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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 July 31, 2011
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 number 333-143752

DAKOTA GOLD CORP.
(Exact name of registrant as specified in its charter)

Nevada
20-5859893
(State or Other Jurisdiction of Incorporation or Organization)
(I.R.S. Employer Identification No.)

701 N. Green Valley Parkway, Suite 200, Henderson, Nevada, 89074
(Address of principal executive offices) (Zip Code)

702 990 3256
(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 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 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

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.

Large accelerated filer  [  ]
Accelerated filer  [  ]
Non-accelerated filer [  ]
Smaller reporting company  [X]
(Do not check if a smaller reporting company)
 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).Yes [   ]No [X]

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date: 2,345,999 shares of common stock, $0.001 par value, issued and outstanding as of September 14, 2011.


 
1

 



TABLE OF CONTENTS

 
Page
 
     
PART I  - Financial Information
  3  
     
Item 1. Financial Statements
  3  
Balance Sheets July 31, 2011 (unaudited), and April 30, 2011
  3  
Statements of Operations (unaudited) for the three-month periods ended
   
July 31, 2011 and 2010 and for the period from entering the exploration
stage (August 1, 2010) to July 31, 2011
  4  
Statements of Cash Flows (unaudited)  for the three-month periods ended
   
 July 31, 2011 and 2010 and for the period from entering the exploration
stage (August 1, 2010) to July 31, 2011
  5  
Notes to the Financial Statements
  7  
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
  13  
Item 3 Quantitative and Qualitative Disclosures About Market Risk
  16  
Item 4. Controls and Procedures
  16  
     
PART II – Other Information
  17  
     
Item 1.  Legal Proceedings
  17  
Item 1A.  Risk Factors
  17  
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
  17  
Item 3. Defaults Upon Senior Securities
  17  
Item 4. (Removed and Reserved)
  17  
Item 5. Other Information
  17  
Item 6. Exhibits
  17  


 
2

 


Item 1.  Financial Statements.

DAKOTA GOLD CORP.
(An Exploration Stage Company)
BALANCE SHEETS

   
(Unaudited)
       
   
July 31,
   
April 30,
 
   
2011
   
2011
 
ASSETS
           
Current Assets
           
    Cash
  $ 4,387     $ 23,270  
    Prepaid Expenses
    3,516       8,286  
 
               
Total Current Assets
    7,903       31,556  
                 
Total Assets
  $ 7,903     $ 31,556  
                 
LIABILITIES & STOCKHOLDERS’ (DEFICIT) EQUITY
               
Current Liabilities
               
    Accounts Payable and Accrued Liabilities
  $ 2,775     $ 360  
    Bridge Loan and Accrued  Interest Payable (note 4)
    83,781       82,773  
                 
Total Current Liabilities
    86,556       83,133  
                 
Stockholders' (Deficit) Equity
               
  Common Stock, Par Value $0.001
               
      Authorized 100,000,000 shares,
               
     345,999 shares issued and outstanding at July 31, 2011
               
      (April 30, 2011 – 345,999)
    346       346  
  Additional Paid-In Capital
    106,704       106,704  
  Accumulated Deficit
    (87,286 )     (87,286 )
  Deficit Accumulated During the Exploration Stage
    (98,417 )     (71,341 )
                 
Total Stockholders' (Deficit) Equity
    (78,653 )     (51,577 )
                 
Total Liabilities and Stockholders' Equity
  $ 7,903     $ 31,556  


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

 
3

 

DAKOTA GOLD CORP.
(An Exploration Stage Company)
STATEMENTS OF OPERATIONS
(Unaudited)
               
Cumulative
 
               
Since
 
               
August 1, 2010
 
   
For the Three Months Ended
   
Inception of
 
   
July 31,
   
Exploration
 
   
2011
   
2010
   
Stage
 
Revenues
  $     $     $  
Cost of Revenues
                 
                         
Gross Margin
                 
                         
Expenses
                       
Mineral Property Exploration Expenditures
    14,642             21,586  
General and Administrative
    11,426       12,032       47,178  
Depreciation
          79        
                         
Net Loss from Operations
    (26,068 )     (12,111 )     (68,764 )
                         
Other Income (Expense)
                       
Write-down of property and equipment
                (872 )
Interest expense
    (1,008 )           (3,781 )
                         
Net Other Income (Expense)
    (1,008 )           (4,653 )
                         
Write-down of Mineral Property Acquisition Payments
                (25,000 )
                         
Net Loss
  $ (27,076 )   $ (12,111 )   $ (98,417 )
                         
Basic and Diluted Loss Per Share
  $ (0.08 )   $ (0.02 )        
                         
Weighted Average Shares Outstanding (1)
    345,999       792,299          
                         

(1)  
Reflects 100:1 forward stock split with an effective date of December 17, 2010 and 1:100 reverse stock split with an effective date of June 16, 2011.





