U. S. Securities and Exchange Commission
                         Washington, D. C.  20549

                              FORM 10-KSB

[X]  ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934

     For the fiscal year ended December 31, 2004
                               -----------------

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

     For the transition period from               to
                                    -------------    -------------

                        Commission File No.  000-17106
                                             ---------

                          LKA INTERNATIONAL, INC.
                          -----------------------
              (Name of Small Business Issuer in its Charter)

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

                           3724 47th Street Ct. N.W.
                         Gig Harbor, Washington 98335
                         ----------------------------
                   (Address of Principal Executive Offices)

                  Issuer's Telephone Number:  (253) 851-7486


Securities Registered under Section 12(b) of the Exchange Act:   None.
Name of Each Exchange on Which Registered:                       None.
Securities Registered under Section 12(g) of the Exchange Act:   Common stock.

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

     (1)   Yes  X      No           (2)  Yes  X    No
               ---      ---                  ---      ---

     Check if there is no disclosure of delinquent filers in response to Item
405 of Regulation S-B is not contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form
10-KSB or any amendment to this Form 10-KSB.  [ ]

     State Issuer's revenues for its most recent fiscal year:   December 31,
2004 - $265,757.
<PAGE>

     State the aggregate market value of the voting and non-voting common
equity held by non-affiliates computed by reference to the price at which the
common equity was sold, or the average bid and asked price of such common
equity, as of a specified date within the past 60 days.

     April 14, 2005 - $4,991.59.  There are approximately 4,991,589 shares of
common voting stock of the Company held by non-affiliates.  There is no
"established trading market" for the Company's securities, so these shares
have been arbitrarily valued at par value of $0.001 per share.

               (ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS
                       DURING THE PAST FIVE YEARS)

     Not applicable.

     Check whether the issuer has filed all documents and reports required to
be filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution
of securities under a plan confirmed by a court.   Yes     No
                                                       ---    ---

                 (APPLICABLE ONLY TO CORPORATE ISSUERS)

     State the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date:

                             April 14, 2005

                               12,750,317*

*This number includes 6,434,042 shares that have been authorized to be issued
to Caldera Partners Limited, but which have not yet been formally issued on
the issuer's records.

                    DOCUMENTS INCORPORATED BY REFERENCE

     A description of "Documents Incorporated by Reference" is contained in
Part III, Item 13 of this Annual Report.

Transitional Small Business Issuer Format   Yes  X   No
                                                ---     ---

<PAGE>
                                  PART I

Item 1.  Description of Business.
         ------------------------

     Organization and Public Offering.
     ---------------------------------

     For a discussion of the organization of LKA International, Inc. (referred
to as "LKA," the "Company," "we," "us," "our" or words of similar import in
this Annual Report), see our Annual Report on Form 10-KSB for the calendar
year ended December 31, 2003, which was filed with the Securities and Exchange
Commission on March 29, 2004, and which is incorporated herein by reference.
See the Exhibit Index, Part III, Item 13 of this Report.

     Business Development.
     ---------------------

     LKA owns certain real and personal property interests including patented
and unpatented mining claims, water rights, buildings, fixtures, improvements,
equipment, and permits situated in Lake City, Colorado, which are described
below.  LKA's activities associated with these properties have been sporadic
since they were acquired in December, 1982.  One of these properties, the
Golden Wonder mine, has been producing gold ore in commercial quantities
steadily since 1998.

          The Lake City, Colorado Properties.
          -----------------------------------

     The Ute-Ule silver mine and milling facility and the Golden Wonder gold
mine (respectively, the "Ute-Ule Property" and the "Golden Wonder Property"
or, collectively, the "Properties"), consist of certain patented and
unpatented mining claims located in Hinsdale County, Colorado.  In December,
1982, our predecessor, LKA Holdings, Inc., a Utah corporation ("LKA Utah")
acquired a 51% interest in the Properties from Lake City Mines, Inc., a
Colorado corporation ("Lake City Mines"), which retained the remaining
49% interest.  Immediately after the acquisition, LKA Utah assigned 90% of its
interest in the future proceeds that it had the right to receive from the
Properties to Caldera Partners Limited Partnership, a Washington limited
partnership ("Caldera") in return for approximately $1.6 million, which LKA
used to develop the Properties.  As a result, Caldera owned a 45.9% interest
in the future proceeds that LKA Utah had the right to receive on the
Properties.  LKA's President, Kye A. Abraham, is Caldera's Managing Partner.

     From 1983 through 1985, LKA Utah conducted exploration, development and
limited production activities at the Golden Wonder mine.  Additionally, it
renovated the 100 ton-per-day flotation mill located on the Ute-Ule Property
and completed a five-month pilot production program resulting in the sale of
approximately $590,000 of gold concentrates to ASARCO.  LKA Utah was forced to
discontinue its operations in early 1985 due to depressed gold prices, and it
was merged into LKA in August, 1988.

     On December 15, 1993, through our newly-formed subsidiary, LKA
International, Inc., a Nevada corporation ("LKA Nevada"), we acquired Lake
City Mines' interests in the Properties through a Sheriff's Deed from the
sheriff of Hinsdale County.  As a result of this transaction, LKA owned a
54.1% interest in the proceeds receivable on the Properties, with Caldera
owning the remaining 45.9% interest.

     In 1992 and 1994, respectively, the Properties were leased to two
unaffiliated mining companies.  In both instances, LKA terminated the leases
due to the lessees' failure to meet the terms of the lease agreements.

     On July 1, 1997, we entered into a Lease Purchase Agreement whereby Au
Mining, Inc., a Colorado corporation ("Au Mining"), agreed to lease the
Properties, with the option to purchase them.  Au Mining entered into the
lease for the purpose of exploring, developing and commercially producing ore
from the Properties, specifically the Golden Wonder mine, in exchange for
payment to LKA of certain minimum annual royalties and net production royalty
payments based on the amount of ore removed from the mines.  These royalties
totaled 10% of all proceeds received, or which Au Mining was entitled to
receive, less deductions for assaying, transportation costs, smelting charges
and penalties, severance taxes and any state and federal royalties.

     Au Mining exercised its option to purchase the Properties and on July 2,
1999, we sold the Properties to Au Mining for $1,795,853.  On that date, Au
Mining executed a Promissory Note in the amount of $1,795,853 (the "Note").
The Note bore interest at an annual rate of 8%.  It required quarterly
payments of $50,000, with the remaining balance payable in a lump sum on July
1, 2004.  In addition, all royalties that LKA received from Au Mining as
discussed above were to be applied toward the purchase price of the
Properties.  The Note was secured by a Deed of Trust on the Properties.

     Because we had a 54.1% interest in the proceeds that we were entitled to
receive from the Properties, we had the same interest in the Note receivable
from Au Mining.  As of September 18, 2003, we had received $1,299,925 in
payments under the terms of the Note.  We owed Caldera $989,043 and $946,384
as of December 31, 2003, and 2002, respectively.  These amounts represent
45.9% of the entire Note receivable as well as 45.9% of all recognized
interest income associated with the Note.  LKA was obligated to pay to Caldera
its respective share of Note payments only as such payments were actually
collected.  As of December 31, 2003, and December 31, 2002, respectively, the
current portion of the amounts payable to Caldera was $989,043 and $946,384
and was partially offset by accrued management fees payable to LKA as a
reimbursement for 45.9% of Mr. Abraham's salary and other general and
administrative expenses related to the management of the Lake City properties.
These management fees totaled $176,933 as of December 31, 2003.

     On September 18, 2003, the Company and Au Mining entered into a new lease
agreement whereby the previous option to purchase the property and claims was
terminated, and all related debts and deeds were cancelled.  As a result of
this transaction, the land and related reclamation bond were returned to the
Company and were recorded at their original pre-sale cost basis.  The related
note receivable and offsetting deferred income that were created upon the
initial sale were reduced to zero.  As a result of the new lease agreement,
the Company recorded a Loss on Lease Restructuring of $71,061, which
represents timing differences in the methods of gain/revenue recognition and
the elimination of accrued interest associated with the note receivable. The
original basis of the land of $203,655, as well as the reclamation bonds of
$63,835, were put back on the books of the Company.

     The provisions of the new lease agreement provide for the lease of the
current workings of the Golden Wonder mine and also for the possible
expansion of that project over the next several years.  The term of the new
lease agreement is five years and requires a minimum lease payment of $50,000
per quarter.  In addition, Au Mining is also required to remit a 10% net
smelter royalty that will be offset against the lease payment.  The new lease
agreement specifically excludes the Ute Ule mine and related claims.  A copy
of the new lease agreement was filed as an exhibit to the Company's Quarterly
Report on Form 10-QSB for the quarterly period ended September 30, 2003, which
was filed with the Securities and Exchange Commission on November 19, 2003,
and which is incorporated herein by reference.  See the Exhibit Index, Part
III, Item 13 of this Report.

Subsequent to December 31, 2004
-------------------------------

     On March 3, 2005, which is subsequent to the period covered by this
Report, the Company completed the acquisition of Caldera's 45.9% interest in
the Golden Wonder and Ute Ule mines.  Per the terms of the agreement, the
Company agreed to issue Caldera 6,434,042 "unregistered" and "restricted"
shares of common stock in exchange for Caldera's interest in the mines and the
full satisfaction of all receivables due to Caldera from the Company. Caldera
was also relieved of any future obligations to contribute further exploration
and development funds.  For more information on this transaction, see the
Company's Current Report on Form 8-K, dated March 3, 2005, and filed with the
Securities and Exchange Commission on March 4, 2005.  See the Exhibit Index,
Part III, Item 13 of this Report.

Business.
---------

     LKA has begun the permitting process with respect to the expansion of the
Golden Wonder mine, as discussed under the heading "Management's Discussion
and Analysis or Plan of Operation."  Other than our plans to expand mining
activities on the Properties, we do not currently expect to have any material
operations during the next 12 months.  Management continues to seek other
business opportunities but we can not predict when and if we may actually
participate in any specific business endeavor, and will be unable to do so
until we determine the particular industries of interest to management.

     Principal Products or Services and Their Markets.
     -------------------------------------------------

     We do not currently have any products or services.

     Distribution Methods of the Products or Services.
     -------------------------------------------------

     None; not applicable.

     Status of Any Publicly Announced New Product or Service.
     --------------------------------------------------------

     None; not applicable.

     Competitive Business Conditions.
     --------------------------------

     Management believes that there are literally thousands of non-operating
mining companies such as LKA.  We believe that our competitive position in
the industry will be very insignificant.

     Sources and Availability of Raw Materials.
     ------------------------------------------

     We do not use any raw materials, as we do not directly conduct any
material operations.

     Dependence on One or a Few Major Customers.
     -------------------------------------------

     Although Au Mining is not a "customer" of LKA, we expect that payments
derived from Au Mining's operations will be our most significant source of
income over the next 12 months.  As discussed under the subheading "Business
Development" above, Au Mining is currently paying us quarterly payments of
$50,000, under the terms of our lease agreement.  If Au Mining ceases business
for any reason, LKA's cash flow would stop.

