ~~Regulation~~as Da ~~(Rule~~transaction ~~506)~~by ~~and~~an ~~corresponding~~issuer ~~provisions~~not ofinvolving ~~state~~a ~~securities~~public ~~laws~~offering.

On April 8, 2011, we issued an aggregate of 750,000 shares of our common stock to Geneva Asset Investment S.A. in consideration for services pursuant to a consulting agreement. The issuance of these securities was deemed to be exempt from the registration requirements of the Securities Act of 1933 by virtue of Section 4(2) thereof, as a transaction by an issuer not involving a public offering.

On December 28, 2010, we issued 600,000 shares of our common stock in consideration for consulting services pursuant to an amended consulting agreement between the Company and Marinex Media, Inc. On June 14, 2011, we appointed to the board of directors Jonathan Braun, who is the President of Marinex Media, Inc. The issuance of these securities was deemed to be exempt from the registration requirements of the Securities Act of 1933 by virtue of Section 4(2) thereof, as a transaction by an issuer not involving a public offering.

Sales by Green Energy Fields, Inc.

On November 30, 2009, Green Energy issued 2,000,000 shares of its common stock to NPX Metals, Inc. as payment for certain mining assets.

On November 30, 2009, Green Energy issued 26,788,252 shares of its common stock to certain investors for a per share purchase price of $0.0001.

We believe that the offer and sale of the securities referenced in this section were exempt from registration under the Securities Act by virtue of Section 4(2) of the Securities Act and/or Regulation D promulgated thereunder as transactions not involving any public offering. All of the purchasers of unregistered securities for which we relied on Section 4(2) and/or Regulation D represented that they were accredited investors as defined under the Securities Act, except for up to 35 non-accredited investors. The purchasers in each case represented that they intended to acquire the securities for investment only and not with a view to the distribution thereof and that they either received adequate information about the registrant or had access, through employment or other relationships, to such information; appropriate legends were affixed to the stock certificates issued in such transactions; and offers and sales of these securities were made without general solicitation or advertising.

Private Placement of Units

On December 3, 2010, we sold an aggregate of $100,000 worth of units consisting of one share of the Company’s common stock and one five year warrant to purchase one additional share of common stock at an exercise price of $0.50 per share for a per unit price of $0.50.

On December 29, 2010, we entered into subscription agreements with certain investors whereby it sold an aggregate of 4,000,000 units for an aggregate purchase price of $2,000,000. In addition, in accordance with the terms of certain Bridge Notes issued to certain investors on October 15, 2010 and December 3, 2010, in the event the Company closed an equity investment in which the Company receives gross proceeds of at least $1,250,000, the holder will have the option to convert all or a portion of the outstanding principal of and accrued interest on such Bridge Note, on a dollar-for-dollar basis, into the qualified financing. The Private Placement qualifies as a qualified financing and each holder of bridge notes was entitled to exchange the outstanding principal and interest amount of its Bridge Notes for Units sold in the Offering. Bridge notes in the aggregate principal amount of $50,000 (plus $416.50 in accrued interest) converted into 100,833 units in the Offering on December 29, 2010.

On February 18, 2011 we entered into subscription agreements with certain investors whereby we sold an aggregate of 12,159,950 units for an aggregate purchase price of $6,079,975.

On February 28, 2011, we entered into subscription agreements with certain investors whereby we sold an aggregate of 7,990,000 units for an aggregate purchase price of $3,995,000.

On March 4, 2011, we entered into subscription agreements with certain investors whereby we sold an aggregate of 11,689,980 units for an aggregate purchase price of $5,844,990

In connection with the foregoing, we issued warrants to the placement agents to purchase an aggregate of 7,167,986 shares of common stock, with the same terms as the warrants issued to the investors

The Units were all sold and/or issued only to “accredited investors,” as such term is defined in the Securities Act or pursuant to Regulation S promulgated under the Securities Act, were not registered under the Securities Act or the securities laws of any state, and were offered and sold in reliance on the exemption from registration afforded by Section 4(2) and Regulation D (Rule 506) or Rule 903 of Regulation S, under the Securities Act and corresponding provisions of state securities laws.

Sales by Green Energy Fields, Inc.

On November 30, 2009, Green Energy issued 2,000,000 shares of its common stock to NPX Metals, Inc. as payment for certain mining assets.

On November 30, 2009, Green Energy issued 26,788,252 shares of its common stock to certain investors for a per share purchase price of $0.0001.

Item 6. Selected Financial Data.

Not applicable.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

~~RESULTS~~FORWARD OFLOOKING ~~OPERATIONS~~STATEMENTS

~~Our~~The ~~business~~following ~~began~~discussion and analysis should be read in conjunction with our consolidated financial statements and related notes appearing elsewhere in this report on ~~November~~Form 2310-K. In addition to historical information, ~~2009~~this discussion and analysis contains forward-looking statements that involve risks, ~~accordingly~~uncertainties, noand ~~comparisons~~assumptions. ~~exist~~Our ~~for~~actual ~~the~~results ~~prior~~may ~~period~~differ materially from those anticipated in these forward-looking statements as a result of certain factors, including but not limited to those set forth under “Risk Factors” contained in Item 1A of this report.

~~We are still in our exploration stage and have generated no revenues to date.~~OVERVIEW

WeContinental ~~incurred~~Resources ~~operating~~Group, ~~expenses of $8~~Inc.,~~014,323~~ ~~for~~formerly ~~the~~American ~~fiscal~~Energy ~~year~~Fields, ~~ended March 31~~Inc., ~~2011~~was incorporated as ~~compared~~Sienna ~~to $297~~Resources,~~382~~ ~~for~~Inc. in the ~~period~~State ~~from~~of ~~November~~Delaware ~~23,~~on ~~2009~~July ~~(inception)~~20, 2007 to ~~March~~engage 31in the acquisition, ~~2010. The~~exploration ~~overall~~and ~~increase~~development of ~~$7,716,941~~natural inresource ~~operating~~properties. On ~~expenses~~December is21, ~~primarily~~2009, ~~attributable~~we tohad ~~the~~filed ~~fact~~an ~~that~~Amended weand ~~have~~Restated noCertificate ~~comparable~~of ~~operating~~Incorporation ~~expenses~~with ~~during~~ the ~~prior~~Secretary ~~period~~of ~~from~~State ~~November~~of ~~23,~~the ~~2009~~State ~~(inception)~~of toDelaware ~~March~~in ~~31,~~order ~~2010~~to aschange weour ~~were~~name into ~~our~~“American ~~early~~Energy ~~stages~~Fields, ofInc.”, change our ~~operations.~~authorized ~~These~~capital ~~expenses~~to ~~primarily~~200,000,000 ~~consisted~~shares of ~~general~~common ~~expenses~~stock, ~~compensation,~~par ~~consulting~~value ~~and~~$0.0001 ~~professional~~per ~~fees~~share, ~~incurred~~and in25,000,000 ~~connection~~shares ~~with~~of ~~the~~preferred ~~day~~stock, topar ~~day~~value ~~operation~~$0.0001 ofper ~~our~~share ~~business~~ and ~~the~~create ~~preparation~~“blank ~~and~~check” ~~filing~~preferred ofstock. ~~our~~On ~~financial~~June ~~disclosure~~28, ~~reports~~2011, ~~with~~ the ~~U.S.~~Company ~~Securities~~changed ~~and~~its ~~Exchange~~name ~~Commission.~~to ~~The~~Continental ~~operating~~Resources ~~expenses~~Group, ~~consisted~~Inc. offrom ~~the~~“American ~~following:~~Energy Fields, Inc.

	Fiscal Year Ended March 31, 2011
Exploration costs	$	224,095
Professional fees		212,889
Advertising and marketing		62,034
Compensation expense and related taxes		585,999
Consulting fees		2,899,079
Impairment of goodwill		3,065,014
Impairment of mining rights		444,200
Rent		50,563
Travel and related expenses		129,346
Other general and administrative		341,104
Total	$	8,014,323

On December 24, 2009, we entered into the Exchange with Green Energy and the shareholders of Green Energy, which caused Green Energy to become our wholly-owned subsidiary. Green Energy was formed on November 23, 2009.

•Our ~~Explorations~~principal ~~costs:~~executive ~~For~~offices ~~the~~are ~~fiscal~~located ~~year~~at ~~ended~~3266 ~~March~~W. ~~31,~~Galveston ~~2011~~Drive, ~~exploration~~Suite ~~costs~~101 ~~were~~Apache ~~$224~~Junction,~~095~~ ~~which~~Arizona ~~includes costs of lease, acquisition, exploration, carrying and retaining unproven mineral lease properties~~95120. ~~The~~Our ~~Company~~telephone ~~has~~number ~~chosen to expense all mineral acquisition and exploration costs as incurred given that it~~ is ~~still in the exploration stage~~480-288-6530. The overall increase of $224,095 in exploration costs is primarily attributable to we have no comparable operating expenses during the prior period from November 23, 2009 (inception) to March 31, 2010 as we were in our early stages of our operations.

19On July 22, 2011, the Company, Pershing Gold Corporation and Continental Resources Acquisition Sub, Inc., Pershing’s wholly owned subsidiary, entered into an asset purchase agreement pursuant to which Acquisition Sub purchased substantially all of the assets of the Company in consideration for (i) eight (8) shares of Pershing’s common stock for every ten (10) shares of the Company’s common stock then outstanding; (ii) the assumption of the outstanding warrants to purchase shares of the Company’s common stock such that Pershing agreed to deliver to the holders of the Company’s warrants, warrants to purchase eight (8) shares of Pershing’s common stock for every warrant to purchase ten (10) shares of the Company’s common stock at an exercise price equal to such amount as is required pursuant to the terms of the outstanding warrants, and (iii) the assumption of the Company’s 2010 Equity Incentive Plan and all options granted and issued thereunder such that Pershing agreed to deliver to the Company’s option holders, options (the “Options”) to purchase an aggregate of such number of shares of Pershing’s common stock issuable under Pershing’s equity incentive plan equal to one option to purchase eight (8) shares of Pershing’s common stock for every option to purchase ten (10) shares of the Company’s common stock with a strike price equal to such amount as is required pursuant to the terms of the outstanding option. The exercise price of the Warrants and the strike price and Options were to be determined and certified by an officer of Pershing. Upon the closing of the Asset Sale, Acquisition Sub assumed certain liabilities of the Company. The Asset Sale was intended to be tax-free transaction for federal income tax purposes and constituted a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder.

