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EX-32.1 - Gurata Gold, Inc.guratasection906cert.htm
EX-31.1 - Gurata Gold, Inc.guratasection302cert.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

(Mark One)

[X]

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

For the quarterly period ended

February 28, 2010

 

or

[  ]

TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from

 

to

 

Commission File Number

000-52796

Gurata Gold, Inc.

(Exact name of registrant as specified in its charter)

Nevada

 

71-1046926

(State or other jurisdiction of incorporation or organization)

 

(IRS Employer Identification No.)

11730 NE 107th Place, Kirkland, Washington

98033

(Address of principal executive offices)

(Zip Code)

206.779.5013

(Registrant’s telephone number, including area code)

N/A

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

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

[X]

YES

[  ]

NO

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

Large accelerated filer

[  ]

Accelerated filer

[  ]

Non-accelerated filer

[  ]

(Do not check if a smaller reporting company)

Smaller reporting company

[X]

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

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

[X]

YES

[  ]

NO

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS

Check whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Exchange Act after the distribution of securities under a plan confirmed by a court.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

[  ]

YES

[  ]

NO

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

 

[  ]

YES

[  ]

NO

APPLICABLE ONLY TO CORPORATE ISSUERS

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

39,000,000 common shares issued and outstanding as of April 12, 2010.




1


PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements.


Our unaudited interim financial statements for the nine month period ended February 28, 2010 form part of this quarterly report.  They are stated in United States Dollars (US$) and are prepared in accordance with United States generally accepted accounting principles.





2






GURATA GOLD, INC.

(AN EXPLORATION STAGE COMPANY)

FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED FEBRUARY 28, 2010 AND 2009

AND THE PERIOD FROM MAY 26, 2006 (INCEPTION) TO FEBRUARY 28, 2010












BALANCE SHEETS

F-1


STATEMENTS OF OPERATIONS

F-2


STATEMENTS OF CASH FLOWS

F-3


NOTES TO FINANCIAL STATEMENTS

F-4




3





GURATA GOLD, INC.

(AN EXPLORATION STAGE COMPANY)

BALANCE SHEETS

 

  

February 28,

May 31,

  

2010

2009

  

(Unaudited)

 

ASSETS

 

 

  

 

 

Current assets:

 

 

Cash

 $                1,125

 $         1,339

Deposit receivable

                      108

               104

  

 

 

  

 

 

Total assets

 $                1,233

 $         1,443

  

 

 

LIABILITIES AND STOCKHOLDERS' (DEFICIT) EQUITY

 

 

  

 

 

Current liabilities:

 

 

Accounts payable

 $              26,657

 $       21,853

Accrued administrative fees

                   1,500

            1,876

Accrued professional fees

                         -   

                 99

Advances payable

                 33,183

          15,108

  

 

 

  

 

 

Total liabilities

                 61,340

          38,936

  

 

 

Commitments and contingencies

 -

 -

  

 

 

Stockholders' deficit:

 

 

Common stock; authorized 75,000,000; $0.001 par value;

 

 

    39,000,000 shares issued and outstanding at

 

 

    February 28, 2010 and May 31, 2009

                 39,000

          39,000

Additional paid in capital

                 76,250

          76,250

Deficit accumulated during the exploration stage

             (175,357)

      (152,743)

  

 

 

  

 

 

Total stockholders' deficit

               (60,107)

        (37,493)

  

 

 

Total liabilities and stockholders' deficit

 $                1,233

 $         1,443

 

 

 

 

 

 

The accompanying notes are an integral part of these  interim financial statements




F-1





GURATA GOLD, INC.

(AN EXPLORATION STAGE COMPANY)

STATEMENTS OF OPERATIONS

(UNAUDITED)

 

 

 

 

 

 

 

 

Three Months Ended February 28,

Nine Months Ended February 28,

From May 26, 2006 (Inception) to February 28, 2010

  

  

2010

2009

2010

2009

  

 

 

 

 

 

Operating Expenses:

 

 

 

 

 

Administrative fees

 $      1,500

 $      3,050

 $      6,125

 $      7,875

29,124

Bank charges and interest

103

27

254

96

706

Consulting

-

4,000

-

6,450

27,891

Donated rent

-

-

-

-

2,750

Donated services

-

-

-

-

5,500

Exploration and development

-

1,696

-

1,696

21,058

Office

-

-

-

-

123

Professional fees

2,655

2,146

14,542

29,789

79,449

Regulatory

1,188

1,325

1,693

2,372

7,756

Impairment loss on mineral property costs

-

-

-

-

1,000

  

 

 

 

 

 

Net loss for the period

 $   (5,446)

 $ (12,244)

 $ (22,614)

 $ (48,278)

 $      (175,357)

  

 

 

 

 

 

  

 

 

 

 

 

Net loss per share:

 

 

 

 

 

Basic and diluted

 $       0.00

 $       0.00

 $        0.00

 $        0.00

 

 

 

 

 

 

 

Weighted average number of shares outstanding:

 

 

 

 

 

Basic and diluted

39,000,000

39,000,000

39,000,000

39,000,000

 

 

 

 

 

 

 

The accompanying notes are an integral part of these interim financial statements






F-2





GURATA GOLD, INC.

(AN EXPLORATION STAGE COMPANY)

STATEMENTS OF CASH FLOWS

(UNAUDITED)

 

  

 

From May 26, 2006

  

Nine Months Ended

(Inception) to

  

February 28, 2010

February 28, 2009

February 28, 2010

  

 

 

 

Cash flow from operating activities:

 

 

 

Net loss

 $             (22,614)

 $                  (48,278)

 $               (175,357)

Adjustments to reconcile net loss to net cash used in operating activities:

 

 

 

Donated services and rent

-

-

8,250

Impairment loss on mineral property costs

-

-

1,000

Changes in operating assets and liabilities:

 

 

 

Deposit receivable

(4)

6,213

(108)

Accounts payable

4,804

14,859

26,657

Accrued administrative fees

(376)

(525)

1,500

Accrued professional fees

(99)

(127)

-

Advances payable

18,075

-

33,183

Due to related party

-

505

-

Net cash used in operating activities

(214)

(27,353)

(104,875)

  

 

 

 

Cash flows from investing activities:

 

 

 

Acquisition of mineral properties

-

-

(1,000)

  

 

 

 

  

 

 

 

Net cash used in investing activities

-

-

(1,000)

  

 

 

 

Cash flows from financing activities:

 

 

 

Cash from issuance of common stock

-

 

107,000

  

 

 

 

  

 

 

 

Net cash provided by financing activities

-

-

107,000

  

 

 

 

Net (decrease) increase in cash during the period

(214)

(27,353)

1,125

  

 

 

 

Cash, beginning of period

1,339

30,200

-

  

 

 

 

Cash, end of period

 $                  1,125

 $                      2,847

 $                      1,125

  

 

 

 

Supplemental disclosure of cash flow information:

 

 

 

Cash paid during the period

 

 

 

Taxes

 $                          -   

$                                -   

 $                             -   

Interest

 $                          -   

$                                -   

 $                             -   

 

 

 

 

 

 

 

 

The accompanying notes are an integral part of these interim financial statements




F-3


GURATA GOLD, INC. 

