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EXCEL - IDEA: XBRL DOCUMENT - LKA GOLD Inc /DE/Financial_Report.xls
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EX-31.1 - EX 31.1 - LKA GOLD Inc /DE/exthirtyoneone.htm
EX-32.1 - EX 32.1 - LKA GOLD Inc /DE/exthirthytwo.htm

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

____________________

FORM 10-Q
____________________

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

For the quarterly period ended March 31, 2013

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

For the transition period from ____________ to____________

Commission File No. 000-17106


LKA GOLD INCORPORATED
(Exact name of registrant as specified in its charter)

Delaware
91-1428250
(State or other jurisdiction of
(I.R.S. Employer Identification No.)
incorporation or organization)
 

3724 47th Street Ct. N.W.
Gig Harbor, Washington 98335
(Address of principal executive offices)

(253) 514-6661
(Registrant’s telephone number, including area code)

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

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

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

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

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

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.

Not applicable.

APPLICABLE ONLY TO CORPORATE ISSUERS

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date:  May 9, 2013 – 14,811,913 shares of common stock.

 
- 1 -

 
PART I

Item 1.  Financial Statements

The Financial Statements of LKA Gold Incorporated, a Delaware corporation (the “Registrant,” the “Company” or “LKA”) required to be filed with this 10-Q Quarterly Report were prepared by management and commence below, together with related notes. In the opinion of management, the Financial Statements fairly present the financial condition of the Registrant.

LKA GOLD INCORPORATED
(FORMERLY LKA INTERNATIONAL, INC.)
Consolidated Balance Sheets
 
ASSETS


    March 31, 2013      December 31, 2012  
 
CURRENT ASSETS
 
(Unaudited)
       
     Cash
  $ 18,736     $ 87,329  
     Accounts receivable
    134,745       151,524  
     Prepaid expenses
    10,972       1,688  
          Total Current Assets
    164,453       240,541  
                 
FIXED ASSETS
               
     Land, equipment and mining claims
    807,085       807,085  
     Accumulated deprecation
    (265,931 )     (256,957 )
          Total Fixed Assets, Net of Accumulated Depreciation
    541,154       550,128  
                 
OTHER NON-CURRENT ASSETS
               
     Reclamation bonds
    123,597       123,597  
                 
          TOTAL ASSETS
  $ 829,204     $ 914,266  
 LIABILITIES AND STOCKHOLDERS' EQUITY  
CURRENT LIABILITIES
           
     Accounts payable
  $ 173,605     $ 223,596  
     Accounts payable – related party
    56,856       64,545  
     Note payable
    10,000       10,000  
     Accrued wages and advances payable to officer
    152,747       145,572  
          Total Current Liabilities
    393,208       443,713  
                 
NON-CURRENT LIABILITIES
               
     Asset retirement obligation
    124,142       123,086  
            Total Liabilities
    517,350       566,799  
                 
Commitments and Contingencies
               
 
STOCKHOLDERS' EQUITY
               
     Preferred stock; $0.001 par value, 50,000,000 shares authorized, no shares
       issued or outstanding
    -       -  
     Common stock, $0.001 par value, 50,000,000 shares authorized,
      14,811,913 and 14,816,913 shares issued and 8,123,678 and 8,128,678
       shares outstanding, respectively
    14,812       14,817  
     Additional paid-in capital
    16,329,869       13,559,201  
     Treasury stock; 43,624 and 43,624 shares at cost, respectively
    (86,692 )     (86,692 )
     Accumulated deficit
    (15,946,135 )     (13,139,859 )
            Total Stockholders' Equity
    311,854       347,467  
                 
            TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY
  $ 829,204     $ 914,266  

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

 
- 2 -

 

LKA GOLD INCORPORATED
(FORMERLY LKA INTERNATIONAL, INC.)
Consolidated Statements of Operations
(Unaudited)