• Professional fees: For the fiscal year ended March 31, 2011, professional fees were $212,889 which includes fees incurred for audits and legal fees related to public company filing requirements. The overall increase in professional fees is primarily attributable to the fact that we have no comparable operating expenses during the prior period from November 23, 2009 (inception) to March 31, 2010 as we were in our early stages of our operations. • Compensation expense and related taxes: Compensation expense includes salaries and stock-based compensation to our employees. For the fiscal year ended March 31, 2011, compensation expense and related taxes were $585,999 which includes the recognition of stock-based compensation expense of $174,850 which is attributable to stock options granted to our officers and employees. The overall increase in compensation is primarily attributable to we have no comparable operating expenses during the prior period from November 23, 2009 (inception) to March 31, 2010 as we were in our early stages of our operations. • Consulting fees: For the fiscal year ended March 31, 2011, we incurred consulting fees of $2,899,079, which were primarily attributable to the issuance of our common stock and stock warrants for services rendered to consultants for investor relations and advisory services of $2,141,206 and stock-based compensation expense of $61,750 which is attributable to stock options granted to consultants. The overall increase in consulting is primarily attributable to the fact that we have no comparable operating expenses during the prior period from November 23, 2009 (inception) to March 31, 2010 as we were in our early stages of our operations. • Rent: For the fiscal year ended March 31, 2011, we incurred rent of $50,563, which were primarily attributable to rental fees of our principal executive offices in Apache Junction, Arizona for approximately $28,000 and a previous office space we rented in California for approximately $22,500. The overall increase in rent is primarily attributable to the fact that we have no comparable operating expenses during the prior period from November 23, 2009 (inception) to March 31, 2010 as we were in our early stages of our operations. • Impairment of mining rights: Impairment of mining rights was $444,200 for the fiscal year ended March 31, 2011. We recognized 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. During the fiscal year ended March 31, 2011, we recorded impairment of mining rights of $444,200. Management has performed an impairment analysis as of March 31, 2011 and determined such cost is not recoverable and exceeds fair value. In addition we have not identified proven and probable reserves in our mineral properties. • Impairment of goodwill: For the fiscal year ended March 31, 2011, we recorded an impairment of goodwill of $3,065,014 associated with the acquisition of Secure Energy. We recognize an impairment loss when the sum of expected undiscounted future cash flows is less than the carrying amount of the asset. Secure Energy has not generated future cash flows and has not generated revenues since its inception, has incurred losses and cash used in operations. Accordingly we deemed the acquired goodwill to be impaired and wrote-off the goodwill on the acquisition date. We have no comparable expense during the prior period from November 23, 2009 (inception) to March 31, 2010. • Other general and administrative expenses: For the fiscal year ended March 31, 2011 other general and administrative expenses were $341,104 which includes postage, general insurance, automobile, office supplies, utilities and office expenses. The overall increase in general and administrative expenses is primarily attributable to we have no comparable operating expenses during the prior period from November 23, 2009 (inception) to March 31, 2010 as we were in our early stages of our operations.

~~Other~~Under ~~Income~~the terms of the Agreement, Pershing purchased from the Company substantially all of the Company’s assets, including, but not limited to, 100% of the outstanding shares of common stock of the Company’s wholly-owned subsidiaries (~~Expenses~~CPX Uranium, Inc., Green Energy Fields, Inc., and ND Energy, Inc.). After giving effect to the foregoing, Pershing issued 76,095,214 shares of its common stock, 41,566,999 of its stock warrants, and 2,248,000 of its stock options following the transaction. Consequently, the issuance of 76,095,214 shares of Pershing’s common stock accounted for approximately 67% of the total issued and outstanding stocks of Pershing as of July 22, 2011 and we became the Parent Company of Pershing. As of December 31, 2011, we hold 53.30% of interest in Pershing. As a result, the consolidated financial statements of the Company include the accounts of the Company and its majority owned subsidiary, Pershing and its subsidiaries, as of December 31, 2011.

~~Total~~Under ~~other (expense) income was ($80,064) for~~ the ~~fiscal~~terms ~~year ended March 31, 2011 and is primarily attributable to interest expense~~ of ~~$8,000 in connection with a note payable assumed from Secure Energy, LLC and amortization of debt discount of $76,000 in connection with~~ the ~~convertible~~Agreement ~~promissory~~Pershing ~~notes.~~acquired:

~~LIQUIDITY~~(i) ~~AND~~state ~~CAPITAL~~leases ~~RESOURCES~~and federal unpatented mining claims and other rights to exploration, as owned as of the date hereof; all stock in subsidiaries, membership, joint venture, partnership and similar interests and claims, all royalty rights and claims, and all deposits, prepayments and refunds; (ii) all contracts;

~~Liquidity~~(iii) isall ~~the~~cash ~~ability of a company to generate funds to support its current~~ and ~~future operations, satisfy its obligations, and otherwise operate on an ongoing basis. At March 31, 2011, we had a~~ cash balance of $14,383,452 and working capital of $17,498,667. We have been funding our operations though the issuance of notes payable and sale of units consisting of shares of our common stock and warrants to purchase shares of our common stock for operating capital purposes. For the fiscal year ended March 31, 2011, we received proceeds from issuance of convertible promissory notes of $100,000 and net proceeds of $16,133,834 from the sales of our securities. Our balance sheet at March 31, 2011 reflects note payable amounting to $50,000, which bears interest at 12% per annum.equivalents;

20(iv) all accounts or notes receivable held by the Company;

~~Our consolidated financial statements from inception~~ (~~November 23, 2009~~v) ~~through~~all ~~the~~books ~~fiscal~~and ~~year~~records, ~~ended March 31~~including, ~~2011~~but ~~reported no revenues which is~~ not ~~sufficient~~limited to ~~fund our operating expenses. At March 31~~, ~~2011we~~books ~~had a cash balance~~ of ~~$14~~account,~~383,452~~ ~~and~~ledgers ~~a working capital of $17,498,667. During the fiscal year ended March 31, 2011, we received proceeds of $100,000 from issuance of convertible promissory notes~~ and ~~net proceeds of $16~~general,~~133,834~~ ~~from~~financial ~~the sales of units consisting of shares of our common stock~~ and ~~warrants~~accounting ~~to purchase shares of our common stock which we expect to utilize to fund certain of our operating expenses~~records, ~~pay~~price ~~our obligations~~lists, ~~and~~distribution ~~grow our Company. We estimate that based on current plans and assumptions~~lists, ~~that~~supplier ~~our available cash will be sufficient to satisfy our cash requirements under our present operating expectations~~lists, ~~without~~sales ~~further~~material financing, for up to 12 months. Other than our current working capital, we presently have no other alternative source of working capital. We do not have revenues to support our daily operations. We have raised significant additional capital to fund our future operating expenses, pay our obligations, and grow our Company. We do not anticipate we will be profitable in 2011. We have met our liquidity and capital requirements for up to 12 months primarily through the private placement of equity securities that occurred between December 2010 and March 2011.records;

~~Operating~~(vi) ~~activities~~all furniture, fixtures, equipment, machinery, tools, office equipment, supplies, computers and other tangible personal property;

~~Net~~(vii) ~~cash~~all ~~flows used in operating activities for the for the fiscal year ended March 31~~rights, ~~2011~~claims ~~amounted to $2,599,149~~ and ~~was~~causes ~~primarily~~of ~~attributable~~action toagainst ~~our~~third ~~net~~parties ~~loss~~resulting offrom ~~$7,346,928,~~or ~~offset~~relating byto ~~depreciation~~the ofoperation ~~$6,938, impairment~~ of ~~mining~~the ~~claims~~Company’s ofbusiness ~~$444,200,~~and ~~amortization~~the ofassets ~~debt~~purchased ~~discount~~under ofthe ~~$76,000,~~Agreement ~~amortization~~prior ofto ~~prepaid~~the ~~services~~date of ~~$741~~closing,~~206,~~ ~~common~~including ~~stock~~without ~~issued for services of $1~~limitation,~~400,000~~ ~~and~~any ~~stock-based compensation of $236~~rights,~~600~~ claims and ~~add-back~~causes of ~~total~~actions ~~changes~~arising inunder ~~assets~~warranties ~~and~~from ~~liabilities of $474~~vendors,~~720~~ ~~and~~patent ~~non-controlling~~or ~~interest~~trademark ofinfringement ~~$747~~claims,~~459.~~ ~~This~~insurance ~~change in assets~~ and ~~liabilities~~other isthird ~~primarily~~parties ~~attributable~~and tothe anproceeds ~~increase~~thereof; ~~in prepaid expenses of $537,470.~~and

~~Investing~~(viii) ~~activities~~all Intellectual Property, goodwill associated therewith, licenses and sublicenses granted and obtained with respect thereto, and rights thereunder, remedies against past, present, and future infringements thereof, and rights to protection of past, present, and future interests therein under the laws of all jurisdictions

~~Net~~A ~~cash~~majority ~~used~~of the stockholders of the Company approved the Agreement by written consent on or about July 21, 2011. There can be no assurance that the transaction will be tax free to any particular stockholder or the ability or timing of receipt of all approvals necessary to liquidate. The Agreement constitutes a plan of reorganization within the meaning of Treasury Regulations Section 1.368-2(g) and constitutes a plan of liquidation of the Company. The Company is expected to liquidate on or prior to July 1, 2012. Pershing has agreed to file a registration statement under the Securities Act in ~~investing~~connection ~~activities~~with liquidation of the Company no later than thirty (30) days following the later of the closing date of the Asset Sale or such date that the Company delivers to Pershing its audited financial statements for the fiscal year ended March 31, 2011. ~~was~~The ~~$163,625~~Company ~~and~~will ~~represented~~subsequently andistribute ~~acquisition~~the registered Shares to its shareholders as part of ~~mining~~its ~~rights~~liquidation. Pershing agreed to use its best efforts to cause such registration to be declared effective within twelve months following the closing date of ~~$65,000,~~the ~~acquisition~~Asset Sale. Pershing has agreed to pay liquidated damages of ~~Secure~~1% ~~Energy~~per ~~LLC~~month, up to a maximum of ~~$59~~5%,~~959~~ ~~and~~in the ~~purchase~~event ofthat ~~property~~Pershing ~~and~~fails ~~equipment~~to offile ~~$38,666~~or is unable to cause the registration statement to be declared effective.

~~Financing~~On ~~activities~~August 30, 2011, the Company, through Pershing’s wholly owned subsidiary, Gold Acquisition Corp. (“Gold Acquisition”) acquired the Relief Canyon Mine (“Relief Canyon”) located in Pershing County, near Lovelock, Nevada, for an aggregate purchase price consisting of: (i) $12,000,000 cash and (ii) $8,000,000 of senior secured convertible promissory notes issued to Platinum Long Term Growth LLC and Lakewood Group LLC.

Net cash flows provided by financing activities was $16,183,834 for the fiscal year ended March 31, 2011. We received net proceeds from the issuance of convertible promissory notes and sale of units consisting of shares of our common stock and warrants to purchase shares of our common stock of $100,000 and $16,133,834, respectively, offset by repayment of convertible promissory note of $50,000.23

On January 26, 2012, Pershing entered into an Option Agreement (the “Option Agreement”) with American Strategic Minerals Corporation, a Colorado corporation (“Amicor”), pursuant to which Amicor obtained the option to acquire certain uranium exploration rights and properties held by us (the “Uranium Properties”). In consideration for issuance of the option, Amicor issued to Pershing (i) a $1,000,000 promissory note payable in installments upon satisfaction of certain conditions (the “Note”), expiring six months following issuance and (ii) 10,000,000 shares of Amicor’s Common Stock (collectively, the “Option Consideration”). Pursuant to the terms of the Note, upon the closing of a private placement in which Amicor receives gross proceeds of at least $5,000,000 (within six months of the closing of the Option Agreement), then Amicor shall repay $500,000 under the Note. Additionally, upon the closing of a private placement in which Amicor receives gross proceeds of at least an additional $1,000,000 (within six months of the closing of the Option Agreement), Amicor shall pay the outstanding balance under the Note. The Note does not bear interest. The option is exercisable for a period of 90 days following the closing of the Option Agreement, in whole or in part, at an exercise price of Ten Dollars ($10.00) for any or all of the Uranium Properties. In the event Amicor does not exercise the option, Pershing will retain all of the Option Consideration.

On April 6, 2012, we acquired rights to approximately 13,300 acres of unpatented mining claims and private lands adjacent to the Relief Canyon Mine property from Victoria Gold Corporation. We refer to these properties as the Relief Canyon Expansion properties. Approximately 9,600 acres of the Relief Canyon Expansion properties are held under leases and subleases with Newmont USA Ltd., which we refer to as the Newmont Leased properties. Victoria Gold has reserved a 2% net smelter return royalty from the production on the 3,800 acres of 283 unpatented mining claims that it owned directly. The purchase price for the Relief Canyon Expansion properties is: (i) $2.0 million in cash, (ii) 10 million shares of our common stock, (iii) warrants to purchase five million shares of our common stock at $0.60 per share, exercisable at any time on or prior to April 6, 2014, and (iv) the 2% net smelter return royalty.