     Patents, Trademarks, Licenses, Franchises, Concessions, Royalty
Agreements or Labor Contracts.
------------------------------

     We have obtained "110d" limited impact permits from the Colorado Division
of Minerals and Geology and have posted reclamation bonds to ensure the clean-
up of environmental disturbances on the Ute-Ule and Golden Wonder Properties.
We are currently in compliance with all applicable permit and bonding
requirements in this regard.

     Need for Any Governmental Approval of Principal Products or Services.
     ---------------------------------------------------------------------

     None; not applicable.
     Effect of Existing or Probable Governmental Regulations on the Business.
     ------------------------------------------------------------------------

     Reporting Requirements.
     -----------------------

     As an issuer whose securities are registered under Section 12(g) of the
Securities Exchange Act of 1934 (the "Exchange Act"), we are required to file
periodic reports with the Securities and Exchange Commission (the
"Commission").  In addition, the National Association of Securities Dealers,
Inc. (the "NASD"), requires that all issuers maintaining quotations of their
securities on the OTC Bulletin Board file periodic reports under the Exchange
Act, so if we apply for a trading symbol on the OTC Bulletin Board, the NASD
will also require that we remain current in our reporting obligations.

     The public may read and copy any materials that we file with the
Commission at the Commission's Public Reference Room at 450 Fifth Street N.W.,
Washington, DC  20549.  The public may obtain information on the operation of
the Public Reference Room by calling the Commission at 1-800-SEC-0330 or 1-
202-942-8090.  The Commission maintains an internet site that contains
reports, proxy and information statements and other information regarding
issuers that file electronically with the Commission.  The address of that
site is http://www.sec.gov.

     Small Business Issuer.
     ----------------------

     The Commission's integrated disclosure system for small business issuers,
which was adopted in Release No. 34-30968 and became effective as of August
13, 1992, substantially modified the information and financial requirements of
a "Small Business Issuer," defined to be an issuer that has revenues of less
than $25,000,000; is a U.S. or Canadian issuer; is not an investment company;
and if a majority-owned subsidiary, the parent is also a small business
issuer; provided, however, an entity is not a small business issuer if it has
a public float (the aggregate market value of the issuer's outstanding
securities held by non-affiliates) of $25,000,000 or more.  LKA is deemed to
be a "small business issuer."

     Sarbanes-Oxley Act.
     -------------------

     On July 30, 2002, President Bush signed into law the Sarbanes-Oxley Act
of 2002.  The Sarbanes-Oxley Act imposes a wide variety of new regulatory
requirements on publicly-held companies and their insiders.  Many of these
requirements will affect us.  For example:

     *     Our chief executive officer and chief financial officer must
           now certify the accuracy of all of our periodic reports that
           contain financial statements;

     *     Our periodic reports must disclose our conclusions about the
           effectiveness of our disclosure controls and procedures; and

     *     We may not make any loan to any director or executive officer
           and we may not materially modify any existing loans.

     The Sarbanes-Oxley Act has required us to review our current procedures
and policies to determine whether they comply with the Sarbanes-Oxley Act and
the new regulations promulgated thereunder.  We will continue to monitor our
compliance with all future regulations that are adopted under the Sarbanes-
Oxley Act and will take whatever actions are necessary to ensure that we are
in compliance.

     Research and Development.
     -------------------------

     We have not spent any money on research and development in the past five
years and we do not plan to make any such expenditures in the foreseeable
future.

     Costs and Effects of Compliance with Environmental Laws.
     --------------------------------------------------------

     As the owner of permits pertaining to the Properties, we are subject to
many federal, state and local laws and regulations relating to environmental
quality.  For example, any mining operations conducted on the Properties must
comply with federal and state laws and regulations that protect the quality of
surface water and groundwater.

     The Colorado Division of Minerals and Geology (the "Division") requires
mine operators to have permits to conduct mining activities in Colorado.  The
Division also requires operators to obtain a reclamation bond to ensure the
clean-up of disturbances on mining properties and conducts regular inspections
to make sure that the operators are in compliance with applicable
environmental laws and regulations.  We have obtained all necessary bonds and
permits required by the State of Colorado and believe that we are in
compliance with all laws and regulations in this regard.  However, we can
provide no assurance as to the impact on LKA of any future environmental laws
or regulations or any governmental interpretation of existing or future laws
or regulations.

     The Federal Bureau of Land Management (the "BLM") has advised us of its
desire to extend to the Ute-Ule Property certain environmental clean-up
activities that it is conducting on neighboring properties that we do not own.
The BLM has commissioned and obtained an engineering evaluation and cost
analysis ("EE/CA") report on the Ute-Ule and the neighboring public lands.
This EE/CA, which was prepared by Harding ESE, Inc., analyzes the current
environmental state of the Ute-Ule Property and other properties in the area.
The EE/CA has identified a large volume of mine tailings and metals loading of
shallow ground water, with elevated levels of arsenic, cadmium and lead being
present.  The total clean-up costs on all of these properties are estimated at
approximately $7 million, with the projected clean-up cost of the Ute-Ule
alone estimated at approximately $4,317,000.

     As of November 18, 2003, the BLM has prepared a written response to the
public comments received concerning the EE/CA and is in the process of
selecting an overall site clean-up plan and is determining the final
engineering plans.  Once these tasks are completed, the BLM will then enter
into the process of implementing those plans.  Under the federal Comprehensive
Environmental Response, Compensation and Liability Act ("CERCLA"), the  BLM
and EPA may either require a property owner to perform the necessary cleanup
or the agencies may perform the work and seek recovery of costs against the
owner.

     As of the date of this Report, management has had two meetings with
the BLM in an effort to negotiate a settlement of this matter.  The Company
and the BLM remain in the process of discussing and deliberating the reported
environmental impacts as previously reported within the EE/CA.  No
determination of an overall site clean-up plan has yet been made by the BLM.
The BLM has taken the position that LKA will be liable for the cleanup on the
Ute-Ule property, with the timing of the cleanup, the ultimate cost, and LKA's
share of the total cost, still to be determined.  The BLM has indicated its
willingness to negotiate a settlement of the matter and LKA intends to
vigorously defend itself.  In this regard, we have recently retained the
services of a consultant to advise us regarding the BLM's authority and legal
position to order the cleanup and to advise us on our negotiating stance.
However, we are in the very early stages of this process and we can not
accurately predict what our ultimate liability, if any, will be.

     Employees.
     ----------

     Kye A. Abraham is LKA's only full-time employee.  Nanette K. Abraham
assists with bookkeeping and administrative work, but receives no financial
remuneration.

Risk Factors.
-------------

     Potential Environmental Liability.
     ----------------------------------

     As discussed under "Costs and Effects of Compliance with Environmental
Laws," above, the BLM has issued an EE/CA which identifies certain
environmental hazards on the Ute-Ule property, with an estimated potential
cost of approximately $4,317,000 to clean up these hazards.  We are in the
early stages of negotiation with the BLM with respect to LKA's responsibility,
if any, for the cleanup and what costs, if any, we may be liable for.  We
intend to make our case as vigorously as possible.  However, we could be
financially devastated if we are found liable for all or a large portion of
the $4,317,000 estimated cleanup costs on the Ute-Ule, as that amount is
substantially larger than our total assets.
     We Do Not Know How Much Commercially Recoverable Ore the Properties
Contain.
--------

     Because we do not have any definitive reserve studies on the Properties,
we do not know how much commercially recoverable ore they contain.  We can not
assure you that it will continue to be economically feasible to conduct mining
operations on the Properties.  If it is not economically feasible, any
royalties from the Golden Wonder mine under any lease agreement with Au
Mining, which we expect to be our largest source of income, would also cease.

     Need for Additional Funding.
     ----------------------------

     If LKA determines that expansion of the Golden Wonder mining project, or
any other project, is suitable, a significant additional investment of up
to $2 million, or more, would be required.  We expect that Au Mining would use
any additional investment by LKA to explore and/or develop ore bodies within
the Golden Wonder mine.  Accordingly, our success or lack of success in
raising additional funds may determine whether we make a profit in the future.

     Furthermore, we can not assure you that even if we raise an additional $2
million through an offering of our securities that such amounts will be
sufficient to develop new, commercially viable ore bodies within the Golden
Wonder Property.  It is possible that subscribers under any such offering
would gain little or no economic benefit from their investment.

     Potential Dilution to Existing Stockholders.
     --------------------------------------------

     We expect that any future fundraising under any lease agreement would
take the form of a private placement or public offering of our common or
preferred stock.  The sale of additional shares of our common or preferred
stock will reduce the proportionate ownership interests of our existing
stockholders.

     No Established Public Market for Our Securities.
     ------------------------------------------------

     There is no established public market for our securities and we can not
guarantee that any such market will develop or be maintained in the future.
As a result, stockholders may not be able to sell their shares readily, if at
all.

     Limit on Directors' Liability.
     ------------------------------

     Article VIII of our Certificate of Incorporation provides that a director
of the corporation is not personally liable to us or our stockholders for
breach of fiduciary duties as a director, except for breach of duty of
loyalty, acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, payment of dividends or redemption
of stock in violation of corporate statute and for any transaction from which
the director derived any improper personal benefit.  Article VIII further
provides that if the Delaware General Corporation Law (the "Delaware Law") is
subsequently amended to further eliminate or limit the personal liability of
directors, the liability of a director of the corporation shall be eliminated
to the fullest extent permitted by the Delaware Law.  Article IX of our
Certificate of Incorporation and Article V of our Bylaws also provide for
indemnification of directors, executive officers, employees and agents of LKA
to the fullest extent allowed under the Delaware Law.

     Issuance of Preferred Stock.
     ----------------------------

     LKA has authorized 50,000,000 shares of preferred stock, $0.001 par
value, none of which is currently issued or outstanding.  The Board of
Directors has the authority, without action by our stockholders, to issue the
authorized and unissued preferred stock in one or more series and to determine
the voting rights, preferences as to dividends and liquidation, conversion
rights, and other rights of any series.  Preferred stock may, if and when
issued, have rights superior to those of the common stock.

     No Dividends.
     -------------

     We have never paid any cash dividends and do not intend to pay any
dividends in the foreseeable future.  We intend to retain substantially all
future earnings, if any, for use in our business.

     No Cumulative Voting.
     ---------------------

     Cumulative voting in the election of our directors is not allowed.
Accordingly, the holders of a majority of the shares of common stock
present, in person or by proxy, at any regularly convened shareholder's
meeting at which the Board of Directors is elected will be able to elect all
directors, and the minority shareholders will not be able to elect a
representative to the Board of Directors.

     Dependence on Key Employees and Technical Personnel.
     ----------------------------------------------------

     For the foreseeable future, LKA will be entirely dependent upon
the services of Kye A. Abraham, its President.  Mr. Abraham is in good
health; however, his retirement, resignation, disability or death would
require us to identify and hire a qualified person to serve in his place.  To
the extent that his services become unavailable, LKA will be required to
retain other qualified personnel; there can be no assurance that LKA will be
able to recruit and hire qualified persons upon acceptable terms.  We
currently have no employment agreement with Mr. Abraham and do not maintain
"key man" life insurance for him.  The loss of Mr. Abraham or our inability to
attract or retain other qualified employees could seriously impair our results
of operations and financial condition.