(AN EXPLORATION STAGE COMPANY)

NOTES TO THE FINANCIAL STATEMENTS

FEBRUARY 28, 2010

(UNAUDITED)



NOTE 1 – ORGANIZATION AND BASIS OF PRESENTATION

Nature of Operations

Gurata Gold, Inc. (“Gurata”) was incorporated on May 26, 2006, under the laws of the State of Nevada.  Gurata’s principal business is the acquisition and exploration of mineral resources in northwestern British Columbia, Canada.  Gurata has not presently determined whether its properties contain mineral reserves that are economically recoverable.  In these notes, the terms “Company”, “we”, “us” or “our” mean Gurata.

Exploration Stage

These financial statements and related notes are presented in accordance with accounting principles generally accepted in the United States of America.  The Company has not produced any revenues from its principal business and is an exploration stage company as defined by SEC Industry Guide 7, and follows Accounting Standard 915 Development Stage Entities (AS 915), where applicable.

The Company is in the early exploration stage.  In an exploration stage company, management devotes most of its time to conducting exploratory work and developing its business.  These financial statements have been prepared on a going concern basis, which implies the Company will continue to realize its assets and discharge its liabilities in the normal course of business.  The Company has never paid any dividends and is unlikely to pay dividends or generate earnings in the immediate or foreseeable future.  The Company’s continuation as a going concern and its ability to emerge from the exploration stage with any planned principal business activity is dependent upon the continued financial support of its shareholders and its ability to obtain the necessary equity financing and attain profitable operations.

Basis of Presentation

The accompanying unaudited financial statements included herein have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and with the instructions to Form 10-Q.  They do not include all information and notes required by generally accepted accounting principles for complete financial statements.  However, except as disclosed herein, there have been no material changes in the information disclosed in the notes to the financial statements included on Form 10-K of Gurata Gold, Inc. for the year ended May 31, 2009.  In the opinion of management, all adjustments considered necessary for a fair presentation have been included, and are of a normal recurring nature.  Operating results for the three and nine months ended February 28, 2010 are not necessarily indicative of the results that may be expected for any other interim period or the entire year.  For further information, these unaudited financial statements and the related notes should be read in conjunction with the Company’s audited financial statements for the year ended May 31, 2009, included in the Company’s annual report on Form 10-K.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Cash and Cash Equivalents

For purposes of the balance sheet and statement of cash flows, the Company considers all amounts on deposit with financial institutions and highly liquid investments with maturities of 90 days or less to be cash equivalents.  At February 28, 2010 and May 31, 2009, the Company did not have any cash equivalents



F-4


GURATA GOLD, INC. 

(AN EXPLORATION STAGE COMPANY)

NOTES TO THE FINANCIAL STATEMENTS

FEBRUARY 28, 2010

(UNAUDITED)



NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Financial Instruments

Concentration of Credit Risk

Financial instruments that potentially subject the Company to significant concentrations of credit risk consist principally of cash.  At February 28, 2010 and May 31, 2009 the Company had approximately $1,125 and $1,339, respectively in cash that was not insured.  This cash is being held by the President of Gurata.  The Company has not experienced any losses in cash balances and does not believe it is exposed to any significant credit risk on its cash.

Foreign Exchange Risk

The Company is subject to foreign exchange risk for transactions denominated in foreign currencies.  Foreign currency risk arises from the fluctuation of foreign exchange rates and the degree of volatility of these rates relative to the United States dollar.  The Company does not believe that it has any material risk due to foreign currency exchange.

Fair Value of Financial Instruments

On June 1, 2007, the Company adopted Accounting Standard 820 Fair Value Measurement and Disclosure (AS 820).  AS 820 relates to financial assets and financial liabilities.  AS 820 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.  The adoption of AS 820, as it relates to financial assets and financial liabilities, had no impact on the Company’s financial statements.

AS 820 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.  This standard is now the single source in GAAP for the definition of fair value, except for the fair value of leased property as defined in ASC 840. AS 820 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 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 AS 820 are described below:

Level 1 - Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities.

Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, including quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability (e.g., interest rates); and inputs that are derived principally from or corroborated by observable market data by correlation or other means.

Level 3 - Inputs that are both significant to the fair value measurement and unobservable.



F-5


GURATA GOLD, INC. 

(AN EXPLORATION STAGE COMPANY)

NOTES TO THE FINANCIAL STATEMENTS

FEBRUARY 28, 2010

(UNAUDITED)



NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Fair Value of Financial Instruments (continued)

The Company’s financial instruments include cash, deposit receivable, accounts payable, accrued administrative fees, professional fees and advances payable. The fair value of these financial instruments approximate their carrying values due to their short maturities.

Foreign Currency Translation

The Company’s functional and reporting currency is the United States dollar.  Monetary assets and liabilities denominated in foreign currencies are translated in accordance with Accounting Standard 830  Foreign Currency Matters (AS 830), using the exchange rate prevailing at the balance sheet date.  Gains and losses arising on settlement of foreign currency denominated transactions or balances are included in the determination of income.  Foreign currency transactions are primarily undertaken in Canadian dollars.  The Company has not to the date of these financial statements, entered into derivative instruments to offset the impact of foreign currency fluctuations.

Accounting Estimates

The preparation of the 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 disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.  Actual results could differ from those estimates.

The Company’s financial statements are based on a number of estimates, including accruals for estimated administrative and professional fees.

