UNITED
STATES


SECURITIES AND
EXCHANGE COMMISSION


Washington, D.C.
20549





FORM
10-K/ A


(Amendment
No. 1)





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





For the
fiscal year ended: December 31, 2008





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





Commission
file number: 333-126748





AULTRA GOLD
INC.


(Exact
name of registrant as specified in its charter)




Nevada
            333-126748
            98-0448154(State or Other
      Jurisdiction
            (Commission
      File
            (I.R.S.
      Employerof
      Incorporation)
            Number)
            Identification
      Number)





120 North 5thStreet


JACKSONVILLE OR
97530


(Address
of principal executive offices)





(Registrant's
telephone number, including area code) (541)
899-8036





Securities
registered under Section 12(b) of the Exchange Act: None


Securities
registered under Section 12(g) of the Exchange Act: None





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 Registrant was required to file such reports), and (2) has been subject
to such filing requirements for the past 90 days.   Yes [X] No [ 
]





Check if
there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosures will be contained, to
the best of issuer's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [  ]





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





Issuer’s
revenues for its most recent fiscal year: Nil.





The
aggregate market value of the common stock, $.001 par value, held by
non-affiliates of the issuer, based upon the closing price of Common Stock on
March 30, 2009, as reported on the Over the Counter Bulletin Board under the
symbol “AGDI.OB,” was approximately $190,083 (96,146,668 shares less the
55,200,000 owned by the officers & directors x $0.0022 per
share).





The number of shares outstanding of
each class of our common equity as of March 30, 2009 is as
follows:




Class of Common Equity
            
            Number of
      SharesCommon
      Stock, par value $0.001
            
            96,146,668





Transitional
Small Business Disclosure Format (check one): Yes [  ] No [X]




















Table
      Of ContentsItem
            Description
            PagePart
      I1.
            Description
      of Business
            22.
            Description
      of Property
            193.
            Legal
      Proceedings
            194.
            Submissions
      of Matters to a Vote of Security Holders
            19Part
      II5.
            Market
      for Common Equity and Related Stockholder Matters
            206.
            Management’s
      Discussion and Analysis or Plan of Operations
            227.
            Financial
      Statements
            278.
            Changes
      in and Disagreements with Accountants on Accounting and Financial
      Disclosure
            278A.
            Controls
      and Procedures
            288A(T).
            Controls
      and Procedures.
            28Part
      III9.
            Directors,
      Executive Officers, Promoters, Control Persons and Corporate Governance;
      Compliance With Section 16(a) of the Exchange Act
            3110.
            Executive
      Compensation
            3311.
            Security
      Ownership of Certain Beneficial Owners and Management and Related
      Stockholder Matters
            3512.
            Certain
      Relationships and Related Transactions, and Director
      Independence
            3613.
            Exhibits
            3614.
            Principal
      Accountant Fees and Services
            37Signatures
            38Financial
      Statements and Exhibits
            F-1










1


PART
I





ITEM
      1.
            DESCRIPTION
      OF BUSINESS





Forward-Looking
Statements





The
following discussion should be read in conjunction with our audited Financial
Statements and Notes thereto included herein beginning on page F-1.





Certain
statements in this Report constitute “forward-looking statements” within the
meaning of Section 27A of the Securities Act of 1933, Section 21E of the
Securities Exchange Act of 1934 and the Private Securities Litigation Reform Act
of 1995. We intend that such forward-looking statements be subject to the safe
harbors created thereby.





All such
forward-looking information involves risks and uncertainties and may be affected
by many factors, some of which are beyond our control. These factors
include:





·
            Develop
      the reputation of AGI as a successful mining property acquisition and
      exploration company;·
            Successfully
      identify and exploit mining opportunities;·
            Develop
      viable strategic alliances; and·
            Maintain
      sufficient volume of successful new mining
  opportunities.·
            Regulatory,
      competitive or other economic
influences.





Forward-looking
statements involve known and unknown risks, uncertainties and other factors
which may cause our actual results, performance or achievements to be materially
different from any future results, performance or achievements expressed or
implied by such forward-looking statements. Factors that may cause actual
results, our performance or achievements, or industry results, to differ
materially from those contemplated by such forward-looking statements include
without limitation:





·
            Our ability to obtain additional
      funding as the exploration for commercially exploitable mineral deposits
      or reserves, as well as general, legal, accounting and administrative
      expenses associated with our reporting requirements with the SEC, is
      expected to require from us total expenditures over the next two years in
      an approximate amount of
$21,850,000.


·
            Our
      ability to obtain additional funding as we presently do not have
      sufficient funds to pursue our stated plan ofoperation
      for the next twelve-month period.


·
            Our ability to be successful in
      our acquisition and exploration of gold and mineral properties
      activities.


·
            Our ability to attract and retain
      management.


·
            The intensity of competition for
      commercially exploitable mineral deposits or reserves;
      and


·
            existing and potential
      performance issues with suppliers and
  customers;


·
            governmental export and import
      policies;


·
            global trade
      policies;


·
            worldwide political stability and
      economic growth;


·
            potential entry of new,
      well-capitalized competitors into our
  markets;


·
            changes in our capital structure
      and cost of capital; and


·
            General economic
      conditions.





The words
“believe”, “expect”, “anticipate”, “intend”, “project”, “estimate” and “plan” or
the negative or other variations, or by discussions of strategy that involve
risks and uncertainties, identify forward-looking statements. We urge you to be
cautious of the forward-looking statements, that such statements, which are
contained in this Annual Report, reflect our current beliefs with respect to
future events and involve known and unknown risks, uncertainties and other
factors affecting our operations, market growth, services, products and
licenses. No assurances can be given regarding the achievement of future
results, as actual results may differ materially as a result of the risks we
face, and actual events may differ from the assumptions underlying the
statements that have been made regarding anticipated events.





References
in this Annual Report on Form 10-KSB (the “Annual Report”) to “we”, “us,” “our,”
“the Company,” “Aultra Gold” and “AGI” mean Aultra Gold Inc. and our
subsidiaries, unless the context otherwise requires.




2




Item
1. Description of Business





Description
of Aultra Gold, Inc (fka New World Entertainment Corp.) Business





Organizational
History





Aultra
Gold Inc. (formerly known as New World Entertainment Corp. and Morningstar
Industrial Holdings Corp.) was incorporated under the laws of the State of
Nevada on January 26, 2005 as Katie Gold Corp. and it was primarily engaged in
the acquisition and exploration of mining properties until April
2006.





On March
10, 2006, our shareholders unanimously adopted a resolution to conduct a forward
split of our common stock on a 20 share for 1 share basis, payable as a
dividend.  The record date for the dividend was Friday, March 17, 2006, and
the pay date was Monday, March 20, 2006.  As a result of the dividend, the
amount of our issued and outstanding common stock increased from 3,570,000
shares to 71,400,000 shares.





On March
21, 2006, a Certificate of Amendment was filed with the Secretary of State in
Nevada to change our name from Katie Gold Corp. to Morningstar Industrial
Holdings Corp. At this time, we were still engaged in the acquisition and
exploration of mining properties.





On April
26, 2006, we filed Articles of Merger with the Secretary of State in Nevada to
merge with New World Entertainment Corp., a private company incorporated in
Nevada. As a result of the merger, we changed its name from Morningstar
Industrial Holdings Corp. to New World Entertainment Corp and underwent a change
in management.





On May
26, 2006, we entered into a Loan Agreement under which 10,833,333 additional
shares of our common stock were to be issued (as further described below). For
reasons discussed below we subsequently decided to terminate such arrangement
without further obligations whatsoever, and the resolution to issue the
10,833,333 shares of common stock was revoked without such shares issuance
taking place.





In
addition, for reasons discussed below on January 22, 2007, we entered into a
Share Exchange Agreement to issue 24,496,668 shares of our common stock and we
expect a total of 95,896,668 shares of commons tock will be issued subsequent to
this issuance (which is reduced from the amount of 106,730,001 shares previously
reported under an 8K Report filed February 28, 2007 by cancellation of
10,833,333 common shares associated with the termination of the May 26, 2006
Loan Agreement as discussed below).





On
January 18, 2007, we filed a Certificate of Amendment to increase the number of
shares of Common Stock which we are authorized to issue from 75,000,000 shares
of Common Stock to 150,000,000 shares.





On March
22, 2007, we filed a Certificate of Correction to correctly provide that the
number of shares of Common Stock which we are actually authorized to issue is
500,000,000 shares and not 75,000,000 shares. The increase to 500,000,000 was
approved by our shareholders holding majority of our issued and outstanding
shares of common stock as of April 26, 2006, and our filing of a Certificate of
Amendment on January 18, 2007, erroneously referenced that we were only
authorized to issue up to 150,000,000 shares of our common stock.