     Our Securities are "Penny Stock."
     ---------------------------------

     Our common stock is "penny stock" as defined in Rule 3a51-1 of the
Commission.  This designation may adversely affect the development of any
public market for our shares of common stock or, if such a market
develops, its continuation.  Broker-dealers are required to personally
determine whether an investment in "penny stock" is suitable for customers.

     Penny stocks are securities (i) with a price of less than five dollars
per share; (ii) that are not traded on a "recognized" national exchange; (iii)
whose prices are not quoted on the NASDAQ automated quotation system (NASDAQ-
listed stocks must still meet requirement (i) above); or (iv) of an issuer
with net tangible assets less than $2,000,000 (if the issuer has been in
continuous operation for at least three years) or $5,000,000 (if in continuous
operation for less than three years), or with average annual revenues of less
than $6,000,000 for the last three years.

     Section 15(g) of the Exchange Act, and Rule 15g-2 of the Commission
require broker/dealers dealing in penny stocks to provide potential investors
with a document disclosing the risks of penny stocks and to obtain a manually
signed and dated written receipt of the document before effecting any
transaction in a penny stock for the investor's account.  Potential investors
in our common stock are urged to obtain and read such disclosure carefully
before purchasing any shares that are deemed to be "penny stock."

     Rule 15g-9 of the Commission requires broker-dealers in penny stocks to
approve the account of any investor for transactions in such stocks before
selling any penny stock to that investor.  This procedure requires the broker-
dealer to (i) obtain from the investor information concerning his or her
financial situation, investment experience and investment objectives; (ii)
reasonably determine, based on that information, that transactions in penny
stocks are suitable for the investor and that the investor has sufficient
knowledge and experience as to be reasonably capable of evaluating the risks
of penny stock transactions; (iii) provide the investor with a written
statement setting forth the basis on which the broker-dealer made the
determination in (ii) above; and (iv) receive a signed and dated copy of such
statement from the investor, confirming that it accurately reflects the
investor's financial situation, investment experience and investment
objectives.  Compliance with these requirements may make it more difficult for
our stockholders to resell their shares to third parties or to otherwise
dispose of them.

     The Sale of "Restricted" Shares May Reduce the Price Per Share of Our
Common Stock.
-------------

     All of the 7,908,728 shares of our common stock that are owned or
controlled by Kye A. Abraham are "restricted" securities within the meaning of
Rule 144 of the Securities and Exchange Commission.  If a market for our
common stock ever develops, Mr. Abraham may begin selling shares at any time,
subject to compliance with Rule 144.  Such sales may have a negative effect on
our stock price.

Item 2.  Description of Property.
         ------------------------

     We own a 100% interest in the Ute-Ule and Golden Wonder Properties.
Prior to March 3, 2005, we paid to Caldera 45.9% of the proceeds that we
received from the Properties through our new Lease Agreement with AU Mining.
However, on that date, the Company completed the acquisition of Caldera's
45.9% interest in the Golden Wonder and Ute Ule mines.  As a result of this
assignment, the Company is entitled to receive all of the lease and royalty
payments on these Properties.  We are not currently engaged in any mining
operations on the Properties or anywhere else.

     Both the Ute-Ule silver mine and the Golden Wonder gold mine are vein
type deposits associated with volcanic activity occurring millions of years
ago during a turbulent period known in geology as Tertiary time.  During this
violent geologic era, most of the known precious metal mines in the State of
Colorado were formed along a southwest to northeast channel or narrow band
approximately 20 miles wide, which stretches in a diagonal trend from Durango
in the southwest to Boulder County in the northeast.  This zone has been
called the Colorado Mineral Belt.  Lake City, Colorado lies astride this
mineral belt in a topographical cul de sac 57 miles southwest of Gunnison,
Colorado.  On the other side of the mountain range that encloses the cul de
sac are the historic precious metal mining districts of Ouray, Telluride,
Silverton and Creede, which were productive in the late 19th century.  Since
it entered into the Lease Purchase Agreement with us, Au Mining has recovered
approximately 47,084 ounces of gold on the Properties, valued at approximately
$13 million.

     Each Property is described below.

     Ute-Ule Group.
     --------------

     The Ute-Ule Property consist of 23 patented mining claims located
approximately four miles west of Lake City, Colorado.  These are highly
mineralized silver-lead-zinc mines with excellent access via a gravel road
that is maintained year-round by the County of Hinsdale.  This road goes from
the Property to Lake City and from Lake City a blacktop road (State Highway
149) extends northward approximately 46 miles to an intersection with U.S. 50,
about nine miles west of Gunnison, Colorado.

     This Property has a long history of mineral extraction dating back to the
nineteenth century.  Most of this extraction occurred between 1874 and 1903.

     We can not assure you that the mineralized material found on the Property
can be mined and milled on a commercial basis.

     The Ute Mill.
     -------------

     A 100 ton-per-day flotation mill, including various equipment and support
facilities, exists on the Ute-Ule Property.  The mill is located at the level
of the main haulage tunnel of the Ute mine.  It is in satisfactory condition
and was used effectively by LKA Utah to mill ore from the Golden Wonder mine
during a 1984 pilot production program.  The mill is also ideally suited for
the processing of ore from the Ute-Ule mines.

     To the knowledge of management, this mill is the only mill located in the
Lake City District.  Since the Lake City District has no smelting facilities,
ore and ore concentrates, if any, from the Properties, or other mines in the
district would have to be sent to smelters in other distant locations.

     Since the mill is the only one in the Lake City District and construction
of another mill of this size would be possible only at substantial cost and
subject to considerable environmental constraints, management believes that
LKA could derive income from custom milling or the sale of the mill if it re-
acquires the Properties and if mining is successfully revived in the District.

     Water for milling and the power needs of the mill has historically been
available through water rights pertaining to the Property.  Although we
believe the Property is currently in compliance with applicable laws and
regulations, any future operations at the mill may require additional settling
ponds and additional treatment of waste water may be required to preserve
water quality.  We do not believe that these requirements would impose an
undue burden on us.

     LKA re-acquired the Ute-Ule Property pursuant to a new lease agreement
with Au Mining.  If Au Mining fails to make the required quarterly payments
under the terms of the new lease agreement, substantial additional funding
would be required to make the mill operational.  We can provide no assurance
that we would be successful in any such fundraising.

     Golden Wonder.
     --------------

     The Golden Wonder Property consists of three patented and 18 unpatented
mining claims located approximately 2-1/2 miles south of Lake City, Colorado.
It has been worked intermittently since its discovery in 1880.  The Property
can be reached by following Colorado State Highway 149 south of Lake City to
the Vickers Ranch, and then following an easement over unimproved road through
the ranch to the mine.  The mine is at an elevation of 10,323 feet and is
situated on a hill slope approximately 1,500 feet above the valley floor.  It
lies at the head of "Dead Man's Gulch."

     The initial discovery was made after finding high grade float in the
surface containing free gold.  A limited body of ore was mined prior to 1889.
The Property was generally unworked through 1930.  From 1930 to 1969, sporadic
mining and development efforts were conducted, some of which resulted in the
extraction of ore.

     During the summer of 1969, Southern Union Production Company ("Supron")
began an exploration program at the Golden Wonder.  Out of this, the SUPCO
winze (a steeply inclined passageway connecting the mine workings) was started
in the winter of 1970-1971 and completed to a depth of approximately 150 feet
below the third level of the mine, with lateral drifting along the course of
mineralization off the winze on the fourth level.  Work was halted on the
property in 1972, when Supron decided to discontinue all its metallic mineral
operations in the western United States and South America.  In 1973, Rocky
Mountain Ventures secured a lease on the Property and shipped a small tonnage
of dump material to a mill then operating at Crested Butte, Colorado for
processing.

     The Golden Wonder has been explored and developed by drifts on six
different levels, with raises and winzes connecting the lower levels.  In
1984, LKA Utah conducted a five-month pilot production program that resulted
in the sale of approximately $590,000 of gold concentrates to ASARCO.  The
average grade of the ore produced during the pilot program was 0.96 ounces of
gold per ton and the average gold price at that time was $325 per ounce.  The
majority of this production was derived from two slopes on the mine's fourth
level, which consistently averaged one ounce of gold per ton.  Commercial
quantities of gold were also taken from the mine's fifth level.  Beginning in
1997, Au Mining has conducted, and is currently conducting, mining operations
and producing commercial quantities of ore from the mine's fifth and sixth
levels.

     Office Space.
     -------------

     We currently lease approximately 750 square feet of office space located
at 3724 47th Street Ct. N.W., Gig Harbor, Washington.  Effective as of
December 31, 2004, we pay monthly rent of $1,000 to Abraham and Co., Inc. an
NASD member broker/dealer which is controlled by our President, Kye A.
Abraham.  This rent includes the use of the office space, telephone, office
supplies, utilities, computers and photocopiers.  The office is attached to
Mr. Abraham's home.  The lease arrangement is a month-to-month oral lease with
Mr. Abraham.

Item 3.  Legal Proceedings.
         ------------------

     Except as discussed below, LKA is not the subject of any pending legal
proceedings and, to the knowledge of management, no proceedings are presently
contemplated against LKA by any federal, state or local governmental agency.

     LKA is a plaintiff in Northern Arizona Group SMR et al. v. Allen et al.,
which was filed in the Superior Court of the State of California for the
County of Orange and designated Case No. 818405.  In its complaint, as
amended, LKA alleged that the defendants made certain misrepresentations in
connection with LKA's purchase of 875 shares of the common stock of Allen
Wireless Group, a Delaware corporation, for total consideration of $7,000.
We, along with the other stockholders of Allen Wireless Group, are seeking
rescission of our stock purchase agreement and a return of the purchase money
or, in the alternative, compensatory and consequential damages, in addition to
punitive, exemplary and special damages and interest.  We are currently
negotiating a settlement of this matter, but have not yet reached any
definitive agreement.

     As discussed under "Costs and Effects of Compliance with Environmental
Laws" above, we have had preliminary settlement discussions with the BLM
over LKA's potential liability, if any, for clean-up costs on the Ute-Ule
Property.  These negotiations are in the very early stages as of the date of
this Annual Report, and we can not estimate what portion of the BLM's
estimated $4,317,000 cleanup cost, if any, we may ultimately be found liable
for.  Settlement discussions are expected to continue well into 2005 or
beyond.

     To the knowledge of management, no director or executive officer
is party to any action in which any has an interest adverse to LKA.

Item 4.  Submission of Matters to a Vote of Security Holders.
         ----------------------------------------------------

     No matter was submitted to a vote of our security holders during the
calendar year covered by this Annual Report or during the two previous
calendar years.

                                  PART II

Item 5.  Market for Common Equity, Related Stockholder Matters and Small
Business Purchases of Equity Securities.
----------------------------------------

Market Information.
-------------------

     There is no "established trading market" for our shares of common stock.
Our shares are listed on the OTC Bulletin Board of the National Association of
Securities Dealers, Inc. (the "NASD") under the symbol "LKAI"; however,
management does not expect any established trading market to develop unless
and until we have material operations.  In any event, no assurance can be
given that any market for our common stock will develop or be maintained.
If a public market ever develops in the future, the sale of "unregistered" and
"restricted" shares of common stock pursuant to Rule 144 of the Securities and
Exchange Commission by members of management or others may have a substantial
adverse impact on any such market.  All of these persons have satisfied the
one-year holding period requirement of Rule 144.  See "Sales of Unregistered
Securities During the Past Three Years," of this Annual Report.

