UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-K

Liberty Gold Corp.

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(Exact Name of Registrant as Specified in Its Charter)

2415 East Camelback Road, Suite 700, Phoenix, AZ 85016

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(Address of Principal Executive Offices)

602-553-1190

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(Registrant’s telephone number, including area code)

1065 Dobbs Ferry Road, White Plains, NY 10607

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(Former name, former address and former fiscal year, if changed since last report

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

Securities registered pursuant to Section 12(g) of the Act:  Common Stock, par value $0.0001

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes [  ]   No [X]

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act.

Yes [  ]  No [X]

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.   Yes [X]   No [  ]

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

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (s 229.405) 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.  [  ]

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

Large accelerated filer [  ]  Accelerated filer [  ]  Non-accelerated Filer [  ]  Smaller reporting company [X]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).

Yes [  ]   No [X]

The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant as of March 31, 2012:  $ 68,750,000

The number of shares of the registrant’s common stock outstanding as of July 16, 2012: 88,270,833.

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INDEX TO FORM 10-K ANNUAL REPORT

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FORWARD-LOOKING STATEMENTS

CAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTS There are statements in this report that are not historical facts. These forward-looking statements can be identified by use of terminology such as believe, hope, may, anticipate, should, intend, plan, will, expect, estimate, project, positioned, strategy and similar expressions. You should be aware that these forward-looking statements are subject to risks and uncertainties that are beyond our control. For a discussion of these risks, you should read this entire Report carefully, especially the risks discussed under Risk Factors. Although management believes that the assumptions underlying the forward looking statements included in this Report are reasonable, they do not guarantee our future performance, and actual results could differ from those contemplated by these forward looking statements. The assumptions used for purposes of the forward-looking statements specified in the following information represent estimates of future events and are subject to uncertainty as to possible changes in economic, legislative, industry, and other circumstances. As a result, the identification and interpretation of data and other information and their use in developing and selecting assumptions from and among reasonable alternatives require the exercise of judgment. To the extent that the assumed events do not occur, the outcome may vary substantially from anticipated or projected results, and, accordingly, no opinion is expressed on the achievability of those forward-looking statements. In the light of these risks and uncertainties, there can be no assurance that the results and events contemplated by the forward-looking statements contained in this Report will in fact transpire. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of their dates. We do not undertake any obligation to update or revise any forward-looking statements.

PART I

References to “us”, “we” and “our” in this report refer to Liberty Gold Corp. F/K/A iBos Inc together with any subsidiaries.  We do not presently have any subsidiaries.

ITEM 1.  BUSINESS.

Explanatory Note

Early in the period covered by this report, we entered into a transaction where our three officers sold all of their stock in us to Lynn Harrison, resigned, and we entered the business of gold and mineral exploration.  We filed a current Report on Form 8-K in April 2011 to reflect those changes.  The disclosure below describes both our former and our present business.    

OUR BUSINESS THROUGH THE END OF THE YEAR ENDED MARCH 31, 2011

We were formed as iBOS Inc. as a California Corporation in April 2006 and became and Delaware Corporation in March 2009.  In April 2011, iBos changed its name to Liberty Gold Corp. (‘we”, “us” “our”, “Liberty Gold”, “iBos”)

Prior to April 2011, we performed and provided electronic document indexing, a web-based comprehensive selection of electronic medical claims processing, and collection solutions to the healthcare provider industry. Our sole customer, with whom we had entered into an open-ended non-expiring but terminable service agreement, only utilized document indexing, but we had the ability to perform other services that could have helped doctors, clinics, surgical or hospital based practices, and other healthcare providers and their vendors significantly improve daily insurance claims transaction administration and management as follows:

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iBOS was in operation since April, 2006.  Since our inception, the appropriate people, repeatable business processes, and technology have been put in place with a goal to ensure financial stability and earnings growth.  Our current mission is to provide best-of-industry electronic indexing of paper medical records into a purchased EHR (Electronic health record) product for medical groups and hospitals.  Our past and present revenues have been generated solely by our electronic indexing service.  We were capable of providing, and planned to provide, our additional services in the future when our sole customer or prospective future customers would be ready and willing to hire us for these additional services.  We used a third party vendor that is based in Southern California to perform work for us, the exact name of said vendor is confidential to protect our competitive interest,  This vendor provided our electronic indexing service, however we planned to bring that work in-house when we had necessary funds to reasonably do so.  When a medical group and/or hospital purchases the EHR product all of its present and future medical information is added to the patient health record within our system to streamline patient care, reduce costs and decrease errors in prescriptions given.  Standard practice requires that medical groups and/or hospitals update and retain these electronic charts and records going back 5-7 years depending on the age and medical history of the patient.

BUSINESS SERVICES

Our solutions and services improved a healthcare provider’s ability to electronically index documents, process and manage claims, and streamline office workflow. The burden of medical records in a physician practice is extreme. Overcrowded offices lead to inaccessible charts; whether misplaced, lost, or in use by another staff member. Physician practices continue to seek a solution to reduce or eliminate the increasing volumes of paper within their organizations. The optimal product would eliminate the issues of overcrowded office space and storage facilities as well as the problems associated with paper medical records like lost or misplaced patient charts. Physicians demand a flexible, easy-to-use solution, yet one capable of standardization for consistency and compliance. In short, physician practices need a solution that increases staff efficiency, productivity, and patient satisfaction, all while reducing operational costs.  Following are the services previously provided by us to meet these needs.

Our billing solution provided value added for improved efficiencies. As part of our solution, the billing platform offered collections and appeals services, as well as solutions for the collection of old existing medical claim submissions. Our billing solution was designed to operate in an integrated fashion with the other solutions and services. There are fewer manual and paper functions to be performed in the combined claims management processing/billing solutions process. This can reduce a healthcare provider’s claims related operations. Although we are only provided document indexing to our sole customer, the range of services we could have provided included:

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Document Indexing: electronic indexing of paper medical records to allow for easy access of patient information with a touch of a button

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Billing: focused on managing and optimizing the revenue cycle for healthcare providers

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Collections: specialized in collection of small balance accounts, managed care verification, payments and profit line analysis for hospitals

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Accounting: seamless extension for accounting departments enabling operations to be more efficient

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Consulting: information for best practices on a multitude of practice issues ranging from new practice start-ups to cost containment on overhead expenses

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Record Management: Electronic Medical Record (“EMR”) Services to provide a paperless back-office

Our past and present revenues have been generated solely by our electronic document indexing service, which is currently provided by a third party subcontractor.  We plan to bring this service in house once sufficient capital is raised to purchase the required software and computer equipment.  We can perform, and plan to provide, our additional services in the future and to take on more customers.  We are capable of providing, and plan to provide, our additional services in the future when our sole customer or prospective future customers are ready and willing to hire us for these additional services.  When our company’s capital resources are sufficient to hire additional employees, we shall expand accordingly to increase business operations and revenues.

Consulting Services

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Although we provided solutions that did not require our customer or prospective customers to purchase new hardware or software, healthcare providers can take advantage of customized and premium enhancements through our third party associates, including enhanced billing and collection services. Consulting services are also available to enhance healthcare provider practices or business operations.

Revenue Generation

Our Business During the Year ended March 31, 2011

Backscanning and Electronic Indexing Fees.  Customers would be charged a per page fee to scan paper medical records, and electronically index the documents into the appropriate sections of electronic health records, with a minimum daily fee of $252 for each 24 hour period except holidays and weekends if a certain number of indexed pages are not met.

Potential Business

We planned to provide services and generate revenues from the following:

Examples of other services we could have performed and planned to earn revenue from in the future as we expanded included the following:

Subscription Fees:  Healthcare providers are typically charged a percentage of the value of every claim that we process for administration of claims, including claims remittances through various accounts.

Billing Solution Fees:  Providers are typically charged a percentage of the value of every claim that is collected by our service for collections, appeals and patient letter billing services; occasionally, other payment arrangements are made.

Support Fees:  Healthcare providers and financial institutions are typically charged a one-time setup and training fee.

Customization and Consulting Fees:  Our sole customer or future customers would be charged for any non-standard customer support, consulting and any customization, such as for electronic interfaces from the healthcare provider’s existing legacy management system to our systems.

COMPETITION

The market for medical claims-related products and services is generally highly competitive and subject to constant change as a result of new product introductions, technological developments and market activities of industry participants. We anticipated competition from a number of public and private companies involved in the business of medical claims transaction processing and solutions, including editing engines, claims management and/or practice management systems, clearinghouses, and medical receivable funding companies. We were also aware that other companies offer products and services with some or many features similar to those that we are capable of providing and have proven track records across a substantial customer base.

We initially planned to compete on price and service, meaning we would have offered competitive prices to keep our sole customer enrolled with us and would have offered lower service prices to potential future customers than they might find elsewhere.  We felt potential customers in our industry base a lot of their decision on which company to hire on the cost of services.  Therefore we felt that if we can beat the prices quoted by competing companies and save potential customers 5-10% in costs, we would have had a competitive edge when marketing our services to potential new customers and keeping our current customer using our services.  Because we were a boutique company, we had a small office and work very closely with our sole customer and will work closely with any additional future customers.  By keeping our overhead low, which is accomplished in part by free office space, we could have kept our service costs low as well.  We felt our customer service was of a higher caliber than what other larger firms offer because we had minimal layers of intra-business departments and when we had one key person communicating business needs with our customer there is no communication loss or confusion that might arise as in a larger firm that might use several different people on each customer.  We also were available to speak

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with our sole customer and any additional future customers after normal business hours end and that is better customer service than many other competitors offer.

PRINCIPAL CUSTOMER

One (1) customer accounted for all of total sales for the fiscal years ended March 31, 2011 and 2010.  The sole customer is a growing non-profit, community based health care delivery network in Southern California that includes multiple hospitals and thousands of affiliated physicians.  A reduction in sales from or loss of such customer would have a material adverse effect on our results of operations and financial condition.  We were not aware of any negative trends, impeding business issue, or uncertainties related to their business that would adversely impact us.