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


 
4

 

DAKOTA GOLD CORP.
(An Exploration Stage Company)
STATEMENTS OF CASH FLOWS
(Unaudited)
         
Cumulative
 
         
Since
 
         
August 1, 2010,
 
   
For the Three Months Ended July 31
   
Inception of the
 
               
Exploration
 
   
2011
   
2010
   
Stage
 
CASH FLOWS FROM OPERATING ACTIVITIES
                 
Net Loss
  $ (27,076 )   $ (12,111 )   $ (98,417 )
Adjustments to Reconcile Net Loss to Net
                       
Cash Used in Operating Activities:
                       
Write-down of Property and Equipment
                872  
Depreciation
          79        
Write-down of Mineral Property Acquisition  Costs
                25,000  
   Accrued Interest
    1,008             3,781  
Change in Operating Assets and Liabilities
                       
 (Increase) Decrease in Prepaid Expenses
    4,770             (3,516 )
Increase (Decrease) in Accounts Payable and      Accrued Liabilities
    2,415       11,213       (8,438 )
                         
Net Cash Used in Operating Activities
    (18,883 )     (819 )     (80,718 )
                         
CASH FLOWS FROM INVESTING ACTIVITIES
                       
Mineral Property Acquisition Costs
                (25,000 )
Net Cash Used in Investing Activities
                (25,000 )
                         
CASH FLOWS FROM FINANCING ACTIVITIES
                       
Proceeds from Bridge Loan Payable
                80,000  
Proceeds from loan
          600        
Proceeds from Sale of Common Stock
                30,000  
                         
Net Cash Provided by Financing Activities
          600       110,000  
                         
Net (Decrease) Increase in
                       
Cash and Cash Equivalents
    (18,883 )     (219 )     4,282  
Cash and Cash Equivalents
                       
at Beginning of Period
    23,270       324       105  
Cash and Cash Equivalents
                       
at End of Period
  $ 4,387     $ 105     $ 4,387  

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


 
5

 

DAKOTA GOLD CORP.
(An Exploration Stage Company)
STATEMENTS OF CASH FLOWS
(Unaudited)
(Continued)

               
Cumulative
 
               
Since
 
         
August 1, 2010,
 
   
For the Three Months Ended
   
Inception of
 
   
July 31,
   
July 31,
   
the Exploration
 
   
2011
   
2010
   
Stage
 
                   
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
 
Cash paid during the year for:
                 
Interest
  $     $     $  
Income taxes
  $     $     $  
                         
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:
 
                         
Settlement of Shareholder Loan Payable by a Contribution from a Shareholder
  $     $     $ 9,400  
 

 

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


 
6

 

DAKOTA GOLD CORP.
 (An Exploration Stage Company)
NOTES TO FINANCIAL STATEMENTS
July 31, 2011 and 2010

NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 
 
This summary of accounting policies for Dakota Gold Corp. (an exploration stage company) is presented to assist in understanding the Company's financial statements.  The accompanying unaudited financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America.
 
 
Organization

Dakota Gold Corp. (an exploration stage company) (the “Company”) was incorporated under the laws of the State of Florida on October 27, 2006 under the name Coastline Corporate Services, Inc.  The Company was established to provide services to public companies requiring guidance and assistance in converting and filing their documents with the U.S. Securities and Exchange Commission (“SEC”).  

On July 8, 2010 the Company’s principal shareholder entered into a Stock Purchase Agreement which provided for the sale of 600,000 shares of common stock of the Company to Daulat Nijjar. In addition, Mr. Daulat Nijjar acquired a total of 47,500 shares of common stock from three other shareholders resulting in Mr. Daulat Nijjar owning a total of 647,500 common shares, or at that time, 81.7% of the issued and outstanding common shares of the Company on a fully-diluted basis.  Effective as of July 8, in connection with the share acquisition, Mr. Daulat Nijjar was appointed President, Chief Executive Officer, Chief Financial Officer, Treasurer, Director, and Chairman of the Company.

