UNITED STATES
 SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 
 FORM 10-Q
 
 x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
 For the quarterly period ended September 30, 2013
 
 OR
 
  ̈ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
 For the transition period from ___________ to __________
 
 Commission File No.  000-27739
 
 MINERALRITE CORPORATION
 (Exact name of registrant as specified in its charter)
 
 Nevada
90-0315909(State or other jurisdiction of
(I.R.S. Employerincorporation or organization)
Identification No.)
 
 55 South Geneva Road
 Lindon, Utah 84042
 (Address of principal executive offices, zip code)
  801-796-8944
 (Registrant’s telephone number, including area code)
   (Former name, former address and former fiscal year,
 if changed since last report)
 
 Indicate by check mark whether the issuer (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 o
 
 Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
 Yes  x      No o
 
 Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.  (check one):
 
 Large accelerated filer
o

Accelerated filer
oNon-accelerated filer
o
(Do not check if a smaller reporting company)
Smaller reporting company
x
 
 Indicate by check mark whether the registrant is a shell company (as defined in Exchange Act Rule 12b-2 of the Exchange Act):
 Yes  o      No x
 
 
 Table of Contents
 
 
 APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
 PROCEEDINGS DURING THE PRECEDING FIVE YEARS:
 
 Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.
 Yes  o      No o
 
 APPLICABLE ONLY TO CORPORATE ISSUERS
 
 The number of shares of Common Stock, $0.001 par value, outstanding on November 18, 2013 was 55,239,900.
 
  
 TABLE OF CONTENTS
 
 PAGEPART I
FINANCIAL INFORMATION
1ITEM 1.
FINANCIAL STATEMENTS
1ITEM 2.
MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
23ITEM 3.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
27ITEM 4.
CONTROLS AND PROCEDURES
27PART II
OTHER INFORMATION
27ITEM 1.
LEGAL PROCEEDINGS
27ITEM 1A.
RISK FACTORS
27ITEM 2.
UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
28ITEM 3.
DEFAULTS UPON SENIOR SECURITIES
28ITEM 4.
MINE SAFETY DISCLOSURES
28ITEM 5.
OTHER INFORMATION
28ITEM 6.
EXHIBITS
28
 
              ii
 Table of Contents
   PART I — FINANCIAL INFORMATION
 
 ITEM 1.     FINANCIAL STATEMENTS




MINERALRITE CORPORATION AND SUBSIDIARYUNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETSSeptember 30,


December 31,2013


2012ASSETSCurrent assets:Cash and cash equivalents

$
47,929


$
9,330Accounts receivable


30,112



31,019Inventories


57,467



-Prepaid services


959,666



143,000Loans receivable - related party


140,000



-Total current assets


1,235,174



183,349Property and equipment:Equipment


99,750



-Furniture and fixtures


8,701



1,851Construction in progress


17,184



-Less: accumulated depreciation


(13,431
)


(1,851
)Total property and equipment, net


112,204



-Other assets:Proved oil and gas properties, full cost method


376,222



533,140Less: accumulated depletion


(132,712
)


(231,082
)Unproved oil and gas properties


1,658



1,658Prepaid services- long-term portion


1,256,745



262,054Intangible assets


886,877



-Website development, net


5,792



9,879Investment in unconsolidated subsidiary


85,000



-Deferred offering costs


-



19,415Total other assets


2,479,582



595,064Total assets

$
3,826,960


$
778,413




The accompanying notes are an integral part of these financial statements
  1
 Table of Contents






MINERALRITE CORPORATION AND SUBSIDIARYUNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS(Continued)September 30,


December 31,2013


2012LIABILITIES & STOCKHOLDERS' DEFICITCurrent liabilities:Accounts payable

$
276,995


$
203,621Accrued payroll


3,785



-Royalties due stockholders


17,088



11,982Consulting fee payable


8,000



-Customer deposits


69,075



-Convertible debt, including accrued interest,net of discounts


263,536



-Debt and other obligations due related parties


350,754



392,546Notes payable - other


275,317



-Derivative liabilities


375,184



-Total current liabilities


1,639,734



608,149Long-term liabilities:Asset retirement obligation


8,773



11,994Total long-term liabilities


8,773



11,994Total liabilities


1,648,507



620,143Stockholders' Deficit:Preferred stock, par value $.001authorized 10,000,000 sharesno shares issued at September 30, 2013and December 31, 2012


-



-Common stock, par value $.001Issued 56,939,900 shares at September 30, 2013and 44,559,900 shares at December 31, 2012


56,940



44,560Additional paid-in capital


9,880,555



6,395,877Accumulated deficit


(7,742,520
)


(6,266,031
)Other comprehensive gain/(loss)


(16,522
)


(16,136
)Total stockholders' deficit


2,178,453



158,270Total liabilities and stockholders' deficit

$
3,826,960


$
778,413




The accompanying notes are an integral part of these financial statements
  2
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MINERALRITE CORPORATION AND SUBSIDIARYUNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONSFor the Three Months Ended


For the Nine Months EndedSeptember 30,


September 30,2013


2012


2013


2012Net revenue from oil and gas activities

$
31,229


$
71,802


$
117,114


$
281,986Net revenue from mining equipment manufacturingactivities


164,568



-



359,058



-Total revenues


195,797



71,802



476,172



281,986Cost of salesOil production activities


30,704



48,670



72,624



133,627Mining equipment manufacturing activities


153,481



-



329,107



-Total cost of sales


184,185



48,670



401,731



133,627Gross profit (loss)


11,612



23,132



74,441



148,359Operating expensesRoyalty expense


17,817



21,825



54,988



117,432Related party consulting fees (including stock basedcompensation) *


85,578



45,000



203,987



135,000Related party rent expense


8,456



3,956



24,789



11,909Professional fees


74,526



36,154



205,461



186,816General & administrative (including non-cashcompensation)*


300,437



6,175



753,849



15,092Total operating expenses


486,814



113,110



1,243,074



466,249Loss from operations


(475,202
)


(89,978
)


(1,168,633
)


(317,890
)Other income (expenses)Gain on extinguishment of debt


-



437,883



-



437,883Other income


-



-



4,039



-Interest expense


(56,247
)


(3,291
)


(73,598
)


(28,517
)Change in fair value of derivative liabilities


(118,618
)


-



(238,297
)


-Total other income (expense)


(174,865
)


434,592



(307,856
)


409,366Net Income (loss) before income taxes

$
(650,067
)

$
344,614


$
(1,476,489
)

$
91,476Provision for income taxes


-



-



-



-Net Income (loss)


(650,067
)


344,614



(1,476,489
)


91,476Other comprehensive incomeForeign currency translation adjustment


(287
)


(5,774
)


(375
)


12,508Total comprehensive income (loss)

$
(650,354
)

$
338,840


$
(1,476,864
)

$
103,984Net income (loss) per common share:Income (loss) per share - Basic and diluted

$
(0.01
)

$
0.34


$
(0.03
)

$
0.09Weighted average shares outstanding


56,327,943



1,006,653



53,496,237



1,059,825* Details of stock based compensation included within:Related party consulting fees

$
70,792


$
-


$
189,202


$
-General and administrative


229,125



-



509,441



-Total

$
299,917


$
-


$
698,643


$
-






The accompanying notes are an integral part of these financial statements
  3
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MINERALRITE CORPORATION AND SUBSIDIARYUNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWSFor the Nine Months EndedSeptember 30,2013


2012CASH FLOWS FROM OPERATING ACTIVITIES:Net Income (loss)

$
(1,476,489
)

$
91,476Adjustments to reconcile net income (loss) tonet cash provided by (used in) operating activities:Amortization


3,834



-Depreciation


10,231



-Depletion


21,442



48,647Gain on settlement of indebtedness


-



(437,883
)Amortization of discounts on convertible debt charged to interest expense


53,149



-Offering costs charged to operations






98,357Stock based compensation


698,643



-Change in fair value of derivative liabilities


238,297



-(Increase) decrease in accounts receivable


10,740



21,694(Increase) decrease in inventories


41,802



-(Increase) decrease in other assets






(1,322
)Increase (decrease) in accrued interest on notes and loans payable


19,563



28,517Increase (decrease) in accounts payable and accrued expenses


116,420



55,753Increase (decrease) in royalties due stockholders






(17,576
)Increase (decrease) in customer deposits


6,965



-Increase (decrease) in related party debt and other obligations


(28,686
)


84,500Increase in asset recovery obligation


785



-Net cash (used in) operating activities


(283,304
)


(27,837
)CASH FLOWS FROM INVESTING ACTIVITIES:Investment in oil and gas properties


-



9,681Equipment purchase


(2,000
)


-Cost of construction


(17,184
)


-Acquisition of shareholder's interest in oil lease


(300
)


-Investment in unconsolidated subsidiary


(85,000
)


-Net cash provided by investing activities


(104,484
)


9,681CASH FLOWS FROM FINANCING ACTIVITIES:Cash received in acquisition of Goldfield International, Inc.


127,056



-Proceeds from issuance of common stock


54,000



-Deferred offering costs


-



(12,210
)Payment in connection with settlement of indebtedness


-



(2,461
)Proceeds from issuance of convertible debt


353,500



-Advances from unrelated third party


92,000



-Loan advances from officer


30,700



-Loan repayments to officer


(30,700
)


-Advances to unconsolidated subsidiary


(140,000
)


-Payment of accrued distribution due former shareholder of GoldfieldInternational, Inc.


(60,000
)


-Net cash provided by (used in) financing activities


426,556



(14,671
)Effect of exchange rates on cash


(169
)


(698
)Net (decrease) in cash and cash equivalents


38,599



(33,525
)Cash and cash equivalents - beginning of period


9,330



42,890Cash and cash equivalents - end of period

$
47,929


$
9,365SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:Cash paid during the year for:Interest

$
886


$
-Income taxes

$
-


$
-SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTINGAND FINANCING ACTIVITIES:Value of stock based offering costs charged to expense

$
-


$
98,357Value of 2,000,000 shares of common stock issued in exchange of100% interest in Goldfield  International, Inc.