BUSINESS OPERATIONS AFTER APRIL 5, 2011

Stock Purchase Agreement

On April 5, 2011, a Stock Purchase Agreement (the “SPA”) by and among our three officers and directors Deepak Danavar, Ravi Sharma, and James Villalobos, us and Lynn Harrison (“LH”) was executed and a closing was held under the SPA.

Pursuant to the SPA (i) LH purchased an aggregate of 8,280,000 shares of our common stock (87% of the outstanding shares) from Messrs. Danavar, Sharma and Villalobos for an aggregate purchase price of $370,000.00; (ii) we disposed of its California subsidiary by transferring its shares to Messrs. Danavar, Sharma and Villalobos;  (iii) LH was elected our sole director; (iv) LH was elected our President and CEO  and Frank J. Hariton was elected our secretary; and (v) Messrs Danavar, Sharma and Villalobos each resigned as our officers and directors.   LH made the purchase of the shares with her own funds.

Property Purchase Agreement

On April 5, 2011, we entered into a Property Purchase Agreement (“PPA”) with Precious Metals Exploration Corp., an unaffiliated seller with offices in Sweden (the “Seller”), for the purchase of an undivided 60% right title and interest in certain mining claims in Alaska in exchange for 40,000 shares of our common stock and the retention by the Seller of a 5% Net Smelter Royalty, as defined in the PPA.  The PPA agreement further provides for the issuance to the Seller of 40,000 additional shares of our common stock if mining operations on the property result in the discovery of 1,000,000 ounces of gold and requires us to expend at least $300,000 in exploration and mine development work on the property over three years commencing with the closing under the PPA.  The closing under the PPA, in addition to the satisfaction of the usual conditions is also subject to our (i) changing its corporate name; (ii) affecting a 50 for 1 stock split; (iii) increasing its authorized common stock to 250,000,000 shares, par value $0.001 per share; and (iv) the retirement of at least 80% of all presently outstanding shares. By May 19, 2011 we had met all of these conditions and the 40,000 share numbers above represent 500,000 post stock split shares.

The Properties

The claims consist of three separate blocks that are partially contiguous and located 2.5 miles west of the Pogo 3.6 million ounce Pogo deposit; the Indian claims (2 square miles – 32 state claims); the Aurora claims (1 square mile – 4 MTRSC state claims; conversions in- progress by the Alaska Division of Natural Resources): and the Rainbow claims (1 square mile – 4 MTRSC state claims). All claims are located on State of Alaska lands and are currently active and in good standing. The Rainbow, Indian and Aurora and collectively referred to as the RAI properties.

The claims are situated 80 air miles southeast of Fairbanks and 2.5 miles west of Teck-Cominco’s Pogo gold deposit in the Goodpaster Mining District of east central Alaska. Each claim block consists of active State of Alaska mining claims located in the Big Delta B-2 and B-3 1:63,360 Quadrangles.  Limited prospecting has found elevated gold and trace elements in a sporadic suite of rock and soil samples on the properties. Quartz vein float samples with up to 2.4 g/t gold and anomalous arsenic and bismuth are found from prospected slopes less than 3 miles from the Pogo mine, on trend to the east.  

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GEOLOGY

The properties, as mapped by State geologists, are underlain predominately by pre-Mississippian paragneiss with lesser schist and quartzite, and Mississippian-Devonian orthogneiss rock packages, which both typically only crop out along prominent ridges. In general, foliation within the paragneiss strikes westerly and dips moderately to the south. Cretaceous age granite, granodiorite and tonalite plutons are mapped and in close proximity to the RAI properties. The granodioritic Goodpaster Batholith (Cretaceous) underlies a corner of the Indian block and extends further to the north and east.

The Aurora block is underlain by paragneiss (pMp), schist, and quartzite (pMsp) with minor orthogneiss (MDogd). Several early Tertiary basaltic dikes were noted by AngloGold geologists.  The Indian block is predominately underlain by orthogneiss (MDot and MDog), which is the same unit hosting the nearby Pogo deposit. Granodioritic phases of the Goodpaster Batholith lie along the northern edge of the claim block.  The Rainbow block consists mostly of paragneiss (pMp), hornfels surrounding a 96.5 to 99 Ma tonalite (Ktn), and lesser orthogneiss (MDogd). The tonalite is of the same age and composition as the block faulted tonalite proximal to the Pogo deposit and often locally referred to as the “Pogo diorite”. The northwest- trending gneissic packages and tonalite are easily linked between Rainbow and Pogo after restoring the inferred off-set along the intervening faults.

A small moderately sericite-carbonate altered Cretaceous granodiorite/quartz monzonite dike was noted by AngloGold geologists in the northwestern corner of the Rainbow claim block.  AngloGold described areas of alteration of the gneiss units on the property as consisting of localized moderate to strong silicification, sulfidation, sericite +/- carbonate alteration and small-scale quartz veining often associated with weak pervasive iron oxide staining.

GEOCHEMISTRY

Quartz veins with disseminated arsenopyrite are found in float along the western edge of the Rainbow Block near the mapped contact between the paragneiss, orthogneiss, and tonalite. These veins contain up to 2.4 g/t gold with high arsenic (>10,000ppm) and anomalous bismuth (27ppm). Higher up this slope and along the ridgeline connecting with the Aurora block are several rock samples with anomalous gold (~150ppb), arsenic, and bismuth. Soil samples collected in this area are also anomalous in gold (25-50ppb) and arsenic. Systematic soil grid sampling would better define targets in this talus and vegetation covered area.

In 2003 AngloGold spent 4-man days soil sampling along ridgelines in the Indian block and returned uniformly low gold (up to 17ppb) and trace element values. Limited sampling by the property owners has identified anomalous gold in soil to 31ppb.

A series of standard -80 mesh stream sediment samples collected by AngloGold in 2002 identified anomalous gold (10, 11, and 12ppb), arsenic and detectable bismuth and tellurium from the two east-west oriented creeks draining the Rainbow and southern Aurora blocks. Another stream sediment sample returned 23ppb gold, 198ppm arsenic, 30ppm antimony, with detectable bismuth and tellurium from a small stream draining the northwest corner of the Aurora block.

Only sporadic sampling since 1999 has occurred on the RAI properties. Almost all of the soil and rock samples were collected by the property owners, and only as time away from full-time work schedules and money allowed. No systematic soil or rock survey has been done on the Aurora and Rainbow blocks, leaving a large area of unexplored ground open to evaluation.

GEOPHYSICS

In 1999 and again in 2004 the State of Alaska funded an airborne geophysical survey over a large portion of the Goodpaster Mining district that encompassed the RAI claim blocks. The survey collected magnetic, conductive and radiometric data at 400m line spacings with 5km spaced tie lines. Hornfels surrounding a mapped tonalite is well defined as strongly magnetic (red to purple) on the Rainbow block with weak magnetic (green to blue) responses coming from the paragneiss and orthogneiss packages proximal to the RAI properties. The large magnetic response on the northern half of the Aurora block may indicate a shallow unexposed hornfels and associated intrusion similar to the tonalite found on the

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Rainbow block. Of particular interest are the similar magnetic signatures found at the Pogo deposit and its nearby tonalite, to the signatures found on the RAI properties.

Management believes that the properties control mineral rights in a highly favorable location, with prospective geology and geophysical signatures similar to the 3.6 million ounce Pogo deposit located only 2.5 miles to the east.  The discovery of gold bearing quartz veins (up to 2.4 g/t Au) with bismuth and arsenic signatures indicating close proximity to an intrusive-hydrothermal source, warrant a systematic follow-up program of exploration. Work to date on the property has been sporadic.

Other Property Acquisitions and Dispositions

On July 13, 2011, we entered into an Asset Purchase Agreement (“Mexican APA”) with Precious Metals Exploration Corp., an unaffiliated seller with offices in Sweden (the “Seller”), for the purchase of an undivided 75% right title and interest in certain mining claims in Hostotipaquillo, Mexico in exchange for 3,000,000 shares of our common stock to be issued 50% on closing, an additional 25% after six months and the final 25% after 12 months.  The Mexican APA further provides for the issuance to the Seller of 5,500,000 additional shares of our common stock if mining operations on the property result in the discovery of 1,000,000 ounces of gold or 10,000,000 ounces of silver and requires us to expend at least $850,000 in exploration and mine development work on the property over fifteen months commencing with the closing under the Mexican APA (including $350,000 in the first 3 months).  We are also required to hire a project manager designated by the Seller at $10,000 per month.  Management believes these properties to be promising prospects.

On July 18, 2011, we entered into an Asset Purchase Agreement (“APAAR1”) with Precious Metals Exploration Corp., an unaffiliated seller with offices in Sweden (the “Seller”), for the purchase of an undivided 100% interest in 2 patented claims, 6 federal claims and 25 prospects comprising 660 acres near Kingman, Arizona.  The purchase price was $600,000 payable in installments in the seven months following the closing and 500,000 shares of our common stock. APAAR1 further provides for the issuance to the Seller of 1,500,000 additional shares of our common stock if mining operations on the property result in the discovery of 1,000,000 ounces of gold or 10,000,000 ounces of silver and requires us to pay a 5% smelter’s royalty.  Management believes these properties to be promising prospects.

On July 18, 2011, we entered into a second Asset Purchase Agreement (“APAAR2”) with Precious Metals Exploration Corp., an unaffiliated seller with offices in Sweden (the “Seller”), for the purchase of an undivided 100% interest in 2 patented claims and 5 federal claims comprising roughly 134 acres in Mohave County, Arizona.  The Purchase Price was $674,022 payable in installments in the twenty months following the closing.  Management believes these properties to be promising prospects.