On August 16, 2010, Mr. Daulat Nijjar returned 450,000 common shares to the Company for cancellation.  Mr. Daulat Nijjar returned the shares for cancellation in order to reduce the number of shares issued and outstanding.  Subsequent to the cancellation, the Company had 342,999 shares issued and outstanding; a number that Mr. Daulat Nijjar, who is also a director of the Company, considered more in line with the Company’s business plans.  Following the share cancellation, Mr. Daulat Nijjar owned 197,500 common shares, or 57.6%, of the remaining 342,999 issued and outstanding common shares of the Company at that time.

On August 18, 2010, Mr. Daulat Nijjar, as the holder of 197,500, or at that time 57.6%, of the issued and outstanding shares of the Company’s common stock, provided the Company with written consent in lieu of a meeting of stockholders authorizing the Company to amend the Company’s Articles of Incorporation for the purpose of changing the name of the Company from Coastline Corporate Services, Inc. to “Dakota Gold Corp.”  In connection with the change of the Company’s name to Dakota Gold Corp. the Company intended to change its business to mineral resource exploration and move its domicile to Nevada.  In order to undertake the name, business and domicile change, the Company incorporated a wholly-owned subsidiary in Nevada named Dakota Gold Corp. and merged Coastline Corporate Services, Inc. with the new subsidiary.  The Company received final regulatory for the name, business, and domicile change on November 26, 2010 and is now a Nevada corporation.

On December 2, 2010 the Company’s Board of Directors adopted a resolution to split the Company’s stock.  The common stock of the company was forward split on a 100:1 basis on the record date of December 16, 2010 and a payment date of December 17, 2010.

On March 25, 2011, the Company received a joint written consent in lieu of a meeting (the “Joint Written Consent”) from the members of the Board of Directors (the “Board”) and the holder of 197,500 (representing 57.1%) of the issued and outstanding shares of our common stock (the “Majority Stockholder”). The Joint Written Consent adopted resolutions which authorized the Company to act on a proposal to effect a reverse stock split on the issued and outstanding shares of common stock of the Company at a ratio of 1 new post reverse split common stock for each 100 outstanding pre reverse split common stock of the Company.  On June 16, 2011 the reverse split was completed.


 
7

 

DAKOTA GOLD CORP.
(An Exploration Stage Company)
NOTES TO FINANCIAL STATEMENTS
July 31, 2011 and 2010

NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Organization (Continued)

Effective as of August 31, 2011 the Board of Directors of the Company elected Mr. Bobby Nijjar President, Chief Executive Officer, Chief Financial Officer, Principal Accounting Officer, Treasurer, Secretary, and Director of the Company.  Also effective as of August 31, 2011 Mr. Daulat Nijjar resigned as President, Chief Executive Officer, Chief Financial Officer, Principal Accounting Officer, Treasurer, Secretary, and Director of the Company.  Mr. Bobby Nijjar is the son of Mr. Daulat Nijjar.

Nature of Operations

The Company is currently engaging in the acquisition, exploration, and if warranted and feasible, development of natural resource properties.  The Company has one property under option in Nevada.  The property does not have any known resources or reserves.

Interim Reporting

The unaudited financial information furnished herein reflects all adjustments, which in the opinion of management are necessary to fairly state the financial position of Dakota Gold Corp. and the results of its operations for the periods presented.  This report on Form 10-Q should be read in conjunction with the Company’s financial statements and notes thereto included in the Company’s Form 10-K for the fiscal year ended April 30, 2011.  The Company assumes that the users of the interim financial information herein have read or have access to the audited financial statements for the preceding fiscal year and that the adequacy of additional disclosure needed for a fair presentation may be determined in that context.  Accordingly, footnote disclosure, which would substantially duplicate the disclosure contained in the Company’s Form 10-K for the fiscal year ended April 30, 2011 has been omitted.  The results of operations for the three month period ended July 31, 2011 is not necessary indicative of results for the entire year ending April 30, 2012.

Going Concern

The accompanying financial statements have been prepared assuming the Company will continue as a going concern.
 
As shown in the accompanying financial statements, the Company has incurred a net loss of $98,417 for the period from August 1, 2010 (inception of the exploration stage) to July 31, 2011.  The future of the Company is dependent upon its ability to obtain future financing and upon future profitable operations from the development of its future mineral properties.  On August 20, 2010 the Company received $80,000 in proceeds from a bridge loan and on March 7, 2011the Company received $30,000 from a private placement.  The funds from these two sources are not sufficient to fund the Company’s operations for the next twelve months.  Management is currently seeking additional capital that will be required in order to continue to operate in the future.  The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts of and classification of liabilities that might be necessary in the event the Company cannot continue in existence.
 