$
900,000


$
-Value of 8,700,000 shares of common stock issued for consulting services

$
2,486,000


$
-Value of 600,000 shares of common stock issued cancellation of past dueaccount and legal fees

$
30,000


$
-Discounts recorded on issuance of convertible debt

$
22,471


$
-Fair value of derivative liabilities recognized on issuance ofconvertible debt (Note 7)

$
91,887


$
-Net loss on sale of oil leases charged against the capitlized cost center

$
119,813






The accompanying notes are an integral part of these financial statements
  4
 Table of Contents






MINERALRITE CORPORATION AND SUBSIDIARY
 NOTES TO FINANCIAL STATEMENTS
 FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2013 AND 2012
   NOTE 1 – ORGANIZATION AND BASIS OF PRESENTATION


Organization, History and Business
 
 MineralRite Corporation (“the Company”) was incorporated in Nevada on October 22, 1996 under its original name PSM Corp.  The Company changed its emphasis to the exploration and development of natural resources and on November 23, 2005 changed its name to Royal Quantum Group, Inc. On October 18, 2012, the Company again changed its name from Royal Quantum Group, Inc. to MineralRite Corporation. On August 31, 2012, the Company declared a 50-for-1 reverse stock split of its common stock. All references in the accompanying financials to the number of shares outstanding and per-share amounts have been restated to reflect this stock split.
  On March 1, 2013, the Company acquired 100% of the total shares outstanding of Goldfield International, Inc. (“Goldfield”) in exchange for issuing 2,000,000 shares of its common stock. The acquisition was based the fair value of the shares issued amounting to $900,000. The accompanying unaudited condensed financial statements include the accounts and balances of the Company and also of Goldfield since the date of its acquisition. Goldfield is in the business of manufacturing gold mining equipment.
  On April 24, 2013, the Company entered into a joint venture agreement with CSI Export and Import (“CSI”) to mine copper ore on leased acreage in Chiapas, Mexico. For $100,000, the Company acquired a 50% in the joint venture which has a 25% participation interest in the production and sale of the indicated copper ore. The Company accounts for its investment in with CSI under the equity method pursuant to ASC Topic 323-30.
  Basis of Presentation
  The accompanying unaudited condensed consolidated financial statements contain all adjustments (consisting only of normal recurring adjustments) which, in the opinion of management, are necessary to present fairly the financial position of the Company as of September 30, 2013, and the results of its operations and cash flows for the three and nine months ended September 30, 2013 and 2012. Certain information and footnote disclosures normally included in financial statements have been condensed or omitted pursuant to rules and regulations of the U.S. Securities and Exchange Commission (the “Commission”). The Company believes that the disclosures in the unaudited condensed consolidated financial statements are adequate to make the information presented not misleading. However, the unaudited condensed consolidated financial statements included herein should be read in conjunction with the financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31 2012 filed with the Commission on April 16, 2013.
 
 Going Concern
 
 The Company’s unaudited consolidated financial statements have been prepared on a going concern basis which contemplates the realization of assets and the liquidation of liabilities in the ordinary course of business.  The Company has incurred substantial losses from operations and has a working capital deficit, which history and circumstance raise substantial doubt as to the Company’s ability to continue as a going concern. For the nine months ended September 30, 2013, the Company had a net loss of $1,476,489 and accumulated deficit of $7,742,520. The Company has raised sufficient funds through the private sale of participating units to acquire working interests in nine oil and gas wells. Three of the wells are currently producing as of September 30, 2013.  Total gross revenue generated from the Company’s oil and gas activities during the nine months ended September 30, 2013 amounted to $117,114. During the three months ended September 30, 2013,
 
 
 5
 Table of Contents
 
  MINERALRITE CORPORATION AND SUBSIDIARY
 NOTES TO FINANCIAL STATEMENTS
 FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2013 AND 2012
 
 the Company sold three of its oil and gas leases to the Operator in exchange for $8,000 and the cancellation of debt due the Operator for lease operating costs totaling $25,399.  In addition, the Company on March 1, 2013 acquired Goldfield International, Inc. which had net sales for the seven months ended September 30, 2013 of $359,058 and gross profit during the seven month period of $29,951.  The net revenue generated from current operations in not sufficient to pay Company debts currently due or to fund future operations. The Company is seeking to raise additional funds; however, there is no assurance that the necessary funds will be raised or even if the funds are raised, that the funds received will be to sufficient to fund future operations until such time that the Company’s operations become profitable. Until such time as funding is obtained and/or positive results from operations materialize, doubt about the Company’s ability to continue as a going concern may remain.
 
 
 NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 
 Reclassification
 
 Certain reclassifications have been made to conform the 2012 amounts to the 2013 classifications for comparative purposes.
 
 Principles of Consolidation
 
 The accompanying consolidated financial statements include the accounts of MineralRite Corporation and its wholly-owned subsidiary, Goldfield International, Inc. (acquired on March 1, 2013. see Note 3) Intercompany transactions and balances have been eliminated in consolidation.
 
 Cash and Cash Equivalents
 
 For purposes of the statement of cash flows, the Company considers all highly liquid debt instruments purchased with a maturity of three months or less to be cash equivalents to the extent the funds are not being held for investment purposes.
 
 Use of Estimates
 
 The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.
 
 Accounts Receivable
 
 Accounts receivable are reported at the customer’s outstanding balances less any allowance for doubtful accounts.  Interest is not accrued on overdue accounts receivable.
 
 Allowance for Doubtful Accounts
 
 An allowance for doubtful accounts on accounts receivable is charged to operations in amounts sufficient to maintain the allowance for uncollectible accounts at a level management believes is adequate to cover any probable losses.  Management determines the adequacy of the allowance based on historical write-off percentages and information collected from individual customers.  Accounts receivable are charged off against the allowance when collectability is determined to be permanently impaired.  Management has determined that as of September 30, 2013, no allowances were required.
   6
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   MINERALRITE CORPORATION AND SUBSIDIARY
 NOTES TO FINANCIAL STATEMENTS
 FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2013 AND 2012
   Revenue Recognition
 
 Oil and gas production revenues are recognized at the point of sale. Sales and related costs are recognized on the full cost method at the time the product is shipped and title passes to the customer.
 
 Oil and Gas Properties
 
 The Company uses the full cost method of accounting under which all costs incurred in the acquisition, exploration and development of oil and natural gas reserves, including costs related to unsuccessful wells and estimated future site restoration and abandonment, are capitalized until such time as the aggregate of such costs net of accumulated depletion and oil and natural gas related deferred income taxes, on a country-by-country basis, equals the sum of 1) the discounted present value (at 10%), using prices as of the end of each reporting period on a constant basis, of the Company’s estimated future net cash flows from estimated production of proved oil and natural gas reserves as determined by independent petroleum consultants, less estimated future expenditures to be incurred in developing and producing the proved reserves but excluding future cash outflows associated with settling asset retirement obligations accrued on the balance sheet; plus 2) the cost of major development projects and unproven properties not subject to depletion, if any; plus 3) the lower of cost or estimated fair value of unproven properties included in costs subject to depletion; less 4) related income tax effects.  If net capitalized costs exceed this limit, the excess is expensed unless subsequent market price changes eliminate or reduce the indicated write-down in accordance with U.S. SEC Staff Accounting Bulletin (“SAB”) Topic 12D.  Depletion is computed using the units-of-production method whereby capitalized costs, net of estimated salvage values, plus estimated future costs to develop proved reserves and satisfy asset retirement obligations, are amortized over the total estimated proved reserves on a country-by-country basis.  Investments in major development projects are not depleted until either proved reserves are associated with the projects or impairment has been determined.
  Property and Equipment
  Property and equipment are stated at cost, less accumulated depreciation. Depreciation is provided over the five-year estimated useful life of the assets computed on the straight-line method.
  Gains and losses resulting from sales and dispositions of property and equipment are included in current operations. Maintenance and repairs are charged to operations as incurred.  Depreciation expense for the three months ended September 30, 2013, and 2012 amounted to $5,455 and $0, respectively, Depreciation expense for the nine months ended September 30, 2013, and 2012 amounted to $10,231 and $0, respectively.
  Foreign Currency Translation
  The Company's primary functional currency is the U.S. dollar.  For foreign operations whose functional currency is the local foreign currency, balance sheet accounts are translated at exchange rates in effect at the end of the period and income statement accounts are translated at average exchange rates for the period. Translation gains and losses are included as a separate component of stockholders’ deficit.
    7
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   MINERALRITE CORPORATION AND SUBSIDIARY
 NOTES TO FINANCIAL STATEMENTS
 FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2013 AND 2012
   Convertible Debentures
 
 If the conversion features of conventional convertible debt provides for a rate of conversion that is below market value at issuance, this feature is characterized as a beneficial conversion feature (“BCF”).  A BCF is recorded by the Company as a debt discount pursuant to ASC Topic 470-20 “Debt with Conversion and Other Options.” In those circumstances, the convertible debt is recorded net of the discount related to the BCF, and the Company amortizes the discount to interest expense, over the life of the debt using the effective interest method.
 
 Derivative Financial Instruments
 
 In the case of non-conventional convertible debt, the Company bifurcates its embedded derivative instruments and records them under the provisions of ASC Topic 815-15 “Embedded Derivatives.”  The Company’s derivative financial instruments consist of embedded derivatives related to non-conventional convertible notes (see Note 7).  The embedded derivative includes the conversion feature of the notes.  The accounting treatment of derivative financial instruments requires that the Company record the derivatives at their fair values as of the inception date of the respective agreement and at fair value as of each subsequent balance sheet date.  Any change in fair value will be recorded as non-operating, non-cash income or expense at each reporting date.  If the fair value of the derivatives is higher at the subsequent balance sheet date, the Company will record a non-operating, non-cash charge.  If the fair value of the derivatives is lower at the subsequent balance sheet date, the Company will record non-operating, non-cash income.
 