Comprehensive Income (Loss)

Comprehensive Income (loss) reflects changes in equity that results from transactions and economic events from non-owner sources.  At February 28, 2010 and May 31, 2009, the Company has no items that represent a comprehensive income (loss) and, therefore, has not included a schedule of comprehensive income (loss) in the financial statements.

Mineral Property Costs

The Company has been in the exploration stage since its inception on May 26, 2006 and has not yet realized any revenues from its planned operations.  It is primarily engaged in the acquisition and exploration of mining properties.  Mineral property exploration costs are expensed as incurred.  Mineral property acquisition costs are initially capitalized when incurred using the guidance in the Emerging Issues Task Force (EITF) 04-02, Whether Mineral Rights are Tangible or Intangible Assets.  The Company assesses the carrying costs for impairment under Accounting Standards 930 Extractive Activities – Mining (AS 930) at each fiscal quarter end.  An impairment is recognized when the sum of the expected undiscounted future cash flows is less than the carrying amount of the mineral property.  Impairment losses, if any, are measured as the excess of the carrying amount of the mineral property over its estimated fair value (see Note 5).

When it has been determined that a mineral property can be economically developed as a result of establishing proven and probable reserves, the costs then incurred to develop such property, are capitalized.  Such costs will be amortized using the units-of-production method over the estimated life of the proven and probable reserves.  If mineral properties are subsequently abandoned or impaired, any capitalized costs will be charged to operations.



F-6


GURATA GOLD, INC. 

(AN EXPLORATION STAGE COMPANY)

NOTES TO THE FINANCIAL STATEMENTS

FEBRUARY 28, 2010

(UNAUDITED)



NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Asset Retirement Obligations

Accounting Standard 410 Asset Retirement and Environmental Obligations (AS 410) addresses financial accounting and reporting for obligations associated with the retirement of tangible long-lived assets and the associated asset retirement costs.  Specifically, AS 410 requires that the fair value of a liability for an asset retirement obligation be recognized in the period in which it is incurred if a reasonable estimate of fair value can be made.  In addition, the asset retirement cost is capitalized as part of the asset’s carrying value and subsequently allocated to expense over the asset’s useful life.  At February 28, 2010 and May 31, 2009, the Company did not have any asset retirement obligations.

Basic and Diluted Net Loss Per Common Share (“EPS”)

Basic net loss per share is computed by dividing the net loss attributable to the common stockholders by the weighted average number of common shares outstanding during the reporting period.  Diluted net income per common share includes the potential dilution that could occur upon exercise of the options and warrants to acquire common stock computed using the treasury stock method which assumes that the increase in the number of shares is reduced by the number of shares which could have been repurchased by the Company with the proceeds from the exercise of the options and warrants (which were assumed to have been made at the average market price of the common shares during the reporting period).

Potential common shares are excluded from the diluted loss per share computation in net loss periods as their inclusion would be anti-dilutive.

At February 28, 2010, the Company had issued 39,000,000 common shares and had no outstanding options or warrants.

Stock-Based Compensation

In December 2004 Accounting Standard 718, Compensation – Stock Compensation (AS 718) was brought into effect.  AS 718 eliminates the option to use the intrinsic value method of accounting and requires recording expense for stock compensation based on a fair value based method.

The adoption of AS 718 did not have a material effect on the Company’s financial condition or results of operations because since inception the Company has not entered into any share-based transactions.

Recent Accounting Pronouncements

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



F-7


GURATA GOLD, INC. 

(AN EXPLORATION STAGE COMPANY)

NOTES TO THE FINANCIAL STATEMENTS

FEBRUARY 28, 2010

(UNAUDITED)



NOTE 3 – GOING CONCERN

These financial statements have been prepared on a going concern basis, which implies the Company will continue to realize its assets and discharge its liabilities in the normal course of business.  The Company has not generated any revenues since inception and has never paid any dividends and is unlikely to pay dividends or generate earnings in the immediate or foreseeable future.  The continuation of the Company as a going concern is dependent upon the continued financial support from its shareholders, the ability of the Company to obtain necessary equity financing to continue operations, confirmation of the Company’s interests in the underlying properties, and the attainment of profitable operations.  The Company’s ability to achieve and maintain profitability and positive cash flows is dependent upon its ability to locate profitable mineral properties, generate revenues from its mineral production and control production costs.  Based upon current plans, the Company expects to incur operating losses in future periods.  At February 28, 2010, the Company had an accumulated deficit of $175,357 since inception.  These factors raise substantial doubt regarding the Company’s ability to continue as a going concern.  There is no assurance that the Company will be able to generate revenues in the future.  These financial statements do not give any effect to any adjustments that would be necessary should the Company be unable to continue as a going concern and therefore be required to realize its assets and discharge its liabilities in other than the normal course of business and at amounts different from those reflected in the accompanying financial statements.

NOTE 4 - RELATED PARTY TRANSACTIONS

All of the Company’s mineral claims are registered in the name of a former director of the Company and pursuant to a trust agreement are held in trust on behalf of the Company (see Note 5).

NOTE 5 – UNPROVED MINERAL PROPERTY

On December 15, 2006, the Company acquired the Gate 1 mineral claim near Atlin, British Columbia, Canada, comprising an area of 376.49 hectares for $1,000.  During the year ended May 31, 2007, the Company determined that the carrying amount of the mineral property was in excess of its estimated fair value and recognized an impairment loss on mineral property costs of $1,000 (see Notes 2 and 4).

The Company is required to incur approximately $2,748 (CDN$3,012) on or before February 10, 2010 and each year thereafter in exploration expenditures or pay the equivalent sum in cash in lieu of work, in order to retain title to the claim.

Due to prior work that was done on the claim the Company’s mineral claim is in good standing until February 10, 2012.

NOTE 6 - COMMON STOCK

On July 11, 2006 and August 23, 2006, the Company issued 3,000,000 and 19,000,000 common shares respectively, at $0.001 per share for cash of $22,000.

On November 30, 2007, the Company issued 17,000,000 common shares at $0.005 per share for cash of $85,000.

NOTE 7 – SUBSEQUENT EVENTS

The Company has evaluated subsequent events through April 14, 2010, which is the date the financial statements were issued.




F-8




Item 2.  Management's Discussion and Analysis of Financial Condition and Results of Operations.