The following is a description of our majority owned subsidiary:

Pershing Gold Corporation

Pershing Gold Corporation, formerly Sagebrush Gold Ltd., formerly The Empire Sports & Entertainment Holdings Co., formerly Excel Global, Inc. (the “Shell”), was incorporated under the laws of the State of Nevada on August 2, 2007. Pershing is an exploration stage gold and minerals exploration company focused on searching for gold and other mineral resources and seeking out potentially significant exploration and development targets. As of December 31, 2011, we held a 53.30% interest in Pershing.

The following is a description of Pershing’s wholly-owned and majority owned subsidiaries:

Arttor Gold, LLC

Through Pershing’s subsidiary Arttor Gold, LLC (“Arttor Gold”), a Nevada limited liability company, we have the rights to explore on two Carlin-type gold properties located in Lander County, Nevada, known as Red Rock and North Battle Mountain. The exploration rights to these properties are evidenced by leases between Arttor Gold and Arthur Leger, Pershing's former chief geologist, who acquired the rights to these properties from the Federal Bureau of Land Management by staking claims.

Noble Effort Gold, LLC

Pershing’s wholly-owned subsidiary, Noble Effort Gold, LLC, a Nevada corporation, was formed in June 2011 to explore potential acquisitions of natural resources properties suitable for exploration and development.

Gold Acquisition Corp.

Through Pershing’s subsidiary Gold Acquisition Corp. (“Gold Acquistion”), a Nevada corporation, we own and operate mining and mill-style claims known as Relief Canyon Mine (“Relief Canyon”), a gold mining project located in Pershing County, Nevada. Relief Canyon is subject to a continuing royalty payment equal to 2% of “Net Smelter Returns” (the difference between Gross Proceeds and Expenses) payable to Battle Mountain Gold Exploration LLC.

Continental Resources Acquisition Sub, Inc.

Pershing’s wholly-owned subsidiary, Continental Resources Acquisition Sub, Inc., a Florida corporation, was formed in July 2011 to purchase substantially all of our assets, which assets included 100% of the outstanding shares of common stock of Green Energy Fields, Inc. and ND Energy Inc.

Green Energy Fields, Inc.

Green Energy Fields, Inc. was incorporated under the laws of the State of Nevada on November 23, 2009. Green Energy and its subsidiaries, own state leases and federal unpatented mining claims in the states of California and Arizona for the purpose of exploration and potential development of uranium minerals. The properties upon which the federal unpatented mining claims are located do not currently have any reserves and the activities proposed and undertaken therein are exploratory in nature. Green Energy’s subsidiaries consist of:

	CPX Uranium, Inc., a wholly-owned subsidiary and a company organized under the laws of the state of Nevada.

	Secure Energy, LLC, a majority-owned subsidiary (51.35% owned ) and a company organized under the laws of the state of North Dakota.

ND Energy, Inc.

ND Energy, Inc. was incorporated under the laws of the State of Delaware on March 16, 2011. ND Energy and its majority owned subsidiary have the right to conduct exploration for and to mine uranium, thorium, vanadium, other fissionable source materials, and all other mineral substances located in the state of North Dakota. The property upon which we have the rights to conduct exploration does not currently have any reserves and the activities proposed and undertaken therein are exploratory in nature. ND Energy’s majority owned subsidiary consist of:

	Secure Energy, LLC, a majority-owned subsidiary (24.32% owned ) and a company organized under the laws of the state of North Dakota.

Critical Accounting Policies and Estimates

The discussion and analysis of our financial condition and results of operations are based upon our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On an on-going basis, we evaluate our estimates based 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. Significant estimates made by management include, but are not limited to, the useful life of property and equipment, the fair values of certain promotional contracts and the assumptions used to calculate fair value of options granted and common stock issued for services.

Management believes the following critical accounting policies affect the significant judgments and estimates used in the preparation of the financial statements.

Principles of Consolidation

The consolidated ~~condensed~~ financial statements are prepared in accordance with generally accepted accounting principles in the United States of America and present the financial statements of the Company, ~~our wholly-owned subsidiaries~~ and a majority owned subsidiary. All significant intercompany transactions and balances have been eliminated in consolidation.

Use of Estimates

The preparation of financial statements in conformity with 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. On an on-going basis, the Company evaluates its estimates, including, but not limited to, those related to investment tax credits, bad debts, income taxes and contingencies. The Company 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 value of assets and liabilities that are not readily apparent from other sources. Actual results could differ from those estimates. Significant estimates made by management include, but are not limited to, the useful life of property and equipment, the assumptions used to calculate stock-based compensation, derivative liability, and debt discount, capitalized mineral rights, asset valuations, and common stock issued for services.

Stock-Based Compensation

Stock-based compensation 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 director services received in exchange for an award of equity instruments over the period the employee or director is required to perform the services in exchange for the award (presumptively, the vesting period). The ASC ~~718~~ 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. Pursuant to ASC Topic 505-50, for share-based payments to consultants and other third-parties, compensation expense is determined at the “measurement date.” The expense is recognized over the vesting period of the award. Until the measurement date is reached, the total amount of compensation expense remains uncertain. We record compensation expense based on the fair value of the award at the reporting date. The awards to consultants and other third-parties are then revalued, or the total compensation is recalculated based on the then current fair value, at each subsequent reporting date.

Pursuant to ASC Topic 505-50, for share-based payments to consultants and other third-parties, compensation expense is determined at the “measurement date.” The expense is recognized over the vesting period of the award. Until the measurement date is reached, the total amount of compensation expense remains uncertain. The Company initially records compensation expense based on the fair value of the award at the reporting date.

Property and Equipment

Property and equipment are carried at cost. The cost of repairs and maintenance is expensed as incurred; major replacements and improvements are capitalized. When assets are retired or disposed of, the cost and accumulated depreciation are removed from the accounts, and any resulting gains or losses are included in income in the year of disposition. Depreciation is calculated on a straight-line basis over the estimated useful life of the assets, generally three to ~~seven~~twenty five years.

Mineral Property Acquisition and Exploration Costs

Costs of lease, ~~acquisition,~~ exploration, carrying and retaining unproven mineral lease properties are expensed as incurred. The Company has chosen to expense all mineral ~~acquisition and~~ exploration costs as incurred given that it is still in the exploration stage. Once the Company has identified proven and probable reserves in its investigation of its properties and upon development of a plan for operating a mine, it would enter the development stage and capitalize future costs until production is established. When a property reaches the production stage, the related capitalized costs will be amortized, using the units-of-production method over the estimated life of the probable-proven reserves. When the Company has capitalized mineral properties, these properties will be periodically assessed for impairment of value and any diminution in value. To date, the Company has not established the commercial feasibility of any exploration prospects; therefore, all costs are being expensed.

ASC 930-805, states that mineral rights consist of the legal right to explore, extract, and retain at least a portion of the benefits from mineral deposits. Mining assets include mineral rights. Acquired mineral rights are considered tangible assets under ASC 805. ASC 805 requires that mineral rights be recognized at fair value as of the acquisition date. As a result, our direct costs to acquire mineral rights are initially capitalized as tangible assets. Mineral rights include costs associated with acquiring patented and unpatented mining claims. If proven and probable reserves are established for the property and it has been determined that a mineral property can be economically developed, costs will be amortized using the units-of-production method over the estimated life of the probable reserve. For mineral rights in which proven and probable reserves have not yet been established, we assess the carrying values for impairment at the end of each reporting period and whenever events or changes in circumstances indicate that the carrying value may not be recoverable.

Long-Lived Assets

We review for impairment whenever events or circumstances indicate that the carrying amount of assets may not be recoverable, pursuant to guidance established in ASC 360-10-35-15, “Impairment or Disposal of Long-Lived Assets”. We recognize 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.

Recent Accounting Pronouncements

In ~~January 2010~~May 2011, the ~~Company~~Financial ~~adopted~~Accounting Standards Board (“FASB”) issued ASU No. ~~2010~~ 2011-0604, “Fair Value Measurement ~~and Disclosures~~ (Topic 820): -Amendments ~~Improving~~to ~~Disclosures~~Achieve ~~about~~Common Fair Value ~~Measurements~~Measurement and Disclosure Requirements in U.S. GAAP and IFRS” (“ASU ~~2010~~No. 2011-0604”). ~~These~~ASU ~~standards~~No. ~~require~~2011-04 ~~new~~provides ~~disclosures~~guidance onwhich ~~the~~is ~~amount~~expected ~~and~~to ~~reason~~result ~~for transfers~~ in ~~and~~common ~~out~~fair ofvalue ~~Level~~measurement 1 and 2disclosure ~~fair~~requirements ~~value~~between ~~measurements~~U.S. ~~The~~GAAP ~~standards~~and ~~also~~IFRS. ~~require~~It ~~new~~changes ~~disclosures~~the ofwording ~~activities,~~used ~~including~~to ~~purchases,~~describe ~~sales,~~many ~~issuances,~~of ~~and~~the ~~settlements~~requirements ~~within~~in ~~the~~U.S. ~~Level~~GAAP 3for measuring fair value ~~measurements.~~and ~~The~~for ~~standard~~disclosing ~~also~~information ~~clarifies~~about ~~existing~~fair ~~disclosure~~value ~~requirements~~measurements. onIt ~~levels~~is ofnot ~~disaggregation~~intended ~~and~~for ~~disclosures~~this ~~about~~update ~~inputs~~to ~~and~~result ~~valuation~~in ~~techniques.~~a ~~These~~change ~~new~~in ~~disclosures~~the ~~are~~application ~~effective~~of ~~beginning with~~ the ~~first~~requirements ~~interim filing~~ in ~~2010~~Topic 820. The ~~disclosures~~amendments ~~about~~in ~~the~~ASU ~~roll~~No. 2011-~~forward~~04 ofare ~~information~~to inbe ~~Level~~applied 3prospectively. ~~are~~ASU ~~required~~No. 2011-04 ~~for~~is ~~the~~effective ~~Company~~for ~~with~~public ~~its~~companies ~~first~~for interim ~~filing~~and inannual periods beginning after December 15, 2011. ~~The~~Early ~~adoption~~application ofis ~~ASU~~not Nopermitted. ~~2010-06~~This ~~did~~update does not have a material impact on the ~~results~~Company’s ofconsolidated ~~operations and~~ financial ~~condition~~statements.

In ~~February 2010~~June 2011, the FASB issued ASU No. 2011-05, “Comprehensive Income (Topic 220): Presentation of Comprehensive Income” (“ASU No. 2011-05”). In ASU No. 2011-05, an ~~amendment~~entity has the option to present the ~~accounting~~total ~~standards~~of ~~related~~comprehensive toincome, the ~~accounting~~components ~~for~~of net income, and ~~disclosure~~the components of, ~~subsequent~~other ~~events~~comprehensive income either in ana ~~entity’s~~single ~~consolidated~~continuous ~~financial~~statement of comprehensive income or in two separate but consecutive statements. ~~This~~In ~~standard~~both ~~amends~~choices, ~~the~~an ~~authoritative~~entity ~~guidance~~is ~~for~~required ~~subsequent~~to ~~events~~present ~~that~~each ~~was~~component ~~previously~~of ~~issued~~net ~~and~~income ~~among~~along with total net income, each component of other ~~things~~comprehensive ~~exempts~~income ~~Securities~~along with a total for other comprehensive income, and ~~Exchange~~a ~~Commission~~total ~~registrants~~amount ~~from~~for ~~the~~comprehensive ~~requirement~~income. toThe ~~disclose~~amendments ~~the~~in ~~date~~ASU ~~through~~No. 2011-05 ~~which~~do itnot ~~has~~change ~~evaluated~~the ~~subsequent~~items ~~events~~that ~~for~~must ~~either~~be ~~original~~reported in other comprehensive income or ~~restated~~when ~~financial~~an ~~statements.~~item ~~This~~of ~~standard~~other ~~does~~comprehensive ~~not~~income ~~apply~~must be reclassified to ~~subsequent~~net ~~events~~income. orThey ~~transactions~~also ~~that~~do ~~are~~not ~~within~~change the ~~scope~~presentation of ~~other~~related ~~applicable~~tax ~~GAAP~~effects, ~~that~~before ~~provides~~related ~~different~~tax ~~guidance~~effects, onor the ~~accounting~~portrayal ~~treatment~~or ~~for~~calculation ~~subsequent~~of ~~events~~earnings orper ~~transactions~~share. The amendments in ASU No. 2011-05 should be applied retrospectively. The amendment is effective for fiscal years, and interim periods within those years, beginning after December 15, 2011. Early adoption ofis ~~this~~permitted, ~~standard~~because ~~did~~compliance with the amendments is already permitted. The amendments do not require any transition disclosures. This update does not have a material impact on the Company’s consolidated financial statements.