     Set forth below are the high and low closing bid prices for our common
stock for each quarter since our common stock became eligible for quotation on
the OTC Bulletin Board of the NASD in October, 2003.  These bid prices were
obtained from Pink Sheets, LLC, formerly known as the "National Quotation
Bureau, LLC," All prices listed herein reflect inter-dealer prices, without
retail mark-up, mark-down or commissions and may not represent actual
transactions.

Quarter Ended                 High Bid          Low Bid
-------------                 --------          -------

December 31, 2003               $.02             $.01

March 31, 2004                  $.10             $.01

June 30, 2004                   $.15             $.10

September 30, 2004              $.19             $.12

December 31, 2004               $.15             $.12


Holders
-------

     The number of record holders of our common stock as of the date of this
Annual Report is approximately 527.  This does not include an indeterminate
number of stockholders who may hold their shares in "street name."

Dividends
---------

     LKA has not declared any cash dividends with respect to its common stock
and does not intend to declare dividends in the foreseeable future.  There are
no material restrictions limiting, or that are likely to limit, our ability to
pay dividends on our common stock.

Securities Authorized For Issuance under Equity Compensation Plans.
-------------------------------------------------------------------
     We have not adopted any equity compensation plans and have no securities
authorized for issuance under any such plans.

Recent Sales of Restricted Securities; Use of Proceeds of Registered
Securities.
-----------

     On August 11, 2004, we issued 1,000,000 "unregistered" and "restricted"
shares of our common stock to our President, Kye A. Abraham, in consideration
of services valued at $120,000.

     On March 3, 2005, which is subsequent to the period covered by this
Report, LKA and Caldera executed an Assignment of Interest in Joint Venture
Agreement by which Caldera assigned to us all of its rights to receive lease
and royalty payments on the Properties.  Pursuant to the assignment, we agreed
to issue 6,434,042 "unregistered" and "restricted" shares of our common stock
to Caldera.  These shares have not yet been formally issued on the Company's
records.  However, Caldera has filed a Form 3 and a Schedule 13D with the
Securities and Exchange Commission with respect to these shares, and unless
indicated otherwise, all calculations in this Report take into account the
issuance thereof.

Use of Proceeds of Registered Securities.
-----------------------------------------

     We did not sell any registered securities during the calendar year ended
December 31, 2004.

Purchases of Equity Securities by Us and Affiliated Purchasers.
---------------------------------------------------------------

     There were no purchases of our equity securities by us or any affiliated
purchasers during the calendar year ended December 31, 2004.  However, on
December 31, 2004, our Board of Directors resolved to repurchase outstanding
shares of the Company when cash resources are available and conditions are
favorable.  As of the date of this Report, we have not made any such
purchases.

Item 6.  Management's Discussion and Analysis or Plan of Operation.
         ----------------------------------------------------------

Plan of Operation.
------------------

     During the next 18 months, the Company intends to seek additional funding
of approximately $2 million for the purpose of expanding and/or developing
additional ore bearing zones within the Golden Wonder mine.  We expect that
any anticipated funding will take place through the private placement of our
common or preferred stock pursuant to applicable exemptions from registration
provided by Regulation D of the Securities and Exchange Commission.

     LKA and Au Mining both believe that it will take at least $1 million to
begin the development of substantial additional ore bearing zones within the
Golden Wonder Property.  We can not assure you that we will be successful in
raising the required amounts.  However, if we are successful in this regard,
we plan to permit and develop a new drift to be located approximately 800 feet
below the Golden Wonder's sixth level.  The objective of this new drift will
be to intersect the existing vein structure and significantly expand the
workings of the Golden Wonder.

     Under the terms of our agreement with Au Mining, LKA has the option
to increase its current 10% net smelter interest to a 40% working interest on
all ore produced below the Golden Wonder's sixth level, pending successful
completion of its permitting and expansion plans.

     Our plans to construct and develop the new drift will be contingent upon
favorable geology, gold prices, resolution of permitting and environmental
issues, as well as LKA's ability to raise the necessary capital through the
sale of equity.  We can not assure you that we will be successful in achieving
these objectives.

Results of Operations.
----------------------

     During the year ended 2004, we received total lease payments of $491,232
compared to the third and fourth quarters of 2003, in which we received the
first and second quarterly lease and royalty payments under the restructured
lease agreement.  These payments totaled $542,090.  After we paid 45.9% of
this amount to Caldera, our royalty revenues in 2004 were $157,557 and in 2003
were $239,170 and our lease revenues were $108,200 and $54,100, for total
revenues of $265,757 and $293,270, respectively.

     Operating expenses increased from $155,127 in 2003 to $397,147 in 2004.
This change was primarily due to an increase in general and administrative
expenses to $167,453 in 2004, from $83,795 in 2003.  We also paid
a bonus of 1,000,000 "unregistered" and "restricted" shares of our common
stock, valued at $120,000, to our President, Kye A. Abraham, in 2004.  We
realized an operating loss of $131,390 during the calendar year ended December
31, 2004, as compared to operating income of $138,143 in 2003.

     Interest income declined to $9,272 in 2004, from $27,643 in 2003.  We had
$89,837 in unrealized gains on securities in 2004, and $45,604 in realized
gains on securities in 2004.  This compares to unrealized and realized gains
of $100,537 and $17,695, respectively, in 2003.  We received $37,560 in
dividend income in 2004, versus $9,991 in 2003.

     Due to the new Au Mining lease agreement that we entered into in
September, 2003, we recorded a loss on lease restructuring of $71,061 in that
year.  This loss was the result of timing differences in the methods of
gain/revenue recognition, as well as the elimination of accrued interest that
was associated with the note receivable from Au Mining.  This note was
canceled in connection with the restructuring in September, 2003.

     We recorded a gain on sale of asset of $209,044 in 2003.  These amounts
represent payments on the Au Mining note that was canceled in September, 2003.
The increased gain on sale in 2003 is the result of gains that had been
deferred from prior periods.

     Net income was $24,780 in 2004, a decrease of approximately 90% from
our net income of $423,468 in 2003.  Basic and diluted net income per share
was $0.00 and $0.07 per share, respectively, in 2004 and 2003.  Our
stockholders' equity of $535,457 at December 31, 2004, represented an increase
of approximately 33% in over stockholders' equity of $490,677 at December 31,
2003.

Safe Harbor Statement.
----------------------
     Statements made in this Form 10-KSB 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 business of LKA.  Such forward-looking statements include
those that are 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, in addition to those
contained in this Annual Report: general economic or industry conditions
nationally and/or in the communities in which we conduct business;
fluctuations in global gold and silver markets; legislation or regulatory
requirements, including environmental requirements; conditions of the
securities markets; competition; our ability to raise capital; changes in
accounting principals, policies or guidelines; financial or political
instability; acts of war or terrorism; and other economic, competitive,
governmental, regulatory and technical factors affecting our operations,
products, services and prices.

     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.  LKA does not undertake, and specifically
disclaims, any obligation to update any forward-looking statements to reflect
events or circumstances occurring after the date of such statements.

Item 7.  Consolidated Financial Statements.
         ----------------------------------

<PAGE>
                          LKA INTERNATIONAL, INC.

                     CONSOLIDATED FINANCIAL STATEMENTS

                             December 31, 2004
<PAGE>




                         C O N T E N T S


Independent Auditors' Report . . . . . . . . . . . . . . . . .  F3

Consolidated Balance Sheet . . . . . . . . . . . . . . . . . .  F4

Consolidated Statements of Operations. . . . . . . . . . . . .  F6

Consolidated Statements of Stockholders' Equity. . . . . . . .  F7

Consolidated Statements of Cash Flows. . . . . . . . . . . . .  F8

Notes to the Consolidated Financial Statements . . . . . . . . F10

<PAGE>





                                 REPORT OF INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM




To the Board of Directors
LKA International, Inc.
Gig Harbor, Washington

We have audited the accompanying consolidated balance sheet of LKA
International, Inc. as of December 31, 2004 and the related consolidated
statements of operations, stockholders' equity, and cash flows for the years
ended December 31, 2004 and 2003.  These consolidated financial statements are
the responsibility of the Company's management.  Our responsibility is to
express an opinion on these consolidated financial statements based on our
audits.

We conducted our audits in accordance with of the Public Company Accounting
Oversight Board (United States).  Those standards require that we plan and
perform the audits to obtain reasonable assurance about whether the
consolidated financial statements are free of material misstatement.  An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the consolidated financial statements.  An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall consolidated financial statement
presentation.  We believe that our audits provide a reasonable basis for our
opinion.

In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the consolidated financial position
of LKA International, Inc. as of December 31, 2004, and the results of their
operations and their cash flows for the years ended December 31, 2004 and
2003, in conformity with United States generally accepted accounting
principles.



/s/HJ & Associates, LLC

HJ & Associates, LLC
Salt Lake City, Utah
April 8, 2005
<PAGE>
                     LKA INTERNATIONAL, INC.
                    Consolidated Balance Sheet


                              ASSETS

                                                December 31,
                                                    2004
CURRENT ASSETS

     Cash                                      $    411,960
     Due from affiliates (Note 4)                    64,134
     Notes receivable (Note 5)                      110,164
     Accrued interest receivable (Note 5)               410
     Margin trading account                          63,308
     Investment in trading securities               829,498
                                               ------------
          Total Current Assets                    1,479,474
                                               ------------
FIXED ASSETS

     Land and mining claims (Notes 2 and 3)         272,714
     Accumulated depreciation (Note 3)              (29,587)
                                               ------------
          Total Fixed Assets, Net of Accumulated
          Depreciation                              243,127
                                               ------------
OTHER NON-CURRENT ASSETS

     Reclamation bond (Note 2)                       63,835
     Deferred Tax Asset (Note 1)                      5,100
                                               ------------
          Total Other Non-Current Assets             68,935
                                               ------------
          TOTAL ASSETS                         $  1,791,536
                                               ============

The accompanying notes are an integral part of these consolidated financial
statements.
                               F-4
<PAGE>
                     LKA INTERNATIONAL, INC.
              Consolidated Balance Sheet (Continued)


               LIABILITIES AND STOCKHOLDERS' EQUITY

                                                        December 31,
                                                           2004
CURRENT LIABILITIES

     Accounts payable                                   $    51,821
     Note payable                                            10,000
     Notes payable - related party (Note 4)                  62,803
     Accrued interest - related party (Note 4)               42,068
     Due to related party (Note 2)                          907,531
     Income taxes payable (Note 1)                           23,407
                                                        -----------
          Total Current Liabilities                       1,097,630
                                                        -----------
NON-CURRENT LIABILITIES

     Asset retirement obligation (Note 3)                    58,449
                                                        -----------
          Total Non-Current Liabilities                      58,449
                                                        -----------
          Total Liabilities                               1,156,079
                                                        -----------

STOCKHOLDERS' EQUITY

     Common stock; $0.001 par value, 50,000,000
       shares Authorized, 6,281,456 shares issued
       and outstanding                                        6,281
     Additional paid-in capital                           5,516,956
     Accumulated deficit                                 (4,887,780)
                                                        -----------
          Total Stockholders' Equity                        635,457
                                                        -----------
          TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY    $ 1,791,536
                                                        ===========

