ITEM 1. DESCRIPTION OF BUSINESS
GENERAL INFORMATION
We are an exploration stage company with no revenues and a limited operating
history. Our independent auditor has issued an audit opinion which includes a
statement expressing substantial doubt as to our ability to continue as a going
concern.
There is the likelihood of our mineral claim containing little or no economic
mineralization or reserves of silver and other minerals. The Jeannie Mineral
Claim is comprised of 4 contiguous claims totaling 82.6 acres. The property may
be located on the Okanogan County, Washington State, USA. If our claim does not
contain any reserves all funds that we spend on exploration will be lost. Even
if we complete our current exploration program and are successful in identifying
a mineral deposit we will be required to expend substantial funds on further
drilling and engineering studies before we will know if we have a commercially
viable mineral deposit or reserve.
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GLOSSARY OF MINING TERMS
"Argillite" A fine-grained sedimentary rock composed predominately
of hard clay particles
"BCDM" British Columbia Department of Mines
"Carbonate" A salt of carbonic acid
"Chloritic" A salt of chlorous acid
"Clastic" Rocks formed from fragments of pre-existing rock
"Cretaceous" The Cretaceous period is one of the major divisions of
the geologic timescale, reaching from the end of the
Jurassic period, about 146 million years ago to the
beginning of the Paleocene epoch of the Tertiary period
"Eocene" The Eocene epoch (56-34 Ma) is a major division of the
geologic timescale and the second epoch of the
Palaeogene period in the Cenozoic era. The Eocene spans
the time from the end of the Paleocene epoch to the
beginning of the Oligocene epoch.
"Epigenetic" the study of the processes involved in the unfolding
development of an organism
"Felsic Dike" Felsic is a term used in geology to refer to silicate
minerals, magmas, and rocks which are enriched in the
lighter elements such as silica, oxygen, sodium, and
potassium. A dike is an intrusion into a cross-cutting
fissure, meaning a dike cuts across other pre-existing
layers or bodies of rock, this means that a dike is
always younger than the rocks that contain it.
"Fossiliferous" Fossil-containing rock formations and sedimentary layers
"Galena" A lead ore
"Geological mapping" The process of observing and measuring geological
features in a given area and plotting these features, to
scale, onto a map
"Gold" or "Au" A heavy, soft, yellow, ductile, malleable, metallic
element. Gold is a critical element in computer and
communications technologies
"Granodioritic" An intrusive igneous rock similar to granite, but
contains more plagioclase than potassium feldspar
"Hydrothermal" Hydrothermal circulation occurs most often in the
vicinity of sources of heat within the Earth's crust.
This generally occurs near volcanic activity, but can
occur in the deep crust related to the intrusion of
granite
"Marcasite" Sometimes called white iron pyrite, an iron sulfide
(FeS2). Marcasite is often mistakenly confused with
pyrite, but marcasite is lighter and more brittle.
"Mineral claim" A portion of land held either by a prospector or a
mining company, in British Columbia each claim is 500m x
500m (1,640 ft2)
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"MINFILE" A government data base detailing mineral occurrences in
BC
"Ore" A mixture of mineralized rock from which at least one of
the metals can be extracted at a profit
"Precious metal" Any of several metals, including gold and platinum, that
have high economic value - metals that are often used to
make coins or jewelry
"Pyrite" A yellow iron sulphide mineral - sometimes referred to
as "fools gold"
"Quartz" Common rock forming mineral consisting of silicon and
oxygen
"Sandstone" A sedimentary rock composed mainly of sand-size mineral
or rock grains
"Sedimentary rocks" Secondary rocks formed from material derived from other
rocks and laid down underwater.
"Siltstone" A sedimentary rock that is intermediate in grain size
between the coarser sandstone and the finer shale
"Silver" or "Ag" A soft white lustrous transition metal, it has the
highest electrical and thermal conductivity of any metal
and occurs in minerals and in free form.