On December 23, 2011, we entered into a termination agreement (the “Termination Agreement”) with Seller of the Mexican APA. Under the Termination Agreement, the Seller returned to us the 1,500,000 shares that were issued to it and we were relieved from all further obligations under the Mexican APA.  We had expended $208,000 inclusive of $40,000 in project management fees and $168,000 in exploration costs under the Mexican APA which will not be recovered.

Management based its decision to terminate the Mexican APA on several factors including its assessment of the political situation and threats of instability in Mexico.

Item 1A.  Risk Factors.

Risks Relating To Our Prior Business

You should carefully consider the risks described below before investing in our publicly traded securities. The risks described below are not the only ones facing us. Our business is also subject to the risks that affect many other companies, such as competition, technological obsolescence, labor relations, general economic conditions, geopolitical events, climate change and international operations. Additional risks not currently known to us or that we currently believe are immaterial also may impair our business operations and our liquidity.

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We had a very limited operating history, making it difficult to accurately forecast our revenues and appropriately plan our expenses.

We began operations as iBOS, Inc. in April 2006.  We incurred net losses of $11,609 for the three months ended June 30, 2010, net losses of $22,823 for the fiscal year ended March 31, 2010, and net losses of $12,525 for the fiscal year ended March 31, 2009. For the fiscal year ended March 31, 2011 we incurred losses of $41,189.

Because we have had a limited operating history, it is difficult to accurately forecast our revenues and expenses. Additionally, our operations will continue to be subject to risks inherent in the establishment of a developing new business, including, among other things, efficiently deploying our capital, developing our product and services offerings, developing and implementing our marketing campaigns and strategies and developing awareness and acceptance of our products. Our ability to generate future revenues will be dependent on a number of factors, many of which are beyond our control, including the pricing of other services, overall demand for our products, market competition and government regulation. As with any investment in a company with a limited operating history, ownership of our securities may involve a high degree of risk and is not recommended if an investor cannot reasonably bear the risk of a total loss of his or her investment.

If we did not receive additional funding to expand operations the value of our stock could have been adversely affected.

As of March 31, 2011, we had cash of $7,574 and we estimate that such cash reserves were not sufficient to fund our daily operations. To fund our daily operations we needed to raise additional capital or employ other financing alternatives.  No assurance could be given that we would have received additional funds required to fund our daily operations.  In addition, in the absence of the receipt of additional funding we would have been required to scale back current operations or cease operations completely.  In part, because of these obvious financial pressures and the unlikelihood of obtaining significant funding, we opted to change our line of business.

Competition from providers of similar products and services could have adversely affected our revenues and financial condition.

We competed in a rapidly evolving, highly competitive and fragmented market. We expected competition to intensify in the future. There was no assurance that we would have been able to compete effectively. We believed that the main competitive factors in the medical transactions processing, billing and payment industry included effective marketing and sales, brand recognition, product quality, ease of product use, niche marketing and segmentation and value propositions. Competitive factors also include the features, functionality and cost of product and services. Many of our competitors are established, profitable and have strong attributes in many, most or all of these areas. They might have been able to leverage their existing relationships to provide alternative products or services on more attractive terms or with better customer support. Other companies also might have entered our markets with better products or services, greater financial and human resources and/or greater brand recognition. Competitors may have continued to improve or expand current products and introduced new products. We might have been perceived as relatively too small or untested to be awarded business relative to the competition. To be competitive, we would have had to invest significant resources in business development, advertising and marketing. We may also have had to rely on forming personal and business relationships for critical branding and rely on existing personal or business relationship leverage, which relationships may or may not have been available or sufficient. We could not assure that we would have sufficient resources to make these investments or that we would be able to make the advances necessary to be competitive. Increased competition might have resulted in fee reductions, reduced gross margin and loss of market share. Failure to compete successfully against current or future competitors would have resulted in less revenue and have a material adverse effect on our business, operating results and financial condition.

If our sole customer terminated our Service Agreement or if the service agreement were not renegotiated or extended past the October 1, 2011 expiration date, our business could have been adversely affected.

We had one customer for which we relied upon for all of our revenue generation.  Unless we attracted additional customers the number of revenue streams into us, our business success would have been completely dependent upon the relationship and agreement we had with this sole customer.  Our agreement with the customer could have been terminated at

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any time by either party with a 90-day notice.  At this time, or any time before attracting additional customers, losing our customer would have resulted in a material adverse effect on our business, operating results, and financial condition and we would have to curtail operations or discontinue operations completely.

If our technology was not operational and usable it could adversely affect our business.

We relied almost exclusively on the technology of the third party.  We believed that we could not operate as a stand-alone business without the operations and usability of third party software. As a result, the success of our business was materially and substantially dependent on third party software (and the availability, operability and use of such technology in whole or in part). If the technology were not usable, we would have been unable to operate.

Our services were designed to rely upon third-party software that is non-proprietary to us, which we did not own.  The software was owned and operated by our third party vendor, with whom we had a Subcontract Agreement that expired October 1, 2011, and was terminable by either party with 90-day notice and is compatible with the indexing service we provided.  We depended on these other companies for software updates, technical support and possibly for system management or for new product development. Although we believed there might be alternative suppliers for some or all of these technologies, it would have taken a significant period of time and money to establish relationships with alternative suppliers and substitute their technologies for technologies currently being used. The loss of any of our relationships or agreements with these suppliers could result in system shut downs and/or the inability to provide services, which could result in a material adverse effect on our business, operating results and financial condition. 

If our systems failed, it could have interrupted operations and could have adversely impacted us.

Our operations were dependent upon our ability to support our complex network infrastructure which is owned by our third party vendor and avoid damage from fires, earthquakes, floods, hurricanes, power losses, war, terrorist attacks, telecommunications failures and similar natural or manmade events. The occurrence of a natural disaster, intentional or unintentional human error or action, or other unanticipated problem could have caused interruptions in the services that we provided. Any damage or failure that causes interruptions in our operations could have resulted in loss of revenues from our customer or prospective customers, loss of our customer or prospective customers, monetary damage, or increased costs of operations, any or all of which could have had a material adverse effect on our business, operating results and financial condition.

If the partnership retained with our third party vendor was discontinued, or if they become insolvent, dissolve, or the quality of work becomes substandard, our ability to provide services will be greatly hindered.

The failure of our third-party vendor backbone providers to provide the data communications capacity that we require, as a result of natural disaster, operational disruption, insolvency, dissolution, or any other reason would certainly cause interruptions in the services that we provide and hinder our operations.

If our provided technological services are replaced with newer technologies or methodologies that are more competitive and better accepted by our sole customer, potential customers, and future regulations, our ability to compete will be diminished.

Newer technologies such as encrypted medical records on computer chip cards, bar-coding systems, and other methodologies could inhibit our company from continuing its services in the capacity of electronic indexing of files.  Our revenue stream would be substantially, if not completely affected and we could lose our current customer if they accepted a different process to the electronic indexing that we provide, as this is the only service we presently generate revenue from.

Our services were designed to rely upon third-party software that is non-proprietary to us, which we do not own currently.  The software is owned and operated by our third party vendor, with whom we have a Subcontract Agreement that expires October 1, 2011, and is terminable by either party with 90-day notice and is compatible with the indexing service we provide.  We will depend on these other companies for software updates, technical support and possibly for system management or for new product development. Although we believe there might be alternative suppliers for some or all of these technologies, it would take a significant period of time and money to establish relationships with alternative suppliers

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and substitute their technologies for technologies currently being used. The loss of any of our relationships or agreements with these suppliers could result in system shut downs and/or the inability to provide services, which could result in a material adverse effect on our business, operating results and financial condition.

If we had been unable to retain key personnel it would have had an adverse effect on our business. We did not maintain ‘‘key man’’ life insurance policies on our key personnel.

Our operations had been and dependent on the efforts of Mr. Deepak Danavar, our President and Chief Executive Officer, Mr. Ravi Sharma, our Chief Financial Officer and Corporate Secretary, and Mr. James Villalobos, our Vice President of Sales and Marketing. The development of improvements to our products and services, as well as the development of new products were dependent on retaining the services of certain technical personnel who were involved in the development of our products and services. The loss of key management, the inability to secure or retain such key personnel with unique knowledge of our products and services and the technology and programming employed as part of our products and services, or an inability to attract and retain sufficient numbers of other qualified management personnel would have adversely affected our business, products and services and could have had a material adverse effect on our business, operating results and financial condition.

We did not have ‘‘key man’’ life insurance policies for Mr. Danavar, Mr. Sharma or Mr. Villalobos. Even if had obtained ‘‘key man’’ insurance for Mr. Danavar, Mr. Sharma or Mr. Villalobos of which there could have been  no assurance, the amount of such policies might not have been sufficient to cover losses experienced by us as a result of the loss of Mr. Danavar, Mr. Sharma or Mr. Villalobos.

Our management served us on a part time basis and conflicts could have arisen.

Mr. Danavar, Mr. Sharma, and Mr. Villalobos performed employee like services for us on a part time basis.  Mr. Danavar and the other officers worked approximately 10 hours each per week for our benefit.  Employee-like services provided by our officers and directors were not compensated in the fiscal year ended 2011 and no employee contracts with them have been entered into.  These individuals have other employment and responsibilities outside of the Company.  While they will each sought to give us sufficient time to allow us to operate on a basis that was beneficial to our shareholders, this goal might not have been accomplished and our operating results might have been negatively impacted by the unavailability of our key personnel.

If we failed to attract skilled personnel it could have adversely affected our business.

Our future success in our prior business depended, in large part, on our ability to attract and retain highly skilled personnel. If we were unable to attract or retain qualified personnel in the future or there were any delays in hiring required personnel, particularly technical, sales, marketing and financial personnel, it could have had a material adverse affect our business, operating results and financial condition.