 Concentrations of Credit Risk
 
 The Company’s revenue is dependent upon the successful efforts of the respective well’s operator. Currently production from the Company’s six wells is sold to one customer.
  Loss per Share of Common Stock
  The Company reports earnings (loss) per share in accordance with Accounting Standards Codification “ASC” Topic 260-10, "Earnings per Share." Basic earnings (loss) per share is computed by dividing income (loss) available to common shareholders by the weighted average number of common shares available. Diluted earnings (loss) per share is computed similar to basic earnings (loss) per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. Diluted earnings (loss) per share has not been presented since the effect of the assumed conversion of warrants and debt to purchase common shares would have an anti-dilutive effect. Potential common shares as of September 30, 2013 that have been excluded from the computation of diluted net loss per share consist of Unit holders’ options to convert their respective oil revenue interests into a total 4,350 (post-split)  shares of the Company’s common stock and $214,500 of debt convertible into a variable number of common shares (See Note 7).  Potential common shares as of September 30, 2012 that have been excluded from the computation of diluted net loss per share consist of (a) warrants to purchase 14,000 (post-split) shares of the Company’s common stock and (b) Unit holders’ options to convert their respective oil revenue interests into a total 24,030 (post-split)  shares of the Company’s common stock.
   8
 Table of Contents
   MINERALRITE CORPORATION AND SUBSIDIARY
 NOTES TO FINANCIAL STATEMENTS
 FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2013 AND 2012
   Asset Retirement Obligations
 
 The Surface Mining Control and Reclamation Act of 1977 and similar state statutes require mine properties to be restored in accordance with specified standards. Accounting Standards Codification (“ASC”) Topic 410-20 requires recognition of an asset retirement obligation (“ARO”) for eventual reclamation of disturbed acreage remaining after mining has been completed. The Company records its reclamation obligations on a permit-by-permit basis using requirements as determined by the Office of Surface Mining of the U.S. Department of the Interior (“OSM”). The liability is calculated based upon the reclamation activities remaining after removal ceases, assuming that reclamation activities have been contemporaneous within state and federal guidelines during mining. A liability is recorded for the estimated future cost that a third party would incur to perform the required reclamation and mine closure discounted at the Company’s credit-adjusted risk-free rate. A corresponding increase in the asset carrying value of mineral rights is also recorded. The ARO asset is amortized on the units-of-production method over the proven and probable reserves associated with that permit.
  Long-Lived Assets
 
 The Company accounts for its long-lived assets in accordance with ASC No. 360, “Property, Plant and Equipment.” ASC No. 360 requires that long-lived assets be reviewed for impairment whenever events or changes in circumstances indicate that the historical cost carrying value of an asset may no longer be appropriate.  The Company assesses recoverability of the carrying value of an asset by estimating the future net cash flows expected to result from the asset, including eventual disposition.  If the future net cash flows are less than the carrying value of the asset, an impairment loss is recorded equal to the difference between the asset’s carrying value and fair value or disposable value. As of September 30, 2013, the Company does not believe there has been any impairment of its long-lived assets.
 
 Fair Value of Financial Instruments
 
 Pursuant to ASC No. 820, “Fair Value Measurements and Disclosures,” the Company is required to estimate the fair value of all financial instruments included on its balance sheet as of September 30, 2013. The Company’s financial instruments consist of cash, accounts receivables, payables, and other obligations.  The Company considers the carrying value of such amounts in the financial statements to approximate their fair value due to the short-term nature of the respective instrument.
 
 Income Taxes
 
 The Company accounts for its income taxes under the provisions of ASC No. 740 “Income Taxes.” The method of accounting for income taxes under ASC No. 740 is an asset and liability method. The asset and liability method requires the recognition of deferred tax liabilities and assets for the expected future tax consequences of temporary differences between tax bases and financial reporting bases of other assets and   liabilities.
  Recent Accounting Pronouncements
  The Company’s management has evaluated all recent accounting pronouncements since the last audit through the issuance date of these financial statements. In the Company’s opinion, none of the recent accounting pronouncements will have a material effect on the financial statements.
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 Table of Contents
   MINERALRITE CORPORATION AND SUBSIDIARY
 NOTES TO FINANCIAL STATEMENTS
 FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2013 AND 2012
   NOTE 3 – ACQUISITION OF GOLDFIELD INTERNATIONAL, INC.
 
 On March 1, 2013, the Company acquired the outstanding stock of Goldfield International, Inc., a manufacture of gold mining equipment and parts located in Lindon, Utah. The acquisition was a stock purchase and therefore encompasses all of Goldfield’s business operations.
  In exchange for Goldfield’s outstanding stock, the Company issued 2,000,000 shares of its common stock. The Company valued the acquisition at the fair value of the shares it issued amounting to $900,000.
  In addition, the Company entered into separate agreement to acquire the personal goodwill of the seller for $100,000 payable in three installments of $33,000 due April 1, 2013, $33,000 due May 1, 2013 and $34,000 due June 1, 2013. Interest accrues on any payment that is not paid within 10 days of its respective due date. As of November 15, 2013, no payments have been paid under this agreement and the Company accrued interest of $2,016 on this obligation during the three months ended September 30, 2013, which was charged to operations. Accrued interest for the nine months ended September 30, 2013 amounted to $3,317, which was charged to operations.
  We valued the assets acquired and liabilities assumed as follows:
 
 Current assets (including cash)

$
226,809Property and equipment


104,600Intangibles and goodwill


886,877Current liabilities, includingabove indicating $100,000 debt


(318,286
)Total purchase price

$
900,000
 
 Management is still in the process of determining the intangibles acquired and their respective fair values.
 
 
 NOTE 4 – INVESTMENT IN OIL & GAS PROPERTY
 
 In March 2011, the Company acquired an 8% working interest (6.4% Net Revenue Interest [“NRI”]) in the Haggard #5-17 well located in Noble County, Oklahoma, USA. The Company capitalized $35,844 in development of this well. The well’s production commenced in 2011 and is still currently producing. A royalty consisting of 60% of the net revenue received from the production of the well will be distributed proportionally to the well’s investors.
 
 In April and May 2011, the Company raised a total of $95,000 towards its share of the drilling and completion of the Bond #4 well through the issuance of 38 units. The Company has a 20% NRI in the Bond #4 well and each of the 38 units was priced at $2,500 per unit totaling $95,000 cash and consisted of 5,000 restricted common shares, a pro rata share of 60% of the net revenue generated from the production of the well, and warrants to purchase 10,000 shares of the Company’s common stock at $0.25 per share with an expiration date of October 2012. Each unit holder was granted the option to surrender their pro rata interest in the revenue from the well back to the company in exchange
 
 
 10
 Table of Contents
 
  MINERALRITE CORPORATION AND SUBSIDIARY
 NOTES TO FINANCIAL STATEMENTS
 FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2013 AND 2012
 
 
 for 5,000 restricted common shares per unit surrendered. This option is exercisable for a period of 36 months from the date the investor receives the first revenue check. Of the $95,000 received, the Company allocated $20,936 towards the value of the investors’ 60% interest in the Company’s share of the well’s net revenue and credited this amount against the $93,332 it has currently paid and capitalized towards the drilling cost of the well. A consulting fee in connection with the offering was paid through the issuance of 3.4 units. The capitalized cost of the well was further reduced by the consultant’s allocated share in the well’s net revenue by $1,873. In November 2011, the Company received a refund of $7,771 from the well operator of costs related to this well, which reduced the capitalized cost allocated to this well. Total capitalized costs related to this well are $60,732.
 
 In August 2011, the Company raised a total of $65,000 towards its share of the drilling and completion of the Chuck #1 well through the issuance of 26 units. The Company has a 20% NRI in the Chuck #1 well and each of the 26 units was priced at $2,500 per unit totaling $65,000 cash and consisted of 5,000 restricted common shares, a pro rata share of 60% of the net revenue generated from the production of the well, and warrants to purchase 10,000 shares of the Company’s common stock at $0.25 per share with an expiration date of February 2013. Each unit holder was granted the option to surrender their pro rata interest in the revenue from the well back to the company in exchange for 5,000 restricted common shares per unit surrendered. This option is exercisable for a period of 36 months from the date of acceptance of the Subscription Agreement. Of the $65,000 received, the Company allocated $15,394 towards the value of the investors’ 60% interest in the Company’s share of the well’s net revenue and credited this amount against the $59,015 it has currently paid and capitalized towards the drilling cost of the well. A consulting fee in connection with the offering was paid through the issuance of 2.6 units. The capitalized cost of the well was further reduced by the consultant’s allocated share in the well’s net revenue by $1,539. As of the date of this report, the Chuck #1 well is not in production. Total capitalized costs related to this well are $42,779.
  As of September 30, 2013, the Company’s accrued asset retirement obligation totaled $8,733. Accretion of the obligation charged to cost of oil and gas activities for the three months ended September 30, 2013 and 2012 amounted to $(3,593) and $0, respectively. Accretion of the obligation charged to cost of oil and gas activities for the Nine months ended September 30, 2013 and 2012 amounted to $(3,221) and $0, respectively. Depletion expense is also included in cost of oil and gas activities as reflected in the accompanying statements of operations. Depletion expense for the three months ended September 30, 2013 and 2012 amounted to $3,656 and $13,119, respectively. Depletion expense for the nine months ended September 30, 2013 and 2012 amounted to $21,442 and $48,467, respectively.
  In September 2013, the Company sold three leases to its operator for $8,000 and cancelation of debt owed the operator on past lease operating costs totaling $25,399. The net cost of the three wells that was charged against the oil properties cost center totaled $153,212.
  