2226

In ~~July~~September ~~2010~~2011, the FASB issued ASU No. ~~2010~~2011-~~20,~~08 ~~Receivables~~– Intangibles – Goodwill and Other (ASC Topic ~~310~~350): ~~Disclosures~~– ~~about~~Testing ~~the~~of ~~Credit~~Goodwill ~~Quality~~for ofImpairment. ~~Financing~~This ~~Receivables~~ASU ~~and~~simplifies ~~the~~how ~~Allowance~~entities ~~for~~test ~~Credit~~goodwill ~~Losses~~for impairment. ~~ASU~~ ~~2010-20~~The ~~requires~~amendments ~~additional~~under ~~disclosures~~this ~~about~~ASU ~~the~~permit ~~credit~~an ~~quality~~entity ofto afirst ~~company’s~~assess ~~loans~~qualitative ~~and~~factors ~~the~~to ~~allowance~~determine ~~for~~whether ~~loan~~it ~~losses~~is ~~held~~more ~~against~~likely ~~those~~than ~~loans. Companies~~not ~~will~~that ~~need~~the tofair ~~disaggregate~~value ~~new~~of ~~and~~a ~~existing~~reporting ~~disclosures~~unit ~~based~~is onless ~~how~~than itits ~~develops~~carrying ~~its~~amount ~~allowance~~as ~~for~~a ~~loan~~basis ~~losses~~for ~~and~~determining ~~how~~whether it ~~manages~~is ~~credit~~necessary ~~exposures~~to perform the two-step goodwill impairment test. ~~Additional~~ ~~disclosure~~The ismore-likely-than-not ~~also~~threshold ~~required~~is ~~about~~defined ~~the~~as ~~credit~~having ~~quality~~a ~~indicators~~likelihood of ~~loans~~more bythan ~~class~~50 atpercent. ~~the~~If ~~end~~an ofentity ~~the~~concludes ~~reporting~~that ~~period,~~it is not more likely than not that the ~~aging~~fair value of ~~past~~a ~~due~~reporting ~~loans,~~unit ~~information~~is ~~about~~less ~~troubled~~than ~~debt~~its ~~restructurings~~carrying amount, ~~and~~it ~~significant~~would ~~purchases~~not ~~and~~be ~~sales~~required ofto ~~loans~~perform ~~during~~ the ~~reporting~~two-step ~~period~~impairment bytest ~~class~~for that reporting unit. ~~The~~ ~~new~~This ~~guidance~~ASU is effective for ~~interim-~~annual and ~~annual~~interim ~~periods~~goodwill impairment tests performed for fiscal years beginning after December 15, ~~2010~~2011. ~~The~~ ~~Company~~This ~~anticipates~~update ~~that~~does ~~adoption of these additional disclosures will~~ not have a material ~~effect~~impact on ~~its~~the ~~financial~~Company’s ~~position~~consolidated orfinancial ~~results of operations~~statements.

On December 31, 2011, the FASB issued ASU No. 2011-11, “Disclosures about Offsetting Assets and Liabilities”, which requires new disclosures about balance sheet offsetting and related arrangements. For derivatives and financial assets and liabilities, the ASU requires disclosure of gross asset and liability amounts, amounts offset on the balance sheet, and amounts subject to the offsetting requirements but not offset on the balance sheet. The ASU is effective for annual reporting periods beginning on or after January 1, 2013. The Company is currently evaluating the impact, if any, that these updates will have on its financial condition, results of operations and cash flows. This update is not expected to have a material impact on the Company’s consolidated financial statements.

Other accounting standards that have been issued or proposed by the FASB that do not require adoption until a future date are not expected to have a material impact on the financial statements upon adoption.

RESULTS OF OPERATIONS

Our business began on November 23, 2009. We are still in our exploration stage and have generated no revenues to date. On December 22, 2011 the Board of Directors of the Company approved the change of the Company’s fiscal year to end on December 31 from March 31. As such the discussion below includes and compares the nine month period ended December 31, 2011 and the fiscal year ended March 31, 2011.

We incurred operating expenses of $14,707,652 for the nine months ended December 31, 2011 as compared to $8,014,323 for the year ended March 31, 2011. The overall increase of $6,693,329 in operating expenses during the nine months ended December 31, 2011, is primarily attributable to the fact that we were in our early stages of our operations during the prior period. These increases are also primarily attributable to operating expenses incurred by our majority owned subsidiary, Pershing, beginning on July 22, 2011. These expenses primarily consisted of general expenses, exploration costs, compensation, consulting and professional fees incurred in connection with the day to day operation of our business and the preparation and filing of our financial disclosure reports with the U.S. Securities and Exchange Commission. The operating expenses consisted of the following:

	For the Nine Months Ended December 31, 2011		For the Year Ended March 31, 2011
Exploration costs	$	2,270,563	$	224,095
Professional fees		771,262		212,889
Advertising and marketing		31,312		62,034
Compensation and related taxes		1,437,538		585,999
Consulting fees		8,631,240		2,899,079
Impairment of goodwill		-		3,065,014
Impairment of mineral rights		15,000		444,200
Rent		18,000		50,563
Travel and related expenses		302,855		129,346
Depreciation		330,465		6,938
Other general and administrative		899,417		334,166
Total	$	14,707,652	$	8,014,323

•

Exploration costs: For the nine months ended December 31, 2011, exploration costs were $2,270,563, an increase of $2,046,468, as compared to $224,095 during the year ended March 31, 2011, which includes costs of lease, exploration, carrying and retaining unproven mineral lease properties. The increase is primarily attributable to exploration costs incurred for the Red Rock Mineral Property, the North Battle Mountain Mineral Prospect, and Relief Canyon Mine by our majority owned subsidiary, Pershing, amounting to $2,251,296 during the nine months ended December 31, 2011. The Company has chosen to expense all mineral exploration costs as incurred given that it is still in the exploration stage.

	•	Professional fees: For the nine months ended December 31, 2011, professional fees were $771,262 which includes fees incurred for audits and legal fees related to public company filing requirements compared to $ 212,889 for the year ended March 31, 2011. The overall increase of $558,373 for the nine months ended December 31, 2011 in professional fees is primarily attributable to an increase in accounting, auditing and legal fees related to public company filing requirements and due to the fact that we were in our early stages of our operations during the prior period. Additionally, we paid management fee of $74,300 during the nine months ended December 31, 2011 to MJI Resource Management Corp. for the purpose of performing management, operations, legal, accounting, and resource location services.

	•	Compensation expense and related taxes: Compensation expense includes salaries and stock-based compensation to our employees. For the nine months ended December 31, 2011, compensation expense and related taxes were $1,437,538 as compared to $585,999 for the year ended March 31, 2011. This includes the recognition of stock-based compensation expense of $922,270 for the nine months ended December 31, 2011which is attributable to stock options granted to our officers and employees. The overall increase in compensation of $851,539 during the nine months period ended is also primarily attributable to the increase in full time employees associated with our majority owned subsidiary, Pershing, and due to the fact that we were in our early stages of our operations during the prior period.

	•	Consulting fees: For the nine months ended December 31, 2011, we incurred consulting fees of $8,631,240 as compared to $2,899,079 for the year ended March 31, 2011. The overall increase in consulting fees of $5,732,161 during the nine months ended December 31, 2011 is also primarily attributable the issuance of our common stock, Pershing’s common stock and stock warrants for services rendered to consultants for investor relations and advisory services valued at $3,995,426 and stock-based compensation expense of $1,635,995 which is attributable to stock options granted to consultants during the nine months ended December 31, 2011.

	•	Rent: For the nine months ended December 31, 2011, we incurred rent of $18,000 as compared to $50,563 during the year ended March 31, 2011, which were primarily attributable to rental fees of our principal executive offices in Apache Junction, Arizona. The decrease in rent expense of $32,563, during the nine months periods, is primarily attributable to a previous office space we rented in California during the year ended March 31, 2011.

	•	Travel and related expenses: Travel expenses increased to $302,855 during the nine months period December 31, 2011, from $129,346 during the year ended March 31, 2011 due to the increase in conference campaign and business development related travel associated with our majority owned subsidiary, Pershing.

	•	Depreciation expense: For the nine months ended December 31, 2011, depreciation expense was $330,465 as compared to $6,938 for the nine months prior period. The overall increase in depreciation expense of $323,527 during the nine months ended December 31, 2011, is primarily attributable due to the increase in depreciation of our property and equipment as a result of the acquisition of the Relief Canyon Mine.

	•	Impairment of mineral rights: Impairment of mineral rights was $15,000 and $444,200 for nine months ended December 31, 2011 and for the fiscal year ended March 31, 2011, respectively. We recognized 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. Management has performed an impairment analysis as of December 31, 2011 and March 31, 2011 and determined such cost is not recoverable and exceeds fair value.

	•	Impairment of goodwill: For the fiscal year ended March 31, 2011, we recorded an impairment of goodwill of $3,065,014 associated with the acquisition of Secure Energy. We recognize an impairment loss when the sum of expected undiscounted future cash flows is less than the carrying amount of the asset. Secure Energy has not generated future cash flows and has not generated revenues since its inception, has incurred losses and cash used in operations. Accordingly we deemed the acquired goodwill to be impaired and wrote-off the goodwill on the acquisition date. We have no comparable expense during the nine months ended December 31, 2011.

•

Other general and administrative expenses: For the nine months ended December 31, 2011 other general and administrative expenses were $899,417, as compared to $334,166 for the year ended March 31, 2011, which includes postage, general insurance, automobile, office supplies, utilities and office expenses. The overall increase in general and administrative expenses of $565,251 during the nine months ended December 31, 2011, is primarily attributable due to an increase bad debt expense of $500,000 and increase in postage, general insurance, automobile, office supplies, utilities and office expenses associated with our majority owned subsidiary, Pershing.

Operating Loss from Continuing Operations

We reported operating loss from continuing operations of $14,707,652 for the nine months ended December 31, 2011, respectively as compared to operating loss from continuing operations of $8,014,323 for the year ended March 31, 2011.