In our prior business we would have needed to expand our sales operations and marketing operations in order to increase market awareness of our products and generate revenues. New sales personnel and marketing personnel would have been required training and it would have taken time to achieve full productivity. Competition for such personnel was intense. We could not be certain that we would have been successful in attracting and retaining additional qualified personnel.

We were subject to substantial government regulation which could have adversely affected the way we conducted our business and the costs of conducting our business.  The United States healthcare industry is currently changing and new legislation, offered incentives, and regulations might have inhibited our business.

The healthcare industry is highly regulated and is subject to changing political, economic and regulatory influences.  Federal and state legislatures have periodically considered programs to reform or amend the U.S. healthcare system at both the federal and state level and to change healthcare financing and reimbursement systems, such as the Balanced Budget Act of 1997 and the Medicare Modernization Act of 2003. These programs may contain proposals to increase governmental involvement in healthcare, lower reimbursement rates or otherwise change the environment in which healthcare industry

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participants operate. Current or future government regulations or healthcare reform measures, such as the healthcare reform legislation that was enacted in 2010, may affect our business. Healthcare industry participants may respond by reducing their investments or postponing investment decisions, including investments in our products and services.

The healthcare industry and standards of medical record keeping may be currently changing due to proposed healthcare reform and passed legislation.  There are many companies that have electronic medical record technologies that have incentives to replace paper and electronically indexed recordkeeping.  A healthcare bill was passed by the Unites States Congress and Senate recently that will open pathways for an evolving healthcare industry that could be detrimental to our current method of indexing medical records.  On January 13, 2010, the Centers for Medicare and Medicaid Services and the Office of the National Coordinator of Health Information Technology published two much-anticipated and coordinated sets of regulations.  These regulations establish the requirements for eligible providers to earn Medicare and Medicaid electronic health record (EHR) incentives.  The Department of Health and Human Services accepted comments on these regulations through March 15, 2010.  Eligible hospitals and professionals, vendors, would-be certifying bodies and others interested in or affected by the regulations should thus consider submitting comments to HHS, with a particular emphasis on requesting the “grandfathering” of existing, successful EHR technology.

Our former medical billing and collection activities, for which we never had a customer, are governed by numerous federal and state civil and criminal laws. Federal and state regulators use these laws to investigate healthcare providers and companies that provide lending, billing and collection services. In connection with these laws, we may have been subjected to federal or state government investigations and possible penalties might have been imposed, false claims actions may have had to be defended, private payers may have filed claims against us, and we may have been excluded from Medicare, Medicaid or other government-funded healthcare programs. Some of these laws carry strict liability provisions that impose responsibilities and liabilities on us without any wrongdoing or negligence on our part.

We might have become the subject of false claims litigation or additional investigations relating to our possible future lending, billing and collection activities, even when simply passing on claims originating from and edited by third parties for content. Any such proceeding or investigation could have had a material adverse effect on our business, operating results and financial condition.

Under the Health Insurance Portability and Accountability Act of 1996, or HIPAA, final rules were published regarding standards for electronic transactions as well as standards for privacy and security of individually identifiable health information. The HIPAA rules set new or higher standards for the healthcare industry in handling healthcare transactions and information, with penalties for noncompliance. We have incurred and we will continue to incur costs to comply with these rules. Compliance with these rules may prove to be more costly than we currently anticipate. Failure to comply with such rules may have had a material adverse effect on our business and may subject us to civil and criminal penalties as well as loss of our sole customer or any prospective customers.

We relied upon third parties to provide data elements to process electronic medical claims in a HIPAA compliant format. While we believed we would be fully and properly prepared to process electronic medical claims in a HIPAA-compliant format, there could be no assurance that third parties, including healthcare providers and payers, would likewise be prepared to supply all the data elements required to process electronic medical claims and make electronic remittance under HIPAA's standards. We had made investments in product enhancements to support customer operations that are regulated by HIPAA. Responding to HIPAA's impact might have required us to make investments in new products or charge higher prices.

HIPAA, in part, governs the collection, use, storage and disclosure of health information for the purpose of safeguarding the privacy and security of such information. Persons who believe health information has been misused or disclosed improperly may file complaints against offending parties, which may lead to investigation and potential civil and criminal penalties from Federal or state governments.

The passage of HIPAA is part of a wider healthcare reform initiative. We expected that the debate on healthcare reform would continue. We also expected that the federal government as well as state governments would pass laws and issue regulations addressing healthcare issues and reimbursement of healthcare providers. We could not predict whether the

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governmental-bodies regulators would enact new legislation and regulations, and, if enacted, whether such new developments would have an adverse affect on our business, operating results or financial condition.

In addition, recent proposed legislation enacted by the United States Congress and regulations thereunder, if enacted, may have placed substantial burdens upon us and required that we invest in additional software and equipment.  In addition, this law would force us to ensure that we had the following protocols in place to comply with its strict security guidelines:

1.

Security breach notification is one of the key measures of the Health Information Technology for Economic and Clinical Health (HITECH) Act designed to further the adoption of electronic health records systems by providing more stringent protections for patient information.

2.

HIPAA covered entities and their business associates must report security breaches in compliance with the new rules.

3.

Covered Entities must timely notify affected individuals if their unsecured protected health information was the subject of a security breach. In doing so, Covered Entities also must report such breaches to the Department of Health & Human Services (either concurrently or annually) and, in certain circumstances, the media.

4.

Business Associates must timely notify their covered entities of reportable security breaches such that the covered entities can make reports to affected individuals and others as required by the regulations.  The regulations require business associates to provide notice to covered entities without unreasonable delay, and no later than 60 days from the date that the business associates discovers the breach, or should have discovered it using reasonable diligence. Business associates, to the extent possible, must identify each affected individual and provide such information to the Covered Entity.

We had these protocols in place for compliance with the HITECH act.  However, if there were changes made in the future to legislation or regulations, we would need to review our processes for compliance.

Many healthcare providers who were potential customers may have existing systems that do not generate electronic files in a HIPAA-compliant format, which will limit the amount of services we could provide to and the amount of revenues that could be generated from such healthcare providers.

Many healthcare providers have practice management systems that do not have electronic interfaces which produce a HIPAA compliant form. If the interface doesn't exist, they must purchase a new system from a third party, which may be expensive and not a desirable business proposition for such healthcare providers. If claims cannot be submitted electronically, the claims data must be manually entered into our system, which can be time consuming and duplicative of work already done by a healthcare provider. Manually entering the data also subjects claims to greater risk of human error in the data entry process. While we believe we can provide solutions to healthcare providers to enable them to establish electronic interfaces to submit claims electronically in a HIPAA compliant manner, there can be no assurance healthcare providers will be willing to implement the solutions that we propose. If healthcare providers cannot supply electronic medical claims and such claims are processed manually rather than electronically, services that we could have provided would have been greatly limited and our ability to generate revenues from such providers would have been curtailed which could have resulted in a material adverse affect on our business, operating results or financial condition.

We may have made errors in processing information provided by our sole customer or future customers and, as a result, we might have suffered  losses.

Our prior business involved our receiving detailed information provided by our customer or future customers.  Even if our customer or future customer provided full and accurate disclosure of all material information to be submitted as part of a claim for payment, such information may be misinterpreted or incorrectly analyzed. Mistakes by our systems or personnel might have caused us to incur liability to our customer or future customers in connection with such mistakes.

Solutions and services that we offered may have subjected us to product liability claims.

Solutions that we sold might fail to perform in a variety of ways, and services that we provided may not meet our sole customer’s expectations or any future customers’ expectations, or which faces frequent internet service interruptions,

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which take it off-line. Such problems would have seriously harmed our credibility, market acceptance of our products and the value of our brands. In addition, such problems may result in liability for damages arising out of service interruption. The occurrence of some of these types of problems may seriously harm our business, operating results and financial condition.

Our systems were subject to certain security risks which might have adversely affected our operations.

Despite the implementation of security measures, our systems might have been vulnerable to unauthorized access, computer viruses and other disruptive problems. Companies have experienced, and may experience, interruptions in service as a result of the accidental or intentional actions of internet users, current and former employees or others. Unauthorized access could also potentially have jeopardized the security of our sole customer or security of future customers and our confidential information stored in our computer systems, which may have resulted in liability to customers and also may have deterred potential customers from using our products and services. Although we intended to continue to implement industry-standard security measures, such measures have been circumvented in the past, and there can be no assurance that measures that we implement will not be circumvented in the future. Eliminating computer viruses and alleviating other security problems may require interruptions, delays or cessation of service to our customers, such interruptions, delays or cessation of services may have resulted in a loss of customers or subjected us to potential liability for actions out of such interruptions, delays or cessation of services.

Dependence on Key Customer

One (1) customer accounted for all of total sales for the fiscal years ended March 31, 2011 and 2010.  Hence, a reduction in sales from or loss of this sole customer would have had a material adverse effect on our results of operations and financial condition.

RISKS RELATD TO OUR BUSINESS AFTER APRIL 5, 2011.

We have incurred losses to date and have not produced any gold or other precious minerals or metals.

For the fiscal year ended March 31, 2012 we incurred losses of $741,975.  We have relied on equity investments to fund operations, but unless we become profitable, these may become more difficult to secure.

We have limited operating history and if we are not successful in growing our business, we may have to scale back or even cease our ongoing business operations.

We have a limited history as a mineral exploration and mining company and we must be considered in the exploration stage. Our operations will be subject to all the risks inherent in the establishment of a developing enterprise and the uncertainties arising from the absence of a significant operating history.

We may be unable to generate revenues or operate on a profitable basis.

We are in the exploration stage and potential investors should be aware of the difficulties normally encountered by enterprises in the exploration stage. If our business plan is not successful, and we are not able to operate profitably, investors may lose some or all of their investment in our company.

There are numerous exploration and development risks associated with our industry.