 NOTE 5 – PREPAID SERVICES
 
 On February 4, 2013, the Company issued a total of 7,000,000 (post-split) shares of its common stock of to five individuals and five entities in exchange for consulting services, valued at $2,450,000. The $2,450,000 is being charged to operations over the three-year term of the respective agreement. Mr. Guy Peckham, the Company’s president, received 2,000,000 of the 7,000,000 shares issued. The 2,000,000 shares were valued at $700,000.
 
 On October 30, 2012, the Company issued a total of 33,000,000 (post-split) shares of its common stock of to five individuals and five entities in exchange for consulting services, valued at $429,000. The $429,000 is being charged to operations over the three-year term of the respective agreement. As indicated in Note 6, Mr. Guy Peckham, the Company’s president, received 11,500,000 of the 33,000,000 shares issued. The 11,500,000 shares were valued at $149,500.
   11
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   MINERALRITE CORPORATION AND SUBSIDIARY
 NOTES TO FINANCIAL STATEMENTS
 FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2013 AND 2012
   Consulting fees charged to operations during the three months ended September 30, 2013 and 2012 relating to these two transactions amounted to $239,917 and $0, respectively. Consulting fees charged to operations during the nine months ended September 30, 2013 and 2012 relating to these two transactions amounted to $638,643 and $0, respectively. The unamortized balance at September 30, 2013 was $2,216,411. Amortization expense over the remaining terms of the respective consulting agreement is as follows:
 
 September 30,2014

$
959,6672015


959,6662016


297,077$
2,216,411
 
 
 NOTE 6 – RELATED PARTY TRANSACTIONS
 
 The Company has entered into a month-to-month lease agreement with Trio Gold for an office in Calgary, Alberta, Canada. Trio Gold’s President is the father of Ron Ruskowsky, the former President and CEO of the Company, who is still managing the Company’s oil and gas operations. This lease can be canceled on one month’s written notice. The lease agreement was amended in February 2011 which increased rental payments from approximately $450 to $1,300 per month plus applicable taxes.  For the three months ended September 30, 2013 and 2012, rent expense amounted to $1,256 and $3,956 respectively. For the nine months ended September 30, 2013 and 2012, rent expense amounted to $9,589 and $11,909, respectively.
  The Company’s manufacturing facilities are being leased from the former sole shareholder of Goldfield on a month-to-month basis at $8,000 per month.
  In October 2012, Mr. Guy Peckham, the Company’s President, personally assumed $200,000 of the obligation the Company’s owes Santeo Financial for unpaid management fees. The $200,000 debt was not forgiven and the Company’s records indicate the $200,000 debt as being owed to Mr. Peckham as of December 31, 2012. The $200,000 is non-interest bearing, unsecured, and due on demand.  Mr. Ruskowsky, the Company’s former president, provided services through a consulting agreement that the Company had with Santeo Financial Corp (“Santeo”). Mr. Ruskowsky owns a controlling interest in Santeo.
  Under the terms a consulting agreement, the Company was required to pay Santeo $15,000 per month. The $15,000 monthly fee was accrued by the Company and was reduced by amounts actually paid. The consulting agreement terminated in August 2012. In October 2012, the balancing owing Santeo amounted to $397,193, of which $200,000 was personally assumed by Mr. Guy Peckham. The balance owed to Santeo as of the termination date, net of the assumed $200,000, amounted $197,193, which is being paid in monthly installments of $8,500. The remaining balance became fully due and payable on May 1, 2013 and remains unpaid and the Company is in default under the agreement.. Santeo’s consulting fees expensed for the three months ended September 30, 2013 and 2012 amounted to $0 and $45,000 respectively. Santeo consulting fees expensed for the nine months ended September 30, 2013 and 2012 amounted to $0 and $135,000 respectively.
   12
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   MINERALRITE CORPORATION AND SUBSIDIARY
 NOTES TO FINANCIAL STATEMENTS
 FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2013 AND 2012
   Santeo Financial and Mr. Peckham canceled the assignment of $200,000 of the Santeo debt that was assigned to Mr. Peckham and the $200,000 note payable from Mr. Peckham to Santeo and as a result the entire $397,193 was payable to Santeo. Santeo then assigned a portion of its interest in the Note to several third parties. In September 2013, Santeo and these third party creditors filed suit against the Company for collection. The total amount indicated as being owed by these creditors pursuant to their complaint amounts to $397,193. The parties agreed to settle the entire debt  for 30,000,000 shares of its common stock and the conveyance of its interests in its oil properties subject to court approval. The Court is currently considering the offer and is expected to rule on it before the end of the year.
  On October, 30 2012, the Company issued Mr. Guy Peckham, the Company’s current president 11,500,000 shares of its common stock for services. The 11,500,000 shares were valued at $149,500, which is being charged to operations over the three year term of the underlying agreement.
 
 On February 4, 2013, the Company issued Mr. Guy Peckham, the Company’s current president 2,000,000 shares of its common stock for services. The 2,000,000 shares were valued at $700,000, which is being charged to operations over the three year term of the underlying agreement.
 
 As of September 30, 2013, the Company owed Roger Janssen, an officer and director of the Company, $1,345 for services previously performed.
 
 During the nine months ended September 30, 2013, Mr. Guy Peckham has advanced the Company a total of $30,700 of which $30,700 was repaid during the same period. The advances are due on demand and bear interest at annual rate of 8% per annum. As of September 30, 2013, the Company repaid the full total amount of the advances and accrued interest of $698. Interest accrued during the three months and nine months ended September 30, 2013 amounted to $17 and $698, respectively.
 
 As of September 30, 2013, certain shareholders have advanced the Company a total of $19,845 that is payable on demand and is non-interest bearing.
 
 In connection with the acquisition of Goldfield, the Company entered into a consulting agreement with the former shareholder of Goldfield, whereby commencing May 1, 2013, the Company will pay him a consulting fee of $5,000 per month over the 30 month term of the agreement. The Company has not made any payments towards this obligation and $25,000 has been accrued and charged to expenses as of September 30, 2013.
 
 As discussed in Note 3, the Company entered into an agreement to acquire the personal goodwill of the former shareholder of Goldfield for $100,000 payable in three installments of $33,000 due April 1, 2013, $33,000 due May 1, 2013 and $34,000 due June 1, 2013. Interest accrues on any payment that is not paid within 10 days of its respective due date. The Company has not made any payments toward this obligation and has accrued of interest that was charged to operations for the three and nine months ended September 30, 2013 amounting to $2,016 and $3,317, respectively.
 
 During the three months ended September 30, 2013, the Company advanced CSI Export and Import $140,000, which is non-interest bearing and due on demand.
    13
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   MINERALRITE CORPORATION AND SUBSIDIARY
 NOTES TO FINANCIAL STATEMENTS
 FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2013 AND 2012
   NOTE 7 – CONVERTIBLE DEBT
 
 a.
On April 17, 2013, the Company borrowed $100,000 through the issuance of a convertible note. Under the terms of the note, the loan is assessed interest at a rate of 12% per annum and matures on April 17, 2014. The outstanding balance including principal and accrued interest is convertible in the Company’s common shares at a conversion price equal to the lessor of a) $0.20 per share; or b) 80% of the 30-day weighted average trading price of the Company’s common stock. As additional consideration, the lender was granted 5% of the Company’s net profits from its investment in CSI Imports & Export up to $50,000. The Company may prepay any portion owed with the payments first being applied to accrued interest and then to the net profit up to $50,000.



The Company accounted for the financing under ASC Topic 470-20 “Debt with Conversion and Other Options.”  The proceeds of the financing are required to be bifurcated between the fair value of the 5% net profit participating interest and the fair value of the convertible note using a relative fair value approach based upon the total amount of the $100,000 debt. The fair value of the net profit participating interest amounted to $22,471, which was classified to paid-in capital with an offset to discount. As the outstanding balance of the note is convertible into a number of variable common shares, the conversion feature accounted for under ASC Topic 815-15 “Embedded Derivative”.  The derivative component of the obligation was initially valued at $26,887 and classified under derivative liabilities with an offset to discounts on convertible debt. The total discount is being amortized to interest expense over the one-year term of the loan. In determining the indicated values, the Company used the Black Scholes Option Model with a risk-free interest rate of 0.13%, volatility of 200%, a trading price of $0.17 per share and conversion price to $0.2085 per share.



Interest accrued on the above convertible debt and charged to interest expense for the three and nine months ended September 30, 2013 was $3,025 and $5,427, respectively. Amortization of the discount for the three months and nine month ended September 30, 2013 totaled $12,518 and $22,894, respectively, that was charged to interest expense. The balance of the convertible note at September 30, 2013, including accrued interest, net of the discount was $78,994.
  b.
The Company entered into an agreement with an unrelated third party to borrow up to a maximum of $315,000. On June 19, 2013 (the effective date of the agreement), the Company received the initial advance $65,000. The Company received an additional advance of $25,000 on September 26, 2013. Further advances are solely at the discretion of the lender. In consideration for the funds borrowed, the Company is assessed a loan fee equal to 10% of the funds advanced and a closing and due diligence fee equal to 8% of the amount advanced. The outstanding balance including principal, accrued interest, and fees are convertible in the Company’s common shares at a conversion price equal to the lessor of a) $0.05 per share; or b) 60% of the lowest trade price in the 25 trading days prior to conversion. There is no interest charged for the first ninety days. However If the amounts due under this obligation is not fully paid with the ninety days, the total amount outstanding including accrued interest and fees will be assessed a one-time interest charge  of 12%. The Company accrued interest during the three months ended September 30, 2013 of $9,204, which was charged to operations.
   14
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   MINERALRITE CORPORATION AND SUBSIDIARY
 NOTES TO FINANCIAL STATEMENTS
 FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2013 AND 2012
 The Company accounted for the financing under ASC Topic 470-20 “Debt with Conversion and Other Options.” The proceeds of the financing are required to be bifurcated based upon the fair value of the convertible note using a relative fair value approach based upon the total amount of the $106,200 debt ($90,000 advances plus fees totaling $16,200). As the outstanding balance of the note is convertible into a number of variable common shares, the conversion feature accounted for under ASC Topic 815-15 “Embedded Derivative.”  The derivative component of the obligation was initially valued at $90,000 (the fair value cannot initially exceed the amount of the advances) and classified under derivative liabilities with an offset to discounts on convertible debt. Discounts along with loan fees are being amortized to interest expense over the respective one year term of each advance. In determining the indicated values, the Company used the Black Scholes Option Model with a risk-free interest rates ranging from .09% to 0.13%, volatility ranging from 193.86% to 235.25%, and trading prices ranging from $.03 to $0.05 per share and conversion prices ranging from $0.012 to $0.016 per share.