FORWARD-LOOKING STATEMENTS

This quarterly report contains forward-looking statements. These are statements regarding financial and operating performance and results and other statements that are not historical facts.  The words “expect,” “project,” “estimate,” “believe,” “anticipate,” “intend,” “plan,” “forecast,” and similar expressions are intended to identify forward-looking statements.  Certain important risks could cause results to differ materially from those anticipated by some of the forward-looking statements.  Some, but not all, of these risks include, among other things:


·

general economic conditions, because they may affect our ability to raise money,

·

our ability to raise enough money to continue our operations,

·

changes in regulatory requirements that adversely affect our business,

·

changes in the prices for minerals that adversely affect our business,

·

political changes in Canada, which could affect our interests there, and

·

other uncertainties, all of which are difficult to predict and many of which are beyond our control.

We caution you not to place undue reliance on these forward-looking statements, which reflect our management’s view only as of the date of this report.  We are not obligated to update these statements or publicly release the results of any revisions to them to reflect events or circumstances after the date of this report or to reflect the occurrence of unanticipated events.  You should refer to and carefully review the information in future documents we file with the Securities and Exchange Commission.

In this quarterly report, unless otherwise specified, all dollar amounts are expressed in United States dollars. All references to "US$" refer to United States dollars and all references to "common stock" refer to the common shares in our capital stock.

As used in this quarterly report, the terms "we", "us", "our" and "our company" mean Gurata Gold, Inc., unless otherwise indicated.

General Overview and Business Development over the Last Three Years

We were incorporated in the state of Nevada on May 26, 2006. Since our incorporation, we have been in the business mineral exploration.

On January 17, 2007, we acquired the Gate 1 Claim, a mineral claim in the Province of British Columbia.

Management has no previous experience exploring for minerals or operating a mining company. Even if we complete our current exploration program and are successful in identifying a mineral deposit, we will have to spend substantial funds on further drilling and engineering studies before we will know if we have a commercially viable mineral deposit or reserve on the Gate 1 Claim.

Under the Mineral Tenure Act (British Columbia), title to British Columbia mineral claims can only be held by individuals or British Columbia corporations. Because of this regulation, Feliberto Gurat, our former chief financial officer, is holding the Gate 1 Claim in trust for our company until we can determine whether there is a commercially viable gold deposit on the Gate 1 Claim. If we determine that there is a commercially viable gold deposit on the Gate 1 Claim we will incorporate a British Columbia subsidiary to hold title to the Gate 1 Claim and Mr. Gurata will transfer the Gate 1 Claim to the subsidiary. The transfer will be at no cost to our company, other than the costs associated with the incorporation of the British Columbia subsidiary.

The cost of the Gate 1 Claim charged to operations by Gurata was $1,000, which represented the cost to acquire the Gate 1 Claim via a property agreement with Kenneth Ralfs. However, Gurata will incur much more significant expenses in order to explore the Gate 1 Claim as described in the Exploration Plan below.

We have no current plans to change our business activities from mineral exploration or to combine with another business. It is possible that beyond the foreseeable future that our mineral exploration efforts fail and for any



4




potential minerals in our property, become uneconomic due to market prices for such minerals, which may require us to change our plan of operations. However, until we encounter such a situation management intends to explore for minerals in British Columbia, Canada or elsewhere.

We have not been involved in any bankruptcy, receivership or similar proceedings. There have been no material reclassifications, mergers, consolidations or purchases or sales of a significant amount of assets not in the ordinary course of our business.

Our Current Business

We were incorporated on May 26, 2006 in the state of Nevada.  Our principal business is the acquisition and exploration of mineral resources in northern British Columbia. We have not presently determined whether our properties contain mineral reserves that are economically recoverable.  We have not commenced significant operations and are considered an Exploration Stage Company, as defined by SEC Industry Guide 7, and follows Statement of Accounting Standard 915 (AS 915)  Development Stage Entities, where applicable.  We have no operations and if our mineral claims are not successfully developed we will not earn any revenues.

Results of Operations

Results of Operations

Three Months Ended February 28, 2010 and 2009

Our operating results for the three months ended February 28, 2010 and 2009 and the changes between those periods for the expenses are summarized as follows:


 

Three Months Ended
February 28,

2010

Three Months Ended
February 28,

2009

Change Between
Three Month Period Ended
February 28, 2010
and February 28, 2009

Revenue

$

Nil

$

Nil

$

Nil

Administrative fees

 

1,500

 

3,050

 

(1,550)

Bank charges and interest

 

103

 

27

 

76

Consulting

 

Nil

 

4,000

 

(4,000)

Exploration and development

 

Nil

 

1,696

 

(1,696)

Professional fees

 

2,655

 

2,146

 

509

Regulatory

 

1,188

 

1,325

 

(137)

Net loss for the period

(5,446)

 $

(12,244)

 $

6,798

During the three months ended February 28, 2010, our net loss decreased by $6,798 a decrease of 56% from $12,244 for the three months ended February 28, 2009 to $5,446 for the three months ended February 28, 2010.

The $6,798 decrease in our net loss for the three months ended February 28, 2010 was primarily caused by a decrease in administrative fees, consulting expenses, professional fees and regulatory expenses.

Nine months Ended February 28, 2010 and 2009

Our operating results for the Nine months ended February 28, 2010 and 2009 and the changes between those periods for the expenses are summarized as follows:




5







 

Nine months Ended
February 28,

2010

Nine months Ended
February 28,

2009

Change Between
Nine Month Period Ended
February 28, 2010
and February 28, 2009

Revenue

$

Nil

$

Nil

$

Nil

Administrative fees

 

6,125

 

7,875

 

(1,750)

Bank charges and interest

 

254

 

96

 

158

Consulting

 

Nil

 

6,450

 

(6,450)

Exploration and development

 

Nil

 

1,696

 

(1,696)

Professional fees

 

14,542

 

29,789

 

(15,247)

Regulatory

 

1,693

 

2,372

 

(679)

Net loss for the period

(22,614)

 $

(48,278)

 $

25,664

During the Nine months ended February 28, 2010, our net loss decreased by $25,664 a decrease of 53% from $48,278 for the Nine months ended February 28, 2009 to $22,614 for the Nine months ended February 28, 2010.

The $25,664 decrease in our net loss for the Nine months ended February 28, 2010 was primarily caused by a decrease in our administrative fees, consulting expenses, exploration and development, professional fees and regulatory expenses.