The business of exploration for minerals and mining involves an extremely high degree of risk. Few properties that are explored are ultimately developed into producing mines. There is no assurance that our mineral exploration and development activities will result in the discovery, development, or production of a commercially viable ore body.  The economics of developing gold properties are affected by many factors, including capital and operating costs, variations of the grade of ore mined, fluctuating gold markets, costs of processing equipment, and such other factors as government regulations, including regulations relating to royalties, allowable production, importing and exporting of gold, and environmental protection.

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Substantial expenditures are required to establish reserves mining, to develop metallurgical processes to extract metal from ore, and to develop the mining and processing facilities and infrastructure at any site chosen for mining.

We cannot guaranty that the funds required for exploration and development can be obtained. The marketability of any gold acquired or discovered may be affected by numerous factors which are beyond our control and which cannot be accurately foreseen or predicted, such as market fluctuations, the global marketing conditions for gold, the proximity and capacity of milling facilities, mineral markets, and processing equipment, and such other factors as government regulations, including regulations relating to royalties, allowable production, importing and exporting minerals, and environmental protection.

The price of gold can be volatile.

Gold prices historically have fluctuated widely and are affected by numerous factors outside of our control, including industrial and retail demand, central bank lending, sales and purchases of gold, forward sales of gold by producers and speculators, levels of gold production, short-term changes in supply and demand because of speculative hedging activities, confidence in the global monetary system, expectations of the future rate of inflation, the strength of the US dollar (the currency in which the price of gold is generally quoted), interest rates, and global or regional political or economic events. The potential profitability of our operations is directly related to the market price of gold. A decline in the market price of gold would materially affect the value of our assets. A decline in the market price of gold may also require us to write-down any gold reserves that we might book, which would negatively impact our financial position.

Competition in the gold mining industry is intense and there is no assurance that we will be successful in acquiring any further properties.

The gold mining industry is intensely competitive. We compete with numerous individuals and companies, including many major gold exploration and mining companies that have substantially greater technical, financial, and operational resources and staffs. Accordingly, there is a high degree of competition for desirable properties for mining operations, and necessary mining equipment, as well as for access to funds. We cannot predict if the necessary funds can be raised or that any projected work will be completed. There are other competitors that have operations in the Alaska area and the presence of these competitors could harm our ability to acquire additional properties.

Government regulation and environmental regulatory requirements may impact our operations.

Failure to comply with applicable environmental laws, regulations, and permitting requirements may result in enforcement actions thereunder, including orders issued by regulatory or judicial authorities, causing operations to cease or be curtailed, and may include corrective measures requiring capital expenditures, installation of additional equipment, or remedial actions. Parties engaged in mining operations may be required to compensate those suffering loss or damage by reason of the mining activities and may have civil or criminal fines or penalties imposed for violations of applicable laws or regulations. Amendments to current laws, regulations, and permits governing operations and activities of mining companies, or more stringent implementation thereof, could have a material adverse impact on us and cause increases in capital expenditures or require abandonment or delays in development of new mining properties.

Decreases in prices of precious metals would reduce the value of our properties.

The value of our exploration properties is directly related to the market price of precious metals. The market price of various precious metals fluctuates widely and is affected by numerous factors beyond the control of any mining company. These factors include industrial and jewelry fabrication demand, expectations with respect to the rate of inflation, the relative strength of the U.S. dollar and other currencies, interest rates, gold sales and loans by central banks, forward sales by gold producers, global or regional political, economic or banking crises, and a number of other factors. If the gold price drops dramatically, the value of our exploration properties will decrease. The selections of a property for exploration or development, and the dedication of funds necessary to achieve such purposes are decisions that must be made long before the first revenues from production will be received, if ever. Price fluctuations between the time that such decisions are made and the commencement of production can have a material adverse effect on the economics of a mine, and can eliminate or have a material adverse impact on the value of the properties. Because of the speculative nature of exploration of natural

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resource properties, there is substantial risk that we will not find commercially viable gold ore deposits. There is no assurance that any of the claims we explore or acquire will contain commercially exploitable reserves of gold minerals.

Exploration for natural resources, particularly gold, is a speculative venture involving substantial risk.

Hazards such as unusual or unexpected geological formations and other conditions often result in unsuccessful exploration efforts. Success in exploration is dependent upon a number of factors including, but not limited to, quality of management, quality and availability of geological expertise and availability of exploration capital. Due to these and other factors, no assurance can be given that our exploration programs will result in the discovery of new mineral reserves or resources.

We may not have access to all of the supplies and materials we need for exploration, which could cause us to delay or suspend operations.

Demand for gold mining equipment and limited industry suppliers may result in occasional shortages of supplies, and certain equipment such as drilling rigs that we need to conduct exploration activities. We have not negotiated any long term contracts with any suppliers of products, equipment or services. If we cannot find the trained employees and equipment when required, we will have to suspend or curtail our exploration plans until such services and equipment can be obtained.

We have only preliminary studies and no known ore reserves and we cannot predict when and if we will find commercial quantities of gold ore deposits.

The failure to identify and extract commercially viable mineral ore deposits will affect our ability to generate revenues. We have no known ore reserves and there can be no assurance that any of the mineral claims we are exploring contain commercial quantities of gold or silver. Even if we identify commercial reserves, we cannot predict whether we will be able to mine the reserves on a profitable basis, if at all. If we are unable to hire and retain key personnel, we may not be able to implement our business plan.

We are substantially dependent upon the continued services of Lynn Harrison.

We do not have an employment agreement with Lynn Harrison or any key person life insurance or disability insurance on her. While Lynn Harrison expects to devote 40 hours per week of her time assisting us and our business, there can be no assurance that her services will remain available to us. If Lynn Harrison's services are not available to us, we will be materially harmed. While Lynn Harrison is a significant stockholder and considers her investment of time and money of significant personal value, there is no assurance that she will remain with us.

Our success is also largely dependent on our ability to hire highly qualified personnel.

This is particularly true in the highly technical business such as mineral exploration. These individuals are in high demand and we may not be able to retain the personnel we need. In addition, we may not be able to afford the high salaries and fees demanded by qualified personnel, or may lose such employees after they are hired. Failure to hire key personnel when needed, or on acceptable terms, to carry out our exploration and mining programs would harm our business. Because the probability of many of the individual mining prospects explored will not show commercially viable amounts of gold ore deposits, substantial amounts of funds spent on exploration will not result in identifiable reserves. The probability of our exploration program identifying individual prospects having commercially significant reserves cannot be predicted. It is likely that many of the properties explored will not contain any commercially significant reserves. As such substantial funds will be spent on exploration which may identify only a few, if any, claims having commercial development potential.

Our mining claims could be contested which would add significant costs and delays to our exploration programs.

Our mining property rights currently consist of a number of unpatented mining claims. The validity of unpatented mining claims and staked claims are often uncertain and are always subject to contest. Unpatented mining claims are generally considered subject to greater title risk than patented mining claims, or real property interests that are owned in fee

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simple. If our claims on a particular property are successfully challenged, we may not be able to develop or retain our interests on that property, which could reduce our future revenues.

Mining operations are subject to extensive federal and state regulation which increases the costs of compliance and possible liability for non-compliance.

Mining is subject to extensive regulation by state and federal regulatory authorities. State and federal statutes regulate environmental quality, safety, exploration procedures, reclamation, employees' health and safety, use of explosives, air quality standards, pollution of stream and fresh water sources, noxious odors, noise, dust, and other environmental protection controls as well as the rights of adjoining property owners. We believe that we are currently operating in compliance with all known safety and environmental standards and regulations applicable to our Alaska properties. However, there can be no assurance that our compliance could be challenged or that future changes in federal or Alaskan laws, regulations or interpretations thereof will not have a material adverse affect on our ability to resume and sustain exploration operations.

Mining operations are subject to various risks and hazards which could result in significant costs or hinder ongoing operations.

The business of gold mining is subject to certain types of risks, including environmental hazards, industrial accidents, and theft. We intend to carry insurance against certain property damage loss (including business interruption) and comprehensive general liability insurance. While we hope to maintain insurance consistent with industry practice, it is not possible to insure against all risks associated with the mining business, or prudent to assume that insurance will continue to be available at a reasonable cost. We have not obtained environmental liability insurance because such coverage is not considered by management to be cost effective.

We reasonably anticipate that our auditors will express substantial doubt regarding our ability to continue operations as a "going concern." Investors may lose all of their investment if we are unable to continue operations and generate revenues, or if we do not raise sufficient funds.

We will seek to raise additional funds to meet our working capital needs principally through the additional sales of our securities. However, we cannot guaranty that we will be able to obtain sufficient additional funds when needed, or that such funds, if available, will be obtainable on terms satisfactory to us. If we do not raise sufficient funds, we may not be able to continue in business. As a result, we believe it likely that our auditors will conclude that substantial doubt exists about our ability to continue operations.

RISKS RELATED TO OPERATING AS A PUBLIC COMPANY

Our officers have no experience in managing a public company.

Our CEO has no previous experience in managing a public company and we do not have a sufficient number of employees or officers to segregate responsibilities and may be unable to afford increasing our staff or engaging outside consultants or professionals to overcome our lack of employees. During the course of our testing, we may identify other deficiencies that we may not be able to remediate in time to meet the deadline imposed by the Sarbanes-Oxley Act for compliance with the requirements of Section 404. In addition, if we fail to achieve and maintain the adequacy of our internal controls, as such standards are modified, supplemented or amended from time to time, we may not be able to ensure that we can conclude on an ongoing basis that we have effective internal controls over financial reporting in accordance with Section 404 of the Sarbanes-Oxley Act. Moreover, effective internal controls, particularly those related to revenue recognition, are necessary for us to produce reliable financial reports and are important to help prevent financial fraud. If we cannot provide reliable financial reports or prevent fraud, our business and operating results could be harmed, investors could lose confidence in our reported financial information, and the trading price of our common stock, if a market ever develops, could drop significantly.