Amortization of the discounts for the three months and nine month ended September 30, 2013 totaled $20,003 and $22,376, respectively, which were charged to interest expense. The balance of the convertible note at September 30, 2013, including fees, net of the discounts amounted to $31,580.
  c.
On July 16, 2013, the Company borrowed $20,000 through the issuance of a convertible note to an unrelated third party.  Under the terms of the note, the loan is assessed interest at a rate of 8% per annum and matures on April 16, 2014 when principal and accrued interest becomes fully due and payable. The terms of the loan includes a loan fee of $1,500, which is being amortized and charged to operations over the term of the loan. The terms of the note does not permit any prepayments.  Commencing on January 12, 2014, the note holder has the right to convert the outstanding balance including principal and accrued interest into the Company’s common shares at a conversion price equal to 50% of the lowest market price for the 10 day trading period prior to the date that is one day prior to date that the conversion notice is sent to the Company. The Company plans to account for the conversion feature on effective date under ASC Topic 815-15 “Embedded Derivative.”



Accrued interest and amortization of the loan fee charged to operations for the three months and nine month ended September 30, 2013 totaled $583. The balance of the convertible note at September 30, 2013, including fees, net of the discounts amounted to $20,583.



On August 28, 2013, the Company borrowed $20,000 from the same lender as discussed above through the issuance of a convertible note. Under the terms of the note, the loan is assessed interest at a rate of 8% per annum and matures on May 28, 2014 when principal and accrued interest becomes fully due and payable. The terms of the loan includes a loan fee of $1,500, which is being amortized and charged to operations over the term of the loan. The terms of the note does not permit any prepayments.  Commencing on February 24, 2014, the note holder has the right to convert the outstanding balance including principal and accrued interest into the Company’s common shares at a conversion price equal to 50% of the lowest market price for the 10 day trading period prior to the date that is one day prior to date that the conversion notice is sent to the Company. The Company plans to account for the conversion feature on its effective date under ASC Topic 815-15 “Embedded Derivative.”



Accrued interest and amortization of the loan fee charged to operations for the three months and nine month ended September 30, 2013 totaled $336. The balance of the convertible note at September 30, 2013, including fees, net of the discounts amounted to $20,337.
    15
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   MINERALRITE CORPORATION AND SUBSIDIARY
 NOTES TO FINANCIAL STATEMENTS
 FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2013 AND 2012
 d.
On July 17, 2013, the Company borrowed $28,500 through the issuance of a convertible note to an unrelated third party.  Under the terms of the note, the loan is assessed interest at a rate of 12% per annum and matures on July 31, 2014 when principal and accrued interest becomes fully due and payable. The terms of the loan includes a loan fee of $1,500, which is being amortized and charged to operations over the term of the loan. The terms of the note does not permit any prepayments without penalty.  Commencing on January 13, 2014, the note holder has the right to convert the outstanding balance including principal and accrued interest into the Company’s common shares at a conversion price equal to 50% of the market price equal to the average of the three lowest trading prices during the 30 day trading period prior to the date of conversion. The Company plans to account for the conversion feature on effective date under ASC Topic 815-15 “Embedded Derivative.”



Accrued interest and amortization of the loan fee charged to operations for the three months and nine month ended September 30, 2013 totaled $1,091. The balance of the convertible note at September 30, 2013, including fees, net of the discounts amounted to $29,590.
  e.
On July 26, 2013, the Company borrowed $20,000 through the issuance of a convertible note to an unrelated third party.  Under the terms of the note, the loan is non-interest bearing and matures on January 26, 2014. The note holder has the right to convert the outstanding balance into the Company’s common shares at a conversion price equal to 50% of the average of the three lowest trading prices during the 10 day trading period prior to the date of conversion. The Company plans to account for the conversion feature on effective date under ASC Topic 815-15 “Embedded Derivative.”



The Company accounted for the financing under ASC Topic 470-20 “Debt with Conversion and Other Options.” The proceeds of the financing are required to be bifurcated based upon the fair value of the convertible note using a relative fair value approach based upon the total amount of the $20,000. As the outstanding balance of the note is convertible into a number of variable common shares, the conversion feature accounted for under ASC Topic 815-15 “Embedded Derivative.”  The derivative component of the obligation was initially valued at $20,000 and classified under derivative liabilities with an offset to discounts on convertible debt. The discount is being amortized to interest expense over the respective six month term of the loan. In determining the indicated values, the Company used the Black Scholes Option Model with a risk-free interest rates of .07% volatility of 181.75%, and trading prices of $.04.



Amortization of the discount for the three months and nine months ended September 30, 2013 totaled $6,778, which was charged to interest expense. The balance of the convertible note at September 30, 2013 net of the discount was $6,777.
  f.
On August 16, 2013, the Company borrowed $10,000 through the issuance of a convertible note to an unrelated third party.  Under the terms of the note, the loan is assessed interest at a rate of 15% per annum and matures on June 13, 2014 when principal and accrued interest becomes fully due and payable. The terms of the note permit prepayments with penalties.  Commencing on February 12, 2014, the note holder has the right to convert the outstanding balance including principal and accrued interest into the Company’s common shares at a conversion price equal to 50% of the lowest market price for the 20 day trading period prior to the date of conversion. The Company plans to account for the conversion feature on effective date under ASC Topic 815-15 “Embedded Derivative.”
    16
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   MINERALRITE CORPORATION AND SUBSIDIARY
 NOTES TO FINANCIAL STATEMENTS
 FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2013 AND 2012
 Accrued interest charged to operations for the three months and nine month ended September 30, 2013 totaled $185. The balance of the convertible note at September 30, 2013, including fees, net of the discounts amounted to $10,185.
 g.
On September 11, 2013, the Company borrowed $65,000 through the issuance of a convertible note to an unrelated third party.  Under the terms of the note, the loan is assessed interest at a rate of 8% per annum and matures on June 13, 2014 when principal and accrued interest becomes fully due and payable. The terms of the loan includes a loan fee of $3,000, which is being amortized and charged to operations over the term of the loan. The terms of the note does not permit any prepayments. Commencing on March 10, 2013, the note holder has the right to convert the outstanding balance including principal and accrued interest into the Company’s common shares at a conversion price equal to 58% of the market price equal to the average of the three lowest trading prices during the 10 day trading period prior to the date of conversion. The Company plans to account for the conversion feature on effective date under ASC Topic 815-15 “Embedded Derivative.”



Accrued interest and amortization of the loan fee charged to operations for the three months and nine month ended September 30, 2013 totaled $490. The balance of the convertible note at September 30, 2013, including fees, net of the discounts amounted to $65,490.



A recap of the balance of outstanding convertible debt at September 30, 2013 is as follows:
  Principal balance

$
377,200Accrued interest


16,245Less discounts andFees, net of accumulatedamortization


(129,909
)$
263,536
  The Company valued the derivative liabilities at September 30, 2013 at $375,184 and recognized a change in the fair value of derivative liabilities for the three months and nine months ended September 30, 2013 of $118,617 and $238,296, respectively which was charged to operations.  In determining the indicated values at September 30, 2013, the Company used the Black Scholes Option Model with risk-free interest rates ranging from .01% to .04%, volatility ranging from 233.88% to 273.61%, a trading price of $0.03 per share and a conversion price ranging from $0.01 to $0.0224 per share.
 NOTE 8 – INCOME TAXES
 
 Deferred income tax assets and liabilities are computed for differences between financial statement and tax bases of assets and liabilities that will result in taxable or deductible amounts in the future based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. Income tax expense is the tax payable or refundable for the period plus or minus the change during the period in deferred tax assets and liabilities.
   17
 Table of Contents
   MINERALRITE CORPORATION AND SUBSIDIARY
 NOTES TO FINANCIAL STATEMENTS
 FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2013 AND 2012
   The effective tax rate on the net loss before income taxes differs from the U.S. statutory rate as follows:
  September 30,2013


2012Current expense - BenefitFederal

$
-


$
-State


-



-Total current expense (benefit)


-



-Deferred BenefitFederal

$
-


$
-State


-



-Total deferred benefit


-



-U.S statutory rate


34.00
%

$
34.00
%Less valuation allowance


-34.00
%


-34.00
%Effective tax rate


0.00
%


0.00
%  The significant components of deferred tax assets and liabilities are as follows:
 Deferred tax assetsStock based compensation


245,680



-Net operating losses


229,737



1,391,787475,417



1,391,787Less valuation allowance


(475,417
)


(1,391,787
)Deferred tax asset - net valuation allowance

$
--


$
--
 
 The net change in the valuation allowance for 2013 was $(916,370).
  The Company’s net operating loss for income tax reporting purposes was significantly impacted by the change in control which occurred on October 30, 2012. The Company has a net operating loss carryover at September 30, 2013 of approximately $676,000 that is available to offset future income for income tax reporting purposes, which will expire in various years through 2033, if not previously utilized.
  The Company adopted the provisions of ASC 740-10-50, formerly FIN 48, “Accounting for Uncertainty in Income Taxes.” The Company had no material unrecognized income tax assets or liabilities for the nine months ended September 30, 2013 and 2012.
  The Company’s policy regarding income tax interest and penalties is to expense those items as general and administrative expense but to identify them for tax purposes. During the years ended December 31, 2012 and 2011, there were no income taxes, or related interest and penalty items in the income statement, or liability on the balance sheet. The Company files income tax returns in the U.S. federal jurisdiction and various state jurisdictions. The Company is no longer subject to U.S. federal or state income tax examination by tax authorities for years before 2009. The Company is not currently involved in any income tax examinations.
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 Table of Contents
   MINERALRITE CORPORATION AND SUBSIDIARY
 NOTES TO FINANCIAL STATEMENTS
 FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2013 AND 2012
   NOTE 9 – COMMON STOCK AND WARRANTS
 