Other Income (Expenses)

Total other expense was $7,775,991 and $80,064 for the nine months ended December 31, 2011 and for the year ended March 31, 2011, respectively. The increase is primarily attributable to:

●	$4,507,561 (net of interest income of $10,484) and $80,064 in interest expense for the nine months ended December 31, 2011 and for the year ended March 31, 2011, respectively. Such increase is primarily attributable to the amortization of debt discounts and deferred financing cost on promissory notes of $3,924,522, interest expense of $230,192 in connection with the conversion of notes payable into Pershing’s common stock and interest on notes payable and convertible promissory notes issued by our majority owned subsidiary, Pershing.
●	$5,198,206 derivative expense and $6,902,806 decrease in fair value of derivative liability for the nine months ended December 31, 2011. We have determined that the terms of the $8 million convertible notes from Platinum and Lakewood include a down-round provision under which the conversion price could be affected by future equity offerings undertaken by us, thus such convertible instrument is accounted for as derivative liability and adjusted to fair value through earnings at each reporting date.
●	$4,799,000 settlement expense for the nine months ended December 31, 2011. On October 3, 2011, the Company, Pershing and each of the holders of the Company’s warrants that exercised their Put Right, entered into an Agreement and Release in which Pershing agreed to issue a total of 5,350,000 of its shares of common stock in exchange for the cancellation of 4,280,000 warrants to purchase shares of Pershing’s common stock (equivalent to warrants to purchase 5,350,000 shares of the Company’s common stock) in connection with the settlement of the Put Rights. We recorded $4,761,500 in settlement expense, which was based on the fair market value of Pershing shares on October 3, 2011. Additionally on December 1, 2011, the Company entered into a settlement agreement with Shannon Briggs pursuant to which Mr. Briggs and the Company agreed to settle all claims and exchange releases. Under the terms of the settlement the Company agreed to: (i) the termination of that certain Lockup Agreement dated as of July 22, 2010 permitting sale of 400,000 shares of the Company’s common stock which were transferred by Mr. Briggs in a privately negotiated transaction; (ii) payment to Mr. Briggs of $37,500; and (iii) assignment of the Company’s right to certain proceeds from future boxing matches. The parties agreed to the discontinuation of all legal proceedings and dismissal of the arbitration commenced by Mr. Briggs.
●	Between November 2011 and December 31, 2011, Pershing sold mining and drilling equipment with a net book value worth $407,369 to third parties for a sales price of $233,339 realizing a loss on sale of assets of $174,030. As of December 31, 2011, $99,908 of the sales proceeds was collected in January 2012.

Discontinued Operations

In September 2011, our majority owned subsidiary, Pershing, decided to discontinue its sports and entertainment business. As a result, Pershing will no longer be engaged in or pursue agreements with artists or athletes for sports and entertainment promotion and events, and will focus its activities exclusively on its new business segment, gold exploration as a junior exploration company. On September 1, 2011, Pershing disposed its Empire Sports & Entertainment Co. (“Empire”) subsidiary pursuant to a Stock Purchase Agreement (the “SPA”) by and between Pershing, Empire and Concert International Inc. (“CII”). Pursuant to the SPA, Pershing agreed to sell to CII its Empire subsidiary, including the 66.67% equity ownership interest in Capital Hoedown Inc., for $500,000 payable on March 31, 2012 pursuant to a Senior Promissory Note issued by CII to Pershing which bears interest at 8% per annum. As a result, on September 1, 2011, Empire and Capital Hoedown are no longer considered a subsidiary of Pershing.

The following table sets forth for the period from July 22, 2011 (Asset purchase agreement date) to December 31, 2011, indicated selected financial data of Pershing's discontinued operations of its sports and entertainment business.

	December 31, 2011
Revenues	$	2,626,301
Cost of sales		4,053,784
Gross profit		(1,427,483	)
Operating and other non-operating expenses		(774,607	)

Loss from discontinued operations	$	(2,202,090	)

Disposal of discontinued operations

On September 1, 2011, Pershing disposed of its Empire subsidiary pursuant to a Stock Purchase Agreement (the “SPA”) by and between Pershing, Empire and CII. Prior to the purchase, CII was the owner of a 33 1/3% minority interest with Empire in Capital Hoedown, Inc., an Ontario corporation, formed to undertake an event held during August 2011. Pursuant to the SPA, Pershing agreed to sell to CII its Empire subsidiary, including the 66.67% equity ownership interest in Capital Hoedown, for $500,000 payable on March 31, 2012 pursuant to a Senior Promissory Note issued by CII to Pershing which bears interest at 8% per annum. As a result, on September 1, 2011, Empire and Capital Hoedown are no longer considered a subsidiary of Pershing

Such disposal is included in loss from discontinued operations during the nine months ended December 31, 2011and is calculated as follows:

Consideration received in connection with the SPA:
Promissory note from CII	$	500,000
Total consideration received		500,000

Add: net liabilities of former subsidiaries on September 1, 2011 assumed by CII		622,528
Gain on disposal of discontinued operations, net of tax		1,122,528
Loss from discontinued operations		(2,202,090)
Total loss from discontinued operations, net of tax	$	(1,079,562)

Net loss

We reported a net loss attributable to Continental Resources Group, Inc. of $15,992,673 for the nine months ended December 31, 2011, as compared to $7,346,928 for the year ended March 31, 2011. We reported net loss attributable to non-controlling interest of $7,570,532 and $747,459 during the nine months ended December 31, 2011 and for the year ended March 31, 2011, respectively.

LIQUIDITY AND CAPITAL RESOURCES

Liquidity is the ability of a company to generate funds to support its current and future operations, satisfy its obligations, and otherwise operate on an ongoing basis. At December 31, 2011, we had a cash balance of $3,695,117 and working capital deficit of $4,508,721. We have been funding our operations though the issuance of notes payable and sale of units consisting of shares of our common stock and warrants to purchase shares of our common stock for operating capital purposes. Our balance sheet at December 31, 2011 reflected convertible notes and notes payable amounting to $9,577,132, which bore interest ranging from 5% to 9% per annum.

Our consolidated financial statements from inception (November 23, 2009) through December 31, 2011 reported no revenues which is not sufficient to fund our operating expenses. At December 31, 2011, we had a cash balance of $3,695,117 and working capital deficit of $4,508,721. We estimate that based on current plans and assumptions, that our available cash will not be sufficient to satisfy our cash requirements under our present operating expectations for 12 months. We presently have no other alternative source of working capital. We do not have revenues to support our daily operations. We have raised significant additional capital to fund our future operating expenses, pay our obligations, and grow our Company. We do not anticipate we will be profitable in 2012. Therefore our future operations will be dependent on our ability to secure additional financing. Financing transactions may include the issuance of equity or debt securities, obtaining credit facilities, or other financing mechanisms. The trading price of our common stock and a downturn in the U.S. equity and debt markets could make it more difficult to obtain financing through the issuance of equity or debt securities. Even if we are able to raise the funds required, it is possible that we could incur unexpected costs and expenses, fail to collect significant amounts owed to us, or experience unexpected cash requirements that would force us to seek alternative financing. Furthermore, if we issue additional equity or debt securities, stockholders may experience additional dilution or the new equity securities may have rights, preferences or privileges senior to those of existing holders of our common stock. The inability to obtain additional capital may restrict our ability to grow and may reduce our ability to continue to conduct business operations. If we are unable to obtain additional financing, we will likely be required to curtail our marketing and development plans and possibly cease our operations.

Operating activities

Net cash flows used in operating activities for the for the nine months ended December 31, 2011 amounted to $5,266,987 and was primarily attributable to our net loss attributable to Continental Resources Group, Inc. of $15,992,673, offset by depreciation of $330,465, amortization of prepaid services of $4,312,975, amortization of debt discount and deferred financing cost of $3,924,522, stock-based compensation of $3,395,765, impairment of mining rights of $15,000, settlement expense of $4,761,500, derivative expense of $5,198,206, non-cash interest expense of $230,192, loss from disposal of assets of $174,030 and add back total changes in assets and liabilities of $3,435,931, decrease in fair value of derivative liability of $6,902,806, gain from disposal of discontinued operations of $1,079,562 and non-controlling interest of $7,869,388. This change in assets and liabilities is primarily attributable to an increase in prepaid expenses of $465,400, accounts payable and accrued liabilities of $540,640, liabilities of discontinued operations of $1,154,318 offset by decrease in assets of discontinued operations of $2,133,178.

Net cash flows used in operating activities for the for the fiscal year ended March 31, 2011 amounted to $2,599,149 and was primarily attributable to our net loss of $7,346,928, offset by depreciation of $6,938, impairment of mining claims of $444,200, amortization of debt discount of $76,000, amortization of prepaid services of $741,206, common stock issued for services of $1,400,000 and stock-based compensation of $236,600 and add-back of total changes in assets and liabilities of $474,720 and non-controlling interest of $747,459. This change in assets and liabilities is primarily attributable to an increase in prepaid expenses of $537,470.

Investing activities

Net cash used in investing activities for the nine months ended December 31, 2011 was $9,547,043 and represented an acquisition of mining rights of $15,000, investment in marketable securities of $100,000, payment of reclamation bond of $1,715,629, cash used in acquisition of Relief Canyon Mine of $12,000,000, and the purchase of property and equipment of $80,280 offset by cash acquired in connection with an asset purchase agreement with Pershing of $4,230,435 and proceeds received from disposal of assets of $133,431.

Net cash used in investing activities for the fiscal year ended March 31, 2011 was $163,625 and represented an acquisition of mineral rights of $65,000, acquisition of Secure Energy LLC of $59,959 and the purchase of property and equipment of $38,666.

Financing activities

Net cash flows provided by financing activities were $4,125,695 for the nine months ended December 31, 2011. We received net proceeds from the issuance of convertible promissory notes of $1,715,604 and net proceeds from sales of Pershing’s common and preferred stock of $6,486,813 offset by payment on note payable of $4,076,500.

Contractual Obligations

We have certain fixed contractual obligations and commitments that include future estimated payments. Changes in our business needs, cancellation provisions, changing interest rates, and other factors may result in actual payments differing from the estimates. We cannot provide certainty regarding the timing and amounts of payments. We have presented below a summary of the most significant assumptions used in our determination of amounts presented in the tables, in order to assist in the review of this information within the context of our consolidated financial position, results of operation, and cash flows.

The following table summarizes our contractual obligations as of ~~March~~December 31, 2011, and the effect these obligations are expected to have on our liquidity and cash flows in future periods:

	Payments Due by Period
	Payments Due By Period
	Total		Less than 1 year		1-3 Years		4-5 Years		5 Years +
Contractual Obligations:
Note payable	$	50,000	$	50,000	$	-	$	-	$	-
Senior convertible notes	$	7,999,778	$	7,999,778	$	-	$	-	$	-
Uranium lease agreements		55,076		-		-		-		55,076
Note payable – related party		561,750		561,750		-		-		-
Total Contractual Obligations	$	105,076	$	50,000	$	-	$	-	$	55,076
Convertible promissory note		1,015,604		1,015,604		-		-		-
Uranium lease agreements		55,076		-		-		-		55,076
Royalty agreement – minimum payments		1, 782,000		42,000		190,000		400,000		1,150,000
Total Contractual Obligations	$	11,414,208	$	9,619,132	$	190,000	$	400,000	$	1,205,076

Uranium Lease Agreements

In connection with the execution of the Membership Interests Sale Agreements of Secure Energy LLC, a majority-owned subsidiary of ND Energy, Inc. and Green Energy, Inc., we acquired the following Uranium lease agreements:

1)	Slope County, North Dakota, Lease 1 and 2

On June 28, 2007, our majority owned subsidiary, Secure Energy, LLC, signed a 20 year mining lease to develop and operate 472.8 acres of uranium mining properties in the Slope County, North Dakota. We prepaid the annual payment of $10 per net acre for eight years amounting to $36,717 at the date of signing. We will pay a production royalty of $0.75 per pound of all uranium sales.

2)	Slope County, North Dakota, Lease 3

On November 23, 2007, our majority owned subsidiary, Secure Energy, LLC signed a 10 year mining lease, with right to extend an additional 10 years to develop and operate 554.24 acres of uranium mining properties in the Slope County, North Dakota. We prepaid the annual payment of $10 per net acre for ten years amounting to $53,775 at the date of signing. We will pay a production royalty of $0.75 per pound of all uranium sales or 5% of net proceeds from the sale of uranium bearing ores.