If the Company were unable to continue as a “going concern”, then substantial adjustments would be necessary to the carrying values of assets, the reported amounts of its liabilities, the reported expenses, and the balance sheet classifications used.



 
8

 

DAKOTA GOLD CORP.
(An Exploration Stage Company)
NOTES TO FINANCIAL STATEMENTS
July 31, 2011 and 2010

NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Summary of Significant Accounting Policies

Management’s Estimates and Assumptions

The preparation of financial statements in conformity with generally accepted accounting principles requires the Company’s management to make estimates and assumptions that affect the amounts reported in these financial statements and notes. Significant areas requiring the use of estimates relate to the write-down of mineral property acquisition costs and accrued liabilities.  Management believes the estimates utilized in preparing these financial statements are reasonable and prudent and are based on management’s best knowledge of current events and actions the Company may undertake in the future. Actual results could differ significantly from those estimates.
 
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.
 
Reclassifications
 
Certain reclassifications have been made in the financial statements for the period ended July 31, 2010 to conform to accounting and financial statement presentation for the year ended July 31, 2011.
 
Foreign Currency
 
The Company’s functional currency is the U.S. dollar and to date has undertaken the majority of its transactions in U.S. dollars. Any transaction gains and losses that may take place will be included in the statement of operations as they occur.
 
Concentration of Credit Risk
 
The Company has no off-balance-sheet concentrations of credit risk such as foreign exchange contracts, options contracts or other foreign hedging arrangements. The Company maintains all of its cash balances with one financial institution in the form of a demand deposit.
 
Loss per Share
 
Net income (loss) per share is computed by dividing the net income by the weighted average number of shares outstanding during the period. As of July 31, 2011 the company does not have any outstanding common stock options or warrants.
 
Comprehensive Income
 
The Company has adopted FASB ASC 220, “Reporting Comprehensive Income”, which establishes standards for reporting and display of comprehensive income, its components and accumulated balances. The Company has disclosed this information on its Statement of Operations. Comprehensive income is comprised of net income (loss) and all changes to capital deficit except those resulting from investments by owners and distribution to owners.
 


 
9

 

DAKOTA GOLD CORP.
(An Exploration Stage Company)
NOTES TO FINANCIAL STATEMENTS
July 31, 2011 and 2010
 

NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Summary of Significant Accounting Policies (Continued)
 
Property Holding Costs
 
Holding costs to maintain a property on a care and maintenance basis are expensed in the period they are incurred. These costs include security and maintenance expenses, lease and claim fees payments, and environmental monitoring and reporting costs.
 
Exploration and Development Costs
 
Mineral property interests include optioned and acquired mineral development and exploration stage properties. The amount capitalized related to a mineral property interest represents its fair value at the time it was optioned or acquired, either as an individual asset or as a part of a business combination. The value of such assets is primarily driven by the nature and amount of mineralized material believed to be contained in such properties. Exploration costs are expensed as incurred and development costs are capitalized if proven and probable reserves exist and the property is a commercially minable property. Mine development costs incurred either to develop new ore deposits, expand the capacity of operating mines, or to develop mine areas substantially in advance of current production are capitalized. Costs incurred to maintain assets on a standby basis are charged to operations. Costs of abandoned projects are charged to operations upon abandonment. The Company evaluates, at least quarterly, the carrying value of capitalized mineral interests costs and related property, plant and equipment costs, if any, to determine if these costs are in excess of their net realizable value and if a permanent impairment needs to be recorded. The periodic evaluation of carrying value of capitalized costs and any related property, plant and equipment costs are based upon expected future cash flows and/or estimated salvage value.
 
 
Income Taxes
 
The Company adopted FASB ASC 740, Income Taxes, at its inception deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets, including tax loss and credit carryforwards, and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Deferred income tax expense represents the change during the period in the deferred tax assets and deferred tax liabilities. The components of the deferred tax assets and liabilities are individually classified as current and non-current based on their characteristics. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. No deferred tax assets or liabilities were recognized as of April 30, 2011.



 
10

 

DAKOTA GOLD CORP.
(An Exploration Stage Company)
NOTES TO FINANCIAL STATEMENTS
July 31, 2011 and 2010

NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Summary of Significant Accounting Policies (Continued)

Fair Value of Financial Instruments

The book values of cash, prepaid expenses, and accounts payable approximate their respective fair values due to the short-term nature of these instruments. The fair value hierarchy under GAAP distinguishes between assumptions based on market data (observable inputs) and an entity’s own assumptions (unobservable inputs). The hierarchy consists of three levels: 
     
 
• 
Level one — inputs utilize quoted prices (unadjusted) in active markets for identical assets or liabilities;
     
 
• 
Level two — inputs are inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly such as interest rates, foreign exchange rates, and yield curves that are observable at commonly quoted intervals; and
     
 
• 
Level three — Unobservable inputs developed using estimates and assumptions, which are developed by the reporting entity and reflect those assumptions that a market participant would use.
 