As
discussed further above and below, on April 26, 2006, we filed Articles of
Merger with the Secretary of State in Nevada to merge with New World
Entertainment Corp., a private company incorporated in Nevada. At the time of
the merger with New World Entertainment Corp., we intended to pursue acquisition
and licensing of online gaming technologies; however, pursuant to the terms of
the Release Agreement as more fully described forth below, we have since
abandoned the strategy of acquiring and licensing of online gaming
technologies.





On
October 22, 2007 one of our shareholders, Aultra Gold Capital, agreed to cancel
30,000,000 shares which reduced the number of outstanding shares to 65,293,334
as of that date. However in April 2008 the Company agreed to re-issue those
shares to Rauno Perttu.





Our
fiscal year end is December 31.







3





Description
Of Events Leading Up To, And Including, The Share Exchange Agreement Dated
January 22, 2007 - Via Which We Acquired Aultra Gold Inc. (Canada)





Organizational
History





Aultra
Gold Inc. (Canada) (hereinafter referred to as “AGI”) was incorporated on
January 20, 2006 as Dutch Mining (Canada) Ltd. under the laws of Canada,
pursuant to the Business Corporations Act of British Columbia. It completed a
formal name change to Aultra Gold Inc. on December 8, 2006. On January 22, 2007
(the “Closing Date”), we entered into a definitive Share Exchange Agreement (the
"Agreement") with Strategic Minerals Inc., a Nevada corporation, AGI and certain
other shareholders of AGI. Pursuant to the Agreement we agreed to acquire up to
100% of the outstanding equity of AGI from the stockholders of AGI (the “AGI
Shareholders”) in exchange for the issuance by us to the AGI Shareholders of one
share of our common stock, $0.001 par value (the “Common Stock”), for each
issued common share of AGI (the “Acquisition”).





General
Overview of Business





AGI is
engaged in the business of acquiring and exploring gold and mineral properties
with proven and probable reserves principally located in Nevada and Montana,
USA, with the objective of identifying gold and mineralized deposits
economically worthy of continued production and/or subsequent development,
mining or sale.





On May
31, 2006, AGI acquired the Basin Gulch property in Granite County, Montana, from
Strategic Minerals, Inc. a Nevada corporation (“Strategic”) whereby Strategic
granted AGI the exclusive right to explore, evaluate, develop, and mine the
Basin Gulch Property. In consideration of the acquisition of the Basin Gulch
Property, AGI issued to Strategic 20,000,000 of its common shares. Strategic is
a related party to AGI.





Recent
Developments





Change
in Authorized Share Capital





On
January 18, 2007, we filed a Certificate of Amendment to increase the number of
shares of Common Stock which we are authorized to issue from 75,000,000 shares
of Common Stock to 150,000,000 shares.





On March
22, 2007, we filed a Certificate of Correction to correctly provide that the
number of shares of Common Stock which we are actually authorized to issue is
500,000,000 shares of Common Stock and not 75,000,000 shares. The increase to
500,000,000 was approved by our shareholders holding majority of our issued and
outstanding shares of common stock as of April 26, 2006, and our filing of a
Certificate of Amendment on January 18, 2007, erroneously referenced that we
were only authorized to issue up to 150,000,000 shares of our common
stock.





On
October 22, 2007 one of our shareholders, Aultra Gold Capital, agreed to cancel
30,000,000 shares which reduced the number of outstanding shares to 65,293,334
as of that date. In April 2008 it was agreed that those shares would be
re-issued to Mr. Rauno Perttu.





Other
Information





On April
6, 2006 Robert Biagioni resigned as our President, Chief Executive Officer and
as a member of our board of directors. In addition, on that date Victoria Arnott
also resigned as a member of our board of directors.





On April
6, 2006 Michelle Dobson was appointed as our President, Chief Executive Officer
and sole director to fill the corresponding vacancies.





Effective
January 22, 2007, Ms. Dobson resigned from her positions as our Chief Executive
Officer, President, Chief Financial Officer and sole director. Effective as of
equal date, Mr. Rauno Perttu was appointed as our President, Secretary and
Director to fill the corresponding vacancies created. In addition, effective as
of the same date, Messrs. Edward Lawson, Richard Crofts and Jeremy Caddy were
also appointed as our directors, and Ms. Baljinder Bhullar was appointed as our
Chief Financial Officer to fill the corresponding vacancy created.







4




On
January 23, 2007 we also completed a private placement for 200,000 units (the
“Units”) at a price of $1.50 per Unit for aggregate gross proceeds of $300,000.
Each Unit consists of one share of our Common Stock and one warrant (the
“Warrant”) entitling the purchaser to purchase one share of the our Common Stock
at an exercise price of $2.50 per share for a period of one year commencing from
the Closing Date.





On March
22, 2007 Jeremy Caddy resigned as our director and Ms. Baljinder Bhullar was
appointed as a member of our board of directors to fill the corresponding
vacancy created.





On
October, 12, 2007 Mr. Edward Lawson resigned as a director of the
Company.





On
October 12, 2007 Mr. John Yee was appointed as a Director, replacing Mr. Lawson
who had resigned on October 12, 2007and Secretary, replacing Mr. Perttu who
resigned as Secretary on the same date.





On
November 6, 2007 Ms. Balhjinder Bhullar resigned as Chief Financial Officer and
a director.  Mr. Rauno Perttu was appointed Interim Chief Financial
Officer until the Company could find a replacement.





Share
Exchange Agreement





On
January 22, 2007 (the “Closing Date”) we entered into a definitive Share
Exchange Agreement (the "Agreement") with Strategic Minerals Inc., a Nevada
corporation, AGI and certain other shareholders of AGI. Pursuant to the
Agreement, which is subject to certain regulatory approval, we agreed to acquire
100% of the outstanding equity of AGI from the AGI Shareholders, and AGI
Shareholders agreed to assign and transfer to us 98.2% of the outstanding equity
of AGI, in exchange for the issuance by us to the AGI Shareholders of one share
of our Common Stock for each issued common share of AGI (the “Acquisition”). As
of the date of this Annual Report, we are continuing to negotiate with the
remaining AGI Shareholders to acquire the remaining portion of the outstanding
equity of AGI not acquired upon the execution of the Agreement. Therefore,
subject to certain regulatory approval, we would be required to issue up to
24,496,668 shares of our Common Stock to the AGI Shareholders (the
“Consideration Shares”) and there will be approximately 95,896,668 shares of our
common stock issued and outstanding subsequent to the issuance of the
Consideration Shares (which is reduced from the amount of 106,730,001 shares
previously reported under in our Current Report on Form 8-K filed on February
28, 2007 due to cancellation of 10,833,333 shares associated with the
termination of the May 26, 2006 Loan Agreement as discussed below). AGI’s main
business is acquiring and exploring gold and mineral properties with proven and
probable reserves principally located in Nevada and Montana, USA, with the
objective of identifying gold and mineralized deposits economically worthy of
continued production and/or subsequent development, mining or sale.





Contemporaneously
with the Acquisition, we entered into a Registration Rights Agreement with the
AGI Shareholders pursuant to which we agreed to use our best efforts to prepare
and file a registration statement with the SEC on Form SB-2 (the “Registration
Statement”) registering for offer and sale 17,160,000 of the Consideration
Shares (the “Registerable Securities”) within 120 days of the Closing Date, and
to use our best efforts to cause the Registration Statement to become effective
under the Securities Act of 1933, as amended (the “Securities Act”) no later
than the earlier of (i) 240 days after the Closing Date and (ii) the sixth (6th)
business day following the date on which we are notified by the SEC that such
Registration Statement will not be reviewed or is no longer subject to further
review and comments (subject to a 20 day extension if fully reviewed) (the
"Effective Date"). The Registration Statement may also at our discretion and
with the consent of the required investors include our securities other than the
Registerable Securities.





In
addition, on January 23, 2007, we entered into a Subscription Agreement with 555
Holdings LLC, a Nevada limited liability company (“555 LLC”), whereby we sold
200,000 units (each a “Unit”, and collectively the “Units”) to 555 LLC at a
price of $1.50 per Unit, for gross proceeds of $300,000. Each Unit consists of
one share of Common Stock and one non-transferable Common Stock purchase warrant
(the “Warrant”). Each Warrant will entitle 555 LLC to purchase one share of our
Common Stock for a period of one year commencing from the Closing Date at an
exercise price of $2.50 per share.





The
aforementioned transactions resulted in a change in control of our company. As a
result of the Agreement, (i) AGI became our wholly-owned subsidiary, (ii) we
succeeded to the business of AGI, and (iii) we underwent a change of our
management (as further provided below) and business direction, and will from the
Closing Date be solely involved in AGI’s business of acquiring and exploring
gold and mineral properties with proven and probable reserves principally
located in Nevada and Montana, USA, with the objective
of identifying gold and mineralized deposits economically worthy of continued
production and/or subsequent development, mining or sale. Furthermore, in
connection with the foregoing on January 18, 2007, we amended our articles of
incorporation to change our name from New World Entertainment Corp. to Aultra
Gold Inc (the “Amendment”). The Nevada Secretary of State declared the Amendment
effective as of January 18, 2007. In addition, as a result, our trading symbol
has changed from NWWE.OB to AGDI.OB.