Royalty agreements

On April 26, 2010, the Company entered into a purchase and royalty agreement with an affiliated company for which our Director, Daniel Bleak is the President. The Company purchased a 100% interest in certain 86 unpatented lode mining claims located in Mohave County, Arizona. The purchase price of these mining claims was $65,000 in cash and 200,000 shares of the Company’s common stock. The Company will pay a 3% net smelter returns royalty on all uranium sales. The Company shall have the right to reduce the royalty from 3% to 0% by paying the aggregate sum of $1,500,000 ($500,000 for each 1%). Such agreement was assumed by Pershing in connection with the asset purchase agreement dated July 22, 2011.

23On May 27, 2011, the Company entered into purchase and sale agreement (the “Agreement”) with Absaroka Stone LLC (“Absaroka”) pursuant to which the Company has agreed to purchase certain unpatented mining claims commonly known as the “Uinta County (Carnotite) Uranium Prospect” located in the Uinta County of Wyoming (the “Property” and the transaction, the “Mining Purchase”). Pursuant to the terms of the Agreement, Absaroka agreed not to stake for its own account any additional mining claims within a fifteen mile radius of the Property. Any additional mining claims to be located within the fifteen (15) mile radius of the Property (the “Claim Body”) shall be located, staked and filed by the Company, at the Company’s expense and held in the Company’s name. In consideration for the purchase of the Property, the Company paid Absaroka $15,000 upon execution of the Agreement. Additionally, the Company agreed to spend a minimum of $200,000 relating to location, maintenance, exploration, development or equipping any one or more of the mining claims that comprise the Claim Body for commercial production within 24 months from the date of the Agreement. If the Company fails to incur a minimum of $200,000 in expenses related to the foregoing within 24 months, the Company shall pay an aggregate sum of $50,000 to Absaroka. Pursuant to the terms of the Agreement, the Company agrees to pay a 1% gross royalty (the “Royalty Payment”) to Absaroka on any revenues derived from the sale of all uranium-vanadium, gold, silver, copper and rare earth ores or concentrates produced from the Claim Body, up to an aggregate of $1,000,000. The Company has the option to eliminate the obligation of the Royalty Payment by paying Absaroka an aggregate payment of $1,000,000. Such agreement was assumed by Pershing in connection with the asset purchase agreement dated July 22, 2011.

Royalty Agreement – F.R.O.G. Consulting LLC

On May 24, 2011, Pershing, through its subsidiary, Arttor Gold, entered into two lease agreements with F.R.O.G. Consulting, LLC, an affiliate of one of the former members of Arttor Gold, for the Red Rock Mineral Property and the North Battle Mountain Mineral Prospect. The leases grant the exclusive right to explore, mine and develop gold, silver, palladium, platinum and other minerals on the properties for a term of ten (10) years and may be renewed in ten (10) year increments. The terms of the Leases may not exceed ninety-nine (99) years. Pershing may terminate these leases at any time.

Pershing is required under the terms of our property lease to make annual lease payments. Pershing is also required to make annual claim maintenance payments to Federal Bureau of Land Management and to the county in which its property is located in order to maintain its rights to explore and, if warranted, to develop its property. If Pershing fails to meet these obligations, it will lose the right to explore for gold on its property.

Until production is achieved, Pershing’s lease payments (deemed “advance minimum royalties”) consist of an initial payment of $5,000 upon signing of each lease, followed by annual payments according to the following schedule for each lease:

Due Date of Advance Minimum Royalty Payment	Amount of Advance Minimum Royalty Payment
1st Anniversary	$	15,000
2nd Anniversary	$	35,000
3rd Anniversary	$	45,000
4th Anniversary	$	80,000
5th Anniversary and annually thereafter during the term of the lease	The greater of $100,000 or the U.S. dollar equivalent of 90 ounces of gold

In the event that Pershing produces gold or other minerals from these leases, Pershing’s lease payments will be the greater of (i) the advance minimum royalty payments according to the table above, or (ii) a production royalty equal to 3% of the gross sales price of any gold, silver, platinum or palladium that we recover and 1% of the gross sales price of any other minerals that Pershing recovers. Pershing has the right to buy down the production royalties on gold, silver, platinum and palladium by payment of $2,000,000 for the first one percent (1%). All advance minimum royalty payments constitute prepayment of production royalties to FROG, on an annual basis. If the total dollar amount of production royalties due within a calendar year exceed the dollar amount of the advance minimum royalty payments due within that year, Pershing may credit all uncredited advance minimum royalty payments made in previous years against fifty percent (50%) of the production royalties due within that year. The Leases also requires Pershing to spend a total of $100,000 on work expenditures on each property for the period from lease signing until December 31, 2012 and $200,000 on work expenditures on each property per year in 2013 and annually thereafter.

Pershing is required to make annual claim maintenance payments to the Bureau of Land Management and to the counties in which its property is located. If Pershing fails to make these payments, it will lose its rights to the property. As of the date of this Report, the annual maintenance payments are approximately $151 per claim, consisting of payments to the Bureau of Land Management and to the counties in which Pershing’s properties are located. Pershing’s property consists of an aggregate of 305 lode claims. The aggregate annual claim maintenance costs are currently approximately $46,000.

On July 15, 2011, Pershing (the “Lessee”) entered into amended and restated lease agreements for the Red Rock Mineral Property and the North Battle Mountain Mineral Prospect by and among Arthur Leger (the “Lessor”) and F.R.O.G. Consulting, LLC (the “Payment Agent”) (collectively the “Parties”) in order to carry out the original intentions of the Parties and to correct the omissions and errors in the original lease, dated May 24, 2011. In the original lease, the Parties intended to identify Arthur Leger as the owner and lessor of the Red Rock Mineral Property and the North Battle Mountain Mineral Prospect and to designate the Payment Agent as the entity responsible for collecting and receiving all payments on behalf of Lessor. Lessor is the sole member of the Payment Agent and owns 100% of the outstanding membership interests of the Payment Agent. All other terms and conditions of the original lease remain in full force and effect. Lessor is the former Chief Geologist of Arttor Gold.

Royalty Agreement – Centerra (U.S.) Inc.

In August 2011, the Company and its subsidiary, Arttor Gold, entered into lease agreements with Centerra (U.S.) Inc. (“Centerra”). The leases grant the exclusive right to explore, mine and develop any and all metals, ores and other minerals on the properties which consist of 24 unpatented minig claims located Lander County, Nevada for a term of ten (10) years and may be renewed in ten (10) year increments The Company may terminate these leases at any time.

The Company is required under the terms of our property lease to make annual lease payments. The Company is also required to make annual claim maintenance payments to Federal Bureau of Land Management and to the county in which its property is located in order to maintain its rights to explore and, if warranted, to develop its property. If the Company fails to meet these obligations, it will lose the right to explore for gold on its property.

Until production is achieved, the Company’s lease payments (deemed “advance minimum royalties”) consist of an initial payment of $13,616 upon signing of the lease, followed by annual payments according to the following schedule for each lease:

Due Date of Advance Minimum Royalty Payment	Amount of Advance Minimum Royalty Payment
1st Anniversary	$	12,000
On or before each of the 2nd and 3rd Anniversary		15,000
On or before each of the 4th and 5th Anniversary		20,000
On or before each of the 6th and 7th Anniversary		25,000
On or before each of the 8th and 9th Anniversary		30,000
10th Anniversary and subsequent anniversaries so long the agreement shall remain in effect		40,000

In the event that the Company produces gold or other minerals from these leases, the Company agrees to pay lessor a production royalty of equal to 4% of net smelter returns for all products extracted, produced and sold from this property after recoupment of the advance minimum royalty payments previously made to lessor pursuant to the payment table above. No production royalty shall be payable on rock, dirt, limestone, or similar materials used by lessee in its operations. The Company has the right to buy down the production royalties by payment of $1,500,000 for the first one percent (1%) on or before completion of a positive feasibility study and another one percent (1%) by making cash payment of $2,500,000 on or before achievement of commercial production. The Leases also requires the Company to spend a total of $100,000 on work expenditures on this property for the period from lease signing until 5th anniversary, $150,000 on work expenditures on this property for the period from the 6th anniversary until 10th anniversary and $200,000 on work expenditures on this property per year on the 11th anniversary and annually thereafter.

The Company is required to make annual claim maintenance payments to the Bureau of Land Management and to the counties in which its property is located. If the Company fails to make these payments, it will lose its rights to the property.

Off-Balance Sheet Arrangements

Since our inception, we have not engaged in any off-balance sheet arrangements, including the use of structured finance, special purpose entities or variable interest entities.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk.

Not applicable.

2434

Item 8. Financial Statements and Supplementary Data.

CONTINENTAL RESOURCES GROUP, INC. AND SUBSIDIARIES

(FORMERLY KNOWN AS AMERICAN ENERGY FIELDS, INC.)

(AN EXPLORATION STAGE COMPANY)

CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2011

CONTINENTAL RESOURCES GROUP, INC. AND SUBSIDIARIES

(FORMERLY KNOWN AS AMERICAN ENERGY FIELDS, INC.)

(AN EXPLORATION STAGE COMPANY)

Index to Consolidated Financial Statements

Report of Independent Registered Public Accounting Firm	F-2
Consolidated Financial Statements:
Consolidated Balance Sheets	F-3
Consolidated Statements of Operations	F-4
Consolidated Statements of Stockholders’ Equity	F-5
Consolidated Statements of Cash Flows	F-6
Notes to Consolidated Financial Statements	F-7 to F-2954

F-1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors

Continental Resources Group, Inc.

~~Apache~~(Exploration ~~Junction,~~Stage AZCompany)

We have audited the accompanying consolidated balance sheets of Continental Resources Group, Inc. (~~formerly known as American Energy Fields, Inc.) (An~~ Exploration Stage Company) and subsidiaries as of ~~March~~December 31, 2011 and ~~2010~~March 31, 2011, and the related consolidated statements of operations, changes in stockholders' equity, and cash flows for the ~~year~~nine months ended ~~March~~December 31, 2011, and ~~for the period from inception (November 23, 2009) to March 31,~~ 2010, and for the period from inception (November 23, 2009) to ~~March~~December 31, 2011. 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 audits.

We conducted our audits in accordance with standards of the Public Company Accounting Oversight Board (United States of America). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. 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 financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Continental Resources Group, Inc. ~~(formerly~~and ~~known~~subsidiaries as ~~American~~of ~~Energy~~December ~~Fields~~31, ~~Inc.)~~2011 and ~~subsidiaries as of~~ March 31, 2011 ~~and 2010~~, and the results of its operations and its cash flows during the exploration stage for the ~~year~~nine months ended ~~March~~December 31, 2011, and for the period from inception (November 23, 2009) to ~~March~~December 31, ~~2010, and for the period from inception (November 23, 2009) to March 31,~~ 2011 in conformity with accounting principles generally accepted in the United States of America.