   
For the Three Months Ended
March 31,
 
   
2013
   
2012
 
             
REVENUES
           
Sales - precious metals
  $ 289,026     $ 193,893  
                 
EXPLORATION COSTS
    (217,511 )     (275,110 )
                 
GROSS MARGIN (DEFICIT)
    71,515       (81,217 )
                 
OPERATING EXPENSES
               
General and administrative
    32,899       35,565  
Officer salaries
    37,500       37,500  
Professional and consulting
    50,563       99,146  
     Total Operating Expenses
    120,962       172,211  
                 
OPERATING LOSS
    (49,447 )     (253,428 )
                 
OTHER INCOME (EXPENSE)
               
Stock based expense for shares not subject to reverse split
    (2,756,000 )     -  
Interest expense
    (831 )     (57,429 )
Interest income
    2       8  
     Total Other Income (Expense)
               
      (2,756,829 )     (57,421 )
                 
NET LOSS
  $ (2,806,276 )   $ (310,849 )
 
BASIC NET LOSS PER SHARE
  $ (0.19 )   $ (0.04 )
 
BASIC WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING
      14,816,023         7,714,024  

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

 
- 3 -

 

LKA GOLD INCORPORATED
(FORMERLY LKA INTERNATIONAL, INC.)
Consolidated Statements of Cash Flows
(Unaudited)


   
For the Three Months Ended
March 31,
 
   
2013
   
2012
 
CASH FLOWS FROM OPERATING ACTIVITIES
           
Net loss
  $ (2,806,276 )   $ (310,849 )
Items to reconcile net loss to net cash provided (used) by operating activities:
               
   Accretion of asset retirement obligation
    1,056       982  
   Depreciation and amortization
    8,974       9,341  
   Common stock and warrants issued for services
    14,663       74,008  
   Stock based expense for shares not subject to reverse split
    2,756,000       -  
Changes in operating assets and liabilities
               
   Decrease in accounts receivable
    16,779       -  
   Increase in prepaid and other assets
    (9,284 )     -  
   Increase (decrease) in accounts payable and accounts payable – related party
    (57,680 )     24,155  
   Increase in accrued expenses
    7,175       59,472  
 
      Net Cash Used by Operating Activities
    (68,593 )     (142,891 )
                 
DECREASE IN CASH
    (68,593 )     (142,891 )
                 
CASH AT BEGINNING OF PERIOD
    87,329       143,331  
                 
CASH AT END OF PERIOD
  $ 18,736     $ 440  
                 
CASH PAID FOR:
               
   Interest
  $ 300     $ 300  
   Income taxes
  $ -     $ -  


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

 
- 4 -

 

LKA GOLD INCORPORATED
(FORMERLY LKA INTERNATIONAL, INC.)
Notes to the Consolidated Unaudited Financial Statements
March 31, 2013

NOTE 1 -        ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES

LKA Gold Incorporated (Formerly LKA International, Inc.)  (“LKA” or the “Company”) is currently engaged in efforts to expand mine production and continues to seek additional investment opportunities.

The accompanying unaudited condensed consolidated financial statements have been prepared by LKA pursuant to the rules and regulations of the Securities and Exchange Commission.  Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted in accordance with such rules and regulations.  The information furnished in the interim condensed consolidated financial statements include normal recurring adjustments and reflects all adjustments, which, in the opinion of management, are necessary for a fair presentation of such financial statements.  Although management believes the disclosures and information presented are adequate to make the information not misleading, it is suggested that these interim condensed consolidated financial statements be read in conjunction with LKA’s most recent audited financial statements.  Operating results for the three months ended March 31, 2013 are not necessarily indicative of the results that may be expected for the year ending December 31, 2013.
 
                        Reclassifications

Certain prior year amounts have been reclassified to conform to the current year presentation.

NOTE 2 -       RELATED PARTY TRANSACTIONS

Related Party Debt – Office Space

LKA pays a company owned by an officer and shareholder $1,500 per month for office rent and expenses.  The affiliated Company, (Abraham & Co., Inc. a FINRA member and registered investment advisor) also executes LKA’s securities transactions and manages its investment portfolio.  LKA owed Abraham & Co. $38,000 and $43,500 as of March 31, 2013 and December 31, 2012, respectively.