We are subject to the reporting requirements of federal securities laws, which is expensive.

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We are a public reporting company in the U.S. and, accordingly, subject to the information and reporting requirements of the Exchange Act and other federal securities laws, and the compliance obligations of the Sarbanes-Oxley Act. The costs of preparing and filing annual and quarterly reports, and other information with the SEC and furnishing audited reports to stockholders will cause our expenses to be higher than they would be if we were a privately-held company.

Our compliance with the Sarbanes-Oxley Act and SEC rules concerning internal controls will be time consuming, difficult and costly.

It will be time consuming, difficult and costly for us to develop and implement the internal controls and reporting procedures required by Sarbanes-Oxley. We will need to hire additional financial reporting, internal control, and other finance staff in order to develop and implement appropriate internal controls and reporting procedures. If we are unable to comply with Sarbanes-Oxley's internal controls requirements, we may not be able to obtain the independent accountant certifications that Sarbanes-Oxley Act requires publicly-traded companies to obtain. We will also incur additional costs of up to $10,000 per year and work associated with preparing our evaluation report of internal control over financial reporting for our next Form 10-K and annual reports. The work associated with preparing our evaluation report of internal control over financial reporting includes our management assessing the effectiveness of our internal control over financial reporting by using the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control - Integrated Framework .

If we fail to maintain the adequacy of our internal controls, our ability to provide accurate financial statements and comply with the requirements of the Sarbanes-Oxley Act could be impaired, which could cause our stock price to decrease substantially.

We have committed limited personnel and resources to the development of the external reporting and compliance obligations that are required of a public company. We plan to obtain additional financial and accounting resources to support and enhance our ability to meet the requirements of being a public company. We will need to continue to improve our financial and managerial controls, reporting systems and procedures, and documentation thereof. If our financial and managerial controls, reporting systems, or procedures fail, we may not be able to provide accurate financial statements on a timely basis or comply with the Sarbanes-Oxley Act of 2002 as it applies to us. Any failure of our internal controls or our ability to provide accurate financial statements could cause the trading price of our common stock to decrease substantially.

Our common shares are thinly-traded, and you may be unable to sell at or near ask prices or at all if you need to sell your shares or otherwise desire to liquidate such shares.

We cannot predict the extent to which an active public market for our common stock will develop or be sustained due to a number of factors, including the fact that we are a small company that is relatively unknown to stock analysts, stock brokers, institutional investors, and others in the investment community that generate or influence sales volume, and that even if we came to the attention of such persons, they tend to be risk-averse and would be reluctant to follow an unproven company such as ours or purchase or recommend the purchase of our shares until such time as we became more seasoned and viable. As a consequence, there may be periods of several days or more when trading activity in our shares is minimal or non-existent, as compared to a seasoned issuer which has a large and steady volume of trading activity that will generally support continuous sales without an adverse effect on share price. We cannot give you any assurance that a broader or more active public trading market for our common stock will develop or be sustained, or that current trading levels will be sustained. The market price for our common stock may be particularly volatile given our status as a relatively small company with a thinly-traded "float" and lack of current revenues that could lead to wide fluctuations in our share price. You may be unable to sell your common stock at or above your purchase price if at all, which may result in substantial losses to you.

The market for our common shares may be characterized by significant price volatility when compared to seasoned issuers, and we expect that our share price will be more volatile than a seasoned issuer for the indefinite future.

The potential volatility in our share price is attributable to a number of factors. First, as noted above, our common shares may be sporadically and/or thinly traded. As a consequence of this lack of liquidity, the trading of relatively small

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quantities of shares by our stockholders may disproportionately influence the price of those shares in either direction. The price for our shares could, for example, decline precipitously in the event that a large number of our common shares are sold on the market without commensurate demand, as compared to a seasoned issuer that could better absorb those sales without adverse impact on its share price. Secondly, an investment in us is a speculative or "risky" investment due to our lack of revenues or profits to date and uncertainty of future market acceptance for current and potential products. As a consequence of this enhanced risk, more risk-adverse investors may, under the fear of losing all or most of their investment in the event of negative news or lack of progress, be more inclined to sell their shares on the market more quickly and at greater discounts than would be the case with the stock of a seasoned issuer. Stockholders should be aware that, according to SEC Release No. 34-29093, the market for penny stocks has suffered in recent years from patterns of fraud and abuse. Such patterns include (1) control of the market for the security by one or a few broker-dealers that are often related to the promoter or issuer; (2) manipulation of prices through pre-arranged matching of purchases and sales and false and misleading press releases; (3) boiler room practices involving high-pressure sales tactics and unrealistic price projections by inexperienced sales persons; (4) excessive and undisclosed bid-ask differential and markups by selling broker-dealers; and (5) the wholesale dumping of the same securities by promoters and broker-dealers after prices have been manipulated to a desired level, along with the resulting inevitable collapse of those prices and with consequent investor losses. The occurrence of these patterns or practices could increase the volatility of our share price. We do not anticipate paying any cash dividends.

We presently do not anticipate that we will pay any dividends on any of our capital stock in the foreseeable future.

The payment of dividends, if any, would be contingent upon our revenues and earnings, if any, capital requirements, and general financial condition. The payment of any dividends will be within the discretion of our Board of Directors. We presently intend to retain all earnings, if any, to implement our business plan; accordingly, we do not anticipate the declaration of any dividends in the foreseeable future.

Our common stock may be subject to penny stock rules, and broker dealer imposed policies, which may make it more difficult for our stockholders to sell their common stock.

Broker-dealer practices in connection with transactions in "penny stocks" are regulated by certain penny stock rules adopted by the Securities and Exchange Commission ("SEC"). Penny stocks generally are equity securities with a price of less than $5.00 per share. The penny stock rules require a broker-dealer, prior to a purchase or sale of a penny stock not otherwise exempt from the rules, to deliver to the customer a standardized risk disclosure document that provides information about penny stocks and the risks in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction, and monthly account statements showing the market value of each penny stock held in the customer's account. In addition, the penny stock rules generally require that prior to a transaction in a penny stock the broker-dealer make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written agreement to the transaction. These disclosure requirements may have the effect of reducing the level of trading activity in the secondary market for a stock that becomes subject to the penny stock rules.  In addition, certain brokerage firms that provide clearing services to other brokerage firms have recently imposed new restrictions on transactions in stock priced under $0.10.  On July 5, 2012, our stock closed at $0.42.

We will need additional capital, and the sale of additional shares or other equity securities could result in additional dilution to our stockholders.

We will require additional capital to meet our obligations under the PPA and do not have any commitments for such capital. We can give no assurance that such capital will be available on acceptable terms or at all.  If we are unable to meet our obligations under the PPA, we may lose our interests in the properties and the value of our stock would probably decline.

We are controlled by our present sole director.

Lynn Harrison, our sole director and CEO owns 22,100,000 (25.04%) of our issued and outstanding shares and is in a position to exercise substantial control over our affairs for the foreseeable future.

Shares Eligible for Future Sale.

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The sale of a substantial number of shares of our common stock, or the perception that such sales could occur, could adversely affect prevailing market prices for our common stock.  In addition, any such sale or perception could make it more difficult for us to sell equity, or equity related, securities in the future at a time and price that we deem appropriate.  If and when this registration statement becomes effective and we become subject to the reporting requirements of the Exchange Act, we might elect to adopt a stock option plan and file a registration statement under the Securities Act registering the shares of common stock reserved for issuance thereunder.  Following the effectiveness of any such registration statement, the shares of common stock issued under such plan, other than shares held by affiliates, if any, would be immediately eligible for resale in the public market without restriction.  

The sale of shares of our common stock which are not registered under the Securities Act, known as “restricted” shares, typically are effected under Rule 144.  At March 31, 2012 we had outstanding an aggregate of 87,412,500 shares of restricted common stock.  All of our shares of common stock, except those issued in the last six months, might be sold under Rule 144. No prediction can be made as to the effect, if any, that future sales of “restricted” shares of our common stock, or the availability of such shares for future sale, will have on the market price of our common stock or our ability to raise capital through an offering of our equity securities.

The sale of a substantial number of shares of our common stock, or the perception that such sales could occur, could adversely affect prevailing market prices for our common stock.  In addition, any such sale or perception could make it more difficult for us to sell equity, or equity related, securities in the future at a time and price that we deem appropriate.  If and when this registration statement becomes effective and we become subject to the reporting requirements of the Exchange Act, we might elect to adopt a stock option plan and file a registration statement under the Securities Act registering the shares of common stock reserved for issuance thereunder.  Following the effectiveness of any such registration statement, the shares of common stock issued under such plan, other than shares held by affiliates, if any, would be immediately eligible for resale in the public market without restriction.

No Dividends

We never have paid any dividends on our common stock and we do not intend to pay any dividends in the foreseeable future.  

ITEM 1B.  UNRESOLVED STAFF COMMENTS.

None

ITEM 2.  PROPERTIES.

We currently lease space and services within a serviced office suite in Phoenix, Arizona for approximately $1,000 per month. The lease is for an initial term of 12 months. This is an annual renewable lease which was last renewed on  December 1, 2011. As we took the longer option we have been given a 13^th month free which means we will have to renew again on January 1, 2013.

Our leased premises are presently adequate for our needs.  However, if our business expands we may be required to seek larger premises. Management believes that other suitable premises are available at reasonable cost in proximity to our present offices.

We also hold interests in certain mining properties as described under Item 1.

ITEM 3.  LEGAL PROCEEDINGS.

We currently have no legal proceedings pending nor have any legal proceeding been threatened against us or any of our officers, directors or control persons of which we are aware.