The accompanying notes are an integral part of these consolidated financial
statements.
                               F-5
<PAGE>
                     LKA INTERNATIONAL, INC.
              Consolidated Statements of Operations


                                             For the Years Ended
                                                  December 31,
                                             2004           2003
REVENUES

     Operating lease revenue                 $ 108,200   $ 54,100
     Royalty revenue                           157,557    239,170
                                             ---------   --------
          Total Revenues                       265,757    293,270
                                             ---------   --------
OPERATING EXPENSES

     General and administrative                167,453     83,795
     Technical consultants                      44,774      3,332
     Officer salary                             64,920     68,000
     Officer bonus                             120,000          -
                                             ---------   --------
     Total Operating Expenses                  397,147    155,127
                                             ---------   --------
OPERATING INCOME (LOSS)                       (131,390)   138,143
                                             ---------   --------
OTHER INCOME (EXPENSE)

     Interest expense                           (7,796)    (8,524)
     Interest income                             9,272     27,643
     Unrealized gains on securities             89,837    100,537
     Realized gain on securities                45,604     17,695
     Dividend and other investment income       37,560      9,991
     Loss on lease restructuring                     -    (71,061)
     Gain on sale of asset                           -    209,044
                                             ---------  ---------
          Total Other Income                   174,477    285,325
                                             ---------  ---------
INCOME PRIOR TO INCOME TAX EXPENSE              43,087    423,468

INCOME TAX EXPENSE (Note 1)                     18,307          -
                                             ---------  ---------
NET INCOME                                   $  24,780  $ 423,468
                                             =========  =========
BASIC AND DILUTED NET INCOME PER SHARE       $    0.00  $    0.07
                                             =========  =========
WEIGHTED AVERAGE NUMBER OF
 SHARES OUTSTANDING                          5,673,237  6,250,993
                                             =========  =========

The accompanying notes are an integral part of these consolidated financial
statements.
                               F-6
<PAGE>
                     LKA INTERNATIONAL, INC.
         Consolidated Statements of Stockholders' Equity

                                                  Additional
                               Common Stock        Paid-in        Accumulated
                              Shares     Amount    Capital          Deficit
Balance, December 31, 2002    7,169,136   $7,169    $5,423,994   $(5,336,028)

Repurchase and cancellation
of common stock              (1,887,680)  (1,888)      (26,038)            -


Net income for the year
 ended December 31, 2003              -        -             -       423,468
                              ---------  -------    ----------   -----------
Balance, December 31, 2003    5,281,456    5,281     5,397,956    (4,912,560)
                              ---------  -------    ----------   -----------
Issuance of 1,000,000 shares
of common stock as officer
compensation                  1,000,000    1,000       119,000             -

Net income for the year
ended December 31, 2004               -        -             -        24,780
                              ---------  -------    ----------   -----------
Balance, December 31, 2004    6,281,456  $ 6,281    $5,516,956   $(4,887,780)
                              =========  =======    ==========   ===========

The accompanying notes are an integral part of these consolidated financial
statements.
                               F-7
<PAGE>
                     LKA INTERNATIONAL, INC.
              Consolidated Statements of Cash Flows

                                                     For the Years Ended
                                                         December 31,
                                                     2004           2003
CASH FLOWS FROM OPERATING ACTIVITIES

     Net income                                    $  24,780     $ 423,468
     Items to reconcile net income to net
       cash provided by operating activities:
       Unrealized (gain) on investments              (89,837)     (100,537)
       Realized (gain) on investments                (45,604)      (17,695)
       Investment purchases                       (1,117,769)     (373,254)
       Investment proceeds                           825,807       119,391
       Depreciation and impairments                   29,587             -
       Accretion of asset retirement obligation        1,527             -
       Common stock issued as officer compensation   120,000             -
     Changes in operating assets and liabilities:
          (Increase) in margin account               (32,430)      (37,167)
          Decrease in prepaid and other assets         9,400        13,963
          (Increase) decrease in due to/from
          affiliates                                  95,421       (41,633)
          (Increase) decrease in interest receivable  (8,667)          811
          Increase (decrease) in accounts payable     48,803       (15,038)
          Increase in deferred tax asset               5,100             -
          Increase in income taxes payable            23,407             -
          Increase in accrued expenses                 6,281       263,703
          Increase (decrease) in deferred income           -      (209,045)
                                                   ---------     ---------
             Net Cash Provided (Used) by Operating
             Activities                             (114,394)       26,967
                                                   ---------     ---------
CASH FLOWS FROM INVESTING ACTIVITIES
     Payments in exchange for notes receivable             -       (99,997)
     Proceeds from repayments of note receivable           -       336,210
                                                   ---------     ---------
               Net Cash Provided by
               Investing Activities                        -       236,213
                                                   ---------     ---------


The accompanying notes are an integral part of these consolidated financial
statements.
                               F-8
<PAGE>
                     LKA INTERNATIONAL, INC.
        Consolidated Statements of Cash Flows (Continued)


                                             For the Years Ended
                                                  December 31,
                                                  2004      2003
CASH FLOWS FROM FINANCING ACTIVITIES

     Repurchase of common stock             $       -     $ (27,926)
                                            ---------     ---------
               Net Cash Used by Financing
               Activities                   $       -     $ (27,926)
                                            ---------     ---------
INCREASE (DECREASE) IN CASH                 $(114,394)    $ 235,254

CASH AT BEGINNING OF PERIOD                   526,354       291,100
                                            ---------     ---------
CASH AT END OF PERIOD                       $ 411,960     $ 526,354
                                            =========     =========
CASH PAID FOR:

     Interest                               $   1,515     $   2,259
     Income taxes                           $       -     $       -

NON-CASH INVESTING AND FINANCING ACTIVITIES:

     Common stock issued as officer
     compensation                           $ 120,000     $       -
     Notes receivable issued in exchange
     for previous notes receivable and
     related interest                       $ 110,164     $       -

The accompanying notes are an integral part of these consolidated financial
statements.
                               F-9
<PAGE>
                     LKA INTERNATIONAL, INC.
          Notes to the Consolidated Financial Statements
                    December 31, 2004 and 2003

NOTE 1 -  ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES

     The consolidated financial statements presented are those of LKA
     International, Inc. (the Company), a Delaware corporation, its majority
     owned partnership and its wholly-owned subsidiary (LKA International,
     Inc.), a Nevada corporation.  The Company was incorporated on March 15,
     1988, under the laws of the State of Delaware.  The Company was engaged
     in natural resource projects, but ceased operations shortly thereafter
     due to high capital investments and the risk of no return.  The Company
     exited the development stage in September 2003.  (See Note 2)

     a.  Accounting Methods

     The Company's financial statements are prepared using the accrual method
     of accounting.  The Company has elected a calendar year-end.

     b.  Basic Income Per Share
                                                  For the Years Ended
                                                       December 31,
                                                  2004            2003

       Net income from operations
        (numerator)                             $ 24,780     $ 423,468

       Weighted average number of
        shares outstanding
        (denominator)                          5,673,237     6,250,993
                                               ---------     ---------
       Income per share                        $    0.00     $    0.07
                                               =========     =========

       The computation of basic income per share of common stock is based on
       the weighted average number of shares outstanding during the period.
       There are no common stock equivalents.

       c.  Exploration Costs

       Costs related to locating and evaluating mineral and ore deposits, as
       well as determining the economic mineability of such deposits are
       expensed as incurred.

       d.  Asset Retirement Obligations

       On January 1, 2003, the Company adopted SFAS No. 143, Accounting for
       Asset Retirement Obligations (SFAS 143).  SFAS 143 requires legal
       obligations associated with the retirement of long-lived assets to be
       recognized at fair value at the time the obligations are incurred.
       Upon initial recognition of a liability, the cost should also be
       capitalized as part of the carrying amount of the related long-lived
       asset.  See Note 3.
                               F-10
<PAGE>
                     LKA INTERNATIONAL, INC.
          Notes to the Consolidated Financial Statements
December 31, 2004 and 2003

NOTE 1 - ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES (Continued)

         e. Income Taxes

         Deferred taxes are provided on a liability method whereby deferred
         tax assets are recognized for deductible temporary differences and
         operating loss and tax credit carryforwards and deferred tax
         liabilities are recognized for taxable temporary differences.
         Temporary differences are the differences between the reported
         amounts  of assets and liabilities and their tax bases.  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.  Deferred tax assets
         and liabilities are adjusted for the effects of changes in tax laws
         and rates on the date of enactment.

         The provision (benefit) for income taxes for the years ended December
         31, 2004 and 2003 consist of the following:


                                          2004                            2003


       Federal:
        Current                          $ 19,014                            -
        Deferred                                -                            -

       State:
        Current                             4,393                            -
        Deferred                                -                            -

                                         $ 23,407                 $          -

       Net deferred tax assets consist of the following components as of
       December 31, 2004 and 2003:

                                          2004                           2003

       Deferred tax assets:
        Accrued Expenses                 $ 10,100                 $     8,400

       Deferred tax liabilities:
        Depreciation                       (5,000)                          -

       Valuation allowance                      -                      (8,400)

       Net deferred tax asset            $  5,100                 $         -

       The income tax provision differs from the amount of income tax
       determined by applying the U.S. federal and state income tax rates of
       24% to pretax income from continuing operations for the years ended
       December 31, 2004 and 2003 due to the following:



                                         2004                            2003

       Book income                       $ 10,340                 $   165,155
       Meals and entertainment                120                         230
       Unrealized gain                    (21,560)                    (39,210)
       Installment sale                         -                     (14,050)
       Stock for services                  28,800                           -
       Other                                  607                           -
       Net Operating Loss                       -                    (126,080)
       Accrued interest                         -                      13,955
       Valuation allowance                      -                           -

                                         $ 18,307                 $         -

       Due to the change in ownership provisions of the Tax Reform Act of
       1986, net operating loss carryforwards for Federal income tax
       reporting purposes are subject to annual limitations.  Should a
       change in ownership occur, net operating loss carryforwards may be
       limited as to use in future years.


                               F-11
<PAGE>
                     LKA INTERNATIONAL, INC.
          Notes to the Consolidated Financial Statements
                    December 31, 2004 and 2003

NOTE 1 - ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES (Continued)

       e.  Income Taxes (Continued)

       Due to the change in ownership provisions of the Tax Reform Act of
       1986, net operating loss carryforwards for Federal income tax
       reporting purposes are subject to annual limitations.  Should a
       change in ownership occur, net operating loss carryforwards may be
       limited as to use in future years.

       f.  Cash Equivalents

       The Company considers all highly liquid investments with maturities
       of three months or less when purchased to be cash equivalents.

       g.  Principles of Consolidation

       The consolidated financial statements include those of LKA
       International, Inc., a Delaware corporation, its majority owned
       partnership and its wholly-owned subsidiary (LKA International,
       Inc.), a Nevada corporation.  All significant intercompany accounts
       and transactions have been eliminated.

       h.  Use of Estimates

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

       i.  Revenue Recognition Policy

       The Leasing Agreement calls for minimum quarterly lease payments.
       Amounts paid in excess of the minimum lease payment are recorded as
       royalty revenue.  See Note 2.

       j.  Securities and Investments

       The Company applies the provisions of SFAS No. 115, Accounting for
       Certain Investments in Debt and Equity Securities (SFAS 115),
       regarding marketable securities. The Company invests in securities
       that are intended to be bought and held principally for the purpose
       of selling them in the near term, and as a result, classifies such
       investments as trading securities.  Trading securities are recorded
       at fair value on the balance sheet with changes in fair value being
       reflected as unrealized gains or losses in the current period.  In
       addition, and in accordance with the provisions of SFAS 115, the
       Company also classifies the cash flows from purchases, sales, and
       maturities of trading securities as cash flows from operating
       activities.  The Company determines the amount of realized and
       unrealized gain and losses attributable to specific investments
       utilizing the specific identification methodology.