Revenues

Over the next 12 months, we do not anticipate generating any revenue and we expect our operating losses to be approximately $57,000.  We plan to continue to fund Phase Two of our mineral exploration program and our operations through equity financing from the sale of our shares of common stock, private advances or through the sale of a part interest in the Gate 1 Claim.  We do not have any financing arranged and cannot provide any assurance that we will be able to raise sufficient funding from the sale of our shares of common stock, that we will receive private advances or that we will be able to sell a part interest in the Gate 1 Claim.  Although we have not attempted to locate a joint venture partner, if we enter into a joint venture arrangement, we would assign a percentage of our interest in the Gate 1 Claim to our joint venture partner.

Liquidity and Financial Condition

At February 28, 2010, we had a cash balance of $1,125 and negative cash flows from operations of $214. During the nine months ended February 28, 2010, we funded our operations with cash that we received from the sale of common stock in prior years and from advances from an unrelated party.

Cash Flows

 

 

As at
February 28,

 

 

2010

 

2009

Net Cash Used in Operating Activities

$

(214)

$

(27,353)

Net Cash Used In Investing Activities

$

Nil

$

Nil

Net Cash Provided by Financing Activities

$

Nil

$

Nil

Decrease in Cash During the Period

$

(214)

$

(27,353)



6







Net Cash Used in Operating Activities

Net cash used in operating activities during the nine months ended February 28, 2010 was $214.  We used cash primarily to cover our net loss of $22,614 and a reduction of $376 in accrued administrative fees and a reduction of $99 in accrued professional fees.  These uses of cash were offset primarily by an increase in accounts payable of $4,804 and an increase in advances payable of $18,075.

Net cash used in operating activities during the nine months ended February 28, 2009 was $27,353.  We used cash primarily to fund our net loss of $48,278 , a reduction of accrued administrative fees of $525 and a reduction of accrued professional fees of $127. These uses were offset by an increase in accounts payable of $14,859 and a collection of deposits receivable of 6,213. Our amounts due to a related party also increased by $505.

Net Cash Used in Investing Activities

We did not have any investing activities during the nine months ended February 28, 2010 and 2009.

Net Cash Provided By Financing Activities

During the nine months ended February 28, 2010 and 2009 we did not have any financing activities.

Working Capital

 

 

At

February 28,

 

 

At

May 31,

 

  

 

2010

 

 

2009

 

Current assets

$

1,233

 

$

1,443

 

Current liabilities

 

(61,340)

 

 

(38,936)

 

Working capital

$

(60,107)

 

$

(37,493)

 


Unproved Mineral Property

Gate 1 Claim

On December 15, 2006 we purchased the Gate 1 Claim near Atlin, British Columbia, Canada, comprising an area of 376.488 hectares for $1,000.  The Gate 1 Claim is registered in the name of a former director and pursuant to a trust agreement is held in trust on our behalf.  See Exhibit 10.2 – Trust agreement for more details.

At February 28, 2010, we had spent $21,058 on exploration work including a helicopter-supported magnetic survey on the Gate 1 Claim.  On December 15, 2008, our company registered exploration work performed on its unproved mineral property with the Government of British Columbia, which allows our company to retain title to the claim until February 10, 2012.

Exploration Plan

On June 18, 2008, we received an exploration report on a helicopter-supported magnetic survey on the Gate 1 Claim from our consulting geologist.  The report recommends prospecting and surveying the Gate 1 Claim.  If the prospecting is successful in discovering mineralization the report recommends following up with an IP/resistivity survey in order to verify magnetic anomalies and help determine the depth of the causative source.  Management reviewed the report in 2009 and have had discussions with our consulting geologist to determine the economic viability of the mineral claim based on the data that was obtained in the helicopter-supported magnetic survey.



7




Due to Gurata’s current financial condition it did not have enough cash to start Phase Two in July 2009 as disclosed in previous SEC filings. In light of difficult global financial conditions Gurata will delay its exploration plans for one year.

The following is a brief summary of our four phase exploration program:

1.

Management reviewed the geological report about the helicopter-supported magnetic survey in 2009 and have discussed with our consulting geologist the economic viability of the mineral claim based on the data that was obtained in the magnetic survey. This was called Phase One.

2.

Phase One was successful and we plan to conduct the second phase of our four phase exploration program starting in July 2010.  This Phase Two exploration program is expected to cost approximately $19,600 (CDN$20,000).  A two-person field crew will fly to the Gate 1 Claim and will stay for a period of 15 days.  During this period the crew will generally survey the Gate 1 Claim seeking any outcroppings and locating streams.  An outcropping is a part of a rock formation that appears above the surface of the surrounding land.  The crew will use global positioning equipment, take 100 geochemical samples and take 15 rock samples.  All samples will be bagged and tagged for location, date and time for later analysis.  After this period is over the crew will return to Atlin by float plane.

3.

The samples obtained during the Phase Two exploration program will be analyzed at a laboratory and we will review the results of the Phase Two exploration program in the winter of 2010.  We will engage our consulting geologist to interpret the results of Phase Two.  It is estimated that the analysis and interpretation of results will cost approximately $3,400 (CDN$3,500).  If we are able to identify favorable rock formations and structures with elevated metal values we will plan and conduct a Phase Three program.

4.

If the Phase Three program were to proceed, our consulting geologist has indicated that we should budget approximately $58,900 (CDN$60,000).  If we proceed with our Phase Three program we would do so in July 2011.  A small crew will fly to the Gate 1 Claim and will stay for a period of time to be determined.  During this period the crew will continue with Phase Two field work including additional sampling and mapping, magnetometer survey, trenching and a small number of diamond drill holes.  All samples will be bagged and tagged for location, date and time for later analysis. After this period is over the crew will return to Atlin by float plane.

5.

In the case that the Phase Three exploration program takes place, we will review the results in winter 2011.  If we are able to continue to confirm elevated metal values at specific hand drilled targets we will consider Phase Three a success and will plan for a Phase Four exploration program.  The Phase Four exploration program is expected to cost at least $245,000 (CDN$250,000).  At this stage, we would seek to link with a major resource company in a joint venture relationship in recognition of financing requirements.  If we proceed with Phase Four of our exploration plan we would commence in July 2012.

Challenges and Risks

On February 28, 2010, we had cash of approximately $1,125.  We will have to raise additional funds to cover our operating costs and commence Phase Two of our mineral exploration program.