The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note 1 to the consolidated financial statements, the Company has had no operations and has no established source of revenue. This raises substantial doubt about its ability to continue as a going concern. Management's plan in regard to these matters is also described in Note 1. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ KBL, LLP

New York, New York

~~August~~April 12, ~~2011~~2012

F-2

CONTINENTAL RESOURCES GROUP, INC. AND SUBSIDIARIES
(FORMERLY KNOWN AS AMERICAN ENERGY FIELDS, INC.)
(AN EXPLORATION STAGE COMPANY)
CONSOLIDATED BALANCE SHEETS
	March 31,
	2011			2010
ASSETS
Current assets:
Cash	$	14,383,452		$	962,392
Prepaid expenses - current portion		3,280,863			18,000
Deposit		50,000			-
Total current assets		17,714,315			980,392
Other assets:
Prepaid expenses - long term portion		45,234			-
Property and equipment, net		31,728			-
Mining rights		-			209,200
Total Assets	$	17,791,277		$	1,189,592
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable and accrued liabilities	$	165,648		$	3,058
Note payable		50,000			-
Total liabilities		215,648			3,058
Stockholders' Equity:
Preferred stock, $.0001 par value, 25,000,000 shares
authorized: no shares issued and outstanding		-			-
Common stock, $.0001 par value, 200,000,000 shares
authorized: 93,519,018 issued and outstanding
at March 31, 2011 and 50,528,255 issued and
outstanding at March 31, 2010		9,352			5,053
Additional paid-in capital		24,267,544			1,428,826
Common stock, $.0001 par value, 850,000 shares to
be issued at March 31, 2011 and 350,000 shares to
be issued at March 31, 2010		955,000			49,000
Accumulated deficit		(7,643,273	)		(296,345	)
Total Continental Resources Group, Inc. deficit		17,588,623			1,186,534
Non-controlling interest in subsidiary		(12,994	)		-
Total stockholders' equity		17,575,629			1,186,534
Total liabilities and stockholders' equity	$	17,791,277		$	1,189,592

CONTINENTAL RESOURCES GROUP, INC. AND SUBSIDIARIES

(FORMERLY AMERICAN ENERGY FIELDS, INC.)

(AN EXPLORATION STAGE COMPANY)

CONSOLIDATED BALANCE SHEETS

	December 31,			March 31,
	2011			2011

ASSETS

Current assets:
Cash	$	3,695,117		$	14,383,452
Marketable securities available for sale		100,000			-
Other receivables		113,241			-
Prepaid expenses - current portion		471,237			3,280,863
Deferred financing cost		50,919			-
Deposit - current portion		-			50,000
Assets of discontinued operations - current portion		61,050			-

Total current assets		4,491,564			17,714,315


Other assets:
Prepaid expenses - long term portion		37,759			45,234
Property and equipment, net		8,031,103			31,728
Mineral rights		8,501,071			-
Reclamation bond deposit		4,557,629			-
Deposit - long term portion		51,000			-

Total other assets		21,178,562			76,962

Total Assets	$	25,670,126		$	17,791,277

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
Accounts payable and accrued liabilities	$	987,499		$	165,648
Senior convertible promissory note, net of debt discount		1,066,445			-
Convertible promissory notes, net of debt discount		118,487			-
Note payable, net of debt discount		-			50,000
Note payable - related party, net of debt discount		510,832			-
Derivative liability		6,295,400			-
Liabilities of discontinued operation		21,622			-
Total liabilities		9,000,285			215,648

Stockholders' equity:
Preferred stock, $.0001 par value, 25,000,000 shares
authorized: no shares issued and outstanding		-			-
Common stock, $.0001 par value, 200,000,000 shares
authorized: 95,119,018 issued and outstanding
at December 31, 2011 and 93,519,018 issued and
outstanding at March 31, 2011		9,512			9,352
Additional paid-in capital		35,453,816			24,267,544
Common stock, $.0001 par value, none to
be issued at December 31, 2011 and 850,000 shares to
be issued at March 31, 2011		-			955,000
Accumulated deficit		(26,920,342	)		(7,643,273	)
Total Continental Resources Group, Inc. deficit		8,542,986			17,588,623

Non-controlling interest in subsidiary		8,126,855			(12,994	)
Total stockholders' equity		16,669,841			17,575,629

Total liabilities and stockholders' equity	$	25,670,126		$	17,791,277

See accompanying notes to consolidated financial statements.

F-3

CONTINENTAL RESOURCES GROUP, INC AND SUBSIDIARIES
(FORMERLY KNOWN AS AMERICAN ENERGY FIELDS, INC.)
(AN EXPLORATION STAGE COMPANY)
CONSOLIDATED STATEMENTS OF OPERATIONS
	FOR THE YEAR			PERIOD FROM INCEPTION			PERIOD FROM INCEPTION
	ENDED			NOVEMBER 23, 2009 TO			NOVEMBER 23, 2009 TO
	MARCH 31, 2011			MARCH 31, 2010			MARCH 31, 2011
Revenues	$	-		$	-		$	-
Expenses
Exploration costs		224,095			-			224,095
General and administrative		3,688,077			248,382			3,936,459
Impairment of mining rights		444,200			-			444,200
Impairment of goodwill		3,065,014			-			3,065,014
Depreciation		6,938			-			6,938
Compensation and related taxes		585,999			49,000			634,999
Total operating expenses		8,014,323			297,382			8,311,705
Loss from operations		(8,014,323	)		(297,382	)		(8,311,705	)
Other income (expenses)
Interest expense		(84,423	)		-			(84,423	)
Interest income		4,359			1,037			5,396
Total other income (expenses)		(80,064	)		1,037			(79,027	)
Net loss	$	(8,094,387	)	$	(296,345	)	$	(8,390,732	)
Less: Net loss attributable to non-controlling interest		747,459			-			747,459
Net loss attributable to Continental Resources Group, Inc.	$	(7,346,928	)	$	(296,345	)	$	(7,643,273	)
NET LOSS PER COMMON SHARE:
Basic and Diluted	$	(0.13	)	$	(0.01	)	$	(0.14	)
WEIGHTED AVERAGE COMMON SHARES
OUTSTANDING - Basic and Diluted		56,908,403			43,741,758			54,239,850

CONTINENTAL RESOURCES GROUP, INC AND SUBSIDIARIES

(FORMERLY AMERICAN ENERGY FIELDS, INC.)

(AN EXPLORATION STAGE COMPANY)

CONSOLIDATED STATEMENTS OF OPERATIONS

	FOR THE NINE MONTHS ENDED DECEMBER 31, 2011			FOR THE YEAR ENDED MARCH 31, 2011			PERIOD FROM INCEPTION NOVEMBER 23, 2009 TO DECEMBER 31, 2011

Revenues	$	-		$	-		$	-

Expenses
Exploration costs		2,270,563			224,095			2,494,658
Impairment of mineral rights		15,000			444,200			459,200
Impairment of goodwill		-			3,065,014			3,065,014
Depreciation		330,465			6,938			337,403
Compensation and related taxes		1,437,538			585,999			2,072,537
Professional and consulting		9,402,502			3,111,968			12,301,581
General and administrative		1,251,584			576,109			2,288,964
Total operating expenses		14,707,652			8,014,323			23,019,357

Operating loss from continuing operations		(14,707,652	)		(8,014,323	)		(23,019,357	)

Other income (expenses)
Interest expense, net of interest income		(4,507,561	)		(80,064	)		(4,586,588	)
Derivative expense		(5,198,206	)		-			(5,198,206	)
Change in fair value of derivative liability		6,902,806			-			6,902,806
Loss from disposal of assets		(174,030	)		-			(174,030	)
Settlement expense		(4,799,000	)		-			(4,799,000	)
Total other expenses		(7,775,991	)		(80,064	)		(7,855,018	)

Loss from continuing operations before provision for income taxes		(22,483,643	)		(8,094,387	)		(30,874,375	)

Provision for income taxes		-			-			-

Loss from continuing operations		(22,483,643	)		(8,094,387	)		(30,874,375	)

Discontinued operations:
Gain (loss) from discontinued operations, net of tax		(1,079,562	)		-			(1,079,562	)

Net loss		(23,563,205	)		(8,094,387	)		(31,953,937	)

Less: Net loss attributable to non-controlling interest		7,570,532			747,459			8,317,991

Net loss attributable to Continental Resources Group, Inc.		(15,992,673	)		(7,346,928	)		(23,635,946	)

Subsidiary's deemed preferred stock dividends		(3,284,396	)		-			(3,284,396	)

Net loss available to common stockholders	$	(19,277,069	)	$	(7,346,928	)	$	(26,920,342	)

Loss per common share, basic and diluted:
Loss from continuing operations	$	(0.24	)	$	(0.14	)	$	(0.45	)
Loss from discontinued operations	$	(0.01	)	$	-		$	(0.02	)

WEIGHTED AVERAGE COMMON SHARES
OUTSTANDING - Basic and Diluted		94,971,755			56,908,403			68,822,950

See accompanying notes to consolidated financial statements.

F-4

CONTINENTAL RESOURCES GROUP, INC. AND SUBSIDIARIES
(FORMERLY KNOWN AS AMERICAN ENERGY FIELDS, INC.)
(AN EXPLORATION STAGE COMPANY)
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
PERIOD FROM INCEPTION NOVEMBER 23, 2009 TO MARCH 31, 2011
																		Accumulated
																		Deficit
	Preferred Stock				Common Stock				Common Stock						Additional			During						Total
	$0.0001 Par Value				$0.0001 Par Value				Shares to be issued						Paid-in			Exploration			Non-Controlling			Stockholders'
	Shares		Amount		Shares		Amount		Shares			Amount			Capital			Stage			Interest			Equity
Recapitalization of common shares of Sienna Resources Holdings, Inc. as the acquiree in merger with Company as the acquireron November 23, 2009		-	$	-		12,200,000	$	1,220		-		$	-		$	(1,220	)	$	-		$	-		$	-
Common shares issued on November 30, 2009 to NPX Metals, Inc. for certain mining rights		-		-		2,000,000		200		-			-			-			-			-			200
Common shares issued on November 30, 2009 for cash		-		-		26,788,255		2,679		-			-			-			-			-			2,679
Common stock issued on December 24, 2009 for cash		-		-		9,300,000		930		-			-			1,394,070			-			-			1,395,000
Common stock issued for services rendered		-		-		240,000		24		-			-			35,976			-			-			36,000
Common stock to be issued for directors' compensation		-		-		-		-		350,000			49,000			-			-			-			49,000
Net loss for the period ended March 31, 2010		-		-		-		-		-			-			-			(296,345	)		-			(296,345	)
Balance at March 31, 2010		-		-		50,528,255		5,053		350,000			49,000			1,428,826			(296,345	)		-			1,186,534
Common stock issued for directors' compensation		-		-		350,000		35		(350,000	)		(49,000	)		48,965			-			-			-
Common stock for services		-		-		2,800,000		280		-			-			1,399,720			-			-			1,400,000
Common stock to be issued for prepaid services		-		-		-		-		600,000			744,000			-			-			-			744,000
Common stock issued for cash in private placements with warrants, net of transaction fees		-		-		36,039,930		3,604		-			-			16,130,230			-			-			16,133,834
Common stock issued in connection with the conversion of promissory note and accrued interest into a qualified financing		-		-		100,833		10		-			-			50,406			-			-			50,416
Common stock to be issued in connection with the conversion of promissory notes		-		-		-		-		50,000			41,000			35,000			-			-			76,000
Common stock to be issued for acquisition of mining rights		-		-		-		-		200,000			170,000			-			-			-			170,000
Stock-based compensation in connection with options granted		-		-		-		-		-			-			236,600			-			-			236,600
Stock warrants issued for prepaid services		-		-		-		-		-			-			2,712,632			-			-			2,712,632
Issuance of common stock and preferred stock in connection with the acquisition of a majority of Secure Energy, LLC		-		-		3,700,000		370		-			-			2,225,165			-			734,465			2,960,000
Net loss for the year ended March 31, 2011		-		-		-		-		-			-			-			(7,346,928	)		(747,459	)		(8,094,387	)
Balance at March 31, 2011		-	$	-		93,519,018	$	9,352		850,000		$	955,000		$	24,267,544		$	(7,643,273	)	$	(12,994	)	$	17,575,629

CONTINENTAL RESOURCES GROUP, INC. AND SUBSIDIARIES

(FORMERLY KNOWN AS AMERICAN ENERGY FIELDS, INC.)