 For the three months ended September 30, 2013
 
 During the three months ended September 30, 2013, the Company issued 1,700,000 shares of its common stock consisting of 300,000 common shares, the value of which is to be applied against the consulting fees due the former President of Goldfield valued at $12,000, 300,000 common shares issued to the Company’s outside accountant for services valued at $12,000, 300,000 common shares issued to the Company’s legal counsel for services valued at $12,000, and 800,000 shares issued to three consultants for services rendered valued at $24,000, which was charged to operations.
  For the three months ended September 30, 2012
  The Company did not issue any common shares during the three months ended September 30, 2012.
  On November 20, 2012, the Company adopted its 2012 Stock Incentive Plan (the “Plan”). Under the Plan, the Company reserved 5,000,000 shares of its common stock to be issued to employees, directors, consultants and advisors. The exercise price under the Plan is $0.001 per share.  As of September 30, 2013, the Company issued 3,100,000 common shares through the Plan.
  Options
  The following table sets forth common share purchase warrants (post-split) outstanding as of September 30, 2013:
 
 Warrants

Outstanding


Weighted Average Exercise PriceBalance, December 31, 2012


5,710


$
12.50Warrants granted


-



-Warrants expired


(5,710
)

$
(12.50
)Balance, September 30, 2013


-


$
-
 
 
 NOTE 10 – FAIR VALUE
  The Company’s financial instruments at September 30, 2013 consist principally of convertible debentures and derivative liabilities. Convertible debentures are financial liabilities with carrying values that approximate fair value.  The Company determines the fair value of convertible debentures based on the effective yields of similar obligations.
  The Company believes all other financial instruments’ recorded values at September 30, 2013 and 2012 approximate fair market value because of their nature and respective durations.
  The Company complies with the provisions of ASC No. 820-10 (“ASC 820-10”), “Fair Value Measurements and Disclosures.”  ASC 820-10 relates to financial assets and financial liabilities. ASC 820-10 defines fair value, establishes a framework for measuring fair value in accounting principles generally accepted in the United States of America (“GAAP”), and expands disclosures about fair value measurements. The provisions of this standard apply to other accounting pronouncements that require or permit fair value measurements and are to be applied prospectively with limited exceptions.
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   MINERALRITE CORPORATION AND SUBSIDIARY
 NOTES TO FINANCIAL STATEMENTS
 FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2013 AND 2012
   ASC 820-10 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. ASC 820-10 establishes a fair value hierarchy that distinguishes between (1) market participant assumptions developed based on market data obtained from independent sources (observable inputs) and (2) an entity’s own assumptions, about market participant assumptions, which  are developed based on the best information available in the circumstances (unobservable inputs). The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy under ASC 820-10 are described below:
  Level 1. Valuations based on quoted prices in active markets for identical assets or liabilities that an entity has the ability to access.
  Level 2. Valuations based on quoted prices for similar assets or liabilities, quoted prices for identical assets or liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable data for substantially the full term of the assets or liabilities.
  Level 3. Valuations based on inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.
  The Company utilizes the best available information in measuring fair value. The following table summarizes, by level within the fair value hierarchy, the financial assets and liabilities recorded at fair value on a recurring basis as follows:
  September 30, 2013:
 Fair Value MeasurementsLevel 1


Level 2


Level 3


Total Fair ValueLiabilitiesConvertible debentures


-


$
265,536



-


$
265,536Derivative liabilities


-


$
375,184



-


$
375,184
 
 
 NOTE 11 – SEGMENT REPORTING
 
 The Company’s operations are classified into two reportable segments that provide difference products. Separate management of each segment is required because each business unit is subject to different marketing, production, and technology.
  For the nine months ended September 30, 2013
  Revenues


Segment operating earnings (losses)


Depreciation depletion and amortizationOil and  gas

$
117,114


$
(44,489
)

$
21,442Manufacturing *


359,058



(29,951
)


8,668$
476,172


$
(74,440
)

$
30,110* Consist of only seven months ended September 30, , 2013
   20
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   MINERALRITE CORPORATION AND SUBSIDIARY
 NOTES TO FINANCIAL STATEMENTS
 FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2013 AND 2012
   Segment operating earnings reflect revenues net of operating costs and depreciation, depletion, and amortization and are reconciled to loss from operations before income tax as follows:
 Nine months


Nine monthsended


endedSeptember 30, 2013


September 30, 2013**Segment operating earnings

$
(74,440
)General and administrative expenses


(1,094,193
)Operating loss


(1,168,633
)Other income


4,039Interest expense


(73,598
)Change in fair value of derivativeliabilities


(238,297
)Net loss before income taxes

$
(1,476,489
)** Total activity during the nine months ended September 30, 2012 pertain to oil and gas.
 For the three months ended September 30, 2013
 Revenues


Segment operating earnings


Depreciation depletion and amortizationOil and  gas

$
31,229


$
(525
)

$
3,656Manufacturing


164,568



(11,087
)


4,537$
195,797


$
(11,612
)

$
8,193
   21
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   MINERALRITE CORPORATION AND SUBSIDIARY
 NOTES TO FINANCIAL STATEMENTS
 FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2013 AND 2012
   Segment operating earnings reflect revenues net of operating costs and depreciation, depletion, and amortization and are reconciled to loss from operations before income tax as follows:
 Three months


Three monthsended


endedSeptember 30, 2013


September 30, 2012 **Segment operating  losses

$
(11,612
)Other operating expenses


(463,590
)Operating loss


(475,202
)Other income


-Interest expense


(56,247
)Change in fair value of derivativeliabilities


(118,618
)Net loss before income taxes

$
(650,067
)** Total activity during the three-month ended September 30, 2012 pertain to oil and gas.
 Identifiable assets by industry segment are as follows:
 Oil and  gas

$
272,629Manufacturing


172,321Other


-$
444,950
 
 For the three months ended September 30, 2013
 Revenues


Segment operating earnings


Depreciation depletion and amortizationOil and  gas

$
31,229


$
(525
)

$
3,656Manufacturing


164,568



(11,087
)


4,537$
195,797


$
(11,612
)

$
8,193




22
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ITEM 2.     MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION


The following Management's Discussion and Analysis should be read in conjunction with MineralRite Corporation’s financial statements and the related notes thereto. The Management's Discussion and Analysis contains forward-looking statements that involve risks and uncertainties, such as statements of our plans, objectives, expectations and intentions. Any statements that are not statements of historical fact are forward-looking statements. When used, the words “believe,” “plan,” “intend,” “anticipate,” “target,” “estimate,” “expect,” and the like, and/or future-tense or conditional constructions (“will,” “may,” “could,” “should,” etc.), or similar expressions, identify certain of these forward-looking statements. These forward-looking statements are subject to risks and uncertainties that could cause actual results or events to differ materially from those expressed or implied by the forward-looking statements in this Report on Form 10-Q. The Company’s actual results and the timing of events could differ materially from those anticipated in these forward-looking statements as a result of several factors. The Company does not undertake any obligation to update forward-looking statements to reflect events or circumstances occurring after the date of this Report on Form 10-Q.
 
 The following discussion should be read in conjunction with our unaudited consolidated financial statements and related notes and other financial data included elsewhere in this report. See also the notes to our consolidated financial statements and Management’s Discussion and Analysis of Financial Condition and Results of Operations contained in our Annual Report on Form 10-K for the year ended December 31, 2012.
 
 Critical Accounting Policies and Estimates
 
 The discussion and analysis of the Company’s financial condition and results of operations are based upon the Company’s condensed financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses. In consultation with the Company’s Board of Directors, management has identified the following accounting policies that it believes are key to an understanding of its financial statements. These are important accounting policies that require management’s most difficult, subjective judgments.
 
 Revenue Recognition
 
 Oil and gas production revenues are recognized at the point of sale. Equipment sales and related costs are recognized on the completed contracts method at the time the product is shipped and title passes to the customer.
 
 Oil and Gas Properties
 
 The Company uses the full cost method of accounting under which all costs incurred in the acquisition, exploration and development of oil and natural gas reserves, including costs related to unsuccessful wells and estimated future site restoration and abandonment, are capitalized until such time as the aggregate of such costs net of accumulated depletion and oil and natural gas related deferred income taxes, on a country-by-country basis, equals the sum of 1) the discounted present value (at 10%), using prices as of the end of each reporting period on a constant basis, of the Company’s estimated future net cash flows from estimated production of proved oil and natural gas reserves as determined by independent petroleum consultants, less estimated future expenditures to be incurred in developing and producing the proved reserves but excluding future cash outflows associated with settling asset retirement obligations accrued on the balance sheet; plus 2) the cost of major development projects and unproven properties not subject to depletion, if any; plus 3) the lower of cost or estimated fair value of unproven properties included in costs subject to depletion; less 4) related income tax effects.  If net capitalized costs exceed this limit, the excess is expensed unless subsequent market price changes eliminate or reduce the indicated write-down in accordance with U.S. SEC Staff Accounting Bulletin (“SAB”) Topic 12D.  Depletion is computed using the units-of-production method whereby capitalized costs, net of estimated salvage values, plus estimated future costs to develop proved reserves and satisfy asset retirement obligations, are amortized over the total estimated proved reserves on a country-by-country basis.  Investments in major development projects are not depleted until either proved reserves are associated with the projects or impairment has been determined.
 