5





We
claimed an exemption from the registration requirements of the Securities Act
for the private placement of the aforementioned securities pursuant to Section
4(2) of the Securities Act and/or Regulation D promulgated thereunder since,
among other things, the transaction did not involve a public offering, the
investors are accredited investors and/or qualified institutional buyers, the
investors had access to information about our company and their investment, the
investors took the securities for investment and not resale, and we took
appropriate measures to restrict the transfer of the securities.





Termination of a Material Definitive
Agreement.





On April
26, 2006, we filed Articles of Merger with the Secretary of State in Nevada to
merge with New World Entertainment Corp., a private company incorporated in
Nevada. As a result of the merger, we changed its name from Morningstar
Industrial Holdings Corp. to New World Entertainment Corp and underwent a change
in management. At the time of the merger with New World Entertainment Corp., we
intended to pursue acquisition and licensing of online gaming technologies;
however, pursuant to the terms of the Release Agreement as more fully set forth
above, we have since abandoned the strategy of acquiring and licensing of online
gaming technologies.





We have
resolved to focus our business on continuing to engage in the acquisition, and
exploration of mineral properties with a view to exploiting any mineral deposits
it discovers that demonstrate economic feasibility. In furtherance of this
focus, the following transactions have been terminated:





Termination
of May 2006 Loan Agreement





On May 3,
2006, we entered into a $3,250,000 secured Loan Agreement (the "Loan Agreement")
with 555 LLC and Global Developments Inc., a Delaware company (“Global”,
collectively referred to as the "Lenders"), pursuant to which Loan Agreement we
issued $3,250,000 in aggregate principal amount of promissory notes
(collectively the "Notes") to the Lenders. In lieu of the interest on the Notes,
we agreed to simultaneously with the issuance of the Notes to issue three and
one third restricted shares of our Common Stock for every dollar loaned by the
Lenders, amounting to 10,833,333 shares of Common Stock (the "Shares"). We
claimed an exemption from registration requirements of the Securities Act
pursuant to Section 4(2) of the Securities Act and/or Regulation D promulgated
thereunder based upon the representations of the Lenders that they are each an
"accredited investor" (as defined under Rule 501 of Regulation D) and that they
were purchasing such securities without a present view toward a distribution of
the securities.





The
proceeds of the Loan Agreement were used in connection with a further loan
arrangement with Liverpoole, Inc., a privately-owned corporation organized under
the laws of Antigua (“Liverpoole”), whereby the amount of $3,250,000 (the “Loan
Amount”) would have been repaid to us by Liverpoole. On May 7, 2007 with
quarterly installments due to us from Liverpoole in the amount $500,000 each,
and the first quarterly payment due on August 3, 2006, Liverpoole defaulted
under all of its repayment obligations to us, and further failed to complete its
obligations under a certain share exchange agreement as set forth
below.





Termination
of the Share Exchange Agreement with Liverpoole Inc. and World Mobile Network
Corp.





On May
12, 2006, in connection with the Loan Agreement, we entered into a share
exchange agreement with Liverpoole (the “Liverpoole Share Exchange Agreement”)
for the acquisition of all of the issued and outstanding shares of Liverpoole in
exchange for 25,000,000 shares of our Common Stock. In connection therewith, in
order to secure the right to enter into such agreement with Liverpoole, we
entered into an agreement with World Mobile Network Corp., a publicly-held
corporation (“World Mobile”), pursuant to which World Mobile agreed to assign us
its exclusive right to acquire Liverpoole in exchange for 20,000,000 shares of
our Common Stock.





Pursuant
to its business plan, Liverpoole intended to enter into an agreement to purchase
a 75% interest in various assets of a privately owned corporation organized
under the laws of Antigua, which sought to acquire an interest in an online
gaming business. Such assets included the rights to URL's, customer lists,
certain software and licenses, as well as the rights to certain Internet domain
names. In order to secure the right to enter into such agreement with
Liverpoole, we entered into the aforementioned arrangement with World Mobile.
Subsequently the principal of Liverpoole refused to complete his obligations
under the Liverpoole Share Exchange Agreement.





6





On
September 30, 2006 the US Congress passed H.R. 4954 the Safe Port Act, including
“The Unlawful Internet Gambling Enforcement Act of 2006”, which was signed by
President Bush on October 13, 2006, prohibiting acceptance of any payment
instrument for unlawful Internet gambling. In consequence, we, 555 LLC, Global,
Liverpoole and World Mobile, the parties to the aforementioned agreements,
including the Loan Agreement and the Liverpoole Share Exchange Agreement
(collectively the “Agreements”), entered into a certain Settlement and Release
Agreement dated December 8, 2006 (the “Release Agreement”), terminating all
rights and obligations as they related to us under the Agreements. Specifically,
(i) Global an d 555 LLC each  irrevocably released us from our obligation
to repay the Loan Amount to Global  and 555 LLC, and each further 
released Liverpoole  from all obligations associated with the
Loan





Amount,
including any right to demand repayment of the Loan Amount from Liverpoole; (ii)
we released Liverpoole from all obligations associated with the Loan Amount,
including any right to demand repayment of the Loan Amount or to demand an
exchange of the shares from Liverpoole pursuant to the Liverpoole Share Exchange
Agreement; (iii) Liverpoole released us from all of our obligations associated
with the Liverpoole Share Exchange Agreement, including any right to demand an
exchange of the shares pursuant to the Liverpoole Share Exchange Agreement; and
(iv) World Mobile released us from all of our obligations associated with the
Loan Amount and the Liverpoole Share Exchange Agreement, including any
right to demand an exchange of the shares pursuant to the Liverpoole Share
Exchange Agreement. Pursuant to the terms of the Release Agreement, we
terminated our relationship, rights and all obligations previously associated
with Liverpoole, World Mobile or the privately owned Antiguan entity and any
associated interests in any online gaming businesses and further abandoning the
strategy of acquiring and licensing of online gaming technologies.





DESCRIPTION
OF AGI’S BUSINESS





General
Overview of Business





AGI is
engaged in the business of acquiring and exploring gold and mineral properties
with proven and probable reserves principally located in Nevada and Montana,
USA, with the objective of identifying gold and mineralized deposits
economically worthy of continued production and/or subsequent development,
mining or sale. On May 31, 2006, AGI acquired the Basin Gulch property in
Granite County, Montana, from Strategic Minerals, Inc. a Nevada corporation
(“Strategic”) whereby Strategic granted AGI the exclusive right to explore,
evaluate, develop, and mine the Basin Gulch Property. In consideration of the
acquisition of the Basin Gulch Property, AGI issued to Strategic 20,000,000 of
its common shares.





Mining
Lease Agreement





On May
31, 2006, AGI entered into a Mining Lease Agreement with Strategic, whereby
Strategic granted AGI the exclusive right to explore, evaluate, develop, and
mine the Basin Gulch Property, Montana, in consideration of AGI issuing to
Strategic 20,000,000 common shares of its capital stock. The advanced
exploration and test mining project consists of eleven patented mineral claims,
surrounded by the Deer Lodge National Forest, totaling about 217.9 acres. The
claims are all located at the head of Basin Gulch, on the northern slopes of the
West Fork Buttes, within the Sapphire Range of the Western Montana Rocky
Mountains. The Company acquired its Basin Gulch Property from a private company,
principals of whom were also common directors with the Company.  In
addition, Aultra has staked 50 unpatented claims to fill in around the patented
claim block.  The fifty unpatented claims total approximately 900
additional acres.





The
three-stage Mining Lease Agreement is structured as follows:





Stage
1 initial payment:





The
Company paid its initial cash payment of $10,000 and prior to July 30, 2006
satisfied its reporting obligations to Strategic regarding all the exploration
and studies conducted on the premises of Basin Gulch Property.





Stage
2 advance production royalties:





To
further evaluate and develop the minerals, the AGI fulfilled the following
obligations:





i) By
June 10, 2006, it paid a cash payment of $15,000 directly to the underlying
property owner;





ii) by
September 10, 2006 made a cash payment of $25,000 directly to the underlying
property owner;





iii) a
cash payment of $50,000 will become due and payable on March 10, 2007 and
September 10, 2007 and thereafter on those anniversary dates of each year until
production has commenced.