Determining which category an asset or liability falls within the hierarchy requires significant judgment. We evaluate our hierarchy disclosures each quarter.

NOTE 2 – PROPERTY AND EQUIPMENT

During the fiscal year ended April 30, 2011 the Company wrote down its property and equipment to nil.  A loss of $872 has been recorded in the accumulated net loss from August 1, 2010 (inception of the exploration stage) to July 31, 2011.  Depreciation expense of $79 was recognized in the three-months ended July 31, 2010.

NOTE 3 – MINERAL EXPLORATION PROPERTY

On September 10, 2010, the Company executed a property option agreement (the “Agreement”) with Zsolt Rosta, Jennifer Oliver, and Genesis Gold Corporation (the “Property Owners”) granting the Company the right to acquire 100% of the mining interests of a Nevada mineral exploration property currently controlled by the Property Owners. The property known as the Caldera Property is located in Nye County, Nevada and currently consists of 32 unpatented claims (the “Property”).  Under the Agreement, a total of $2,000,000 in property option payments and $200,000 in work expenditures must be paid or incurred by Company by September 1, 2024. Upon execution of the Agreement, the Company paid the Property Owners $5,000 and on January 1, 2011 the Company made an additional property option payment of $20,000 under the Agreement.  As a result of the Caldera Property not containing any known resource, the Company has written down the aggregate $25,000 in property option payments in the statement of operations at April 30, 2011.
 
Since our payment obligations are non-refundable, if we do not make any payments under the Agreement we will lose any payments made and all our rights to the Property. If all said payments under the Agreement are made, then we will acquire all mining interests in the Property, subject to a royalty payable to the Property Owners.  If the Company fails to make any payment when due, the Agreement gives the Company a 60-day period to pay the amount of the deficiency.
 
 

 

 
11

 

DAKOTA GOLD CORP.
 (An Exploration Stage Company)
NOTES TO FINANCIAL STATEMENTS
July 31, 2011 and 2010

NOTE 3 – MINERAL EXPLORATION PROPERTY (continued)
 
The Property Owners retained a royalty of the aggregate proceeds received by the Company from any smelter or other purchaser of any ores, concentrates, metals or other material of commercial value produced from the Property, minus the cost of transportation of the ores, concentrates or metals, including related insurance, and smelting and refining charges, including penalties as follows:
 
US$ per ounce
Net Smelter Return
Below $1200
1.50%
$ 1200.01 and above
3.00%
 
The price of gold used to determine the royalty is based on the average monthly afternoon London gold fix price.  Both the Company and the Property Owners have the right to assign, sell, mortgage or pledge their rights in the Agreement or on the Property. In addition, any mineral interests staked, located, granted or acquired by either the Registrant or the Property Owners which are located within a 1 mile radius of the Property will be included in the option granted to the Company.

NOTE 4 – BRIDGE LOAN PAYABLE

On August 20, 2010, the Company closed a Bridge Loan Agreement (the “Loan”) for $80,000.  The Loan bears interest at 5% per year and is due on August 20, 2011.  The Loan may be repaid in its entirety including the outstanding interest earlier than the due date by the Company advising the lender of such intent to repay 15 days prior to the anticipated date of repayment. The Loan is unsecured. Interest expense of $1,088 has been accrued for the three-months ended July 31, 2011.

On August 20, 2011, the bridge loan in the original principal amount of $80,000 accruing interest at 5% per year was extended by the holder.  The original bridge loan which was due August 20, 2011 was renewed into a new loan of $84,000 bearing interest at 5% per year and being due on August 20, 2012.  The unsecured loan may be repaid in its entirety including the outstanding interest earlier than August 20, 2012 as long as the Company advises the lender of such intent to repay 15 days in advance.

NOTE 5 – RELATED PARTY TRANSACTIONS

Effective August 13, 2010, the Company began paying one of its Directors $500 per month to serve on its Board of Directors.  The total amount paid for the three months ended July 31, 2011 was $1,500.