 Foreign Currency Translation
 
 The Company's primary functional currency is the U.S. dollar. For foreign operations whose functional currency is the local currency, balance sheet accounts are translated at exchange rates in effect at the end of the year and income statement accounts are translated at average exchange rates for the period. Translation gains and losses are included as a separate component of stockholders’ deficit.
 
 Asset Retirement Obligations
 
 The Company use Accounting Standards Codification (“ASC”) Topic 410-20, Asset Retirement Obligations, which established accounting standards for recognition and measurement of a liability for an asset retirement obligation (“ARO”) and the associated asset retirement costs. The provisions of ASC Topic 410-20 apply to legal obligations associated with the retirement of long-lived assets that result from the acquisition, construction, development and/or normal operation of a long-lived asset. ASC Topic 410-20 also requires companies to recognize a liability for the fair value of a legal obligation to perform asset retirement activities that are conditional on a future event, if the amount can be reasonably estimated.
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 Convertible Debentures
 
 If the conversion features of conventional convertible debt provides for a rate of conversion that is below market value at issuance, this feature is characterized as a beneficial conversion feature (“BCF”).  A BCF is recorded by the Company as a debt discount pursuant to ASC Topic 470-20 “Debt with Conversion and Other Options.” In those circumstances, the convertible debt is recorded net of the discount related to the BCF, and the Company amortizes the discount to interest expense, over the life of the debt using the effective interest method.
 
 Fair Value of Financial Instruments
 
 Pursuant to ASC No. 820, “Fair Value Measurements and Disclosures,” the Company is required to estimate the fair value of all financial instruments included on its balance sheet as of September 30, 2013. The Company’s financial instruments consist of cash, accounts receivables, payables, and other obligations.  The Company considers the carrying value of such amounts in the financial statements to approximate their fair value due to the short-term nature of the respective instrument.
 
 Liquidity and Capital Resources.
 
 For the Nine-Month Period Ended September 30, 2013 versus September 30, 2012
 
 During the nine months ended September 30, 2013, net cash used in the Company’s operating activities totaled $(283,304) compared to $(27,837) during the nine months ended September 30, 2012. During the nine months ended September 30, 2013, net cash used in investing activities totaled $(104,484) compared to $9,681 provided by investing activities during the nine months ended September 30, 2012. During the nine months ended September 30, 2013, net cash provided by financing activities totaled $426,556 compared to $(14,671) used in financing activities during the nine months ended September 30, 2012. During the nine months ended September 30, 2013, net cash increased $38,599 as compared to a decrease of $(33,525) during the nine months ended September 30, 2012.
 
 At September 30, 2013, the Company had cash of $47,929, accounts receivable of $30,112, inventories of $57,467 and prepaid expenses of $959,666 that comprised the Company’s total current assets totaling $1,235,174. The Company’s property and equipment at September 30, 2013 had a net book value of $112,204 consisting of equipment and furniture and fixtures net of accumulated depreciation of $13,431. The Company also had accumulated net capitalized costs of oil & gas properties, prepaid services, intangible assets, website development and deferred offering costs totaling $2,479,582 at September 30, 2013, while the Company’s total assets at September 30, 2013 were $3,826,960.
 
 At September 30, 2013, the Company had total current liabilities totaling $1,639,734 consisting of $276,995 in accounts payable, $3,785 in accrued payroll, $17,088 due certain shareholders on their interest in the Company’s oil and gas net revenue, $8,000 in consulting fees, $69,075 in customer deposits, $263,536 in convertible debt including accrued interest, $350,754 in debt and other obligations due to related parties, $275,317 in notes payable and $375,184 in derivative liabilities. Additionally, the Company’s long-term debt at September 30, 2013 included $8,773 on the Company’s accrued asset recovery obligations relating to its oil and gas properties.
 
 Therefore, at September 30, 2013, the Company had total liabilities of $1,648,507. The Company had no other long-term liabilities, commitments or contingencies except for asset retirement obligation in amount of $8,773. Other than the anticipated increases in the legal and accounting costs associated with being a public company, Company management is not aware of any other known trends, events or uncertainties which may affect the Company’s future liquidity.
 
 At September 30, 2013, the Company had a stockholders’ deficit totaling $2,178,453 compared to $158,270 at the year ending December 31, 2012.
 
 RESULTS OF OPERATIONS
 
 For the Nine Months Ended September 30, 2013 versus September 30, 2012
 
 The Company’s revenue for the nine months ended September 30, 2013 was $476,172 of which $117,114 was associated with oil and gas activities and $359,058 was associated with mining equipment manufacturing; with associated production, royalty and manufacturing costs of $401,731 as compared to September 30, 2012 revenue totaling $281,986, of which $281,986 were associated with oil and gas activities and $nil were associated with mining equipment manufacturing; with production and royalty costs for the period of $133,627. The Company incurred operating expenses for the nine months ended September 30, 2013 totaling $1,243,074 that included royalty expenses of $54,988, related party consulting including stock based compensation of $203,987, related party rent of $24,789, professional fees of $205,461, and other general and administrative expenses that included non-cash fees of $753,849.  Operating expenses for the nine months ended September 30, 2012 totaled $466,249 and included royalty expenses of $117,432, related party consulting fees including stock based compensation of $135,000, related party rent of $11,909, professional fees of $186,816, and other general and administrative expenses of $15,092.
   24
 Table of Contents
   For the Three Months Ended September 30, 2013 versus September 30, 2012
 
 The Company’s revenue for the three months ended September 30, 2013 was $195,797 of which $31,229 was associated with oil and gas activities and $164,568 was associated with mining equipment manufacturing; with associated production, royalty and manufacturing costs of $184,185 as compared to September 30, 2012 revenue totaling $71,802, of which $71,802 were associated with oil and gas activities and $nil were associated with mining equipment manufacturing; with production and royalty costs for the period of $23,132. The Company incurred operating expenses for the three months ended September 30, 2013 totaling $486,814 that included royalty expenses of $17,817, related party consulting including stock based compensation of $85,578, related party rent of $8,456, professional fees of $74,526, and other general and administrative expenses that included non-cash fees of $300,437.  Operating expenses for the three months ended September 30, 2012 totaled $113,110 and included royalty expenses of $21,825, related party consulting fees including stock based compensation of $45,000, related party rent of $3,956, professional fees of $36,154, and other general and administrative expenses of $6,175.
 
 The Company’s Plan of Operation for the Next Twelve Months.
 
 The Company’s new business focus is to enter the business of mineral processing, certification, equipment manufacturing and sales. The CEO has engaged a management team experienced in creating and operating mining companies and intends to focus on the identification, certification and sale of undervalued assets. The company plans to engage in the extraction of precious metals from ore bodies and reclaimed tailings. The Company intends to continue to raise additional capital for this new line of business although no assurances can be made that it will be successful in doing so or that if it is, that the terms of such additional financing will be favorable to the company and its existing shareholders.
 
 The Company’s forecast for the period for which the Company’s financial resources will be adequate to support operations involves risks and uncertainties and actual results could differ as a result of a number of factors. The Company plans to enter into the mineral extraction service industry and anticipates significant increases in its cash needs in order to execute its business plan.  The operations of its oil and gas business are not expected to provide sufficient working capital to pursue this new line of business and the Company has entered into a settlement agreement with Santeo Financial that involves the divestiture of its oil and gas properties in the settlement of debt of approximately $397,193;  the Company will require additional financing to meet its objectives. Additionally, as part of its business plan and the acquisition of Goldfield International, Inc. the Company is obligated to pay $100,000 to its former shareholder in 2013, the Company has entered into a month to month lease for $8,000 per month. Finally, as part of that acquisition the Company entered into a consulting agreement with Goldfield’s former sole shareholder and officer that provides payments of $5,000 per month and a percentage of net sales generated from the Goldfield facilities.
 
 On April 17, 2013, the Company received $100,000 in the form of a loan evidenced by a promissory note. The loan is assessed interest at a rate of 12% per annum. The $100,000 principal and accrued interest are fully due and payable on April 17, 2014. Any portion of the balance of accrued interest and principal can be prepaid at any time prior to maturity. The lender also has the right prior to maturity to convert any all or any portion of accrued interest or principal into common shares of the Company at rate equal to the lesser of either $0.20 per share or a 20% discount to the 30 day volume weighted average price of the Company’s common shares.
 
 In consideration for the above loan the Company agreed to pay the lender the greater of $50,000 or 5% of the net profits received by the Company under its joint venture with CSI Import and Export SA. The additional consideration is also due on maturity.
 
 On April 24, 2013, the Company entered into a joint venture agreement with CSI Export and Import SA to mine copper ore on leased acreage in Chiapas, Mexico. For $100,000, the Company acquired a 50% in the joint venture which has a 25% participation interest in the production and sale of the indicated copper ore.
 
 On July 16, 2013, the Company borrowed $20,000 through the issuance of a convertible note to an unrelated third party.  Under the terms of the note, the loan is assessed interest at a rate of 8% per annum and matures on April 16, 2014 when principal and accrued interest becomes fully due and payable. The terms of the loan includes a loan fee of $1,500, which is being amortized and charged to operations over the term of the loan. The terms of the note does not permit any prepayments.  Commencing on January 12, 2014, the note holder has the right to convert the outstanding balance including principal and accrued interest into the Company’s common shares at a conversion price equal to 50% of the lowest market price for the 10 day trading period prior to the date that is one day prior to date that the conversion notice is sent to the Company. The Company plans to account for the conversion feature on effective date under ASC Topic 815-15 “Embedded Derivative.”  Accrued interest and amortization of the loan fee charged to operations for the three months and nine month ended September 30, 2013 totaled $583. The balance of the convertible note at September 30, 2013, including fees, net of the discounts amounted to $20,583.
 