"Soil sampling" The collecting of samples of soil, usually 2 pounds per
sample, from soil thought to be covering mineralized
rock. The samples are submitted to a laboratory that
will analyze them for mineral content
"Sphalerite" A zinc sulphide mineral; the most common ore mineral of
zinc
"Tertiary" One of the major divisions of the geologic timescale,
from the end of the Cretaceous period about 65 million
years ago to the start of the Quaternary period about
1.6 million years ago.
"Trenching" The digging of long, narrow excavation through soil, or
rock, to expose mineralization
"Tuff" A type of rock consisting of consolidated volcanic ash
ejected from vents during a volcanic eruption
"Vein" A crack in the rock that has been filled by minerals
that have traveled upwards from a deeper source
"Volcanic rocks" Igneous rocks formed from magma that has flowed out or
has been violently ejected from a volcano
"Wacke" A soft, earthy, dark-colored rock or clay derived from
the alteration of basalt.
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"Zinc" or "Zn" A white metallic element
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GENERAL INFORMATION
The one property in the Company's portfolio, on which the net proceeds of the
offering that was completed in April 2007 will be spent, is the For Jeannie
mineral property, comprised of 4 contiguous claims totaling 82.6 acres, located
on the Okanogan County, Washington State, USA.
The claims are motor vehicle accessible from the Town of Oroville, WA by
traveling 7 miles northwest along the Loomis Oroville road on the northside of
the Similkameen River.
The For Jeannie property lies in the interior region of northern Washington
State in the Dry Interior belt. The area experiences about 15" of precipitation
annually of which about 20% may occur as a snow equivalent. The summers can
experience very hot weather while the winters can be cold, but for shorter
periods of time.
Much of this area of the interior plateau, with its open rolling hills, hosts
patches of Ponderosa pine and Douglas fir and groves of aspen in the wetter
areas. The general area still supports an active logging industry. Mining holds
an historical and somewhat contemporary place in the development and economic
well being of the area.
The City of Spokane, Washington which lies 175 miles southeast of the property
offers most of the necessary infrastructure required to base and carry-out an
exploration and mine development program. The Town of Oroville which lies 7
miles to the southeast offers the necessary amenities to carry-out exploration
of the property (accommodations, communications, equipment and supplies).
There is not a plant or any equipment currently located on the property. The
initial exploration phase will be supported by generators. Water required for
exploration and development of the claim is available.
As exploration work is conducted and assessed, a decision would be made as to
its importance and priority. The next phase of work will be determined by the
results from the preceding phase.
The cost of the exploration program is $7,000 for the initial phase of
exploration, $14,000 for the contingent second phase and $40,000 for the
contingent third phase. The fieldwork for Phase 1 of the exploration program was
completed in August 2007.
Because we have only recently commenced our exploration program we cannot
provide a more detailed discussion of our plans if we find a viable store of
minerals on our property, as there is no guarantee that exploitable
mineralization will be found, the quantity or type of minerals if they are found
and the extraction process that will be required. We are also unable to assure
you we will be able to raise the additional funding to proceed with any
subsequent work on the claims if mineralization is found.
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ACQUISITION OF THE MINERAL CLAIM
The For Jeannie Mineral Claim was staked is recorded in the name of Rite Time
Mining, Inc. and is in good standing to September 1, 2008. The fees paid to the
BLM (Bureau of Land Management) were $680.
REQUIREMENTS OR CONDITIONS FOR RETENTION OF TITLE
They claim was recorded with the County and the BLM. In August 2007 we were
required to make a filing that disclosed our intent to do fieldwork and record
it as assessment work with the BLM.
LOCATION, ACCESS, CLIMATE, LOCAL RESOURCES & INFRASTRUCTURE
The claims are motor vehicle accessible from the Town of Oroville, WA by
traveling 7 miles northwest along the Loomis Oroville road on the northside of
the Similkameen River.