NOTE 6 – SUBSEQUENT EVENTS

Share Issuance

On September 1, 2011 the Company issued 2,000,000 common shares at $0.05 per share for a total offering price of $100,000 to Mr. Bobby Nijjar, the newly appointed officer and director of the Company. The shares were issued under Section 4(2) of the Securities Act of 1933, as amended.  Mr. Bobby Nijjar is an officer and director of the Company and had access to all of the information which would be required to be included in a registration statement, and the transaction did not involve a public offering. As a result of such issuance, Mr. Bobby Nijjar owns 85.25% of the issued and outstanding shares of the Company.

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

The following discussion should be read in conjunction with the financial statements of Dakota Gold Corp. (an exploration stage company) (the “Company”), which are included elsewhere in this Form 10-Q.  Certain statements contained in this report, including statements regarding the anticipated development and expansion of the Company's business, the intent, belief or current expectations of the Company, its directors or its officers, primarily with respect to the future operating performance of the Company and the products it expects to offer and other statements contained herein regarding matters that are not historical facts, are "forward-looking" statements.  Future filings with the Securities and Exchange Commission, future press releases and future oral or written statements made by or with the approval of the Company, which are not statements of historical fact, may contain forward-looking statements. Because such statements include risks and uncertainties, actual results may differ materially from those expressed or implied by such forward-looking statements. For a more detailed listing of some of the risks and uncertainties facing the Company, please see the Form 10-K for the year ended April 30, 2011 filed by the Company with the Securities and Exchange Commission.

All forward-looking statements speak only as of the date on which they are made. The Company undertakes no obligation to update such statements to reflect events that occur or circumstances that exist after the date on which they are made.

Business Operations

During the next twelve months our objective is to continue to explore the property subject to our mineral claims.  The funds in our treasury are not sufficient to meet all planned activities as outlined below. The Company expects that it will need approximately $137,000 to fund its operations during the next twelve months which will include property option payments, exploration of its property as well as the costs associated with maintaining an office. In order to develop its property, the Company will need to obtain additional financing.  Management plans to seek additional capital through the sale of its common stock.  Although there are no assurances that management’s plans will be realized, management believes that the Company will be able to continue operations in the future.

We continue to run our operations with the use of contract operators, and as such do not anticipate a change to our company staffing levels. We remain focused on keeping a minimal staff level, which currently consists of our two directors, one of which is also our sole executive officer, to conserve capital. We believe outsourcing of necessary operations continues to be the most cost effective and efficient manner of conducting the business of the Company.

We are a natural resource exploration company with an objective of acquiring, exploring, and if warranted and feasible, exploiting natural resource properties. Our primary focus in the natural resource sector is gold. We do not consider ourselves a “blank check” company required to comply with Rule 419 of the Securities and Exchange Commission, because we were not organized for the purpose of effecting, and our business plan is not to effect, a merger with or acquisition of an unidentified company or companies, or other entity or person. We do not intend to merge with or acquire another company in the next 12 months.

Though we have the expertise on our board of directors to take a resource property that hosts a viable ore deposit into mining production, the costs and time frame for doing so are considerable, and the subsequent return on investment for our shareholders would be very long term indeed. We therefore anticipate optioning or selling any ore bodies that we may discover to a major mining company. Most major mining companies obtain their ore reserves through the purchase of ore bodies found by junior exploration companies. Although these major mining companies do some exploration work themselves, many of them rely on the junior resource exploration companies to provide them with future deposits for them to mine. By optioning or selling a deposit found by us to these major mining companies, it would provide an immediate return to our shareholders without the long time frame and cost of putting a mine into operation ourselves, and it would also provide future capital for the company to continue operations.

 
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The search for valuable natural resources as a business is extremely risky. We can provide investors with no assurance that the property we have in Nevada contains commercially exploitable reserves.  Exploration for natural reserves is a speculative venture involving substantial risk. Few properties that are explored are ultimately developed into producing commercially feasible reserves. Problems such as unusual or unexpected geological formations and other conditions are involved in mineral exploration and often result in unsuccessful exploration efforts. In such a case, we would be unable to complete our business plan and any money spent on exploration would be lost.
 
 
Natural resource exploration and development requires significant capital and our assets and resources are limited. Therefore, we anticipate participating in the natural resource industry through the purchase or option of early stage property.   To date we have one property under option. We have not yet conducted exploration on the property but we have initiated the development of a budget that is expected to include mapping, sampling, and surveying on our property over the next 12 months. There has been no indication as yet that any mineral deposits exist on the property, and there is no assurance that a commercially viable mineral deposit exists on our property. Further exploration will be required before a final evaluation as to the economic and legal feasibility is determined.
 