7







Stage
3 production royalties:





Upon
commencement of production, AGI must pay the greater of:





i)A twice annual cash payment of $50,000
due on March 10 and September 10 of each year; or





ii)3% of the gross sales receipts of the
gold and silver sold, due semi-annually on March 10 and September 10 of each
year;





Should
production be suspended for a period of 6 months or longer, the twice annual
advance production royalty of $50,000 listed above resume. Upon the completion
of payments totaling $8,000,000, AGI will have purchased the mineral rights to
this property. In the current 2007 fiscal, payments totaling $50,000 have be
made directly to the underlying property owner, which satisfy AGI’s
interpretation of its minimum obligations of AGI under the Mining Lease
Agreement and are consistent with the interpretation of Mining Lease Agreement
since it was signed in 2006 AGI believes that the issuance of 20,000,000 shares
valued at $0.50 satisfies its purchase obligation with Strategic Minerals,
Inc.  There are two principals involved in
Strategic.   In February 2008  one principal in
Strategic claimed that the Company was in default and that
individual  had taken possession of the property by means of a
“private foreclosure”.  AGI and the other principal of Strategic
believe the attempted action is without merit and intend to vigorously defend
its rights to the property.





Description
of AGI’s Properties





Description
of Basin Gulch Property, Montana





The Basin
Gulch area has historically been mined by traditional placer methods, including
hydraulic mining since the early part of the last century. The remains of this
mining activity still exist on the site in the form of collapsed short adits,
excavations, mine ponds, remains of log cabins and out buildings, and log and
dirt dams and hydraulic diversion structures. Cable Mountain Mine Inc. (CMM),
who discovered the Basin Gulch deposit, explored the lode source of the placer
gold from the late 1980s until 1997. To date, 323 reverse circulation and core
holes have been drilled on the property for a total of 89,800 feet, with holes
ranging from 80 feet to 1,050 feet in depth. In addition, 40 test trenches with
a total length of 17,000 feet have taken place. In addition to the drilling,
there have been two geophysical surveys, soil geochemistry surveys, topographic
surveys, and geologic mapping projects carried out on the property. A large
portion of these studies, in whole, or in part, was reviewed in preparation of
this report.





The Basin
Gulch Project is an advanced stage exploration project with a substantial
investment already made in previous exploration work on the property. However,
no mining has yet taken place on the site, beyond the older placering and very
limited lode prospect pits. In addition, due diligence studies have been carried
out on the Basin Gulch Mine property over the last 20 years or so by a number of
investigators, and a number of publicly-available reports have been produced by
the Montana Bureau of Mines and Geology (MBMG) and the USGS on the general
geology of the area.





A NI
43-101, Independent Third-Party Evaluation, prepared by David Brown and
Associates (“DBA”) has been provided for the Basin Gulch project, which is an
advanced exploration and test mining gold porphyry project. The reader is warned that a NI 43-101
study is a Canadian report, and is not compliant with U.S. SEC
regulations.  The report and earlier reports not
compliant with current SEC regulations used terms such as “ore”, "measured,"
"indicated," and "inferred" "resources," which current SEC regulations strictly
forbid.  An effort has been made to remove such words from this
document.Basin Gulch consists of eleven patented mining
claims, surrounded by the Deer Lodge National Forest, totaling about 217.9 acres
and 50 unpatented claims totaling approximately 900 acres. A number of
consultants, exploration companies, and Federal and State of Montana Agencies,
other than DBA, prepared the geological and mineralogical models of Basin Gulch.
The claims are all located at the head of Basin Gulch, on the northern slopes
the West Fork Buttes, within the Sapphire Range of the Western Montana Rocky
Mountains. The property is about 19 road miles west of the town of Philipsburg,
Montana, within the Rock Creek Mining District of Granite County. The property
is owned by the Metesh Family of Philipsburg, and is under lease agreement to
AGI. The Basin Gulch area is historically a placer mining area lacking a
historical association with an operating lode mine. The local placers have been
operated since before the turn of the 20th century up until just recently. A
title study was not part of this report, nor was a claims validation study made.
However, those studies were done by Anderson Engineering of Dillon, Montana in
the mid-1990s, and there is no reason to believe the results of their work have
changed. The property deeds can be viewed at the Granite County Courthouse in
Philipsburg, Montana.





8




The
Claims:





The
claims are all located in south-central Granite County, in portions of Section
34, Township 7 North, Range 16 West, and Sections 3, 4, and 9, Township 6 North,
Range 16 West. The patented mining claims making up the Basin Gulch Group
include the following:





i)
            Landes
            (Mineral
      Survey 5565)ii)
            Shylock
            (Mineral
      Survey 6354)iii)
            Shively
            (Mineral
      Survey 5755)iv)
            Quartz
      Hill
            (Mineral
      Survey 5564)v)
            Spencerian
            (Mineral
      Survey 8140)vi)
            Gold
      Hill 5
            (Mineral
      Survey 5755)vii)
            Basin
            (Mineral
      Survey 9026)viii)
            Blue
      Bell Lode
            (Mineral
      Survey 9530)ix)
            White
      Pine
            (Mineral
      Survey 8137)x)
            Yellow
      Pine
            (Mineral
      Survey 8139)xi)
            Jack
      White
            (Mineral
      Survey 8138)





These
claims were re-traced on the ground by Anderson Engineering of Dillon, Montana
in 1996.





Mineralization:





The lode
mineralization at the head of Basin Gulch is associated with a gaseous Eocene
silicic intrusive that invaded between the plates of two Precambrian thrust
sheets. The intrusive formed a major diatreme complex that is centered on the
gold and silver mineralization. The intrusive event also formed a number of
smaller, parasitic diatremes and breccia zones scattered throughout the property
and off the property for several miles in all directions. The gold
mineralization is found throughout the site near the surface and at depths in
excess of 1,000 feet at levels averaging about 0.01 ounces per ton, with higher
grade areas and intercepts, with the higher grade zones associated with the
edges of the various diatremes and post- and pre-diatreme faulting that cut the
diatremes. The highest grades appear associated with voids formed near and
within the diatreme when juvenile and surrounding bedrock material fell back
into the diatreme throat during periods of quiescence. This association with
voids and faulting has been recognized at other gold sites and is well described
in literature.





Mr. Rauno
Perttu, who discovered the Basin Gulch deposit in 1987, explored the lode source
of the placer gold from the late 1980s until 1997. To date, 323 reverse
circulation and core holes have been drilled on the property for a total of
89,800 feet, with holes ranging from 80 feet to 1,050 feet in depth. In
addition, 40 test trenches with a total length of 17,000 feet have taken place.
AGI’s predecessors, Cable Mountain Mine, Inc., Chevron Resources, and Cyprus
Exploration have performed the work at various stages in the project. In
addition to the drilling, there have been two geophysical surveys, soil
geochemistry surveys, topographic surveys, and geologic mapping projects carried
out on the property.





Two
targets, termed  Block A and  Block B, have been blocked out
to a certain extent on the property with drilling. These two blocks have been
explored with 82 drill holes and some 25,546 feet of drilling. In addition,
assay samples of every 5-foot interval were taken, for a total of just over
4,700 samples analyzed. They are both located on the edges of the major diatreme
complex at the head of Basin Gulch. The mineralization itself is fairly simple,
with the gold being fine to very coarse in nature, and easily extracted using
cyanidation, and possibly other recovery methods. Test work done for Cable
Mountain Mine indicates a recovery rate of over 90% with a simple cross-current
mill.





A
previous investigation and evaluation by CMM for the site using the GEMCON
computer program yielded a volume of 129,000,000 tons of rock grading 0.019
ounce per ton for the entire areas A and B site.  The results of this
study were not available for inspection in preparation of the above mentioned NI
43-101. However, this data base was used for the gold volume calculation made of
Block A and Block





B.  The
evaluation did not include several other areas of gold mineralization identified
by surface sampling, trenching and drilling.







9











Based on
the results of this third-party evaluation, several recommendations are made to
complete field evaluation of this advanced exploration project. The following
are those basic elements.





i)Complete drilling and sampling of two
identified high grade zones with diamond core drilling to give adequate
evaluation of potential mineralization volumes.





ii)Complete several core holes in the
areas of one and two-point anomalies that were encountered during the previous
exploration efforts.





iii)
Perform test underground mining in the two high grade targets after completion
of the drilling recommended above.








Permitting
Status:





The
previous exploration permits on the property have lapsed. New exploration
drilling permits are being applied for by AGI, and the previous permitting
process in the 1990s is expected to streamline the new permits.





In
Montana, public and private lands are handled similarly in the permitting
process. AGI must apply for either a blanket exploration permit for Montana, or
a specific permit for the Basin Gulch project. In either case, proposed drill
sites and trenches must be located on a map, with a detailed description of how
the preparation and reclamation of each site will be completed. The State will
then have the choice of sending out an inspector to review the proposed plan.
The State will subsequently calculate and reclamation bond amount for the work
proposed, based on existing State standards. Upon AGI posting the bond, it may
then proceed with the exploration work.