                               F-12
<PAGE>
                     LKA INTERNATIONAL, INC.
          Notes to the Consolidated Financial Statements
                    December 31, 2004 and 2003

NOTE 1 - ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES (Continued)

       k.  New Accounting Pronouncements

       On December 16, 2004 the FASB issued SFAS No. 123(R), Share-Based
       Payment, which is an amendment to SFAS No. 123, Accounting for Stock-
       Based Compensation.  This new standard eliminates the ability to
       account for share-based compensation transactions using Accounting
       Principles Board ("APB") Opinion No. 25, Accounting for Stock Issued
       to Employees, and generally requires such transactions to be
       accounted for using a fair-value-based method and the resulting cost
       recognized in our financial statements.  This new standard is
       effective for awards that are granted, modified or settled in cash in
       interim and annual periods beginning after June 15, 2005.  In
       addition, this new standard will apply to unvested options granted
       prior to the effective date.  We will adopt this new standard
       effective for the first fiscal quarter of 2005, and do not believe
       the adoption of this Statement will have any immediate material
       impact on the Company.

       In November 2004, the FASB issued SFAS No. 151, Inventory Costs - an
       amendment of ARB No. 43, Chapter 4. This Statement amends the
       guidance in ARB No. 43, Chapter 4, "Inventory Pricing," to clarify
       the accounting for abnormal amounts of idle facility expense,
       freight, handling costs, and wasted material (spoilage). Paragraph 5
       of ARB 43, Chapter 4, previously stated that ". . . under some
       circumstances, items such as idle facility expense, excessive
       spoilage, double freight, and rehandling costs may be so abnormal as
       to require treatment as current period charges. . . ." This Statement
       requires that those items be recognized as current-period charges
       regardless of whether they meet the criterion of "so abnormal." In
       addition, this Statement requires that allocation of fixed production
       overheads to the costs of conversion be based on the normal capacity
       of the production facilities. This statement is effective for
       inventory costs incurred during fiscal years beginning after June 15,
       2005. Management does not believe the adoption of this Statement will
       have any immediate material impact on the Company.

       In December 2004, the FASB issued SFAS No. 152, Accounting for Real
       Estate Time-sharing Transactions, which amends FASB statement No. 66,
       Accounting for Sales of Real Estate, to reference the financial
       accounting and reporting guidance for real estate time-sharing
       transactions that is provided in AICPA Statement of Position (SOP)
       04-2, Accounting for Real Estate Time-Sharing Transactions. This
       statement also amends FASB Statement No. 67, Accounting for Costs and
       Initial Rental Operations of Real Estate Projects, to state that the
       guidance for (a) incidental operations and (b) costs incurred to sell
       real estate projects does not apply to real estate time-sharing
       transactions. The accounting for those operations and costs is
       subject to the guidance in SOP 04-2. This Statement is effective for
       financial statements for fiscal years beginning after June 15, 2005.
       Management believes the adoption of this Statement will have no
       impact on the financial statements of the Company.

                               F-13
<PAGE>
                     LKA INTERNATIONAL, INC.
          Notes to the Consolidated Financial Statements
                    December 31, 2004 and 2003

NOTE 1 - ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES (Continued)
       k.  Recent Accounting Pronouncements (Continued)

       In December 2004, the FASB issued SFAS No.153, Exchange of
       Nonmonetary Assets. This Statement addresses the measurement of
       exchanges of nonmonetary assets. The guidance in APB Opinion No. 29,
       Accounting for Nonmonetary Transactions, is based  on the principle
       that exchanges of nonmonetary assets should be measured based on the
       fair value of the assets exchanged. The guidance in that Opinion,
       however, included certain exceptions to that principle. This
       Statement amends Opinion 29 to eliminate the exception for
       nonmonetary exchanges of similar productive assets and replaces it
       with a general exception for exchanges of nonmonetary assets that do
       not have commercial substance. A nonmonetrary exchange has commercial
       substance if the future cash flows of the entity are expected to
       change significantly as a result of the exchange. This Statement is
       effective for financial statements for fiscal years beginning after
       June 15, 2005. Earlier application is permitted for nonmonetary asset
       exchanges incurred during fiscal years beginning after the date of
       this statement is issued.  Management believes the adoption of this
       Statement will have no impact on the financial statements of the
       Company.

       l.  Reclassification of Prior Period Balances

       Certain amounts in prior periods have been reclassified to conform
       with the report classifications of the year ended December 31, 2004,
       with no effect on previously reported net income or stockholder's
       equity.

NOTE 2 - SALE OF PROPERTY

       On July 2, 1999, the Company sold property in Colorado to AU Mining,
       Inc. for a note receivable of $1,795,853.  The note receivable bore
       interest at 8% per annum and required minimum quarterly payments of
       $50,000 with the remaining balance payable via lump sum on July 1,
       2004.  The note was secured by a Deed of Trust on the properties.
       Based on the provisions of paragraphs 11-12 and 53-54 of Financial
       Accounting Standard (FAS) 66: Accounting for Sales of Real Estate,
       the buyer's initial and continuing investment was inadequate to
       demonstrate a commitment to pay for the obligation.  As such, the
       Company's gain on the sale had been deferred.  As of September 18,
       2003, the Company had received $1,299,925 in payments on the note, of
       which $209,045 has been accounted for as a current year gain on sale
       of asset.

       On September 18, 2003, the Company and AU Mining entered into a new
       lease agreement whereby the previous option to purchase the property
       and claims was terminated, and all related debts and deeds were
       cancelled.  As a result of this transaction, the land and related
       reclamation bond were returned to the Company and were recorded at
       their original pre-sale cost basis.  The related note receivable and
       offsetting deferred income that were created upon the initial sale
       were reduced to zero.  As a result of the new lease agreement, the
       Company recorded a Loss on Lease Restructuring of $71,061, which
       represented timing differences in the methods of gain/revenue
       recognition and the elimination of accrued interest associated with
       the note receivable. The original basis of the land of $203,655, as
       well as the reclamation bonds of $63,835, were put back on the books
       of the Company.
                               F-14
<PAGE>
                     LKA INTERNATIONAL, INC.
          Notes to the Consolidated Financial Statements
                    December 31, 2004 and 2003

NOTE 2 - SALE OF PROPERTY (Continued)

       The provisions of the new lease agreement provide for the lease of
       the current workings of the Golden Wonder mine and also for the
       possible expansion of that project over the next several years.  The
       term of the new lease agreement is five years and requires a minimum
       lease payment of $50,000 per quarter.  In addition, AU Mining is also
       required to remit a 10% net smelter royalty that will be offset
       against the lease payment.  The new lease agreement specifically
       excludes the Ute Ule mine and related claims (See Note 6).

       Prior to the rescission of the sale, the Company had a 100% interest
       in the land, but only held a 54.1% interest in the note receivable.
       This apportionment is due to the Company having assigned 45.9% of the
       future proceeds and benefits from the land to Caldera Partners
       Limited Partnership (Caldera) in 1982.  The Chief Executive Officer
       of the Company also owns a controlling interest in Caldera, and as
       such, Caldera is considered to be a related party.  As a result of
       the new lease agreement, all future lease and royalty proceeds from
       the leased land will be apportioned at the same ratio between the
       Company and Caldera.

       During the Years ended December 31, 2004 and 2003, the Company
       received quarterly lease and royalty payments from AU Mining totaling
       $491,232 and $542,090, respectively.  Of these amounts, $200,000 and
       $100,000 were assigned to lease revenues for the years ended December
       31, 2004 and 2003, respectively, while the remaining $291,232 and
       $442,090 were considered royalty remittances.  Due to the assignment
       of 45.9% of these revenues to Caldera, the Company recorded lease and
       royalty revenues of $108,200 and $157,557, and $54,100 and $239,170,
       for the years ended December 31, 2004 and 2003, respectively.  The
       portion of these remittances attributable to Caldera were added to
       the Due to Related Party liability account.

       As of December 31, 2004, the Company owed Caldera $907,531.  This
       amount represents 45.9% of the cumulative payments received on the
       prior AU Mining note receivable as well as 45.9% of subsequent lease
       and royalty payments received offset by Caldera's allocation of
       operating costs incurred by Company.

       In March 2005, the Company completed the acquisition of Caldera's
       interest in the Golden Wonder Mine.  See Note 7.

NOTE 3 - ASSET RETIREMENT OBLIGATIONS

       SFAS 143 addresses financial accounting and reporting for obligations
       associated with the retirement of tangible long-lived assets and the
       associated retirement costs.  The Company's asset retirement
       obligations (AROs) consist of estimated costs related to the
       reclamation of the Golden Wonder and Ute Ule mines in correspondence
       with federal and state reclamation laws as defined by each applicable
       mine permit.  The obligation and corresponding asset are recognized
       in the p[period in which the liability is incurred.

                               F-15
<PAGE>
                     LKA INTERNATIONAL, INC.
          Notes to the Consolidated Financial Statements
                    December 31, 2004 and 2003

NOTE 3 - ASSET RETIREMENT OBLIGATIONS (Continued)

       The Company calculates its estimated AROs for final reclamation and
       mine closure based upon anticipated amounts and timing of future cash
       expenditures for a third party to perform the required work.
       Spending estimates are escalated for inflation (currently estimated
       at 1.93% per annum), then discounted at the credit-adjusted risk-free
       rate (estimated at 4.09% per annum at September 18, 2003).  The
       Company records an ARO asset associated with the liability and
       amortizes the asset over its expected life using the strait-line
       depreciation method.  The ARO liability is accreted to the projected
       spending date.  Changes in estimates could occur due to mine plan
       revisions, changes in estimated costs, and changes in the timing of
       the performance of anticipated reclamation activities.