The For Jeannie property lies in the interior region of northern Washington
State in the Dry Interior belt. The area experiences about 15" of precipitation
annually of which about 20% may occur as a snow equivalent. The summers can
experience very hot weather while the winters can be cold, but for shorter
periods of time.
Much of this area of the interior plateau, with its open rolling hills, hosts
patches of Ponderosa pine and Douglas fir and groves of aspen in the wetter
areas. The general area still supports an active logging industry. Mining holds
an historical and somewhat contemporary place in the development and economic
well being of the area.
The City of Spokane, Washington which lies 175 miles southeast of the property
offers most of the necessary infrastructure required to base and carry-out an
exploration and mine development program. The Town of Oroville which lies 7
miles to the southeast offers the necessary amenities to carry-out exploration
of the property (accommodations, communications, equipment and supplies).
The claim area ranges in elevation from 2,000' to 2,500' mean sea level. The
physiographic setting of the property can be described as rounded, open range
with pockets of Ponderosa pine and Douglas fir and scattered clusters of aspens
on a gentle southern slope of Mt. Kruger. The area has been superficially
altered both by the erosional and the depositional (drift cover) effects of
glaciations. Thickness of drift cover in the valleys may vary considerably.
Fresh water lakes and small streams are quite abundant in the area.
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[MAP SHOWING THE CLAIM LOCATION]
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HISTORY
The recorded mining history of the general area dates from the 1890's when gold
miners passed through the area, often heading further north. Some placer gold
occurrences were discovered in the area about the same time, but the bulk of the
more significant lode gold and base metal discoveries were made in the late
1930's and early 1940's in the vicinity of the Similkameen River drainage. The
For Jeannie property (formerly the Blanche property) appears to have undergone
its main exploration and development work in 1938 as a gold-silver lode
occurrence. The property underwent testing with two adits, 80' and 100' in
length and two 10' deep shafts. Reported assays of gold and silver were gross
valued at a combined $56/ton at 1938 prices across widths of 42" - 48".
GEOLOGICAL SETTING
REGIONAL GEOLOGY
The regional geological mapping relied upon in this report was obtained from the
compilation map of the geology of the State of Washington, 1961. The general
area is seen to be underlain by northerly trending rock assemblages deposited
during the Paleozoic and Mesozoic eras. The oldest rock units trend northerly
and are often fault bounded on the east and west sides which may account for
these units currently being exposed at the surface and in contact with much
younger rocks. These old faults may have a position of importance in the upward
migration of hydrothermal fluids and accompanying mineralization.
LOCAL GEOLOGY
The local geological mapping was gleaned from a good coverage by government
geological surveys on both sides of the 49th parallel. The three broad rock
assemblages are observed in the area, older metamorphic (changed textures and
rock minerals), the later intrusive igneous rocks and the younger
volcano-sedimentary rocks and their possible accompanying intrusive sources.
PROPERTY GEOLOGY
The geology of the For Jeannie property and close-by areas may be described as
being underlain by the younger Mesozoic age intrusive units of a wide ranging
compositional character and the older Pre-Cambrian metamorphic rocks.
Subsequently structural events that created the necessary receptiveness by
faulting and fracturing of the host rocks to accept the alteration and
mineralization observed in the quartz-welded zones or veins containing the gold.
DEPOSIT TYPE
The deposit types that are found occurring in the area are quartz vein systems
that host many of the lode gold occurrences. Limestone replacement and skarn
zones are not an infrequent type of base and precious metal occurrence in the
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larger area. There is much masking of bedrock and alteration and mineralization
with the generally thinner veneer of glacial debris cover and subsequent soil
development.
Geophysical techniques may be most effective in the covered areas as a follow-up
to prospecting, trenching and sampling of the phase one program.