During
work in the 1990s, none of the proposed exploration follow-up sites had any
deleterious aspects that needed mitigating, so no significant obstacles to
exploration are anticipated.





Regarding
anticipated test mining, this work can be conducted under Small Miner’s
Exclusion (SME) provisions of the Montana permitting process. The SME process is
much faster and simpler than the permitting process for larger mines in Montana,
and can be completed within weeks to a few months of filing of an application.
This property contains a large, open-ended gold and silver resource, parts of
which AGI believes may be economically mineable under relatively rapid small
mine regulations.





This
property was locally extensively drilled as a large, low-grade open-pit mine,
but is being revaluated for its localized high-grade deposits. This property is
believed to have major potential for deeper high-grade reserves. The property at
Basin Gulch, Montana will be evaluated for an initial small miner’s permit to
begin development of the first “gold hot spot”, based on extensive existing
data. As funding permits, drilling of the first known vein target and of the
deep “boiling zone” of the southeastern-most nested diatreme will
commence.  If viable gold recovery from lower grade surface
mineralization can be confirmed by means other than cyanide, AGI plans to
reevaluate the extensive lower grade surface mineralization.








The
following is AGI’s current future test mining plan if money is
available.  Additional testing and drilling may modify this
plan.





i)Upon satisfactory completion of the
follow-up evaluation in the BG94-42 area, DMC plans to drive an intercept
tunnel, starting approximately 100 feet below the drill collar, to evaluate the
gold zone by bulk sampling. This adit would be located to allow extension of the
drift to also bulk sample the diatreme zone encountered in hole BG94-5. The gold
in the BG94-42 area was found to be free gold and should be recoverable by
simple gravity methods. The tunnel would be completed to a standard that will
allow it to be used as a production facility under a State of Montana Small
Miner’s Exclusion operating permit.





ii)While the work in the first area is
progressing, follow-up exploration of the other identified areas of high-grade
mineralization is planned to continue, along with step-out exploration for new
potential mineralization shoots. With success in these new areas, AGI
anticipates that the initial Small Miner’s Exclusion operation will be
systematically expanded into a larger mining operation.







10











Projected
Costs for Plan of Mining Operations





Our
business plan calls for significant expenses in connection with the mining plans
for development of production on the Basin Gulch Property.  Until
funding becomes available, the plan cannot be implemented.





We do not
have sufficient funds to conduct the 2009 work phases of further drilling and
assaying, and completion of the mine plan on the Basin Gulch Property, and the
Company will require additional financing in order to complete the
work.





Description
of Jungo





On June
1, 2007, Aultra Gold, Inc. (the "Company"), entered into a formal binding
Agreement of Purchase and Sale (the "Agreement") with W.R. Hansen, an individual
(the “Seller”), pursuant to which the Company acquired from the Seller
certain mining claims together with all improvements and all equipment owned by
the Seller located thereon, located in Humboldt County, State of Nevada (the
“Property”). In consideration of the purchase of the Property, the Company
agreed to: (i) reimburse the Seller for all staking and filing costs related to
the Property, (ii) issue to the Seller 50,000 restricted shares of the Company’s
common stock, $0.001 par value per share (the “Common Stock”), valued at $0.50
per share, (iii) upon its sole determination of sufficient mineralization to
place the Property in production, to further issue to the Seller additional
50,000 restricted shares of the Company’s Common Stock, such that the Company
shall make such a determination not later than 30 days following the acquisition
of the data contemplated by paragraph 3.3 of the Agreement, (iv) not later than
10 days following the date the Property is placed into development for
production of metals, to issue to the Seller an additional 100,000 restricted
shares of the Company’s Common Stock, and (v) as further consideration after the
Property is placed in production, to direct to the Seller a monthly Net Smelter
Royalty of 2% upon all gold, silver, copper, or other metals (the “Metals”)
produced and sold from the Property (each royalty payment shall be paid not
later than 30 days following the last day of the month in which the metals were
produced and sold). Closing of the sale and purchase of the Property occurred on
the same date, as under the Agreement both the Company and the Seller have
performed their mutual obligations under paragraph 2.2 and Section 4
thereof.





Other
Opportunities in Nevada:





With
funding, AGI plans to stake claims over a new Nevada exploration target in the
middle of north-central Nevada. This region contains several large existing gold
mines.  Additionally, AGI has been offered additional attractive gold
properties, subject to near-term funding.





Compliance
with Government Regulation





We will
be required to comply with all regulations, rules and directives of governmental
authorities and agencies applicable to the exploration of minerals in United
States generally, and in Montana and Nevada specifically. Such operations are
subject to various laws governing land use, the protection of the environment,
production, exports, taxes, labor standards, occupational health, waste
disposal, toxic substances, well safety and other matters. Unfavorable
amendments to current laws, regulations and permits governing operations and
activities of resource exploration companies, or more stringent implementation
thereof, could have a materially adverse impact and cause increases in capital
expenditures which could result in a cessation of operations. The Company has
had no material costs related to compliance and/or permits in recent years, and
anticipates no material costs in the next year. The Company will not be required
to obtain a permit in order to conduct Phases 1 and 2 of its proposed
exploration program for Basin Gulch.





We will
have to sustain the cost of reclamation and environmental mediation for all
exploration and development work undertaken.  The amount of these costs is
not known at this time as we do not know the extent of the exploration program
that will be undertaken beyond completion of the currently planned work
programs. Because there is presently no information on the size, tenor, or
quality of any resource or reserve at this time, it is impossible to assess the
impact of any capital expenditures on earnings or our competitive position in
the event a potentially economic deposit is discovered.




11




If we
enter into production, the cost of complying with permit and regulatory
environment laws will be greater than in the exploration phases because the
impact on the project area is greater.  Permits and regulations will
control all aspects of any production program if the project continues to that
stage because of the potential impact on the environment. Examples of regulatory
requirements include:





·
            Water
      discharge will have to meet water standards;·
            Dust
      generation will have to be minimal or otherwise
    re-mediated;·
            Dumping
      of material on the surface will have to be re-contoured and
      re-vegetated;·
            An
      assessment of all material to be left on the surface will need to be
      environmentally benign;·
            Ground
      water will have to be monitored for any potential
      contaminants;·
            The
      socio-economic impact of the project will have to be evaluated and if
      deemed negative, will have to be re-mediated; and·
            There
      will have to be an impact report of the work on the local fauna and
      flora.





Competition





Many
companies are engaged in the exploration and development of mineral properties.
The Company is at a disadvantage with respect to those competitors whose
technical staff and financial resources exceed the Company’s. Our lack of
revenues and limited financial resources further hinder our ability to acquire
additional mineral interest.





Employees





As of
March 15, 2009, the Company’s subsidiary, AGI, had a full time employment
agreement with Mr. Rauno Perttu, the Company’s CEO, President and director,
pursuant to which Mr. Perttu provides services to the Company. The Company
anticipates that it will be conducting most of its business through agreements
with consultants and third parties.





RISK
FACTORS





You
should carefully consider the risks described below as well as other information
provided to you in this document, including information in the section of this
document entitled “Information Regarding Forward Looking Statements.” The risks
and uncertainties described below are not the only ones facing the Company.
Additional risks and uncertainties not presently known to the Company or that
the Company currently believes are immaterial may also impair the Company’s
business operations. If any of the following risks actually occur, the Company’s
businesses, financial condition or results of operations could be materially
adversely affected, the value of the Company common stock could decline, and you
may lose all or part of your investment.





Risks Related to Our
Financial Results:





Our
company was recently formed, and we have not proven that we can generate a
profit. If we fail to generate income and achieve profitability, an investment
in our securities may be worthless.





We have
no operating history and have not proved that we can operate successfully. We
face all of the risks inherent in a new business. If we fail, your investment in
our common stock will become worthless. From our inception on January 26, 2005
to the end of the period ended December 31, 2007, we have not earned any
revenue. The exploration for commercially exploitable mineral deposits or
reserves, as well as general, legal, accounting and administrative expenses
associated with our reporting requirements with the SEC, is expected to require
from us total expenditures over the next twelve months in an approximate amount
of $21,850,000. We presently do not have sufficient funds to pursue our stated
plan of operation for the next twelve-month period. We will require additional
financing for our operational expenses, and further exploration work for
commercially exploitable mineral deposits or reserves. We are seeking these
additional funds via equity financing, private placements or loans from our
directors or current shareholders.
Currently, we do not have arrangements for additional funds. Your investments in
our common stock must therefore be regarded as the placing of funds at a high
risk in a recently formed company with all the unforeseen costs, expenses,
problems, and difficulties to which such companies without proven record are
subject to.




12








We
have had losses since our inception. We expect losses to continue in the future
and there is a risk we may never become profitable.