During the next 12 months, we do not anticipate generating any revenue.  If we require additional funds, we anticipate this additional funding will come from equity financing from the sale of our common stock, private loans or advances or the sale of part of our interest in the Gate 1 Claim.  If we are successful in completing an equity financing, existing shareholders will experience dilution of their interest.  We do not have any financing arranged and cannot provide investors with any assurance that we will be able to raise sufficient funding from the sale of our common stock or obtain private loans or advances to fund our mineral exploration program.  In the absence of such financing, our business will fail.

We may consider entering into a joint venture partnership by linking with a major resource company to provide the required funding to complete our Phase Four exploration program.  We have not undertaken any efforts to locate a



8




joint venture partner for Phase Four.  If we enter into a joint venture arrangement, we will assign a percentage of our interest in the Gate 1 Claim to the joint venture partner.

 

Based on the nature of our business, we anticipate incurring operating losses in the foreseeable future.  We base this expectation, in part, on the fact that very few mineral claims in the exploration stage ultimately develop into producing, profitable mines.  Our future financial results are also uncertain due to a number of factors, some of which are outside our control.  These factors include, but are not limited to:

·

our ability to raise additional funding;

·

the market price for gold;

·

the results of our proposed exploration programs on the Gate 1 Claim; and

·

our ability to find joint venture partners for the development of our property interests.

Foreign Exchange

We are subject to foreign exchange risk for transactions denominated in foreign currencies.  Foreign currency risk arises from the fluctuation of foreign exchange rates and the degree of volatility of these rates relative to the United States dollar.  We do not believe that we have any material risk due to foreign currency exchange.

Other Trends, Events or Uncertainties that may Impact Results of Operations or Liquidity

Trends, Events, and Uncertainties

The economic crisis in the United States and the resulting economic uncertainty and market instability may make it harder for us to raise capital as and when we need it and have made it difficult for us to assess the impact of the crisis on our operations or liquidity and if the prices we will receive on the sale of minerals will exceed the cost of mineral exploitation.  If we are unable to raise cash, we may be required to cease our operations.  Other than as discussed in this quarterly report, we know of no other trends, events or uncertainties that have or are reasonably likely to have a material impact on our short-term or long-term liquidity.

Contractual Obligations

As a “smaller reporting company”, we are not required to provide tabular disclosure obligations.

Going Concern

These financial statements have been prepared on a going concern basis, which implies our company will continue to realize its assets and discharge its liabilities in the normal course of business.  Our company has not generated any revenues since inception and has never paid any dividends and is unlikely to pay dividends or generate earnings in the immediate or foreseeable future.  The continuation of our company as a going concern is dependent upon the continued financial support from its shareholders, the ability of our company to obtain necessary equity financing to continue operations, confirmation of our company’s interests in the underlying properties, and the attainment of profitable operations.  Our company’s ability to achieve and maintain profitability and positive cash flows is dependent upon its ability to locate profitable mineral properties, generate revenues from its mineral production and control production costs.  Based upon current plans, our company expects to incur operating losses in future periods.  At February 28, 2010, our company had an accumulated deficit of $175,357 since inception.  These factors raise substantial doubt regarding our company’s ability to continue as a going concern.  There is no assurance that our company will be able to generate revenues in the future.  These financial statements do not give any effect to any adjustments that would be necessary should our company be unable to continue as a going concern and therefore be required to realize its assets and discharge its liabilities in other than the normal course of business and at amounts different from those reflected in the accompanying financial statements.



9




Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to stockholders.

Contingencies and Commitments

We had no commitments or contingencies at February 28, 2010. 

Internal and External Sources of Liquidity

To date, we have funded our operations from the sale of our common stock and from advances from an unrelated party.

Recently Adopted and Recently Issued Accounting Standards

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

Critical Accounting Policies

Our consolidated financial statements and accompanying notes are prepared in accordance with generally accepted accounting principles in the United States. Preparing financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, and expenses. These estimates and assumptions are affected by management's application of accounting policies. We believe that understanding the basis and nature of the estimates and assumptions involved with the following aspects of our consolidated financial statements is critical to an understanding of our financials.

Cash and Cash Equivalents

For purposes of the balance sheet and statement of cash flows, our company considers all amounts on deposit with financial institutions and highly liquid investments with maturities of 90 days or less to be cash equivalents.  At February 28, 2010 and May 31, 2009, our company did not have any cash equivalents.

Financial Instruments

Concentration of Credit Risk

Financial instruments that potentially subject our company to significant concentrations of credit risk consist principally of cash.  At February 28, 2010 and May 31, 2009 our company had approximately $1,125 and $1,339, respectively in cash that was not insured.  This cash is being held by our President. Our company has not experienced any losses in cash balances and does not believe it is exposed to any significant credit risk on its cash.

Foreign Exchange Risk

Our company is subject to foreign exchange risk for transactions denominated in foreign currencies.  Foreign currency risk arises from the fluctuation of foreign exchange rates and the degree of volatility of these rates relative to the United States dollar.  Our company does not believe that it has any material risk due to foreign currency exchange.

Fair Value of Financial Instruments

On June 1, 2007, our company adopted Accounting Standard 820 Fair Value Measurement and Disclosure (AS 820).  AS 820 relates to financial assets and financial liabilities.  AS 820 defines fair value, establishes a framework



10




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.  The adoption of AS 820, as it relates to financial assets and financial liabilities, had no impact on our company’s financial statements.

AS 820 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.  This standard is now the single source in GAAP for the definition of fair value, except for the fair value of leased property as defined in ASC 840. AS 820 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 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 AS 820 are described below:

Level 1 - Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities.

Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, including quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability (e.g., interest rates); and inputs that are derived principally from or corroborated by observable market data by correlation or other means.

Level 3 - Inputs that are both significant to the fair value measurement and unobservable.

Our company’s financial instruments include cash, deposit receivable, accounts payable, accrued administrative fees, professional fees and advances payable. The fair value of these financial instruments approximate their carrying values due to their short maturities.

Foreign Currency Translation

Our company’s functional and reporting currency is the United States dollar.  Monetary assets and liabilities denominated in foreign currencies are translated in accordance with Accounting Standard 830 Foreign Currency Matters (AS 830), using the exchange rate prevailing at the balance sheet date.  Gains and losses arising on settlement of foreign currency denominated transactions or balances are included in the determination of income.  Foreign currency transactions are primarily undertaken in Canadian dollars.  Our company has not to the date of these financial statements, entered into derivative instruments to offset the impact of foreign currency fluctuations.