Related Party Debt – Accounts and Wages Payable

At March 31, 2013 and December 31, 2012, LKA owes $18,856 and $21,045, respectively, for purchases made on the personal credit card of LKA’s president, Kye Abraham.  Additionally, LKA owed Kye Abraham $152,747 and $145,572 in unpaid salary at March 31, 2013 and December 31, 2012, respectively,

NOTE 3 -       SIGNIFICANT EVENTS

Precious Metals Sales

During February 2013, LKA delivered a total of approximately 225.6 dry short tons of precious metals ore for processing at a value of $289,026.  At March 31, 2013 and December 31, 2012, LKA had metal sales receivables of $134,745 and $151,524, respectively.

NOTE 4 -       COMMON STOCK AND COMMON STOCK WARRANTS

Common Stock

During the three months ended March 31, 2013, LKA determined that 5,000 shares, which had previously been reflected as due and issued for commissions earned on stock sales occurring in 2009, had been returned to the Company and retired at par value.


 
- 5 -

 
LKA GOLD INCORPORATED
(FORMERLY LKA INTERNATIONAL, INC.)
Notes to the Consolidated Unaudited Financial Statements
March 31, 2013

NOTE 4 -       COMMON STOCK AND COMMON STOCK WARRANTS (CONTINUED)

Common Stock (Continued)

On March 15, 2013, LKA affected a 1-for-2 reverse-split of its common stock.  As a result, LKA recognized an additional $2,756,000 in non-cash stock based expense related to the exclusion of 5,200,000 pre-split (2,600,000 post-split) issued but not yet outstanding common shares related to October 2012 debt conversions.  The expense was calculated based on the market price of $1.06 per share on the 2,600,000 post-split shares as of March 15, 2013.

Common Stock Warrants

During December 2010, LKA granted fully vested warrants to purchase 42,000 share of its common stock for 36 months at $1.86 per share as debt offering costs related to the issuance of convertible notes payable (see Note 10).  The warrants were valued at $28,137 using the Black-Scholes option fair value pricing model using the following assumptions:
 
Stock price on grant date
  $ 1.70  
Exercise price
  $ 1.86  
Expected time to exercise
 
3.0 years
 
Risk free interest rate
    0.80 %
Volatility
    192.45 %
Expected forfeiture rate
    0.00 %

During April 2011, LKA entered into an interim consulting agreement with Francois Viens to act as a special advisor to the LKA board of directors, with the election of being appointed to a position on the LKA board in the future.  As part of the consulting agreement, Mr. Viens is to be paid consulting fees for any work done on projects pre-approved by the LKA board of directors.  An initial incentive compensation for his services, LKA agreed to issue Mr. Viens warrants to purchase up to 250,000 shares of LKA stock in three tranches on a three-year vesting schedule as follows:

Warrant I for 100,000 shares exercisable at $1.60 per share, to be issued as of May 1, 2011
Warrant II for 75,000 shares exercisable at $2.40 per share, to be issued one year later, or May 1, 2012
Warrant III for 75,000 shares exercisable at $3.60 per share, to be issued one year later, or May 1, 2013

Each warrant has a term of two and one-half years. In the event the shares underlying the warrants, and the closing price of the common stock of the Company has been $6.00 per share or higher for 10 trading days within a 30 day trading period subject to minimum trading volumes, LKA shall be able to redeem the Warrants at $0.001 per warrant.

The Warrant I - III tranches were valued at $91,905, $64,955 and $60,586 using the Black-Scholes option fair value pricing model using the following assumptions:
 
Stock price on grant date
  $ 1.18  
Exercise price
  $ 1.60 – 3.60  
Expected time to exercise
 
2.5 years
 
Risk free interest rate
    0.69 %
Volatility
    164.93 %
Expected forfeiture rate
    0.00 %

During the three months ended March 31, 2012, LKA expensed $16,239 related to Warrant II. During the three months ended March 31, 2013 and 2012, LKA expensed $7,573 and $7,573 related to Warrant III, respectively. The value of Warrants II and III are being recognized ratably over the vesting term of one and two years, respectively.
 
