American Magna Corp - FORM 10-Q

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EXCEL - IDEA: XBRL DOCUMENT - American Magna Corp	Financial_Report.xls
EX-31.1 - American Magna Corp	form10q103111ex31.htm
EX-32.1 - American Magna Corp	form10q103111ex32.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 October 31, 2011

[ ] 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). [x] Yes [ ] 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: 2,345,998 shares of common stock, $0.001 par value, issued and outstanding as of December 14, 2011.

TABLE OF CONTENTS

	Page
	3
PART I - Financial Information

Item 1. Financial Statements	3
Balance Sheets as of October 31, 2011 (unaudited) and April 30, 2011	3
Statements of Operations (unaudited) for the three and six-month periods ended
October 31, 2011 and 2010 and for the period from entering the exploration stage (August 1, 2010) to October 31, 2011	4
Statements of Cash Flows (unaudited) for the six-month periods ended
October 31, 2011 and 2010 and for the period from entering the exploration stage (August 1, 2010) to October 31, 2011	5
Notes to the Financial Statements	7
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.	12
Item 3 Quantitative and Qualitative Disclosures About Market Risk	15
Item 4. Controls and Procedures	15

PART II – Other Information	16

Item 1. Legal Proceedings	16
Item 1A. Risk Factors	16
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	16
Item 3. Defaults Upon Senior Securities	16
Item 4. (Removed and Reserved)	16
Item 5. Other Information	16
Item 6. Exhibits	16

Item 1. Financial Statements.

DAKOTA GOLD CORP.

(An Exploration Stage Company)

BALANCE SHEETS

	(Unaudited)
	October 31,			April 30,
	2011			2011
ASSETS
Current Assets
Cash	$	55,793		$	23,270
Prepaid Expenses		4,236			8,286

Total Current Assets		60,029			31,556

Total Assets	$	60,029		$	31,556

LIABILITIES & STOCKHOLDERS’ (DEFICIT) EQUITY
Current Liabilities
Accounts Payable and Accrued Liabilities	$	3,098		$	360
Bridge Loan and Accrued Interest Payable (note 4)		84,829			82,773

Total Current Liabilities		87,927			83,133

Stockholders' (Deficit) Equity
Common Stock, Par Value $0.001 Authorized 100,000,000 shares, 2, 345,998 shares issued and outstanding at October 31, 2011 (April 30, 2011 – 345,998)		2,346			346
Additional Paid-In Capital		204,704			106,704
Accumulated Deficit		(87,286	)		(87,286	)
Deficit Accumulated During the Exploration Stage		(147,662	)		(71,341	)

Total Stockholders' (Deficit) Equity		(27,898	)		(51,577	)

Total Liabilities and Stockholders' Equity	$	60,029		$	31,556

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

DAKOTA GOLD CORP.

(An Exploration Stage Company)

STATEMENTS OF OPERATIONS

(Unaudited)

													Cumulative
	For the Three Months						For the Six Months						Since
	Ended						Ended						August 1, 2010,
	October 31,						October 31,						Inception of
	2011			2010			2011			2010			Exploration Stage
Revenues	$	-		$	-		$	-		$	-		$	-
Cost of Revenues		-			-			-			-			-
Gross Margin		-			-			-			-			-

Expenses
Mineral Property Exploration Expenditures		17,336			3,062			31,978			3,062			38,922
General and Administrative		5,861			25,327			17,287			37,359			53,039
Depreciation		-			-			-			79			-
Total Expenses		23,197			28,389			49,265			40,500			91,961

Net Loss from Operations		(23,197	)		(28,389	)		(49,265	)		(40,500	)		(91,961	)

Other Income (Expense)
Interest		(1,048	)		(592	)		(2,056	)		(592	)		(4,829	)
Write-down of Property and Equipment		-			(872	)		-			(872	)		(872	)
Net Other Income (Expense)		(1,048	)		(1,464	)		(2,056	)		(1,464	)		(5,701	)

Write-down of Mineral Property Acquisition Payments		(25,000	)		(5,000	)		(25,000	)		(5,000	)		(50,000	)

Net Loss	$	(49,245	)	$	(34,853	)	$	(76,321	)	$	(46,964	)	$	(147,662	)

Basic and Diluted Loss per Share	$	(0.03	)	$	(0.08	)	$	(0.08	)	$	(0.08	)

Weighted Average Shares Outstanding (1)		1,672,085			421,260			1,009,041			607,129

(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.

DAKOTA GOLD CORP.