MINERALIZATION
Our consulting geologist has observed in places within the general area
pyrite-pyrrhotite-chalcopyrite mineralization as mesothermal replacements or
vein-type of occurrences that lie peripheral to the porphyry-type occurrence in
the enclosing and underlying intrusives and the overlying volcanic tuffs
(volcanic skarn). These occurrences were observed in the massive volcanic units
and in medium grain-sized intrusive rock within steeply dipping to vertical
fissure/fault zones with some dissemination in the adjacent wallrock. Alteration
accompanying the pyritization is often observed as
epidote-chlorite-calcite-(sericite)-magnetite, as a propylitic alteration
assemblage.
The mineralization encountered at the For Jeannie mineral claims is reportedly
as gold and silver within a quartz (vein) or larger fracture-welded zone.
COMPETITION
We do not compete directly with anyone for the exploration or removal of
minerals from our property as we hold all interest and rights to the claim.
Readily available commodities markets exist in the U.S. and around the world for
the sale of gold, silver and other minerals. Therefore, we will likely be able
to sell any gold, silver or other minerals that we are able to recover.
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 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 do so.
BANKRUPTCY OR SIMILAR PROCEEDINGS
There has been no bankruptcy, receivership or similar proceeding.
REORGANIZATIONS, PURCHASE OR SALE OF ASSETS
There have been no material reclassifications, mergers, consolidations, or
purchase or sale of a significant amount of assets not in the ordinary course of
business.
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COMPLIANCE WITH GOVERNMENT REGULATION
We will be required to comply with all regulations, rules and directives of
governmental authorities and agencies applicable to the exploration of minerals
in the United States generally, and in Washington State specifically. We will
also be subject to the regulations of the Bureau of Land Management.
PATENTS, TRADEMARKS, FRANCHISES, CONCESSIONS, ROYALTY AGREEMENTS, OR LABOR
CONTRACTS
We have no current plans for any registrations such as patents, trademarks,
copyrights, franchises, concessions, royalty agreements or labor contracts. We
will assess the need for any copyright, trademark or patent applications on an
ongoing basis.
NEED FOR GOVERNMENT APPROVAL FOR ITS PRODUCTS OR SERVICES
We are not required to apply for or have any government approval for our
products or services.
RESEARCH AND DEVELOPMENT COSTS DURING THE LAST TWO YEARS
We have not expended funds for research and development costs since inception.
EMPLOYEES AND EMPLOYMENT AGREEMENTS
Our only employee is our sole officer, Linda Farrell. Ms. Farrell currently
devotes 5 hours per week to company matters and after receiving funding she
plans to devote as much time as the board of directors determines is necessary
to manage the affairs of the company. There are no formal employment agreements
between the company and our current employee.
REPORTS TO SECURITIES HOLDERS
We provide an annual report that includes audited financial information to our
shareholders. We will make our financial information equally available to any
interested parties or investors through compliance with the disclosure rules of
Regulation S-B for a small business issuer under the Securities Exchange Act of
1934. We will become subject to disclosure filing requirements once our SB-2
registration statement becomes effective, including filing Form 10K-SB annually
and Form 10Q-SB quarterly. In addition, we will file Form 8K and other proxy and
information statements from time to time as required. We do not intend to
voluntarily file the above reports in the event that our obligation to file such
reports is suspended under the Exchange Act. The public may read and copy any
materials that we file with the Securities and Exchange Commission, ("SEC"), at
the SEC's Public Reference Room at 100 F Street NE, Washington, DC 20549. The
public may obtain information on the operation of the Public Reference Room by
calling the SEC at 1-800-SEC-0330. The SEC maintains an Internet site
(http://www.sec.gov) that contains reports, proxy and information statements,
and other information regarding issuers that file electronically with the SEC.
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RISK FACTORS
WE ARE AN EXPLORATION STAGE COMPANY BUT HAVE ONLY RECENTLY COMMENCED EXPLORATION
ACTIVITIES ON OUR CLAIM. WE EXPECT TO INCUR OPERATING LOSSES FOR THE FORESEEABLE
FUTURE.
We commenced exploration on the Jeannie Mineral Claims in August 2007.