 On August 28, 2013, the Company borrowed $20,000 from the same lender as discussed above through the issuance of a convertible note. Under the terms of the note, the loan is assessed interest at a rate of 8% per annum and matures on May 28, 2014 when principal and accrued interest becomes fully due and payable. The terms of the loan includes a loan fee of $1,500, which is being amortized and charged to operations over the term of the loan. The terms of the note does not permit any prepayments.  Commencing on February 24, 2014, the note holder has the right to convert the outstanding balance including principal and accrued interest into the Company’s common shares at a conversion price equal to 50% of the lowest market price for the 10 day trading period prior to the date that is one day prior to date that the conversion notice is sent to the Company. The Company plans to account for the conversion feature on its effective date under ASC Topic 815-15 “Embedded Derivative.”  Accrued interest and amortization of the loan fee charged to operations for the three months and nine month ended September 30, 2013 totaled $336. The balance of the convertible note at September 30, 2013, including fees, net of the discounts amounted to $20,337.
   25
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 On July 17, 2013, the Company borrowed $28,500 through the issuance of a convertible note to an unrelated third party.  Under the terms of the note, the loan is assessed interest at a rate of 12% per annum and matures on July 31, 2014 when principal and accrued interest becomes fully due and payable. The terms of the loan includes a loan fee of $1,500, which is being amortized and charged to operations over the term of the loan. The terms of the note does not permit any prepayments without penalty.  Commencing on January 13, 2014, the note holder has the right to convert the outstanding balance including principal and accrued interest into the Company’s common shares at a conversion price equal to 50% of the market price equal to the average of the three lowest trading prices during the 30 day trading period prior to the date of conversion. The Company plans to account for the conversion feature on effective date under ASC Topic 815-15 “Embedded Derivative.”  Accrued interest and amortization of the loan fee charged to operations for the three months and nine month ended September 30, 2013 totaled $1,091. The balance of the convertible note at September 30, 2013, including fees, net of the discounts amounted to $29,590.
 
 On July 26, 2013, the Company borrowed $20,000 through the issuance of a convertible note to an unrelated third party.  Under the terms of the note, the loan is non-interest bearing and matures on January 26, 2014. The note holder has the right to convert the outstanding balance into the Company’s common shares at a conversion price equal to 50% of the average of the three lowest trading prices during the 10 day trading period prior to the date of conversion. The Company plans to account for the conversion feature on effective date under ASC Topic 815-15 “Embedded Derivative.”  The Company accounted for the financing under ASC Topic 470-20 “Debt with Conversion and Other Options.” The proceeds of the financing are required to be bifurcated based upon the fair value of the convertible note using a relative fair value approach based upon the total amount of the $20,000. As the outstanding balance of the note is convertible into a number of variable common shares, the conversion feature accounted for under ASC Topic 815-15 “Embedded Derivative.”  The derivative component of the obligation was initially valued at $20,000 and classified under derivative liabilities with an offset to discounts on convertible debt. The discount is being amortized to interest expense over the respective six month term of the loan. In determining the indicated values, the Company used the Black Scholes Option Model with a risk-free interest rates of .07% volatility of 181.75%, and trading prices of $.04.  Amortization of the discount for the three months and nine months ended September 30, 2013 totaled $6,778, which was charged to interest expense. The balance of the convertible note at September 30, 2013 net of the discount was $6,777.
 
 On August 16, 2013, the Company borrowed $10,000 through the issuance of a convertible note to an unrelated third party.  Under the terms of the note, the loan is assessed interest at a rate of 15% per annum and matures on June 13, 2014 when principal and accrued interest becomes fully due and payable. The terms of the note permit prepayments with penalties.  Commencing on February 12, 2014, the note holder has the right to convert the outstanding balance including principal and accrued interest into the Company’s common shares at a conversion price equal to 50% of the lowest market price for the 20 day trading period prior to the date of conversion. The Company plans to account for the conversion feature on effective date under ASC Topic 815-15 “Embedded Derivative.”  Accrued interest charged to operations for the three months and nine month ended September 30, 2013 totaled $185. The balance of the convertible note at September 30, 2013, including fees, net of the discounts amounted to $10,185.
 
 On September 11, 2013, the Company borrowed $65,000 through the issuance of a convertible note to an unrelated third party.  Under the terms of the note, the loan is assessed interest at a rate of 8% per annum and matures on June 13, 2014 when principal and accrued interest becomes fully due and payable. The terms of the loan includes a loan fee of $3,000, which is being amortized and charged to operations over the term of the loan. The terms of the note does not permit any prepayments. Commencing on March 10, 2013, the note holder has the right to convert the outstanding balance including principal and accrued interest into the Company’s common shares at a conversion price equal to 58% of the market price equal to the average of the three lowest trading prices during the 10 day trading period prior to the date of conversion. The Company plans to account for the conversion feature on effective date under ASC Topic 815-15 “Embedded Derivative.”  Accrued interest and amortization of the loan fee charged to operations for the three months and nine month ended September 30, 2013 totaled $490. The balance of the convertible note at September 30, 2013, including fees, net of the discounts amounted to $65,490.
 
 Collectively the forgoing are significant additional expenses which the Company will continue to incur in the future.  Company management is not aware of any other known trends, events or uncertainties which may affect the Company’s future liquidity.
 
 In the event that the Company experiences a shortfall in capital, the Company intends to pursue opportunities to raise funds through public or private financing as well as through borrowings and via other resources, such as the Company’s officers, directors and principal shareholders. The Company cannot guaranty that additional funding will be available on favorable terms, if at all. If adequate funds are not available, then the Company’s ability to expand operations may be significantly hindered. If adequate funds are not available, the Company believes that the Company’s officers, directors and principal shareholders will contribute funds to pay for the Company’s expenses to achieve the Company’s objectives over the next twelve months.
 
 The Company’s belief that the Company’s officers, directors and principal shareholders will pay the Company’s expenses is based on the fact that the Company’s officers, directors and principal shareholders collectively own approximately 71.02% of the Company’s outstanding common stock and will likely continue to pay the Company’s expenses as long as they maintain their ownership of the Company’s common stock, so long as they do not incur financial hardship.
   26
 Table of Contents
 
 
 The Company is not currently conducting any research and development activities and management does not anticipate conducting such activities in the near future. In the event that the Company’s customer base expands, then management may need to hire additional employees or independent contractors as well as purchase or lease additional equipment.
 
 ITEM 3.     QUANTITATIVE AND QUALITATATIVE DISCLOSURES ABOUT MARKET RISK
 
 We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.
 
 ITEM 4.     CONTROLS ANDPROCEDURES
 
 Evaluation of Disclosure Controls and Procedures
 
 Disclosure controls and procedures are controls and procedures that are designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by our company in the reports that it files or submits under the Exchange Act is accumulated and communicated to our management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Our management carried out an evaluation under the supervision and with the participation of our Principal Executive Officer and Principal Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 ("Exchange Act").
 
 Based on this evaluation, our principal executive and principal financial and accounting officer concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934) were effective as of September 30, 2013.
 
 Management’s Report on Internal Control Over Financial Reporting
 
 Management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Exchange Act Rule 13a-15(f). The Company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America.
 
 Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
 
 Changes in Internal Control and Financial Reporting
 
 Other than the weaknesses identified above, there were no other changes in the Company’s internal control over financial reporting that occurred during the Company’s most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
 
 PART II — OTHER INFORMATION
 
 ITEM 1.     LEGAL PROCEEDINGS
 
 Santeo Financial and Mr. Peckham canceled the assignment of $200,000 of the Santeo debt that was assigned to Mr. Peckham and the $200,000 note payable from Mr. Peckham to Santeo and as a result the entire $397,193 was payable to Santeo. Santeo then assigned a portion of its interest in the Note to several third parties. In September 2013, Santeo and these third party creditors filed suit against the Company for collection. The total amount indicated as being owed by these creditors pursuant to their complaint amounts to $397,193. The parties agreed to settle the entire debt  for 30,000,000 shares of its common stock and the conveyance of its interests in its oil properties subject to court approval. The Court is currently considering the offer and is expected to rule on it before the end of the year.
 
 ITEM 1A.  RISK FACTORS
 
 We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.
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 ITEM 2.     UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
 
 During the three months ended September 30, 2013, the Company issued 1,700,000 shares of its common stock consisting of 300,000 common shares, the value of which is to be applied against the consulting fees due the former President of Goldfield valued at $12,000, 300,000 common shares issued to the Company’s outside accountant for services valued at $12,000, 300,000 common shares issued to the Company’s legal counsel for services valued at $12,000, and 800,000 shares issued to three consultants for services rendered valued at $24,000, which was charged to operations.  The transactions that were exempt from registration under the Securities Act of 1933, as amended pursuant to Section 4(2) or were issued under the Company’s 2012 Stock Incentive Plan.  No gain or loss was recognized on the issuances.
 
 ITEM 3.     DEFAULTS UPON SENIOR SECURITIES
 
 None.
 
 ITEM 4.     MINE SAFETY DISCLOSURES
 
 None.
 
 ITEM 5.     OTHER INFORMATION
 
 Roger Jensen, one of the Company’s directors resigned his position on or about November 14, 2013 in order to pursue other business interests.  There were no The board of directors accepted Mr. Jenson’s resignation effective immediately and expresses the Company’s gratitude for his efforts and services to date.
 
 ITEM 6.     EXHIBITS
 
 ExhibitNumber

DescriptionExhibits filed herewith:31.1

Certification of Chief Executive Officer and President Pursuant to Rule 13a-1431.2

Certification of Chief Financial Officer Pursuant to Rule 13a-1432.1

Certification of Chief Executive Officer and President Pursuant to Section 906 of the Sarbanes-Oxley Act32.2

Certification of Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act101*

Interactive Data Files
 *to be filed by exhibit
   SIGNATURES
  Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
  
 MINERALRITE CORPORATIONDated: November 18, 2013
By:
/s/ GuyPeckhamGuy PeckhamChief Executive Officer and PresidentChief Financial Officer