ITEM 4.  REMOVED AND RESERVED

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PART II

ITEM 5.  MARKET FOR REGISTRANT’S COMMON EQUITY AND ISSUER PURCHASES OF EQUITY SECURITIES.

Market Information

Since December 31, 2010, our common stock has traded on the Over the Counter Bulletin Board under the symbol “IBOS”.  On May 19, 2011 our symbol was changed to “LBGO”.  There were no trades during the fiscal year ended March 31, 2012

Reports to Shareholders

We plan to furnish our shareholders with an annual report for each fiscal year ending March 31 commencing in 2012 containing financial statements audited by our independent certified public accountants.  Additionally, we may, in our sole discretion, issue unaudited quarterly or other interim reports to our shareholders when we deem appropriate.  We intend to maintain compliance with the periodic reporting requirements of the Securities Exchange Act of 1934.

Dividend Policy

We have not declared or paid any dividends on our common stock to date.  We anticipate that any future earnings will be retained as working capital and used for business purposes.  Accordingly, it is unlikely that we will declare or pay any such dividends in the foreseeable future.

Securities Authorized for Issuance under Equity Compensation Plans

None

Recent Sales of Unregistered Securities

The following is a summary of all transactions since our inception involving our sales of our securities that were not registered under the Securities Act.  Shares issued for cash consideration paid to us are valued at the purchase price per share; all other shares are valued as stated.  All shares issued were issued as “restricted” shares of our common stock except as otherwise expressly stated.

On March 7, 2009, we issued 9,000,000 pre-stock split shares of our common stock to Mr. Deepak Danavar, Mr. Ravi Sharma and Mr. James Villalobos in exchange for their ownership interest in iBOS, Inc a California corporation. On March 8, 2009, we issued 200,000 shares of our common stock to Frank J. Hariton, Esq. for past legal services rendered, valued at $10,000 (the estimated fair value on the date of grant). All of such transactions with our officers, directors, and affiliates were exempt from registration by reason of Section 4(2) of the Securities Act of 1933, as amended (the “Act”) as transactions by an issuer not involving any public offering. All of the shares issued in such transactions bear an appropriate restrictive legend.

During July 2009, 320,000 pre – stock split shares of our common stock were issued to 32 investors for $32,000 or $0.10 per share. These shares were issued in a private offering pursuant to Regulation D Rule 506 under the Act, and each of the investors therein represented in writing that such investor was an accredited investor as that term is defined in Regulation D and that he was acquiring the shares for his own account and for investment. A copy of such subscription agreement was filed as Exhibit 4.1 to our Registration Statement on Form S-1 No. 333-161365. No underwriter or placement agent participated in the foregoing transactions, and no underwriting discounts or commissions were paid, nor was any general solicitation or general advertising conducted. The securities bear a restrictive legend and stop transfer

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instructions are noted on our stock transfer records. The offering was, accordingly, exempt by reason of Section 4(6) of the Act.

In June 2011 we issued 500,000 post stock split shares in connection with the PPA.  The transaction was privately negotiated and exempt under Section 4(2) of the Act.  The certificate issued reflects the restriction under the Securities Act and we maintain Stop Transfer Instructions with respect thereto.

On October 11, 2011, the Company executed a Share Issuance Agreement with American Gold Holdings, Ltd. (“AGH”) that allows the Company to issue its equity in Units with each unit comprised of one share of common stock and a warrant to purchase one share of common stock.  The issue price of the Unit will be the greater of $0.45 or 90% of the volume weighted average of the closing price of common stock, for the five (5) banking days immediately preceding the date of the notice, as quoted on OTC markets, or other source of stock quotes as agreed to by both parties. The exercise price of the Warrants will be 130% of the price of the Unit and the term of the Warrants will be three (3) years from the date of issuance.

The Share Issuance Agreement commits AGH to make Advances to the Company up to $ 15,000,000 in tranches of no more than $1,000,000 each and in multiples of $25,000 until October 11, 2013 (the completion date) or to be extended for an additional term of up to twelve (12) months at the option of the Company or AGH upon written notice on or before the completion date.

On October 28, 2011 and November 12, 2011, the Company issued Advance Notice to and received the funds from AGH of $100,000 and $200,000, respectively. The Company issued 222,222 and 444,444 Units consisting (i) one share of the Company’s common stock and (ii) a warrant to purchase one share of the Company’s common stock exercisable at $130% of the price of the Unit per share expiring three (3) years from the date of issuance at $0.45 per Unit for the advances.

On December 15, 2011, the Company issued Advance Notice to and received the funds from AGH of $100,000. The Company issued 101,010 Units consisting (i) one share of the Company’s common stock and (ii) a warrant to purchase one share of the Company’s common stock exercisable at $130% of the price of the Unit per share expiring three (3) years from the date of issuance at $0.99 per Unit for the advance.

On February 7, 2012 and February 8, 2012, the Company issued Advance Notice to and received the funds from AGH of $25,000 and $220,000, respectively. The Company issued 55,556 and 500,000 Units consisting (i) one share of the Company’s common stock and (ii) a warrant to purchase one share of the Company’s common stock exercisable at $130% of the price of the Unit per share expiring three (3) years from the date of issuance at $0.45 per Unit for the advances.

On March 21, 2012, 2012, the Company issued Advance Notices to and received the funds from AGH of $50,000. The Company issued 111,111 Units consisting of (i) one share of the Company’s common stock and (ii) a warrant to purchase one share of the Company’s common stock exercisable at $130% of the price of the Unit per share expiring three (3) years from the date of issuance at $0.45 per Unit for the advances.

On April 23, 2012, the Company issued Advance Notices to and received the funds from AGH of $100,000. The Company issued 222,222 Units consisting of (i) one share of the Company’s common stock and (ii) a warrant to purchase one share of the Company’s common stock exercisable at $130% of the price of the Unit per share expiring three (3) years from the date of issuance at $0.45 per Unit for the advances.

On May 18, 2012, the Company issued Advance Notices to and received the funds from AGH of $75,000. The Company issued 166,667 Units consisting of (i) one share of the Company’s common stock and (ii) a warrant to purchase one share of the Company’s common stock exercisable at $130% of the price of the Unit per share expiring three (3) years from the date of issuance at $0.45 per Unit for the advances.

On June 5, 2012, the Company issued Advance Notices to and received the funds from AGH of $100,000. The Company issued 222,222 Units consisting of (i) one share of the Company’s common stock and (ii) a warrant to purchase one share of the Company’s common stock exercisable at $130% of the price of the Unit per share expiring three (3) years from the date of issuance at $0.45 per Unit for the advances.

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On June 11, 2012, the Company issued Advance Notices to and received the funds from AGH of $100,000. The Company issued 222,222 Units consisting of (i) one share of the Company’s common stock and (ii) a warrant to purchase one share of the Company’s common stock exercisable at $130% of the price of the Unit per share expiring three (3) years from the date of issuance at $0.45 per Unit for the advances.

In each of the above instances, the recipients of the shares evidenced their investment intent in writing.

ITEM 6.  SELECTED FINANCIAL DATA.

Not applicable

ITEM 7.  MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND REULTS OF OPERATION.

Overview

Shortly after the end of our fiscal year we changed our business. Accordingly, a discussion of our limited results during the year ended March 31, 2011 is of no value in determining our future prospects.

RESULTS OF ORPERATIONS:

Because we are in an exploratory stage and because we were not in the mineral exploration business last year, year to year comparisons are not meaningful.  Our plan is to continue to develop and evaluate our properties during the current year.

LIQUIDITY AND CAPITAL RESOURCES

Our plan is to acquire potential mineral producing properties by paying the bulk of the purchase price in our stock and to fund our operations through the private sale of our stock.  We have acquired several properties to date, but cannot give any assurance that we will be able to successfully sell stock at levels to meet our obligations under our property acquisition agreements. We had only cash on hand of $4,369 at March 31, 2012.

On October 11, 2011, we executed a Share Issuance Agreement with American Gold Holdings, Ltd. (“AGH”) that allows us to sell our shares in Units each unit comprised of a share of our common stock and a common stock purchase warrant.  The issue price of the Unit will be the greater of $0.45 or 90% of our share price as determined under the agreement and the exercise price of the Warrants will be 130% of the price of the Unit and the Warrants will be of three years duration.  The Share Issuance Agreement commits AGH to purchase up to $15,000,000 of Units in tranches of no more than $1,000,000 each and in multiples of $25,000 on five days notice from us.  This description of the Share Issuance Agreement is qualified in its entirety by reference to the Share Issuance Agreement which is an exhibit hereto.  Through July 11, 2012 we have received $1,125,000 under the Share Issuance Agreement and have issued or are obligated to issue a total of 2,378,788 shares.

Critical Accounting Policies

(a) Evaluation of Disclosure Controls and Procedures

Section 404 of the Sarbanes-Oxley Act of 2002 requires that management document and test the Company’s internal control over financial reporting and include in this Annual Report on Form 10-K a report on management’s assessment of the effectiveness of our internal control over financial reporting.

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Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rule 13a-15(f) of the Exchange Act.  Under the supervision and with the participation of our management, including Lynn Harrison, our chief executive officer and chief financial officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based upon the framework in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).  Based on that evaluation, our management concluded that our internal control over financial reporting is not effective as of March 31, 2012. This was due to deficiencies that existed in the design or operation of our internal control over financial reporting that adversely affected our internal controls and that may be considered to be material weaknesses.

The matters involving internal control over financial reporting that our management considered to be material weaknesses under the standards of the Public Company Accounting Oversight Board were: (1) lack of a functioning audit committee due to a lack of a majority of independent members and a lack of a majority of outside directors on our board of directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures; (2) inadequate segregation of duties consistent with control objectives of having segregation of the initiation of transactions, the recording of transactions and the custody of assets; and (3) ineffective controls over period end financial disclosure and reporting processes.  The aforementioned material weaknesses were identified by our Chief Executive Officer in connection with the review of our financial statements as of March 31, 2012.