(An Exploration Stage Company)

STATEMENTS OF CASH FLOWS

(Unaudited)

							Cumulative
							Since
							August 1, 2010,
							Inception of the
	For the Six Months Ended October 31,						Exploration
	2011			2010			Stage
CASH FLOWS FROM OPERATING ACTIVITIES
Net Loss	$	(76,321	)	$	(46,964	)	$	(147,662	)
Adjustments to Reconcile Net Loss to Net Cash Used in Operating Activities
Write-down of Property and Equipment		—			872			872
Depreciation		—			79			—
Write-down of Mineral Property Acquisition Costs		25,000			5,000			50,000
Accrued Interest		2,056			592			4,829
Change in Operating Assets and Liabilities
(Increase) Decrease in Prepaid Expenses		4,050			(2,766	)		(4,236	)
Increase (Decrease) in Accounts Payable and Accrued Liabilities		2,738			13,435			(8,115	)

Net Cash Used in Operating Activities		(42,477	)		(29,752	)		(104,312	)

CASH FLOWS FROM INVESTING ACTIVITIES
Mineral Property Acquisition Costs		(25,000	)		(5,000	)		(50,000	)
Net Cash Used in Investing Activities		(25,000	)		(5,000	)		(50,000	)

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from Bridge Loan Payable		—			80,000			80,000
Proceeds from Loan		—			600			—
Proceeds from Sale of Common Stock		100,000			—			130,000

Net Cash Provided by Financing Activities		100,000			80,600			210,000

Net (Decrease) Increase in Cash and Cash Equivalents		32,523			45,848			55,688
Cash and Cash Equivalents at Beginning of Period		23,270			324			105
Cash and Cash Equivalents at End of Period	$	55,793		$	46,172		$	55,793

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

DAKOTA GOLD CORP.

(An Exploration Stage Company)

STATEMENTS OF CASH FLOWS

(Unaudited)

(Continued)

					Cumulative
					Since
					August 1, 2010,
	For the Six Months Ended				Inception of
	October 31,		October 31,		the Exploration
	2011		2010		Stage

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the year for:
Interest	$	—	$	—	$	—
Income taxes	$	—	$	—	$	—

Settlement of Shareholder Loan Payable by a Contribution from a Shareholder	$	—	$	—	$	9,400

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

DAKOTA GOLD CORP.

(An Exploration Stage Company)

NOTES TO FINANCIAL STATEMENTS

October 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. On August 18, 2010, Mr. Daulat Nijjar, the Company’s former President and CEO, 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.

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 in the development stage and has no products or services as of October 31, 2011. We are currently a development stage company as defined by the U.S. Securities and Exchange Commission (“SEC”) and we are in the business of exploring and if warranted, advancing certain unpatented Nevada mineral claims to the discovery point where we believe maximum shareholder returns can be realized.

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 the Company. 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 and six-month periods ended October 31, 2011 are not necessary indicative of results for the entire year ending April 30, 2012.

DAKOTA GOLD CORP.

(An Exploration Stage Company)

NOTES TO FINANCIAL STATEMENTS

October 31, 2011 and 2010

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

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 $147,662 for the period from August 1, 2010 (inception of the exploration stage) to October 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 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 funds from this financing are not sufficient to fund the Company’s expected operational requirements of $146,600 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.

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.

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 October 31, 2011 the Company does not have any outstanding common stock options or warrants.

DAKOTA GOLD CORP.

(An Exploration Stage Company)

NOTES TO FINANCIAL STATEMENTS

October 31, 2011 and 2010

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

Summary of Significant Accounting Policies (Continued)

Comprehensive Income

The Company has adopted ASC 220 (formerly SFAS No. 130, “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.

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 October 31, 2011.

DAKOTA GOLD CORP.

(An Exploration Stage Company)

NOTES TO FINANCIAL STATEMENTS

October 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 and accrued liabilities 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 0l. A loss of $872 has been recorded in the accumulated net loss from August 1, 2010 (inception of the exploration stage) to October 31, 2011. Depreciation expense of $79 was recognized in the six-months ended October 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, on January 1, 2011 the Company made an additional property option payment of $20,000, and on September 1, 2011 the Company made a $25,000 option payment under the Agreement. As a result of the Caldera Property not containing any known resource, the Company has written down the aggregate $50,000 in property option payments in the statement of operations.

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.

DAKOTA GOLD CORP.

(An Exploration Stage Company)

NOTES TO FINANCIAL STATEMENTS

October 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.

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.

Interest expense of $2,056 (2010 - $592) has been accrued for the six-months ended October 31, 2011.

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 six-months ended October 31, 2011 was $3,000 (2010 - $1,250).

NOTE 6 – SHARE CAPITAL

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.

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. (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 fiscal 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 $146,600 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 may 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. 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. We believe that optioning or selling a deposit found by us to these major mining companies, would provide an immediate return to our shareholders without the long time frame and cost of putting a mine into operation ourselves, and would also provide future capital for the Company to continue operations.

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 feasibility can be 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

The Company has initiated an exploration program under a budget approved by the Company in August, 2011. The budget will include a drill program. The Company is currently in the process of taking 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 currently 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 for submission to the US Forest Service for approval.