Accordingly, we have no way to evaluate the likelihood that our business
will be successful. We were incorporated on May 2, 2006 and to date have
been involved primarily in organizational activities and the acquisition of
the mineral claim. We have not earned any revenues as of the date of this
prospectus. 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 claim, 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.
WITHOUT ADDITIONAL FUNDING WE WILL BE UNABLE TO IMPLEMENT OUR BUSINESS PLAN.
Our current operating funds are less than necessary to complete the
intended exploration program on our mineral claim. As of November 30, 2007,
we had cash in the amount of $21,499. We currently have limited operations
and we have no income.
OUR INDEPENDENT AUDITOR HAS ISSUED AN AUDIT OPINION FOR RITE TIME MINING, INC.
WHICH INCLUDES A STATEMENT DESCRIBING OUR GOING CONCERN STATUS. OUR FINANCIAL
STATUS CREATES A DOUBT WHETHER WE WILL CONTINUE AS A GOING CONCERN.
As described in Note 6 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.
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BECAUSE MANAGEMENT HAS NO TECHNICAL EXPERIENCE IN MINERAL EXPLORATION, OUR
BUSINESS HAS A HIGHER RISK OF FAILURE.
Our director has no professional training or technical credentials in the
field of geology and specifically in the areas of exploring, developing and
operating a mine. As a result, we may not be able to recognize and take
advantage of potential acquisition and exploration opportunities in the
sector without the aid of qualified geological consultants. Management's
decisions and choices may not take into account standard engineering or
managerial approaches mineral exploration companies commonly use.
Consequently our operations, earnings and ultimate financial success may
suffer irreparable harm as a result.
THERE IS THE RISK THAT OUR PROPERTY DOES NOT CONTAIN ANY KNOWN BODIES OF ORE
RESULTING IN ANY FUNDS SPENT ON EXPLORATION BEING LOST.
There is the likelihood of our mineral claim containing little or no
economic mineralization or reserves of silver or other minerals. We have a
geological report detailing previous exploration in the area, and the claim
has been staked per BLM regulations. However; there is the possibility that
the previous work was not carried out properly and our claim does not
contain any reserves, resulting in any funds spent on exploration being
lost.
IF WE DISCOVER COMMERCIAL RESERVES OF PRECIOUS METALS ON OUR MINERAL PROPERTY,
WE CAN PROVIDE NO ASSURANCE THAT WE WILL BE ABLE 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
claim 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 you may lose any investment you make in this offering.
IF ACCESS TO OUR MINERAL CLAIM IS RESTRICTED BY INCLEMENT WEATHER, WE MAY BE
DELAYED IN OUR EXPLORATION AND ANY FUTURE MINING EFFORTS.
It is possible that snow or rain could cause the mining roads providing
access to our claim to become impassable. If the roads are impassable we
would be delayed in our exploration timetable.
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BASED ON CONSUMER DEMAND, THE GROWTH AND DEMAND FOR ANY ORE WE MAY RECOVER FROM
OUR CLAIMS MAY BE SLOWED, RESULTING IN REDUCED REVENUES TO THE COMPANY.
Our continued success will be dependent on the growth of demand for ore. If
consumer demand slows our revenues may be significantly affected. This
could limit our ability to generate revenues and our financial condition
and operating results may be harmed.
BECAUSE OUR CURRENT OFFICER AND DIRECTOR HAS OTHER BUSINESS INTERESTS, SHE MAY
NOT BE ABLE OR WILLING TO DEVOTE A SUFFICIENT AMOUNT OF TIME TO OUR BUSINESS
OPERATIONS, CAUSING OUR BUSINESS TO FAIL.
Ms. Linda Farrell, our sole officer and director, currently devotes
approximately 5 hours per week providing management services to us. While
she presently possesses adequate time to attend to our interests, it is
possible that the demands on her from other obligations could increase,
with the result that she would no longer be able to devote sufficient time
to the management of our business. This could negatively impact our
business development.