We have
incurred operating losses of $633,870 and $480,487 during the year ended
December 31, 2008 and 2007, respectively. In addition, during that period, we
have  a net working capital deficiency of $946,246 at December 31,
2008. We expect to continue to incur significant operating expenses as we
maintain our current line of power-line products and continue research and
development toward new advance power-line technologies. Our operating expenses
have been and are expected to continue to outpace revenues and result in
significant losses in the near term. We may never be able to reduce these
losses, which will require us to seek additional debt or equity financing. If
such financing is available, of which there can be no assurance, you may
experience significant additional dilution.





We
have a limited operating history. There can be no assurance that we will be
successful in growing our gold and other mineral exploration
activities.





We have a
limited history of operations. As a result, there can be no assurance that we
will be successful in our acquisition and exploration of gold and mineral
properties activities. Our success to date in entering into ventures to acquire
mineral properties is not indicative that we will be successful in entering into
any further ventures. Any potential for
future growth in our mineral exploration activities will place additional
demands on our executive officers, and any increased scope of our operations
will present challenges due to our current limited management resources. Our
future performance will depend upon our management and their ability to locate
and negotiate additional exploration opportunities in which we are solely
involved or participate in as a joint venture partner. There can be no assurance
that we will be successful in our efforts. Our inability to locate additional
opportunities, to hire additional management and other personnel, or to enhance
our management systems, could have a material adverse effect on our results of
operations. There can be no assurance that our operations will be
profitable.





If
we do not obtain additional financing, our business will fail.





Despite
obtaining financing in the amount of $30,000 during fiscal 2008, we will need to
obtain additional financing in order to complete our business plan. We currently
do not have any operations and we have no income. We do not have any
arrangements for financing and we may not be able to find such financing if
required. Obtaining additional financing would be subject to a number of
factors, including investor acceptance of mineral claims and investor sentiment.
These factors may adversely affect the timing, amount, terms, or conditions of
any financing that we may obtain or make any additional financing unavailable to
us.





Our
independent auditors have expressed doubt about our ability to continue as a
going concern, which may hinder our ability to obtain future
financing.





In their
report dated March 30, 2009, our independent auditors stated that our
accompanying financial statements filed herewith were prepared assuming that we
will continue as a going concern. However, we have incurred operating losses, of
$633,870 and $780,487, during the year ended December 31, 2008 and 2007,
respectively. We are uncertain if we will have sufficient cash to operate for
the next twelve months, our ability to sustain our operations beyond this period
without further financing cannot be assured.





We
continue to experience net operating losses. Our ability to continue as a going
concern is subject to our ability to generate a profit and/or obtain necessary
funding from outside sources, including obtaining additional funding from the
sale of our securities, increasing sales or obtaining loans and grants from
various financial institutions where possible. The going concern uncertainty
modification in the auditor's report increases the difficulty in meeting such
goals and there can be no assurances that such methods will prove
successful.





Fluctuations
in our operating results and announcements and developments concerning our
business affect our stock price.





Our
quarterly operating results, the number of stockholders desiring to sell their
shares, changes in general economic conditions and the financial markets, the
execution of new contracts and the completion of existing agreements and other
developments affecting us, could cause the market price of our common stock to
fluctuate substantially.





13








Our
management believes that long-term profitability and growth will depend on its
ability to:





§ Develop the reputation
of AGI as a successful mining property acquisition and exploration
company;





§ Successfully
identify and exploit mining opportunities;





§ Develop viable
strategic alliances; and





§ Maintain
sufficient volume of successful new mining opportunities.





RISKS RELATED TO OUR
BUSINESS AND OUR INDUSTRY





We will need to increase the size of our organization,
and may experience difficulties in managing growth.





We are a
small company with only one employee as of December 31, 2008. We hope to
experience a period of expansion in headcount, facilities, infrastructure and
overhead and anticipate that further expansion will be required to address
potential growth and market opportunities. Future growth will impose significant
added responsibilities on members of management, including the need to identify,
recruit, maintain and integrate additional independent contractors and managers.
Our future financial performance and our ability to compete effectively will
depend, in part, on our ability to manage any future growth
effectively.





We
require additional working capital in order to achieve commercial production at
the Basin Gulch Property.





The
company has no current operating funds to complete the intended plan of mining
operations for the Basin Gulch Property and/or the Jungo
property.  The Company does not have sufficient funds on hand for the
unpaid amounts of our estimated costs related to maintaining the minimum annual
payment obligations associated with the maintenance of the Basin Gulch Property
as discussed in this Current Report and our estimated administrative costs for
12 months from the date of this Current Report. Therefore, we will need to
obtain additional financing in order to complete our business plan. As of
December 31, 2008, the Company had no cash. The Company has no income from
operations.





Our
business plan calls for significant expenses in connection with the continued
evaluation and development to production of the Basin Gulch Property. The
Company does not have sufficient funds to conduct the initial mine development
work on the property.  The Company will require additional financing
in order to complete remaining phases of mine development and production
capacity. The Company will also require additional financing if the costs of the
mine development for the Basin Gulch Property are greater than
anticipated.  Even after completing all proposed plans for mining
operations the Company will have to spend substantial funds on further drilling
and engineering studies in order to establish the diatreme targets for the Basin
Gulch Property.





Our
proposed exploration plan is dependent on additional financing.  After
obtaining funding to conduct exploration and development, at the completion of
each phase of our operating plan we will evaluate the results and make a
determination to proceed to the next phase of mine development and its
associated estimated cost.  The results of each phase of work will
allow us to update our geological information on the Basin Gulch Property and
the Jungo Property, and will be used to base our decision to proceed to the next
phase of mine evaluation and development.





Each
subsequent phase of mine development will require additional funds beyond the
Company’s current cash resources. The


Company
will need to obtain additional financing from the sale of its securities to fund
these operational expenditures and future administrative costs. Our
administrative costs will be dependent upon the time frame undertaken to
complete the remaining phases of our plan of mining operations. We do not have
funding in our current operating funds sufficient to cover our administrative
costs for the period of one year from the date of this Current Report, which are
estimated to be $150,000. To the extent we need more than one year to complete
the remaining exploration or our administrative costs are higher than estimated,
we will require additional financing to cover administrative costs.





We will
require additional financing to sustain our business operations if we are not
successful in earning revenues once initial production work is complete. We do
not currently have any arrangements for financing and may not be able to find
such financing if required. Obtaining additional financing would be subject to a
number of factors, including the market price for gold and precious metals,
investor acceptance of our property and general market conditions. These factors
may make the timing, amount, terms or conditions of additional financing
unavailable to us.








14





The most
likely source of future funds presently available to us is through the sale of
equity capital. Any sale of share capital will result in dilution to existing
shareholders. The only other anticipated alternative for the financing of
further exploration would be advances from related parties and joint venture or
sale of a partial interest in the Basin Gulch Property to a third party in
exchange for cash or exploration expenditures, which is not presently
contemplated.





Our
officers and directors are involved in other businesses which may cause them to
devote less time to our business.





Our
officers' and directors' involvement with other businesses may cause them to
allocate their time and services between us and other entities. Consequently,
they may give priority to other matters over our needs which may materially
cause us to lose their services temporarily which could affect our operations
and profitability.





We
are dependent on our management and the loss of any officer could hinder the
implementation of our business plan.





We are
heavily dependent on the members of our management team, the loss of any of whom
could have a material adverse affect on our ability to implement our business
plan. While we have entered into employment agreement with our Chief
Executive Officer, employment agreements could be terminated for a variety of
reasons. If, for some reason, the services of our management, or of any member
of management, were no longer available to us, our operations and proposed
businesses and endeavors may be materially adversely affected. Mr. Perttu, our
Chief Executive Officer, and our Chief Financial Officer, is primarily
responsible for the success of our business operations. As we continue with our
intended operations, other officers may be instrumental in setting up our
financial and operational controls and procedures, and we may need to hire
additional personnel to perform such functions. Any failure of management to
implement and manage our business strategy and growth may have a material
adverse affect on us. There can be no assurance that our operating control
systems will be adequate to support its future operations and anticipated
growth. Failure to manage our growth properly could have a material adverse
affect on our business, financial condition or result of
operations.





The
imprecision of mineral deposit estimates may prove any resource calculations
that we make to be unreliable.





Mineral
deposit estimates and related databases are expressions of judgment based on
knowledge, mining experience, and analysis of drilling results and industry
practices. Valid estimates made at a given time may significantly change when
new information becomes available. By their nature, mineral deposit estimates
are imprecise and depend upon statistical inferences, which may ultimately prove
unreliable. Mineral deposit estimates included here, if any, have not been
adjusted in consideration of these risks and, therefore, no assurances can be
given that any mineral deposit estimate will ultimately be reclassified as
reserves.





We
are sensitive to fluctuations in the price of gold and other minerals, which is
beyond our control. The price of gold and other metals is volatile and price
changes are beyond our control.