Accounting Estimates

The preparation of the 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 disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.  Actual results could differ from those estimates.

Our company’s financial statements are based on a number of estimates, including accruals for estimated administrative and professional fees.

Comprehensive Income (Loss)

Comprehensive Income (loss) reflects changes in equity that results from transactions and economic events from non-owner sources.  At February 28, 2010 and May 31, 2009, our company has no items that represent a



11




comprehensive income (loss) and, therefore, has not included a schedule of comprehensive income (loss) in the financial statements.

Mineral Property Costs

Our company has been in the exploration stage since its inception on May 26, 2006 and has not yet realized any revenues from its planned operations.  It is primarily engaged in the acquisition and exploration of mining properties.  Mineral property exploration costs are expensed as incurred.  Mineral property acquisition costs are initially capitalized when incurred using the guidance in the Emerging Issues Task Force (EITF) 04-02, Whether Mineral Rights are Tangible or Intangible Assets.  Our company assesses the carrying costs for impairment under Accounting Standards 930 Extractive Activities – Mining (AS 930) at each fiscal quarter end.  An impairment is recognized when the sum of the expected undiscounted future cash flows is less than the carrying amount of the mineral property.  Impairment losses, if any, are measured as the excess of the carrying amount of the mineral property over its estimated fair value.

When it has been determined that a mineral property can be economically developed as a result of establishing proven and probable reserves, the costs then incurred to develop such property, are capitalized.  Such costs will be amortized using the units-of-production method over the estimated life of the proven and probable reserves.  If mineral properties are subsequently abandoned or impaired, any capitalized costs will be charged to operations

Asset Retirement Obligations

Accounting Standard 410 Asset Retirement and Environmental Obligations (AS 410) addresses financial accounting and reporting for obligations associated with the retirement of tangible long-lived assets and the associated asset retirement costs.  Specifically, AS 410 requires that the fair value of a liability for an asset retirement obligation be recognized in the period in which it is incurred if a reasonable estimate of fair value can be made.  In addition, the asset retirement cost is capitalized as part of the asset’s carrying value and subsequently allocated to expense over the asset’s useful life.  At February 28, 2010 and May 31, 2009, our company did not have any asset retirement obligations.

Basic and Diluted Net Loss Per Common Share (“EPS”)

Basic net loss per share is computed by dividing the net loss attributable to the common stockholders by the weighted average number of common shares outstanding during the reporting period.  Diluted net income per common share includes the potential dilution that could occur upon exercise of the options and warrants to acquire common stock computed using the treasury stock method which assumes that the increase in the number of shares is reduced by the number of shares which could have been repurchased by our company with the proceeds from the exercise of the options and warrants (which were assumed to have been made at the average market price of the common shares during the reporting period).

Potential common shares are excluded from the diluted loss per share computation in net loss periods as their inclusion would be anti-dilutive.

At February 28, 2010, our company had issued 39,000,000 common shares and had no outstanding options or warrants.

Stock-Based Compensation

In December 2004 Accounting Standard 718, Compensation – Stock Compensation (AS 718) was brought into effect.  AS 718 eliminates the option to use the intrinsic value method of accounting and requires recording expense for stock compensation based on a fair value based method.

The adoption of AS 718 did not have a material effect on our company’s financial condition or results of operations because since inception our company has not entered into any share-based transactions.



12




Recently Issued Accounting Standards

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

Item 3.  Quantitative Disclosures About Market Risks

As a “smaller reporting company”, we are not required to provide the information required by this Item.

Item 4T.  Controls and Procedures.

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports filed under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms, and that such information is accumulated and communicated to our management, including our president (also our principal executive officer, principal financial officer and principal accounting officer) to allow for timely decisions regarding required disclosure.

As of February 28, 2010, the end of our third quarter covered by this report, we carried out an evaluation, under the supervision and with the participation of our president (also our principal executive officer, principal financial and accounting officer), of the effectiveness of the design and operation of our disclosure controls and procedures. Based on the foregoing, our president (also our principal executive officer, principal financial and accounting officer) concluded that our disclosure controls and procedures were not effective in providing reasonable assurance in the reliability of our reports as of the end of the period covered by this quarterly report.

Changes in Internal Control over Financial Reporting

There have been no changes in our internal controls over financial reporting that occurred during the quarter ended February 28, 2010 that have materially or are reasonably likely to materially affect, our internal controls over financial reporting.

PART II  -  OTHER INFORMATION

Item 1.  Legal Proceedings.

We know of no material, existing or pending legal proceedings against our company, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which any of our directors, officers or affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to our interest.

Item 1A.  Risk Factors

Much of the information included in this quarterly report includes or is based upon estimates, projections or other "forward looking statements". Such forward looking statements include any projections or estimates made by us and our management in connection with our business operations. While these forward-looking statements, and any assumptions upon which they are based, are made in good faith and reflect our current judgment regarding the direction of our business, actual results will almost always vary, sometimes materially, from any estimates, predictions, projections, assumptions or other future performance suggested herein.

Such estimates, projections or other "forward looking statements" involve various risks and uncertainties as outlined below. We caution the reader that important factors in some cases have affected and, in the future, could materially affect actual results and cause actual results to differ materially from the results expressed in any such estimates, projections or other "forward looking statements".



13




Our common shares are considered speculative during the development of our new business operations. Prospective investors should consider carefully the risk factors set out below.

Because our auditors have issued a going concern opinion, there is substantial uncertainty we will continue activities in which case you could lose your investment.

Our auditors have issued a going concern opinion. This means that there is substantial doubt that we can continue as an ongoing business for the next twelve months. As such we may have to cease activities and you could lose your investment.

Because the probability of an individual prospect ever having reserves is extremely remote, any funds spent on exploration will probably be lost.

The probability of an individual prospect ever having reserves is extremely remote. In all probability, the property does not contain any reserves. As such, any funds spent on exploration will probably be lost which will result in a loss of your investment.

We lack an operating history and have losses which we expect to continue into the future. As a result, we may have to suspend or cease activities.

We were incorporated on May 26, 2006 and have not realized any revenues. We have no operating history upon which an evaluation of our future success or failure can be made. Our net loss from inception to February 28, 2010 is $175,357. Our ability to achieve and maintain profitability and positive cash flow is dependent upon:

?

our ability to locate a profitable mineral property

?

our ability to generate revenues

?

our ability to reduce exploration costs.