       As discussed in Note 2, the Company reacquired its ownership
       interests in the Golden Wonder and Ute Ule mines on September 18,
       2003.  At that time, the Company made its initial SFAS 143 transition
       entries to record the estimated future reclamation costs of the
       mines.  During the fourth quarter of 2004, the Company revised its
       assessment of the anticipated productivity of the Ute Ule mine, and
       determined that the mine would not be subject to further development
       or mining activity.  As a result, the entire ARO asset associated
       with the mine was written off.  A reconciliation of the Company's
       SFAS 143 accounts and activity is presented below:

                                            Golden
                                            Wonder     Ute Ule
                                             Mine       Mine        Total


       Discounted present value of
        estimated future reclamation
        costs (Original ARO Asset)         $ 36,922    $ 20,000   $ 56,922

       Accumulated depreciation at
        December 31, 2004                    (9,587)    (20,000)   (29,587)
                                           --------    --------   --------
       Discounted present value of
        estimated future reclamation
        costs (ARO Asset, net)             $ 27,335    $      -   $ 27,335
                                           ========    ========   ========
       Discounted present value of
        estimated future reclamation
        costs (Original ARO Liability)     $(36,922)   $(20,000)  $(56,922)

       Liability accretion through
        December 31, 2004                    (1,527)          -     (1,527)
                                           --------    --------   --------
       Discounted present value of
        estimated future reclamation
        costs (Accreted ARO Liability)     $(38,449)   $(20,000)  $(58,449)
                                           ========    ========   ========

                               F-16
<PAGE>
                     LKA INTERNATIONAL, INC.
          Notes to the Consolidated Financial Statements
                    December 31, 2004 and 2003

NOTE 4 - RELATED PARTY TRANSACTIONS

       The Company owes Cognitive Associates Limited Partnership $56,828 in
       unpaid principal from a note dated December 31, 1986.  The note is
       unsecured, due upon demand, and accrues interest at 10% per annum.
       No payments have been made during the years ended December 31, 2004
       or 2003.  Accrued interest related to this note totaled $36,557 as of
       December 31, 2004.

       The Company owes Cognitive Intelligence Limited Partnership $5,975 in
       unpaid principal from a note dated October 1, 1987.  The note is
       unsecured, due upon demand, and accrues interest at 10% per annum.
       No payments have been made during the years ended December 31, 2004
       or 2003.  Accrued interest related to this note totaled $5,511 as of
       December 31, 2004.

       The Company pays a company owned by an officer and shareholder $750
       per month for office rent and expenses.  The affiliated Company,
       (Abraham & Co., Inc. an NASD member and registered investment
       advisor) also executes the Company's securities transactions and
       manages its investment portfolio.

       On May 23, 2003, the Company repurchased 1,366,836 shares of common
       stock from an investment trust administered by the Company's
       President and CEO.  The shares were purchased in exchange for $17,769
       in cash, and were immediately cancelled.

       During fiscal years 2003 and 2004, the Company advanced $64,133 to
       various parties in the form of legal payments. These advances are
       secured by company stock owned by the president of the Company, due
       upon demand and non-interest bearing.

NOTE 5 - NOTES RECEIVABLE

       In October 2003, the Company loaned $99,997 to seven individuals.
       These notes accrued interest at 8.5% per annum and were due in full
       by December 15, 2004.  On December 15, 2004, all seven notes were
       exchanged for new notes totaling $110,164.  The new notes represent
       the full value of all prior notes plus accrued interest of $10,167.
       All of the replacement notes are secured by common stock owned by the
       president of the Company, accrue interest at 8.5% per annum, and are
       due in full by December 15, 2005.

NOTE 6 - SIGNIFICANT EVENTS

       Notification of Possible Environmental Remediation

       During the fall of 2002, the Federal Bureau of Land Management (the
       "BLM") advised the Company of its desire to extend to the Ute-Ule
       Property certain environmental clean-up activities that it is
       conducting on neighboring properties that the Company does not own.

                               F-17
<PAGE>
                     LKA INTERNATIONAL, INC.
          Notes to the Consolidated Financial Statements
                    December 31, 2004 and 2003

NOTE 6 - SIGNIFICANT EVENTS (Continued)

       The BLM has commissioned and obtained an engineering evaluation and
       cost analysis ("EE/CA") report on the Ute-Ule and the neighboring
       public lands.  The EE/CA, which was released for a 30 day public
       comment period in December of 2002, has identified a large volume of
       mine tailings and metals loading of shallow ground water, with
       elevated levels of arsenic, cadmium and lead being present.  The
       total clean-up costs on all of these properties are estimated at
       approximately $7 million, with the projected clean-up cost of the
       Ute-Ule alone estimated at approximately $4,317,000.  As of November
       18, 2003, the BLM has prepared a written response to the public
       comments received concerning the EE/CA and is in the process of
       selecting an overall site clean-up plan and is determining the final
       engineering plans.  Once these tasks are completed, the BLM will then
       enter into the process of implementing those plans.

       Under the federal Comprehensive Environmental Response, Compensation
       and Liability Act ("CERCLA"), the BLM and EPA may either require a
       property owner to perform the necessary cleanup or the agencies may
       perform the work and seek recovery of costs against the owner.  The
       BLM has taken the position that the Company will be liable for the
       cleanup on the Ute-Ule property, with the timing of the cleanup, the
       ultimate cost, and the Company's share of the total cost, still to be
       determined.  The BLM has indicated its willingness to negotiate a
       settlement of the matter and the Company intends to vigorously defend
       itself.  However, the Company is in the early stages of this process
       and cannot accurately predict a range of what the ultimate liability,
       if any, will be.

NOTE 7 - SUBSEQUENT EVENTS

       In March 2005, the Company completed the acquisition of Caldera's
       45.9% interest in the Golden Wonder and Ute Ule mines.  Per the terms
       of the agreement, the Company agreed to issue Caldera 6,434,042
       shares of restricted common stock in exchange for Caldera's interest
       in the mines and the full satisfaction of all receivables due to
       Caldera from the Company. Caldera will also be relieved of any future
       obligations to contribute further exploration and development funds.
                               F-18
<PAGE>
Item 8.  Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure.
---------------------

     During the past two fiscal years, and since then, there have been no
changes in our independent accountants or any disagreements with our
independent accountants on accounting and financial disclosure.

Item 8(a).  Controls and Procedures.
------------------------------------

     As of the end of the period covered by this Annual Report, we carried
out an evaluation, under the supervision and with the participation of our
President and Secretary/Treasurer, of the effectiveness of our disclosure
controls and procedures.  Based on this evaluation, our President and
Secretary/Treasurer concluded that our disclosure controls and procedures are
effective in timely alerting them to material information required to be
included in our periodic Securities and Exchange Commission reports.  It
should be noted that the design of any system of controls 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, regardless of how remote.  In addition,
we reviewed our internal controls over financial reporting, and there have
been no changes in our internal controls or in other factors in the last
fiscal quarter that has materially affected or is reasonably likely to
materially affect our internal control over financial reporting.

Item 8(b).  Other Information.
------------------------------

     Subsequent to the date of this Report, the Company completed the
acquisition of Caldera's 45.9% interest in the Golden Wonder and Ute Ule
mines.  Per the terms of the agreement, the Company agreed to issue Caldera
6,434,042 shares of restricted common stock in exchange for Caldera's interest
in the mines and the full satisfaction of all receivables due to Caldera from
the Company. Caldera was also relieved of any future obligations to contribute
further exploration and development funds.  For more information see our 8-K
Current Report dated March 3, 2005, filed with the Securities and Exchange
Commission on March 4, 2005.  See the Exhibit Index, Part III, Item 13 of this
Report.

                                 PART III

Item 9.  Directors, Executive Officers, Promoters and Control Persons;
Compliance with Section 16(a) of the Exchange Act.
--------------------------------------------------

Identification of Directors and Executive Officers.
---------------------------------------------------

     The following table sets forth the names of all of our current directors
and executive officers. These persons will serve until the next annual meeting
of the stockholders or until their successors are elected or appointed and
qualified, or their prior resignation or termination.

                                   Date of         Date of
                     Positions     Election or     Termination
Name                 Held          Designation     or Resignation
----                  ----         -----------     ---------------
Kye A. Abraham        President      3/88           *
                      Chairman of
                      the Board      3/88           *
                      Director       3/88           *

Nanette Abraham       Secretary      1990           *
                      Director       1990           *
                      Treasurer     12/02           *


     *  These persons presently serve in the capacities indicated.

Business Experience.
--------------------

     Kye Abraham, President, Chairman of the Board and Director.  Mr. Abraham
is 46 years old.  He has been the President of LKA since 1988.  Mr. Abraham is
also the President, Chairman of the Board, sole shareholder and a director of
Abraham & Co., Inc., a registered NASD broker/dealer.  Mr. Abraham is also the
Managing Partner of Caldera.

     Nanette Abraham, Secretary/Treasurer and Director.  Ms. Abraham, age 47,
has been employed by Frank Russell and Company, a worldwide financial
consulting company, since 1991.  She currently serves as a Research Associate.
From 1998 to 2002, Ms. Abraham was a Technical Assistant and was an
Administrative Assistant since 1991.  She has been the Secretary and Director
of LKA for over 10 years, and was appointed to the office of Treasurer in
December, 2002.

Significant Employees.
----------------------

     LKA has no employees who are not executive officers, but who are expected
to make a significant contribution to its business.

Family Relationships.
---------------------

     Our President, Kye Abraham, is the husband of Nanette Abraham, who is our
Secretary/Treasurer.

Involvement in Certain Legal Proceedings.
-----------------------------------------

     Except as stated below, during the past five years, no director, person
nominated to become a director, executive officer, promoter or control person
of LKA:

     (1) was a general partner or executive officer of any business against
which any bankruptcy petition was filed, either at the time of the bankruptcy
or two years prior to that time;

     (2) was convicted in a criminal proceeding or named subject to a pending
criminal proceeding (excluding traffic violations and other minor offenses);

     (3) was subject to any order, judgment or decree, not subsequently
reversed, suspended or vacated, of any court of competent jurisdiction,
permanently or temporarily enjoining, barring, suspending or otherwise
limiting his involvement in any type of business, securities or banking
activities; or

     (4) was found by a court of competent jurisdiction (in a civil action),
the Commission or the Commodity Futures Trading Commission to have violated a
federal or state securities or commodities law, and the judgment has not been
reversed, suspended or vacated.

Section 16(a) Beneficial Ownership Reporting Compliance.
--------------------------------------------------------

     Except as indicated below, based solely upon a review of Forms 3 and 4
and amendments thereto furnished to LKA during our most recent fiscal year,
and Forms 5 and amendments thereto furnished to us with respect to our most
recent fiscal year, we believe all forms required to be filed under Section 16
of the Exchange Act have been timely filed.

     On January 12, 2004, Kye A. Abraham and Nanette Abraham jointly filed a
Form 4 with respect to a sale of our common stock by CDM Trust, of which Mr.
Abraham is the trustee, which sale took place on May 23, 2003.

     We believe that each of these persons is currently in compliance with
Section 16(a) of the Exchange Act.

Audit Committee.
----------------

     We have not adopted an audit committee separate from our Board of
Directors because the Board of Directors consists of only Mr. and Mrs.
Abraham.

Code of Conduct.
----------------
     We have adopted a Code of Conduct for our President and
Secretary/Treasurer.  A copy of the Code of Conduct was attached as Exhibit 14
to our Annual Report on Form 10-KSB for the calendar year ended December 31,
2003.  See Part III, Item 13 of this Report.