Results of Operations

We did not earn any revenues during the three or six-months ended October 31, 2011 or 2010. 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.

For the three months ended October 31, 2011 we had a net loss of $49,245 compared to a net loss of $34,853 in the corresponding period in 2010. The increase in the net loss was largely due to expenses relating to the Caldera Property. The Company incurred $17,336 in mineral property exploration expenditures in 2011compared to $3,062 in the corresponding period in 2010 as the Company began planning its exploration program in 2011. Property option payments on the Caldera Property were $25,000 and $5,000 for 2011 and 2010 respectively. Also, during the quarter ended October 31, 2011 we incurred $1,048 in accrued interest expense relating to the bridge loan compared to $592 for the same period in 2010. Partially offsetting these items was a decrease in general and administrative expenses to $5,861 for the quarter ended October 31, 2011 from $25,327 for the comparable period in 2010. The decrease was largely due to lower professional fees in 2011 as in 2010 the Company incurred expenses relating to the change in management as well as its name and jurisdiction change.

For the six-months ended October 31, 2011 we had a net loss of $76,321 compared to a net loss of $46,964 in the corresponding period in 2010. The increase in the net loss was largely due to expenses relating to the Caldera Property for the six-months ended October 31, 2011. The Company incurred $31,978 in mineral property exploration expenditures in 2011 compared to $3,062 in 2010 as the Company began planning its exploration program which included site visits and reviews of the historical data. Property option payments on the Caldera Property were $25,000 and $5,000 for 2011 and 2010 respectively. Also, during the six-months ended October 31, 2011 we incurred $2,056 in accrued interest expense relating to the bridge loan compared to $592 for the same period in 2010. Partially offsetting these items was a decrease in general and administrative expenses to $17,287 for the six-months ended October 31, 2011 from $37,359 for the comparable period in 2010. The decrease was largely due to lower professional fees in 2011 as in 2010 the Company incurred expenses relating to the change in management as well as its name and jurisdiction change.

Liquidity and Capital Resources

We had cash of $55,793 and negative working capital of $27,898 as of October 31, 2011. We anticipate that we will incur the following expenses over the next twelve months:

·	$91,000 in property option payments, annual claim filing fees, and exploration expenditures on the Company’s property;

·	$55,600 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 six-months ended October 31, 2011 was $42,477 compared to $29,752 during the six-months ended October 31, 2010. A significant portion of the increase was due to an increase in the net loss to $76,321 for the six-months ended October 31, 2011 from $46,964 in 2010. Partially offsetting the outflow from the losses was a non-cash reclassification of property acquisition payments of $25,000 and $5,000 in 2011 and 2010 respectively. Non-cash working capital changes for the six-months ended October 31, 2011 consisted of an inflow of $4,050 from a decrease in prepaid expense and an inflow of $2,738 from an increase in accounts payable and accrued liabilities while in 2010 non-cash working capital changes were made up of a $2,766 outflow from an increase in prepaid expenses and a $13,435 inflow from an increase in accounts payable and accrued liabilities. Cash from financing in 2011 was $100,000 from the sale of common stock while in 2010 cash received from financing activities was $80,000 from the bridge loan and $600 from an increase in the loan payable to a shareholder. Investing activities in 2011 and 2010 consisted of property acquisition payments on the Caldera Property of $25,000 and $5,000 respectively.

The Company currently expects that it will need approximately $146,600 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. Even though the Company completed a financing on September 1, 2011 for total proceeds of $100,000, the cash received from this financing is not sufficient to fund its planned operations for the next twelve months. In order to continue to explore its property, the Company will need to obtain additional financing. Management may seek additional capital through private placements and public offerings of its common stock although there are no assurances that management’s plans will be realized..

Going Concern Consideration

As shown in the accompanying financial statements, the Company has incurred a net loss of $147,662 for the period from August 1, 2010 (inception of the exploration stage) to October 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. 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 funds from this financing are not sufficient to fund the Company’s expected operational requirements of $146,600 for the next twelve months. Management may seek additional capital through a private placement and public offering of its common stock. We currently have no agreements, arrangements or understandings with any person or entity to obtain funds through bank loans, lines of credit or any other sources. 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 October 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.

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.

None.

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.

101.INS **		XBRL Instance Document
101.SCH **		XBRL Taxonomy Extension Schema Document
101.CAL **		XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF **		XBRL Taxonomy Extension Definition Linkbase Document
101.LAB **		XBRL Taxonomy Extension Label Linkbase Document
101.PRE **		XBRL Taxonomy Extension Presentation Linkbase Document

** XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

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: December 14, 2011

DAKOTA GOLD CORP.

By: /s/ Bobby Nijjar

Bobby Nijjar

President, Chief Executive Officer, Secretary, and Treasurer

(Principal Executive, Financial, and Accounting Officer)

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