The
prices for gold and other metals fluctuate and are affected by numerous factors
beyond our control. Factors that affect the price of gold and other metals
include consumer demand, economic conditions, over supply from secondary sources
and costs of production. Price volatility and downward price pressure, which can
lead to lower prices, could have a material adverse effect on the costs of and
the viability of our projects.




Mineral
exploration and prospecting is highly competitive and speculative business and
we may not be successful in seeking available opportunities.





The
process of mineral exploration and prospecting is a highly competitive and
speculative business. In seeking available opportunities, we will compete with a
number of other companies, including established, multi-national companies that
have more experience and financial and human resources than us. Because we may
not have the financial and managerial resources to compete with other companies,
we may not be successful in our efforts to acquire new projects. However, while
we compete with other exploration companies, there is no competition for the
exploration or removal of mineral from our claims.







15








Compliance
with environmental considerations and permitting could have a material adverse
effect on the costs or the viability of our projects. The historical trend
toward stricter environmental regulation may continue, and, as such, represents
an unknown factor in our planning processes.





All
mining in United States is regulated by the government agencies at the Federal
and State levels. Compliance with such regulation could have a material effect
on the economics of our operations and the timing of project development. Our
primary regulatory costs will be related to obtaining licenses and permits from
government agencies before the commencement of mining activities. An
environmental impact study that must be obtained on each property, in order to
obtain governmental approval to mine on the properties, is also a part of the
overall operating costs of a mining company.





The gold
and mineral mining business is subject not only to worker health and safety, and
environmental risks associated with all mining businesses, but is also subject
to additional risks uniquely associated with gold and other minerals mining.
Although we believe that our operations will be in compliance, in all material
respects, with all relevant permits, licenses and regulations involving worker
health and safety, as well as the environment, the historical trend toward
stricter environmental regulation may continue. The possibility of more
stringent regulations exists in the areas of worker health and safety, the
dispositions of wastes, the decommissioning and reclamation of mining and
milling sites and other environmental matters, each of which could have an
adverse material effect on the costs or the viability of a particular project.





Mining
and exploration activities are subject to extensive regulation by Federal and
State governments. Future changes in governments, regulations and policies,
could adversely affect our results of operations for a particular period and our
long-term business prospects.





Mining
and exploration activities are subject to extensive regulation by Federal and
State Governments. Such regulation relates to production, development,
exploration, exports, taxes and royalties, labor standards, occupational health,
waste disposal, protection and remediation of the environment, mine and mill
reclamation, mine and mill safety, toxic substances and other matters.
Compliance with such laws and regulations has increased the costs of exploring,
drilling, developing, constructing, operating mines and other facilities.
Furthermore, future changes in governments, regulations and policies, could
adversely affect our results of operations in a particular period and its
long-term business prospects.





The
development of mines and related facilities is contingent upon governmental
approvals, which are complex and time consuming to obtain and which, depending
upon the location of the project, involve various governmental agencies. The
duration and success of such approvals are subject to many variables outside of
our control.





Because
of the inherent dangers involved in mineral exploration and production, there is
a risk that we may incur liability or damages as we conduct our
business.





Exploration
and establishment of mining operations to production involves numerous hazards.
As a result, the Company may become subject to liability for such hazards,
including pollution, cave-ins and other hazards against which the Company cannot
insure or against which the Company may elect not to insure. The payment of such
liabilities may have a material adverse effect on the Company’s financial
position.





If
we do not conduct mineral exploration on our mineral claims and keep the claims
in good standing, then our right to the mineral claims will lapse and we will
lose everything that we have invested and expended towards these
claims.





We must
complete mineral exploration work on our mineral claims and keep the claims in
good standing. If we do not fulfill our work commitment requirements on our
claims or keep the claims in good standing, then our right to the claims will
lapse and we will lose all interest that we have in these mineral
claims.





We
are subject to compliance with securities law, which exposes us to potential
liabilities, including potential rescission rights.





We have
periodically offered and sold our common stock to investors pursuant to certain
exemptions from the registration requirements of the Securities Act of 1933, as
amended (the “Securities Act”) as well as those of various state securities
laws. The basis for relying on such exemptions is factual; that is, the
applicability of such exemptions depends upon our conduct and that of those
persons contacting prospective investors and making the offering. We have not
received a legal opinion to the effect that any of our prior offerings were
exempt from registration under any federal or state law. Instead, we have relied
upon the operative facts as the basis for such exemptions, including information
provided by investors themselves.




16








If any
prior offering did not qualify for such exemption, an investor would have the
right to rescind its purchase of the securities if it so desired. It is possible
that if an investor should seek rescission, such investor would succeed. A
similar situation prevails under state law in those states where the securities
may be offered without registration in reliance on the partial preemption from
the registration or qualification provisions of such state statutes under the
National Securities Markets Improvement Act of 1996. If investors were
successful in seeking rescission, we would face severe financial demands that
could adversely affect our business and operations. Additionally, if we did not
in fact qualify for the exemptions upon which it has relied, we may become
subject to significant fines and penalties imposed by the SEC and state
securities agencies.





RISKS RELATED TO OUR COMMON
STOCK





There is no active trading market for our
common stock.





Our
common stock is quoted on the Pink Sheets, and we are currently in the process
of seeking to reestablish quotation of our common stock on the Over the Counter
Bulletin Board quotation service. However, currently, there is no active trading
market for any of our securities, and we cannot assure you that a market for our
stock will develop. Consequently, our shareholders may not be able to use their
shares for collateral or loans and may not be able to liquidate at a suitable
price in the event of an emergency. In addition, our shareholders may not be
able to resell their shares at or above the price they paid for them or may not
be able to sell the shares at all. Accordingly, there can be no assurance as to
the liquidity of any markets that may develop for the securities, the ability of
holders of the securities to sell their securities, or the prices at which
holders may be able to sell their securities.





The shares of common stock eligible for future sale could
negatively affect the market price of our common stock





The
Company has approximately a total of 96,146,668 shares of Common Stock issued
and outstanding.   If the Company's stockholders sell substantial amounts
of the Company's common stock in the public market, including shares issued upon
the exercise of outstanding options or warrants, the market price of its common
stock could fall. These sales also may make it more difficult for the Company to
sell equity or equity-related securities in the future at a time and price that
the Company deems reasonable or appropriate. Stockholders who have been issued
shares in the Acquisition will be able to sell their shares pursuant to Rule 144
under the Securities Act of 1933, beginning one year after the stockholders
acquired their shares.





Our
common stock may be deemed to be a penny stock and, as such, we are subject to
the risks associated with “penny stocks”. Regulations relating to “penny stocks”
limit the ability of our shareholders to sell their shares and, as a result, our
shareholders may have to hold their shares indefinitely.





Our
common stock is currently listed for trading on the Over the Counter Market,
which is generally considered to be a less efficient market than markets such as
NASDAQ or other national exchanges, and which may cause difficulty in obtaining
future financing. Furthermore, our common stocks may be deemed to be “penny
stock” as that term is defined in Regulation Section “240.3a51 -1” of the
Securities and Exchange Commission (the “SEC”). Penny stocks are stocks: (a)
with a price of less than U.S. $5.00 per share; (b) that are not traded on a
“recognized” national exchange; (c) whose prices are not quoted on the NASDAQ
automated quotation system (NASDAQ -where listed stocks must still meet
requirement (a) above); or (d) in issuers with net tangible assets of less than
U.S. $2,000,000 (if the issuer has been in continuous operation for at least
three years) or U.S. $5,000,000 (if in continuous operation for less than three
years), or with average revenues of less than U.S. $6,000,000 for the last three
years.





Section
“15(g)” of the United States Securities Exchange Act of 1934, as amended, and
Regulation Section “240.15g(c) 2” of the SEC 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 the Company’s common shares are urged to obtain
and read such disclosure carefully before purchasing any common shares that are
deemed to be “penny stock”.





Moreover,
Regulation Section “240.15g -9” of the SEC 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: (a) obtain from the investor information concerning his or her
financial situation, investment experience and investment objectives; (b)
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; (c) provide the investor with a written statement
setting forth the basis on which the broker dealer made the determination in
(ii) above; and (d) 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 investors in the Company’s
common shares to resell their common shares to third parties or to otherwise
dispose of them. Stockholders should be aware that, according to Securities and
Exchange Commission Release No. 34-29093, dated April 17, 1991, the market for
penny stocks has suffered in recent years from patterns of fraud and abuse. Such
patterns include:




17








Moreover,
Regulation Section “240.15g -9” of the SEC 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: (a) obtain from the investor information concerning his or her
financial situation, investment experience and investment objectives; (b)
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; (c) provide the investor with a written statement
setting forth the basis on which the broker dealer made the determination in
(ii) above; and (d) 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 investors in the Company’s
common shares to resell their common shares to third parties or to otherwise
dispose of them. Stockholders should be aware that, according to Securities and
Exchange Commission Release No. 34-29093, dated April 17, 1991, the market for
penny stocks has suffered in recent years from patterns of fraud and abuse. Such
patterns include:





(i)
control of the market for the security by one or a few broker-dealers that are
often related to the promoter or issuer;





(ii)
manipulation of prices through prearranged matching of purchases and sales and
false and misleading press releases;





(iii)
boiler room practices involving high-pressure sales tactics and unrealistic
price projections by inexperienced sales persons;





(iv)
excessive and undisclosed bid-ask differential and markups by selling
broker-dealers; and





(v) the
wholesale dumping of the same securities by promoters and broker-dealers after
prices have been manipulated to a desired level, along with the resulting
inevitable collapse of those prices and with consequent investor
losses.