Item 10. Executive Compensation.
         -----------------------

     The following table sets forth the aggregate compensation paid by LKA for
services rendered during the periods indicated:

                   SUMMARY COMPENSATION TABLE
                                       Long Term Compensation
                 Annual Compensation     Awards          Payouts

(a)         (b)      (c)     (d)     (e)       (f)    (g)       (h)    (i)
                                                      Secur-
                                     Other            ities            All
Name and   Year or                   Annual   Rest-   Under-    LTIP   Other
Principal  Period   Salary  Bonus    Compen-  ricted  lying     Pay-   Comp-
Position   Ended     ($)    ($)      sat'n    Stock   Options   outs   ensat'n
------------------------------------------------------------------------------
Kye
Abraham,   12/31/02  48,000  0       0          0     0         0       0
Pres.      12/31/03  68,000  25,000  0          0     0         0       0
Director   12/31/04  64,920 (1)      0         (1)    0         0       0

Nanette    12/31/02    0     0       0          0     0         0       0
Abraham,   12/31/03    0     0       0          0     0         0       0
Sec./Treas.12/31/04    0     0       0          0     0         0       0
Director

     (1) On August 11, 2004, our Board of Directors resolved to issue to Mr.
         Abraham 1,000,000 "unregistered" and "restricted" shares of our
         common stock, valued at $120,000, as a bonus.

     Beginning in October, 2003, Kye Abraham began receiving a salary of
$10,000 per month for his services to LKA.  Prior to that, his salary was
$9,000 per month.  We do not have any employment agreements with Mr. Abraham
or with any other party.

                    Options/SAR Grants in Last Fiscal Year
                    --------------------------------------

                               Individual Grants
                               -----------------

  (a)                (b)           (c)            (d)              (e)
                  Number of      % of Total
                  Securities     Options/SARs
                  Underlying     Granted to
                  Options/SARs   Employees in   Exercise or Base  Expiration
Name              Granted (#)    Fiscal Year    Price ($/Sh)      Date
----              -----------    -----------    ------------      ----
None              -0-            -0-            -0-               -0-



     As of the date of this Report, LKA has not granted any options.  However,
the Company anticipates that it will grant Mr. Abraham options to purchase
1,000,000 shares of its common stock for a price of $0.25 per share,
exercisable for three years.  However, these shares have not yet been
authorized to be issued, and they are not included in any calculations in this
Report.

Compensation of Directors.
--------------------------

     There are no standard arrangements pursuant to which LKA's directors are
compensated for any services provided as a director.  No additional amounts
are payable to our directors for committee participation or special
assignments.

Employment Contracts and Termination of Employment and
Change-in-Control Arrangements.
-------------------------------

     There are no employment contracts, compensatory plans or arrangements,
including payments to be received from LKA, with respect to any director or
executive officer of LKA that would in any way result in payments to any such
person because of his or her resignation, retirement or other termination of
employment with LKA or any subsidiary, any change in control of LKA, or a
change in the person's responsibilities following a change in control of LKA.

Item 11. Security Ownership of Certain Beneficial Owners and Management and
Related Stockholder Matters.
----------------------------

Security Ownership of Certain Beneficial Owners.
------------------------------------------------

     The following table sets forth the shareholdings of those persons who
beneficially own more than five percent of our common stock as of the date of
this Report:

                            Number of Shares           Percentage
Name and Address           Beneficially Owned           of Class
----------------           ------------------           --------

Kye A. Abraham               7,908,728 (1)                60.9%
3724 47th Street Ct. NW
Gig Harbor, WA 98335

(1) Consists of 757,136 shares that are held in the name of Kye A. Abraham;
    567,550 shares held in the names of Kye A. Abraham and Nanette Abraham;
    and 6,434,042 shares that Mr. Abraham owns indirectly through Caldera
    Partners Limited.

Security Ownership of Management.
---------------------------------

     The following table sets forth the shareholdings of our directors and
executive officers as of the date of this Report:

                           Number of             Percentage of
Name and Address     Shares Beneficially Owned     of Class
----------------     -------------------------     --------

Kye A. Abraham              7,908,728 (1)            62.0%
3724 47th Street Ct. NW
Gig Harbor, WA 98335
Nanette Abraham                (2)                  (2)
3724 47th Street Ct. NW
Gig Harbor, WA 98335

All Directors and
Executive Officers
as a group                  7,908,728                62.0%
(2 persons)


(1) Consists of 1,474,686 shares that are held directly by Mr. and Ms. Abraham
    and 6,434,042 shares that Mr. Abraham owns indirectly through Caldera
    Partners Limited.

(2) As the spouse of Kye A. Abraham, Nanette Abraham may be deemed to
    beneficially own all 7,908,728 shares that Mr. Abraham beneficially owns.

Changes in Control.
-------------------

     To the knowledge of management, there are no present arrangements or
pledges of LKA's securities which may result in a change in its control.

Item 12. Certain Relationships and Related Transactions.
         -----------------------------------------------

Transactions with Management and Others.
----------------------------------------

     Except as indicated below, during the calendar years ended December 31,
2004 and 2003, and since then, there were no material transactions, series of
similar transactions, currently proposed transactions, or series of similar
transactions, to which LKA or any of its subsidiaries was or is to be a party,
in which the amount involved exceeded $60,000 and in which any director or
executive officer, or any security holder who is known to LKA to own of record
or beneficially more than five percent of its common stock, or any member of
the immediate family of any of the foregoing persons, had a material
interest.
     As of December 31, 2004, LKA owed Cognitive Associates Limited
Partnership $56,828 in unpaid principal on a promissory note dated December
31, 1986.  The note is unsecured and due on demand and accrues interest at 10%
per year.  We did not make any payments on this note during the calendar year
ended December 31, 2004.  As of December 31, 2004, there was $36,557
in accrued interest on the note.  Cognitive Associates is controlled by Mr.
Abraham.

     As of December 31, 2004, we owed Cognitive Intelligence Limited
Partnership $5,975 in unpaid principal from a note dated October 1, 1987.  The
note is unsecured, due upon demand, and accrues interest at 10% per year.  We
did not make any payments on this note during the calendar year ended
December 31, 2004.  As of December 31, 2004, there was $5,511 in accrued
interest on the note.  Cognitive Intelligence is controlled by Mr. Abraham.

     Beginning December 31, 2004, we pay Abraham and Company a monthly rent of
$1,000 for use of our office, telephone and office equipment.  Abraham and
Company is solely controlled by Mr. Abraham.

     During the calendar year ended December 31, 2004, LKA advanced $64,133
various parties in the form of legal payments.  These advances are secured by
company stock owned by Mr. Abraham, and are due upon demand and non-interest
bearing.

     On May 23, 2003, we repurchased 1,366,836 shares of common stock from CDM
Trust, of which Mr. Abraham is trustee.  These shares were purchased in
exchange for $17,769 in cash, and were immediately canceled.

Certain Business Relationships.
-------------------------------

     Except as indicated under the heading "Transactions with Management and
Others," during the calendar years ended December 31, 2004 and 2003, and since
then, there were no material transactions, series of similar transactions,
currently proposed transactions, or series of similar transactions, to which
LKA or any of its subsidiaries was or is to be a party, in which the amount
involved exceeded $60,000 and in which any director or executive officer, or
any security holder who is known to LKA to own of record or beneficially
more than five percent of its common stock, or any member of the
immediate family of any of the foregoing persons, had a material interest.

Indebtedness of Management.
---------------------------

     Except as indicated under the heading "Transactions with Management and
Others," during the calendar years ended December 31, 2004 and 2003, there
were no material transactions, series of similar transactions, currently
proposed transactions, or series of similar transactions, to which LKA or any
of its subsidiaries was or is to be a party, in which the amount involved
exceeded $60,000 and in which any director or executive officer, or any
security holder who is known to LKA to own of record or beneficially
more than five percent of its common stock, or any member of the
immediate family of any of the foregoing persons, had a material interest.

Parents of the Issuer.
----------------------

     LKA has no parents, except to the extent that Mr. Abraham may be deemed
to be its parent by virtue of his beneficial ownership of approximately 62% of
its issued and outstanding shares.

Transactions with Promoters.
----------------------------

     Except as indicated under the heading "Transactions with Management and
Others," during the calendar years ended December 31, 2004 and 2003, there
were no material transactions, series of similar transactions, currently
proposed transactions, or series of similar transactions, to which LKA or any
of its subsidiaries was or is to be a party, in which the amount involved
exceeded $60,000 and in which any promoter or founder, or any member of the
immediate family of any of the foregoing persons, had a material interest.

Item 13. Exhibits and Reports on Form 8-K.
         ---------------------------------

Reports on Form 8-K
-------------------


     Current Report on Form 8-K, dated October 7, 2004 and filed with the
Securities and Exchange Commission on October 8, 2004, regarding a Press
Release.

     Current Report on Form 8-K, dated March 3, 2005 and filed with the
Securities and Exchange Commission on March 4, 2005, regarding the acquisition
of Caldera's 45.9% interest in the Golden Wonder and Ute Ule mines.

Exhibits
--------

Exhibit
Number               Description
------               -----------

31.1           302 Certification of Kye Abraham

31.2           302 Certification of Nannette Abraham

32             906 Certification

DOCUMENTS INCORPORATED BY REFERENCE

     Annual Report on Form 10-KSB for the calendar year ended December 31,
2003, filed with the Securities and Exchange Commission on March 29, 2004.

     Quarterly Report on Form 10-QSB for the quarterly period ended September
31, 2003, filed with the Securities and Exchange Commission on November 19,
2003.

Item 14.  Principal Accountant Fees and Services.
          ---------------------------------------

     The following is a summary of the fees billed to LKA by its principal
accountants during the calendar years ended December 31, 2004, and December
31, 2003:


     Fee category                      2004           2003
     ------------                      ----           ----

     Audit fees                        $10,112        $18,828

     Audit-related fees                $   -0-        $   -0-

     Tax fees                          $ 6,014        $ 2,455

     All other fees                    $   -0-        $   -0-

     Total fees                        $16,126        $21,283

     Audit fees.  Consists of fees for professional services rendered by our
principal accountants for the audit of our annual financial statements and the
review of financial statements included in our Forms 10-QSB or services that
are normally provided by our principal accountants in connection with
statutory and regulatory filings or engagements.

     Audit-related fees.  Consists of fees for assurance and related services
by our principal accountants that are reasonably related to the performance of
the audit or review of LKA's financial statements and are not reported
under "Audit fees."

     Tax fees.  Consists of fees for professional services rendered by our
principal accountants for tax compliance, tax advice and tax planning.
     All other fees.  Consists of fees for products and services provided by
our principal accountants, other than the services reported under "Audit
fees," "Audit-related fees" and "Tax fees" above.

                              SIGNATURES
     In accordance with Section 13 or 15(d) of the Exchange Act, the
registrant has caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.


                                       LKA INTERNATIONAL, INC.


Date: 4-15-05                         By /s/ Kye A. Abraham
      -------                            -------------------
                                         Kye A. Abraham
                                         President, Chairman of the Board and
                                         Director


     In accordance with the Exchange Act, this report has been signed below by
the following persons on behalf of the registrant and in the capacities and on
the dates indicated:

Date: 4-15-05                            /s/ Kye A. Abraham
      -------                            ------------------
                                         Kye A. Abraham
                                         President, Chairman of the Board and
                                         Director


Date: 4-15-05                            /s/ Nanette Abraham
      -------                            --------------------
                                         Nanette Abraham
                                         Secretary/Treasurer and Director