 
- 6 -

 
LKA GOLD INCORPORATED
(FORMERLY LKA INTERNATIONAL, INC.)
Notes to the Consolidated Unaudited Financial Statements
March 31, 2013

NOTE 4 -        COMMON STOCK AND COMMON STOCK WARRANTS (CONTINUED)

During February 2012, LKA entered into an agreement with Rauno Perttu to act as Chief Geologist and special advisor to the LKA board of directors, with the election of being appointed to a position on the LKA board in the future.  As part of the agreement, Mr. Perttu is to be paid consulting fees for any work done on projects pre-approved by the LKA board of directors.  An initial incentive compensation for his services, LKA agreed to issue Mr. Perttu warrants to purchase up to 250,000 shares of LKA stock in three tranches on a three-year vesting schedule as follows:

Warrant I for 100,000 shares exercisable at $0.80 per share, to be issued as of March 1, 2012.
Warrant II for 75,000 shares exercisable at $1.20 per share, to be issued one year later, or March 1, 2013.
Warrant III for 75,000 shares exercisable at $1.60 per share, to be issued one year later, or March 1, 2014.

Each warrant has a term of two and one-half years.  In the event the shares underlying the warrants, and the closing price of the common stock of the Company has been $6.00 per share or higher for 10 trading days within a 30 day trading period subject to minimum trading volumes, LKA shall be able to redeem the Warrants at $0.001 per warrant.

The Warrant I - III tranches were valued at $44,792, $29,769 and $26,947 using the Black-Scholes option fair value pricing model using the following assumptions:

Stock price on grant date
  $ 0.70  
Exercise price
  $ 0.80 – 1.60  
Expected time to exercise
 
2.5 years
 
Risk free interest rate
    0.35 %
Volatility
    121.02 %
Expected forfeiture rate
    0.00 %

During the three months ended March 31, 2012, LKA expensed $44,791 related to Warrant I. During the three months ended March 31, 2013 and 2012, LKA expensed $3,721 and $3,721 related to Warrant II, respectively, and expensed $3,369 and $1,684 related to Warrant III, respectively. The value of Warrants II and III are being recognized ratably over the vesting term of one and two years, respectively.

The following table summarizes the outstanding warrants and associated activity for the three months ended March 31, 2013 and the year ended December 31, 2012:

   
 
Number of Warrants Outstanding
   
 
Weighted Average Price
   
Weighted Average Remaining Contractual Life
 
Balance, December 31, 2011
    292,000       2.36       2.62  
Granted
    250,000       1.16       2.58  
Exercised
    -       -       -  
Expired
    -       -       -  
Balance, December 31, 2012
    542,000       1.80       2.06  
Granted
    -       -       -  
Exercised
    -       -       -  
Expired
    -       -       -  
Balance, March 31, 2013
    542,000     $ 1.80       1.81  



 
- 7 -

 
LKA GOLD INCORPORATED
(FORMERLY LKA INTERNATIONAL, INC.)
Notes to the Consolidated Unaudited Financial Statements
March 31, 2013

NOTE 4 -                                                                    GOING CONCERN

LKA's consolidated financial statements are prepared using Generally Accepted Accounting Principles applicable to a going concern that contemplates the realization of assets and liquidation of liabilities in the normal course of business.  However, LKA has recently accumulated significant losses and has negative working capital.  All of these items raise substantial doubt about its ability to continue as a going concern.  Management's plans with respect to alleviating the adverse financial conditions that caused management to express substantial doubt about the LKA's ability to continue as a going concern are as follows:

LKA is currently engaged in an intensive exploration program at the Golden Wonder mine with the objective of returning the mine to a producing status. The exploration program, which began in November, 2008, has involved extensive sampling/assaying for the purpose of identifying possible new production zones within the mine. During this evaluation period, sampling and analysis of exposed veins yielded encouraging results and some precious metals revenues. While encouraging, no conclusion can be drawn at this time about the commercial viability of the mine and LKA continues to pursue potential third party operator or lease agreements for the property.