 
In the following discussion, there are references to “unpatented” mining claims. An unpatented mining claim on U.S. government lands establishes a claim to the locatable minerals (also referred to as stakeable minerals) on the land and the right of possession solely for mining purposes. No title to the land passes to the claimant. If a proven economic mineral deposit is developed, provisions of federal mining laws permit owners of unpatented mining claims to patent (to obtain title to) the claim. If you purchase an unpatented mining claim that is later declared invalid by the U.S. government, you could be evicted.
 
Caldera Property

On September 10, 2010, the Company executed a property option agreement (the “Agreement”) with Zsolt Rosta, Jennifer Oliver, and Genesis Gold Corporation (the “Property Owners”) granting the Company the right to acquire 100% of the mining interests of a Nevada mineral exploration property currently controlled by the Property Owners. The property known as the Caldera Property is located in Nye County, Nevada and currently consists of 32 unpatented claims (the “Property”).  Under the Agreement, a total of $2,000,000 in property option payments and $200,000 in work expenditures must be paid or incurred by Company by September 1, 2024. Upon execution of the Agreement, the Company paid the Property Owners $5,000 and on January 1, 2011 the Company made an additional property option payment of $20,000 under the Agreement.  As a result of the Caldera Property not containing any known resource, the Company has written down the aggregate $25,000 in property option payments in the statement of operations at April 30, 2011.

Dakota has initiated an exploration program under a budget approved by the Company in August, 2011.  The budget will include a drill program. It is anticipated that in 2011 the Company will undertake the steps necessary to prepare and submit the drill permit application and undertake the drill program in the summer of 2012. In the next twelve months the Company expects to complete mapping, sampling, in-fill geology and geochemistry in order to select drill targets.  Once that portion of the work is completed the Company will prepare a Plan of Operations (POO) for submission to the US Forest Service for approval.

Results of Operations

We did not earn any revenues during the three months ended July 31, 2011.  We will be in the exploration stage of our business for an extended period of time and as a result do not anticipate earning revenues until we have developed an exploration property.  We can provide no assurance that we will discover commercially exploitable levels of mineral resources on our property, or if such resources are discovered, that we will enter into commercial production of our mineral property.


 
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For the three months ended July 31, 2011 we had a net loss of $27,076 compared to a net loss of 12,111 in the corresponding period in 2010.  The increase in the net loss was largely due to mineral property exploration expenses relating to the Caldera Property for the three-months ended July 31, 2011.   The Company incurred $14,642 in mineral property exploration expenditures in 2011 as the Company began planning its exploration program. Also, during the quarter ended July 31, 2011 we incurred $1,008 in accrued interest expense relating to a bridge loan in the principal amount of $80,000.  General and administrative expenses were consistent between 2011 and 2010.

Liquidity and Capital Resources

We had cash of $4,387 and negative working capital of $78,653 as of July 31, 2011. We anticipate that we will incur the following expenses over the next twelve months:

·  
$81,000 in property option payments, annual claim filing fees, and exploration expenditures on the Company’s property;

·  
$56,000 for operating expenses, including working capital and general, legal, accounting and administrative expenses associated with reporting requirements under the Securities Exchange Act of 1934.

Net cash used in operating activities during the three-months ended July 31, 2011 was $18,883 compared to $819 during the three months ended July 31, 2010.  A significant portion of the increase was due to an increase in the net loss to $27,076 for the three months ended July 31, 2011 from $12,111 in 2010.  Prepaid expense increased by $4,770 for the three months ended July 31, 2011 while in 2010 there was no change in prepaids.  Accounts payable and accrued liabilities resulted in an inflow of $2,415 in 2011 and $11,213 in 2010, respectively.  The cash from financing in 2010 was $600 from an increase in a shareholder loan while there were no financing activities in 2011.  There were no investing activities in either 2011 or 2010.

Financing over the next twelve months

Over the next twelve months, the Company intends to explore our property to determine whether it contains commercially exploitable reserves of gold and silver or other metals.  The Company does not intend to hire any employees or to make any purchases of equipment over the next twelve months, as it intends to rely upon outside consultants to provide all the tools needed for the exploratory work being conducted.