To address the material weaknesses set forth in items (2) and (3) discussed above, management performed additional analyses and other procedures to ensure that the financial statements included herein fairly present, in all material respects, our financial position, results of operations and cash flows for the periods presented.

This annual report does not include an attestation report of our independent registered public accounting firm regarding internal control over financial reporting.  Management’s report was not subject to attestation by our registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit us to provide only management’s report in this annual report.

Management's Remediation Initiatives

In an effort to remediate the identified material weaknesses and other deficiencies and enhance our internal controls, we have initiated, or plan to initiate, the following series of measures:

We will increase our personnel resources and technical accounting expertise within the accounting function when funds are available to us.  First, we will create a position to segregate duties consistent with control objectives of having separate individuals perform (i) the initiation of transactions, (ii) the recording of transactions and (iii) the custody of assets.  Second, we will create a senior position to focus on financial reporting and standardizing and documenting our accounting procedures with the goal of increasing the effectiveness of the internal controls in preventing and detecting misstatements of accounting information. Third, we plan to appoint one or more outside directors to our board of directors who shall be appointed to an audit committee resulting in a fully functioning audit committee who will undertake the oversight in the establishment and monitoring of required internal controls and procedures such as reviewing and approving estimates and assumptions made by management when funds are available to us.

Management believes that the appointment of one or more outside directors, who shall be appointed to a fully functioning audit committee, will remedy the lack of a functioning audit committee and a lack of a majority of outside directors on our Board.

We anticipate that these initiatives will not be implemented prior to such time as we leave the exploratory stage of development and have additional resources available to us.

(b) Changes in Internal Controls

There were no changes in our internal controls and procedures in internal control over financial reporting that occurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.

ITEM 7A.  QUANTITATIVE and QUALITATIVE DISCLOSURES about MARKET RISK.

Not applicable.

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ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

Our financial statements for the fiscal years ended March 31, 2012 and 2011 and the reports thereon of Li & Company PC, respectively are included in this annual report.

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of

Liberty Gold Corp.

(An Exploration Stage Company)

Phoenix, Arizona

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States).  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.  The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.  Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purposes of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.  Accordingly, we express no such opinion.  An audit includes examining on a test basis, evidence supporting the amount and disclosures in the 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 financial statements referred to above present fairly, in all material respects, the financial position of the Company as of March 31, 2012 and 2011, and the related statements of operations, equity (deficit) and cash flows for the fiscal years then ended and for the period from April 5, 2011 (date of entry into exploration) through March 31, 2012 in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern.  As discussed in Note 3 to the financial statements, the Company had an accumulated deficit at March 31, 2012 and a net loss and net cash used in operating activities for the fiscal year then ended.  These factors raise substantial doubt about the Company’s ability to continue as a going concern.  Management’s plans in regards to these matters are also described in Note 3.  The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/Li & Company, PC

Li & Company, PC

Skillman, New Jersey

July 16, 2012

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Liberty Gold Corp.

(An Exploration Stage Company)

March 31, 2012 and 2011

Notes to the Financial Statements

Note 1 – Organization and Operations

IBOS, Inc.

IBOS, Inc. (“IBOS”) was incorporated as a Subchapter S corporation on April 11, 2006 under the laws of the State of California.  It was converted into a C corporation, incorporated in the State of Delaware on March 5, 2009, in a transaction in which the newly-formed corporation issued an aggregate of 9,000,000 shares of common stock to the former stockholders of the S corporation for all of the issued and outstanding shares of IBOS.  All shares were held by and all shares of common stock were issued to IBOS’s stockholders and President and Chief Executive Officer, Chief Technology Officer and Chief Financial Officer.  No cash consideration was paid.  No value was given to the shares issued by the newly formed corporation.  Therefore, the shares were recorded to reflect the $.0001 par value and additional paid-in capital was recorded as a negative amount ($900).

IBOS applied paragraph 505-10-S99-3 of the FASB Accounting Standards Codification (formerly Topic 4B of the Staff Accounting Bulletins (“SAB”) (“SAB Topic 4B”) issued by the United States Securities and Exchange Commission (the “SEC”)), by reclassifying all of IBOS’s undistributed earnings and losses to additional paid-in capital as of March 5, 2009.

The accompanying financial statements have been prepared as if IBOS had its corporate capital structure as of the first date of the first period presented.

IBOS provided web-based comprehensive selection of electronic medical claims processing and collection solutions to the healthcare provider industry prior to April 5, 2011.  IBOS had minimal operations between April 1, 2011 and April 4, 2011.

Change in Control and Scope of Business

On April 5, 2011, a Stock Purchase Agreement (the “SPA”) by and among IBOS’s three officers and directors Deepak Danavar, Ravi Sharma, and James Villalobos, the Company and Lynn Harrison (“LH”) was executed and a closing was held under the SPA.  Pursuant to the SPA (i) LH purchased an aggregate of 8,280,000 shares of common stock of the Company (87% of the outstanding shares) from Messrs. Danavar, Sharma and Villalobos for an aggregate purchase price of $370,000.00; (ii) the Company disposed of its California subsidiary by transferring its shares to Messrs. Danavar, Sharma and Villalobos;  (iii) LH was elected the sole director of the Company; (iv) LH was elected President and CEO of the Company and Frank J. Hariton was elected secretary of the Company; and (v) Messrs Danavar, Sharma and Villalobos each resigned as officers and directors of the Company. Additionally as part of the change in control the former shareholders agreed to forgive debts outstanding to them totaling $30,544 which have been recorded as contributed capital.  As part of the Stock Purchase transaction the Company transferred to a newly-formed company controlled by IBOS’s three officers and directors Deepak Danavar, Ravi Sharma, and James Villalobos, the Company’s three former officers and directors (the “Buyers”), certain operating assets associated with the operations of IBOS’s electronic medical claims processing and collection solutions, subject to related liabilities (the “Business”).  Pursuant to the terms of SPA, the assumption by the Buyer of all liabilities and debts of IBOS which relate to or arise out of the operations of the Business and

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the indemnification by the Buyer of all losses, liabilities, claims, damages, costs and expenses that may be suffered by IBOS at any time which arise out of the operations of the Business.  Loss from disposal of the discontinued operations amounted to $8,067.

Upon acquisition of certain gold mine properties on April 5, 2011 IBOS decided to engage in the business of acquiring, exploring and developing mineral properties.

The financial statements for the interim period ended March 31, 2011 have been presented to give retroactive effect to the discontinuance of the discontinued operations.

Surrender of Common Shares from Principal Stockholder upon Change in Control

On April 21, 2001, Lynn Harrison, President, CEO and principal shareholder of the Company, surrendered 351,900,000 shares of common stock owned by her, thus reducing her ownership from 414,000,000 shares to 62,100,000 shares and reducing the Company’s issued and outstanding common shares from 476,000,000 shares to 124,100,000 shares.

All shares and per share amounts in the financial statements have been adjusted to give retroactive effect to the surrender of those common shares.

Amendment to the Certificate of Incorporation

On April 26, 2011, IBOS filed a Certificate of Amendment of Certificate of Incorporation, and (i) changed its name to Liberty Gold Corp. (“Liberty Gold” or the “Company”) upon the acquisition of certain gold mine properties; (ii) increased its total number of shares of all classes of stock which the Company is authorized to issue from One Hundred and Five Million (105,000,000) shares, inclusive of Five Million (5,000,000) shares of Preferred Stock, par value $.0001 per share, and One Hundred Million (100,000,000) shares of Common Stock, par value $.0001 per share, to Two Hundred Fifty Five Million (255,000,000) shares, inclusive of Five Million (5,000,000) shares of Preferred Stock, par value $.0001 per share, and Two Hundred Fifty Million (250,000,000) shares of Common Stock, par value $.0001 per share; and (iii) effectuated a 50-for-1 (1:50) forward stock split (the “Stock Split”).

All shares and per share amounts in the financial statements have been adjusted to give retroactive effect to the Stock Split.

Note 2 – Summary of Significant Accounting Policies

Basis of presentation

Reclassification

Certain amounts in the prior period financial statements have been reclassified to conform to the current period presentation.   These reclassifications had no effect on reported losses.

Exploration Stage Company

Upon acquisition of certain gold mine properties on April 5, 2011 the Company decided to engage in the business of acquiring, exploring and developing mineral properties.  Although the Company acquired

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mineral properties, a substantial portion of the Company’s activities has involved establishing the business and the Company has neither started exploring the mineral properties, nor generated any revenue to date.  Upon entry into mining exploration business the Company became an exploration stage company as defined by section 915-10-20 of the FASB Accounting Standards Codification.  All losses accumulated since inception have been considered as part of the Company’s exploration stage activities.

Use of Estimates and Assumptions

The preparation of financial statements in conformity with U.S. 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 reporting amounts of revenues and expenses during the reporting period.

The Company’s significant estimates and assumptions include the fair value of financial instruments; the carrying value, recoverability and impairment of long-lived assets, including the values assigned to and the estimated reserves, dismantlement, restoration and abandonment costs, which are net of estimated salvage values of mineral properties; income tax rate, income tax provision, deferred tax assets, and valuation allowance of deferred tax assets; and the assumption that the Company will continue as a going concern.  Those significant accounting estimates or assumptions bear the risk of change due to the fact that there are uncertainties attached to those estimates or assumptions, and certain estimates or assumptions are difficult to measure or value.

Management bases its estimates on historical experience and on various assumptions that are believed to be reasonable in relation to the financial statements taken as a whole 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.

Management regularly evaluates the key factors and assumptions used to develop the estimates utilizing currently available information, changes in facts and circumstances, historical experience and reasonable assumptions. After such evaluations, if deemed appropriate, those estimates are adjusted accordingly.

Actual results could differ from those estimates.

Fair Value of Financial Instruments