In order to support continued operation of the mine, LKA entered into several financing transactions during the year ended December 31, 2012, and plans on raising additional funding during 2013 to support the continued exploration of the Golden Wonder mine.  If LKA is not successful in the resumption of mine operations which produce positive cash flows from operations, LKA may be forced to continue to raise additional equity or debt financing to fund its ongoing obligations or risk ceasing doing business.  

There can be no assurance that LKA will be able to achieve its business plans, raise any more required capital or secure the financing necessary to achieve its current operating plan.  The ability of LKA to continue as a going concern is dependent upon its ability to successfully accomplish the plan described in the preceding paragraph and eventually attain profitable operations. The accompanying consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

 
- 8 -

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

Forward-looking Statements

Statements made in this Quarterly Report which are not purely historical are forward-looking statements with respect to the goals, plan objectives, intentions, expectations, financial condition, results of operations, future performance and our business, including, without limitation, (i) our ability to raise capital, and (ii) statements preceded by, followed by or that include the words “may,” “would,” “could,” “should,” “expects,” “projects,” “anticipates,” “believes,” “estimates,” “plans,” “intends,” “targets” or similar expressions.

Forward-looking statements involve inherent risks and uncertainties, and important factors (many of which are beyond our control) that could cause actual results to differ materially from those set forth in the forward-looking statements, including the following, general economic or industry conditions, nationally and/or in the communities in which we may conduct business, changes in the interest rate environment, international gold prices, legislation or regulatory requirements, conditions of the securities markets, our ability to raise capital, changes in accounting principles, policies or guidelines, financial or political instability, acts of war or terrorism, other economic, competitive, governmental, regulatory and technical factors affecting our current or potential business and related matters.

Accordingly, results actually achieved may differ materially from expected results in these statements.  Forward-looking statements speak only as of the date they are made.  We do not undertake, and specifically disclaim, any obligation to update any forward-looking statements to reflect events or circumstances occurring after the date of such statements.

Results of Operations

For The Three Months Ended March 31, 2013 Compared to The Three Months Ended March 31, 2012

During the three months ended March 31, 2013, we received $289,026 from gold ore sales compared to $193,893 in the three months ended March 31, 2012. Gold ore shipments made during the quarter contained approximately 257 ounces, compared to 135 in the first quarter of 2012. The gross value of gold ore delivered during the current quarter was approximately $411,402 before processing and milling charges, compared to a gross value of approximately $232,609 in the first quarter of 2012. Average ore grades from first quarter 2013 shipments were approximately 1.14 ounces (32.35 grams) gold per ton, compares to 1.57 ounces (44.45 grams) in the first quarter of 2012.

Exploration expenses decreased from $275,110 in the three months ended March 31, 2012, to $217,511 in the three months ended March 31, 2013, mainly due to a timing difference in the recognition of mine operator and shipping expenses related to exploration efforts in the three months ended March 31, 2013 being realized during the year ended December 31, 2012, not such timing differences were experienced in the three months ended March 31, 2012.

Operating expenses decreased from $172,211 in the quarterly period ended March 31, 2012, to $120,962 in the quarterly period ended March 31, 2013.  Professional and consulting fees decreased to $50,563 in the three months ended March 31, 2013, compared to $99,146 in the three months ended March 31, 2012 period.  General and administrative expenses decreased to $32,899 from $35,565 in the three months ended March 31, 2013 and 2012, respectively.  Officer salaries were $37,500 in both three month periods ending March 31, 2013 and 2012.  We realized operating loss of $49,447 during the three months ended March 31, 2013, as compared to operating loss of $253,438 in the comparable period in 2012.