On August 20, 2010 the Company received $80,000 in proceeds from a bridge loan and on March 7, 2011 the Company received $30,000 from a private placement.  Even with funding from these two sources, current cash on hand is not sufficient for all of the Company’s commitments for the next twelve months.  The Company will need additional funding in to explore and develop its property.  We anticipate that the additional funding that we require will be in the form of equity financing from the sale of our common stock.  However, we cannot provide investors with any assurance that we will be able to raise sufficient funding from the sale of our common stock to fund additional phases of the exploration program, should we decide to proceed.  We believe that debt financing will not be an alternative for funding any further phases in our exploration program.  The risky nature of this enterprise and lack of tangible assets places debt financing beyond the credit-worthiness required by most banks or typical investors of corporate debt until such time as an economically viable mine can be demonstrated.  We do not have any arrangements in place for any future equity financing

Notwithstanding, we cannot be certain that the required additional financing will be available or available on terms favorable to us. If additional funds are raised by the issuance of our equity securities, such as through the issuance and exercise of warrants, then existing stockholders will experience dilution of their ownership interest. If additional funds are raised by the issuance of debt or other equity instruments, we may be subject to certain limitations in our operations, and issuance of such securities may have rights senior to those of the then existing holders of common stock. If adequate funds are not available or not available on acceptable terms, we may be unable to fund expansion, develop or enhance services or respond to competitive pressures.


 
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Going Concern Consideration

As shown in the accompanying financial statements, the Company has incurred a net loss of $98,417 for the period from August 1, 2010 (inception of the exploration stage) to July 31, 2011, and has no revenues.  The future of the Company is dependent upon its ability to obtain financing and upon future profitable operations from the development of its mineral property.  Management has plans to seek additional capital through a private placement and public offering of its common stock.  The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts of and classification of liabilities that might be necessary in the event the Company cannot continue in existence.
 
There is substantial doubt about our ability to continue as a going concern. Accordingly, our independent auditors included an explanatory paragraph in their report on the April 30, 2011 financial statements regarding concerns about our ability to continue as a going concern. Our financial statements contain additional note disclosures describing the circumstances that lead to this disclosure by our independent auditors.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements.

Item 3.  Quantitative and Qualitative Disclosure About Market Risk.

Smaller reporting companies are not required to provide the information required by this Item.

Item 4.  Controls and Procedures.

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES
 
Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, the Company conducted an evaluation of our disclosure controls and procedures, as such term is defined under Rule 13a-15(e) and Rule 15d-15(e) promulgated under the Securities Exchange Act of 1934, as amended (Exchange Act), as of July 31, 2011. Based on this evaluation, our principal executive officer and principal financial officer have concluded that the Company’s disclosure controls and procedures were effective to ensure that information required to be disclosed by the Company in the reports filed or submitted under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms and that the Company’s disclosure and controls are designed to ensure that information required to be disclosed by the Company in the reports that we file or submit under the Exchange Act is accumulated and communicated to management, including our principal executive officer and principal financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.
 
CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING

There were no changes in our internal controls over financial reporting that occurred during our last fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.


 
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PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

There are no pending legal proceedings to which the Company is a party or in which any director, officer or affiliate of the Company, any owner of record or beneficially of more than 5% of any class of voting securities of the Company, or security holder is a party adverse to the Company or has a material interest adverse to the Company.  The Company’s property is not the subject of any pending legal proceedings.

Item 1A. Risk Factors.

Smaller reporting companies are not required to provide the information required by this Item 1A.

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

On September 1, 2011 the Company issued 2,000,000 common shares at $0.05 per share for a total offering price of $100,000 to Mr. Bobby Nijjar, the newly appointed officer and director of the Company. The shares were issued under Section 4(2) of the Securities Act of 1933, as amended.  Mr. Bobby Nijjar is an officer and director of the Company and had access to all of the information which would be required to be included in a registration statement, and the transaction did not involve a public offering.
 
 
As a result of such issuance, Mr. Bobby Nijjar owns 85.25% of the issued and outstanding shares of the Company.
The proceeds from this financing will be used for working capital purposes.

Item 3. Defaults upon Senior Securities.

None.

Item 4. (Removed and Reserved)


Item 5. Other information.

None.
Item 6. Exhibits.

Exhibit 31
 
Certification of Principal Executive and Financial Officer pursuant to Rule 13a-14 of the Securities and Exchange Act of 1934 as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
 
Exhibit 32
 
Certification of Principal Executive and Financial Officer Pursuant to 18 U.S.C Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.




 
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SIGNATURES

Pursuant to the requirements 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.

 
Date:   September 14, 2011
 
DAKOTA GOLD CORP.
 
By:   /s/ Bobby Nijjar
       Bobby Nijjar
       President, Chief Executive
       Officer, Secretary and Treasurer
       (Principal Executive, Financial, and Accounting Officer)