(AN EXPLORATION STAGE COMPANY)

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

PERIOD FROM INCEPTION NOVEMBER 23, 2009 TO SEPTEMBER 30, 2011

																		Accumulated
																		Deficit
	Preferred Stock				Common Stock				Common Stock						Additional			During						Total
	$0.0001 Par Value				$0.0001 Par Value				Shares to be issued						Paid-in			Exploration			Non-Controlling			Stockholders'
	Shares		Amount		Shares		Amount		Shares			Amount			Capital			Stage			Interest			Equity
Recapitalization of common shares of Sienna Resources
Holdings, Inc. as the acquiree in merger with Company
as the acquirer on November 23, 2009		-	$	-		12,200,000	$	1,220		-		$	-		$	(1,220	)	$	-		$	-		$	-

Common shares issued on November 30, 2009 to
NPX Metals, Inc. for certain mineral rights		-		-		2,000,000		200		-			-			-			-			-			200

Common shares issued on November 30, 2009 for cash		-		-		26,788,255		2,679		-			-			-			-			-			2,679

Common stock issued on December 24, 2009 for cash		-		-		9,300,000		930		-			-			1,394,070			-			-			1,395,000

Common stock issued for services		-		-		240,000		24		-			-			35,976			-			-			36,000

Common stock to be issued for directors' compensation		-		-		-		-		350,000			49,000			-			-			-			49,000

Net loss for the period ended March 31, 2010		-		-		-		-		-			-			-			(296,345	)		-			(296,345	)

Balance at March 31, 2010		-		-		50,528,255		5,053		350,000			49,000			1,428,826			(296,345	)		-			1,186,534

Common stock issued for directors' compensation		-		-		350,000		35		(350,000	)		(49,000	)		48,965			-			-			-

Common stock issued for services		-		-		2,800,000		280		-			-			1,399,720			-			-			1,400,000

Common stock to be issued for prepaid services		-		-		-		-		600,000			744,000			-			-			-			744,000

Common stock issued for cash in private placements with warrants,
net of transaction fees		-		-		36,039,930		3,604		-			-			16,130,230			-			-			16,133,834

Common stock issued in connection with the conversion
of promissory note and accrued interest into a qualified financing		-		-		100,833		10		-			-			50,406			-			-			50,416

Common stock to be issued in connection with the conversion
of promissory notes		-		-		-		-		50,000			41,000			35,000			-			-			76,000

Common stock to be issued for acquisition of mineral rights		-		-		-		-		200,000			170,000			-			-			-			170,000

Stock-based compensation in connection with options granted		-		-		-		-		-			-			236,600			-			-			236,600

Stock warrants issued for prepaid services		-		-		-		-		-			-			2,712,632			-			-			2,712,632

Issuance of common stock and preferred stock in connection
with the acquisition of a majority of Secure Energy, LLC		-		-		3,700,000		370		-			-			2,225,165			-			734,465			2,960,000

Net loss for the year ended March 31, 2011		-		-		-		-		-			-			-			(7,346,928	)		(747,459	)		(8,094,387	)

Balance at March 31, 2011		-		-		93,519,018		9,352		850,000			955,000			24,267,544			(7,643,273	)		(12,994	)		17,575,629

Common stock issued for prepaid services		-		-		600,000		60		(600,000	)		(744,000	)		743,940			-			-			-

Common stock issued for prepaid services		-		-		750,000		75		-			-			442,425			-			-			442,500

Sale of subsidiary's common stock		-		-		-		-		-			-			3,177,417			-			-			3,177,417

Sale of subsidiary's preferred stock		-		-		-		-		-			-			3,284,396			-			-			3,284,396

Issuance of subsidiary's common stock in connection with the conversion
of a promissory note into a current private placement offered by subsidiary		-		-		-		-		-			-			611,750			-			-			611,750

Issuance of subsidiary's common stock for services		-		-		-		-		-			-			837,500			-			-			837,500

Issuance of subsidiary's common stock in connection with the
conversion of promissory notes		-		-		-		-		-			-			1,007,747			-			-			1,007,747

Issuance of subsidiary's common stock in connection with a
put right and release settlement agreement		-		-		-		-		-			-			4,761,500			-			-			4,761,500

Beneficial conversion feature in connection
with a convertible promissory note		-		-		-		-		-			-			1,715,604			-			-			1,715,604

Subsidiary's preferred stock deemed dividend		-		-		-		-		-			-			3,284,396			(3,284,396	)		-			-

Stock-based compensation in connection with options granted		-		-		-		-		-			-			2,558,265			-			-			2,558,265

Acquisition of Pershing Gold Corporation		-		-		-		-		-			-			(11,449,643	)		-			15,710,381			4,260,738

Common stock issued in connection with the conversion
of promissory notes		-		-		50,000		5		(50,000	)		(41,000	)		40,995			-			-			-

Common stock issued for acquisition of mineral rights		-		-		200,000		20		(200,000	)		(170,000	)		169,980			-			-			-

Net loss for the period		-		-		-		-		-			-			-			(15,992,673	)		(7,570,532	)		(23,563,205	)

Balance at December 31, 2011		-	$	-		95,119,018	$	9,512		-		$	-		$	35,453,816		$	(26,920,342	)	$	8,126,855		$	16,669,841

See accompanying notes to consolidated financial statements.

F-5

CONTINENTAL RESOURCES GROUP, INC. AND SUBSIDIARIES
(FORMERLY KNOWN AS AMERICAN ENERGY FIELDS, INC.)
(AN EXPLORATION STAGE COMPANY)
CONSOLIDATED STATEMENTS OF CASH FLOWS
	FOR THE YEAR			PERIOD FROM INCEPTION			PERIOD FROM INCEPTION
	ENDED			NOVEMBER 23, 2009 TO			NOVEMBER 23, 2009 TO
	MARCH 31, 2011			MARCH 31, 2010			MARCH 31, 2011
Cash flows from operating activities:
Net loss attributable to Continental Resources Group, Inc.	$	(7,346,928	)	$	(296,345	)	$	(7,643,273	)
Adjustments to reconcile net loss attributable to Continental Resources Group, Inc. to net cash used in operating activities:
Depreciation		6,938			-			6,938
Stock based compensation on options granted		236,600						236,600
Amortization of prepaid expense in connection with the issuance of warrants issued for prepaid services		493,206			-			493,206
Amortization of prepaid expense in connection with the issuance of common stock issued for prepaid services		248,000			-			248,000
Consulting fees paid by issuance of common stock		-			36,000			36,000
Common stock issued for directors' compensation		-			49,000			49,000
Impairment of goodwill		3,065,014			-			3,065,014
Non-controlling interest		(747,459	)		-			(747,459	)
Amortization of debt discount		76,000			-			76,000
Common stock issued for services		1,400,000			-			1,400,000
Impairment of mining rights		444,200			-			444,200
Changes in operating assets and liabilities
(Increase) in prepaid expenses - current portion		(537,470	)		(18,000	)		(555,470	)
(Increase) in deposits		(50,000	)		-			(50,000	)
Decrease in prepaid expenses - long term portion		417			-			417
Increase in accounts payable & liabilities		112,333			3,058			115,391
Net cash used in operating activities		(2,599,149	)		(226,287	)		(2,825,436	)
Cash flows from investing activities:
Acquisition of mining rights		(65,000	)		(209,200	)		(274,200	)
Acquisition of Secure Energy LLC (cash portion)		(59,959	)		-			(59,959	)
Purchase of office equipment and vehicle		(38,666	)		-			(38,666	)
Net cash used in investing activities		(163,625	)		(209,200	)		(372,825	)
Cash flows from financing activities:
Proceeds from convertible promissory notes		100,000			-			100,000
Payment of convertible promissory note		(50,000	)		-			(50,000	)
Proceeds from sale of common stock, net of issuance cost		16,133,834			1,397,879			17,531,713
Net cash provided by financing activities		16,183,834			1,397,879			17,581,713
Net increase in cash		13,421,060			962,392			14,383,452
Cash at beginning of year		962,392			-			-
Cash at end of year	$	14,383,452		$	962,392		$	14,383,452
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid for:
Interest	$	2,250		$	-		$	2,250
Income taxes	$	-		$	-		$	-
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:
Beneficial conversion feature and debt discount in connection with the issuance of convertible promissory notes	$	41,000		$	-		$	41,000
Debt discount in connection with the conversion of convertible promissory notes into a qualified financing	$	35,000		$	-		$	35,000
Issuance of common stock for conversion of convertible promissory notes and accrued interest	$	50,416		$	-		$	50,416
Stock warrants issued for prepaid services	$	2,712,632		$	-		$	2,712,632
Issuance of common stock in connection with the acquisition of Secure Energy, LLC	$	2,960,000		$	-		$	2,960,000
Assumption of note payable in connection with the acquisition of Secure Energy, LLC	$	50,000		$	-		$	50,000
Common stock to be issued for prepaid services	$	744,000		$	-		$	744,000
Issuance of common stock for purchase of mining rights	$	170,000		$	-		$	170,000

CONTINENTAL RESOURCES GROUP, INC. AND SUBSIDIARIES

(FORMERLY AMERICAN ENERGY FIELDS, INC.)

(AN EXPLORATION STAGE COMPANY)

CONSOLIDATED STATEMENTS OF CASH FLOWS

	FOR THE NINE MONTHS ENDED DECEMBER 31, 2011			FOR THE YEAR ENDED MARCH 31, 2011			PERIOD FROM INCEPTION NOVEMBER 23, 2009 TO DECEMBER 31, 2011

Cash flows from operating activities:
Net loss attributable to Continental Resources Group, Inc.	$	(15,992,673	)	$	(7,346,928	)	$	(23,635,946	)
Adjustments to reconcile net loss attributable to Continental Resources
Group, Inc. to net cash used in operating activities:
Depreciation		330,465			6,938			337,403
Amortization of prepaid expenses		1,155,049			-			1,155,049
Amortization of prepaid expense in connection
with the issuance of warrants issued for prepaid services		2,219,426			493,206			2,712,632
Amortization of prepaid expense in connection
with the issuance of common stock issued for prepaid services		938,500			248,000			1,186,500
Bad debt expense		500,000			-			500,000
Stock based compensation on options granted		2,558,265			236,600			2,794,865
Consulting fees paid by issuance of common stock		-			-			36,000
Common stock issued for directors' compensation		-			-			49,000
Impairment of goodwill		-			3,065,014			3,065,014
Loss from disposal of assets		174,030			-			174,030
Non-controlling interest		(7,570,532	)		(747,459	)		(8,317,991	)
Amortization of debt discounts and deferred financing cost		3,924,522			76,000			4,000,522
Common stock issued for services		-			1,400,000			1,400,000
Subsidiary's common stock issued for services		837,500			-			837,500
Interest expense in connection with the conversion of
notes payable into subsidiary's common stock		230,192			-			230,192
Settlement expense		4,761,500			-			4,761,500
Gain from disposal of discontinued operations		(1,079,562	)		-			(1,079,562	)
Derivative expense		5,198,206			-			5,198,206
Change in fair value of derivative liability		(6,902,806	)		-			(6,902,806	)
Impairment of mineral rights		15,000			444,200			459,200

Changes in operating assets and liabilities
Other receivable		12,592			-			12,592
Prepaid expenses - current portion		(465,400	)		(537,470	)		(1,020,870	)
Assets of discontinued operations - current portion		2,133,178			-			2,133,178
Deposits - current portion		50,000			(50,000	)		-
Prepaid expenses - long term portion		-			417			417
Assets of discontinued operations - long term portion		10,603			-			10,603
Accounts payable and accrued liabilities		540,640			112,333			656,031
Liabilities of discontinued operation		1,154,318			-			1,154,318

Net cash used in operating activities		(5,266,987	)		(2,599,149	)		(8,092,423	)

Filing Compare · Continental Resources Group, Inc.