Interest expense totaled $831 and $57,429 in the three months ended March 31, 2013, and 2012, respectively.  Interest income was $2 in the three months ended March 31, 2013, and $8 in the three months ended March 31, 2012.  Stock based expense totaled $2,756,000 in the three months ended March 31, 2013 due to the valuation of 5,200,000 common shares not being subject to the 2013 reverse stock split, compared to $0 in the three months ended March 31, 2012.

Net loss totaled $2,806,276, or $0.19 per share, in the three months ended March 31, 2013, compared to a net loss of $310,849, or $0.04 per share, in the three months ended March 31, 2012.

 
- 9 -

 
Liquidity

Current assets at March 31, 2013 totaled $164,453.  As of that date, we had $18,736 in cash, $134,745 in accounts receivable and $10,972 in prepaid assets, as compared to $87,329 in cash and $151,524 in accounts receivable at December 31, 2012.

During the three months ended March 31, 2013, our operating activities used net cash of $68,593, compared to $142,891 in the comparable 2012 period.  Investing activities and financing activities had no effect on our cash flows in the three months ended March 31, 2013 or 2012.

At March 31, 2013, the Company had a working capital deficit of $228,755, as compared to working capital deficit of $203,172 at December 31, 2012.

Item 3.  Quantitative and Qualitative Disclosures About Market Risk.

Not required.

Item 4.  Controls and Procedures.

Evaluation of disclosure controls and procedures

Our management, with the participation of our chief executive officer and chief financial officer, evaluated the effectiveness of our disclosure controls and procedures as defined in Rule 13a-15(e) under the Exchange Act as of the end of the period covered by this Quarterly Report on Form 10-Q.  In designing and evaluating the disclosure controls and procedures, our management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives.  In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs.  The design of any disclosure controls and procedures also is based in part upon certain assumptions about the likelihood of future events and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

Based on that evaluation, our chief executive officer and chief financial officer concluded that, as of March 31, 2013, our disclosure controls and procedures were, subject to the limitations noted above, effective to provide reasonable assurance that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules, regulations and forms, and that such information is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosure.

Changes in internal control over financial reporting

Our management, with the participation of the chief executive officer and chief financial officer, has concluded that there were no significant changes in our internal controls over financial reporting that occurred during our last fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
 

PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

None; not applicable.

Item 1A.  Risk Factors.

Not required.

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

None; not applicable

 
- 10 -

 
Item 3. Defaults Upon Senior Securities.

None; not applicable

Item 4. Mine Safety Disclosures.

None, not applicable.

Item 5. Other Information.

During the three months ended March 31, 2013, there were no material changes to the procedures by which security holders may recommend nominees to the Registrant’s Board of Directors.

Item 6. Exhibits.

Exhibit No.                                                      Identification of Exhibit

31.1
 
31.2
 
32
Certification of Kye Abraham Pursuant to Section 302 of the Sarbanes-Oxley Act.
 
Certification of Nanette Abraham Pursuant to Section 302 of the Sarbanes-Oxley Act.
 
Certification 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.PRE.
XBRL Taxonomy Extension Presentation Linkbase*
101.LAB
XBRL Taxonomy Extension Label Linkbase*
101.DEF
XBRL Taxonomy Extension Definition Linkbase*
101.CAL
XBRL Taxonomy Extension Calculation Linkbase*
101.SCH
XBRL Taxonomy Extension Schema*

*Pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed “furnished” and not “filed” or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, or deemed “furnished” and not “filed” for purposes of Section 18 of the Securities and Exchange Act of 1934, and otherwise are 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
 
LKA GOLD INCORPORATED

Date:
May  14, 2013
 
By:
/s/Kye Abraham
       
Kye Abraham, President, Chairman of the Board and Director
         
Date:
May  14, 2013
 
By:
/s/Nanette Abraham
       
Nanette Abraham, Secretary, Treasurer and Director


 
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