Based upon current plans, we expect to incur operating losses in future periods. This will happen because there are expenses associated with the research and exploration of our mineral properties. As a result, we may not generate revenues in the future. Failure to generate revenues will cause us to suspend or cease activities.

Because we will have to spend additional funds to determine if we have a reserve, if we cannot raise the money we will have to cease operations and you could lose your investment.

Even if we complete our current exploration programs and are successful in identifying a mineral deposit, we will have to spend substantial funds on further drilling and engineering studies before we will know if we have a commercially viable mineral deposit, a reserve.

Because our management only has limited technical training or experience in exploring for, starting, and operating an exploration program, management's decisions and choices may not take into account standard engineering or managerial approaches mineral exploration companies commonly use. As a result, we may have to suspend or cease activities which will result in the loss of your investment.

Our management has limited experience with exploring for, starting, and operating an exploration program. Further, our management has no direct training or experience in these areas and as a result may not be fully aware of many of the specific requirements related to working within the industry. Management's decisions and choices may not take into account standard engineering or managerial approaches mineral exploration companies commonly use. Consequently our activities, earnings and ultimate financial success could suffer irreparable harm due to management' s lack of experience in this industry. As a result we may have to suspend or cease activities which will result in the loss of your investment.



14




Because we are small and do not have much capital, we may have to limit our exploration activity which may result in a loss of your investment.

Because we are small and do not have much capital, we must limit our exploration activity. As such we may not be able to complete an exploration program that is as thorough as we would like. In that event, an existing reserve may go undiscovered. Without a reserve, we cannot generate revenues and you will lose your investment.

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

Competition and unforeseen limited sources of supplies in the industry could result in occasional spot shortages of supplies, such as dynamite, and certain equipment such as bulldozers and excavators that we might need to conduct exploration. We have not attempted to locate or negotiate with any suppliers of products, equipment or materials. If we cannot find the products and equipment we need, we will have to suspend our exploration plans until we do find the products and equipment we need.

Trading in our common shares on the OTC Bulletin Board is limited and sporadic making it difficult for our shareholders to sell their shares or liquidate their investments.

Our common shares are currently listed for public trading on the OTC Bulletin Board. The trading price of our common shares has been subject to wide fluctuations. Trading prices of our common shares may fluctuate in response to a number of factors, many of which will be beyond our control. The stock market has generally experienced extreme price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of companies with no current business operation. There can be no assurance that trading prices and price earnings ratios previously experienced by our common shares will be matched or maintained. These broad market and industry factors may adversely affect the market price of our common shares, regardless of our operating performance.

In the past, following periods of volatility in the market price of a company’s securities, securities class-action litigation has often been instituted. Such litigation, if instituted, could result in substantial costs for us and a diversion of management’s attention and resources.

Our stock is a penny stock. Trading of our stock may be restricted by the SEC’s penny stock regulations which may limit a stockholder’s ability to buy and sell our stock.

Our stock is a penny stock. The Securities and Exchange Commission has adopted Rule 15g-9 which generally defines “penny stock” to be any equity security that has a market price (as defined) less than $5.00 per share or an exercise price of less than $5.00 per share, subject to certain exceptions. Our securities are covered by the penny stock rules, which impose additional sales practice requirements on broker-dealers who sell to persons other than established customers and “accredited investors”. The term “accredited investor” refers generally to institutions with assets in excess of $5,000,000 or individuals with a net worth in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly with their spouse. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document in a form prepared by the SEC which provides information about penny stocks and the nature and level of risks in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction and monthly account statements showing the market value of each penny stock held in the customer’s account. The bid and offer quotations, and the broker-dealer and salesperson compensation information, must be given to the customer orally or in writing prior to effecting the transaction and must be given to the customer in writing before or with the customer’s confirmation. In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from these rules, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written agreement to the transaction. These disclosure requirements may have the effect of reducing the level of trading activity in the secondary market for the stock that is subject to these penny stock rules. Consequently, these penny stock rules may affect the ability of broker-dealers to trade our securities. We believe that the penny stock rules discourage investor interest in and limit the marketability of our common stock.



15




The Financial Industry Regulatory Authority, or FINRA, has adopted sales practice requirements which may also limit a stockholder's ability to buy and sell our stock.

In addition to the "penny stock" rules described above, FINRA has adopted rules that require that in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending speculative low priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer's financial status, tax status, investment objectives and other information. Under interpretations of these rules, FINRA believes that there is a high probability that speculative low priced securities will not be suitable for at least some customers. FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy our common stock, which may limit your ability to buy and sell our stock and have an adverse effect on the market for our shares.

Trends, Risks and Uncertainties

We have sought to identify what we believe to be the most significant risks to our business, but we cannot predict whether, or to what extent, any of such risks may be realized nor can we guarantee that we have identified all possible risks that might arise. Investors should carefully consider all of such risk factors before making an investment decision with respect to our common stock.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

None.

Item 3.  Defaults Upon Senior Securities.

None.

Item 4.  [Removed and Reserved]

Item 5.  Other Information

None.

 Item 6.  Exhibits.

Exhibits required by Item 601 of Regulation S-K

 Exhibit

Description

(3)

Articles of Incorporation and Bylaws

3.1

Articles of Incorporation (incorporated by reference to our registration statement on Form SB-2 filed on August 16, 2007).

3.2

By-Laws (incorporated by reference to our registration statement on Form SB-2 filed on August 16, 2007).

(10)

Material Contracts

10.1

Property agreement dated December 15, 2006 between Kenneth Ralfs and Feliberto Gurat as Trustee for Gurata (incorporated by reference to our registration statement on Form SB-2 filed on August 16, 2007).

10.2

Trust agreement dated January 17, 2007 (incorporated by reference to our registration statement on Form SB-2 filed on August 16, 2007).



16







(14)

Code of Ethics

14.1

Financial Code of Ethics (incorporated by reference to our registration statement on Form SB-2 filed on August 16, 2007).

(31)

Section 302 Certifications

31.1*

Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

(32)

Section 906 Certification

32.1*

Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

* Filed herewith



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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


 

GURATA GOLD, INC.

 

/s/ Shaun P. Davis

 

Shaun P. Davis

 

President, Chief Executive Officer, Chief Financial Officer, Treasurer, Secretary and Director

 

(Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)

 

Date:  April 14, 2010




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