Our
management is aware of the abuses that have occurred historically in the penny
stock market. Although we do not expect to be in a position to dictate the
behavior of the market or of broker-dealers who participate in the market,
management will strive within the confines of practical limitations to prevent
the described patterns from being established with respect to our
securities.





As
an issuer of “penny stock” the protection provided by the federal securities
laws relating to forward looking statements does not apply to us.





Although
the federal securities law provide a safe harbor for forward-looking statements
made by a public company that files reports under the federal securities laws,
this safe harbor is not available to issuers of penny stocks. As a result, if we
are a penny stock we will not have the benefit of this safe harbor protection in
the event of any claim that the material provided by us contained a material
misstatement of fact or was misleading in any material respect because of our
failure to include any statements necessary to make the statements not
misleading.





Failure
to achieve and maintain effective internal controls in accordance with Section
404 of the Sarbanes-Oxley Act could have a material adverse effect on our
business and operating results and stockholders could lose confidence in our
financial reporting.





Effective
internal controls are necessary for us to provide reliable financial reports and
effectively prevent fraud. If we cannot provide reliable financial reports or
prevent fraud, our operating results could be harmed. We may be required in the
future to document and test our internal control procedures in order to satisfy
the requirements of Section 404 of the Sarbanes-Oxley Act, which requires
increased control over financial reporting requirements, including annual
management assessments of the effectiveness of such internal controls and a
report by our independent certified public accounting firm addressing these
assessments. Failure to achieve and maintain an effective internal control
environment, regardless of whether we are required to maintain such controls
could also cause investors to lose confidence in our reported financial
information, which could have a material adverse effect on our stock
price.





Shares
eligible for future sale, if at all, may adversely affect the market price of
our common stock, as the future sale of a substantial amount of our restricted
stock in the public marketplace could reduce the price of our common
stock.





From time
to time, certain of our stockholders may be eligible, if at all, to sell all or
some of their shares of common stock by means of ordinary brokerage transactions
in the open market pursuant to Rule 144, promulgated under the Securities Act
(“Rule 144”), subject to certain limitations. In general, pursuant to Rule 144,
a stockholder (or stockholders whose shares are aggregated) who has satisfied a
one-year holding period may, under certain circumstances, sell within any
three-month period a number of securities which does not exceed the greater of
1% of the then outstanding shares of common stock or the average weekly trading
volume of the class during the four calendar weeks prior to such sale. Rule 144
also permits, under certain circumstances, the sale of securities, without any
limitations, by a non-affiliate of our company that has satisfied a two-year
holding period. Any substantial sale of common stock pursuant to Rule 144 or
pursuant to any resale prospectus may have an adverse effect on the market price
of our securities.







18











We
do not expect to pay dividends in the future. Any return on investment may be
limited to the value of the Company’s stock.





We do not
anticipate paying cash dividends on our stock in the foreseeable future. The
payment of dividends on our stock will depend on our earnings, financial
condition and other business and economic factors affecting us at such time as
the board of directors may consider relevant. If we do not pay dividends, its
stock may be less valuable because a return on your investment will only occur
if our stock price appreciates.





ITEM
      2.
            DESCRIPTION
      OF PROPERTY





Principal
Executive Offices





We
currently hold an arrangement to rent our main office comprising of 2,000
square feet which is located at 120 North 5th Street, Jacksonville, Oregon 
97530, at a cost of $1,500 per month on a month to month basis.





Minerals
Properties





For a
further description of our properties, see Item 1 “Description of
Business”





ITEM 3.
            LEGAL
      PROCEEDINGS





On or
about April 17, 2007, a lawsuit was filed by 761273 B.C. Ltd., Calderan Ventures
Ltd., Scott Kostiuk, William Parkin, Ronald Oliver, Lubomir Palecek and Krista
Dayton under the laws of the Province of British Columbia, Canada in the British
Columbia Supreme Court for a total amount of $ 203,311.88 ( CAD$225,000*1)
against our company, Rauno Perttu, our President, Chief Executive Officer and a
member of our board of directors, and Baljinder Bhullar, our Chief Financial
Officer and a member of our board of directors, and others with regards to
an alleged contractual obligation and resulting alleged restitution obligation
pursuant to an alleged settlement agreement entered into by Aultra Gold Inc. The
Action was commenced by Writ of Summons without a Statement of Claim. Six of
approximately 57 shareholders of Aultra Gold (Canada) decided not to participate
in the January 22, 2007 share exchange transaction the Company, despite facts
that four of the six complainants had executed their share exchange materials.
The six minority shareholders requested the return of their share subscription
funds from Aultra Gold (Canada), and a settlement arrangement was being
negotiated to accommodate their requests, with a prospective April 15th, 2007
closing date. These discussions were deferred pending receipt of certain public
financings in the Company. We have entered an Appearance to the Action and will
be preparing our statement of defense in response to any Statement of Claim that
may in the future be received and we intend to contest the case vigorously. In
early 2009 the Company received notice that a judgement had been entered against
the Company in the amount of CAD $239,206.  The Company received no
prior notice of a hearing. In communications with the complainants
attorney  stated that notice was provided to an attorney who they
believed was representing Aultra.  This attorney denies representing
Aultra.  Aultra has no assets in Canada and intends to vigously defend
itself should this action be pursued in the United States.





There are
two principals involved in Strategic.   In February 2008 one
principal in Strategic claimed that the Company was in default and that
individual  had taken possession of the property by means of a
“private foreclosure”.  AGI and the other principal of Strategic
believe the attempted action is without merit and intend to vigorously defend
its rights to the property. No action has been filed to day








From time
to time we may be a defendant and plaintiff in various legal proceedings arising
in the normal course of our business. We are currently not a party to any
material pending legal proceedings or government actions, including any
bankruptcy, receivership, or similar proceedings. In addition, management is not
aware of any known litigation or liabilities involving the operators of our
properties that could affect our operations. Should any liabilities incurred in
the future, they will be accrued based on management’s best estimate of the
potential loss. As such, there is no adverse effect on our consolidated
financial position, results of operations or cash flow at this time.
Furthermore, our management does not believe that there are any proceedings to
which any of our directors, officers, or affiliates, any owner of record of the
beneficially or more than five percent of our common stock, or any associate of
any such director, officer, affiliate, or security holder is a party adverse to
our company or has a material interest adverse to us.





ITEM
      4.
            SUBMISSION
      OF MATTERS TO A VOTE OF SECURITY
HOLDERS





No
matters were submitted during the fourth quarter of our fiscal year ended
December 31, 2008, to a vote of our security holders, through the solicitation
of proxies or otherwise.








19








PART II





ITEM
      5.
            MARKET
      FOR COMMON EQUITY, RELATED STOCKHOLDER
MATTERS.





Market
Information





MARKET
FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS





Since
March 1, 2006, the Company's Common Stock has been quoted on the OTC Bulletin
Board and subsequently Pink Sheets under the symbol NWWE. In February 2008 the
Company was successful in its efforts to resume trading on the OTC Bulletin
Board and now trades under the symbol AGDI.OB.





For the
periods indicated, the following table sets forth the high and low bid prices
per share of our common stock. These prices represent inter-dealer quotations
without retail markup, markdown, or commission and may not necessarily represent
actual transactions.





High
            
            
            LowFiscal
      Year 2007 (January 1, 2007 - December 31, 2007)Firs          First
      quarter (January 1, 2007 - March 31, 2007)
            
            $
            0.55
            
            
            $
            0.50Sec          Second
      quarter (April 1, 2007 - June 30, 2007)
            
            $
            0.55
            
            
            $
            0.50Third
      quarter (July 1, 2007 - September 30, 2007)
            
            $
            0.55
            
            
            $
            0.50Four        Fourth
      quarter (October 1, 2007 - December 31, 2007)
            
            $
            0.55
            
            
            $
            0.50Year 2008 (January 1,
      2008 - December 31, 2008)First
      quarter (January 1, 2008 - March 31, 2008)
            
            $
            0.60
            
            
            $
            0.05Second
      quarter (April 1, 2008 - June 30, 2008)
            
            $
            0.30
            
            
            $
            0.07Third
      quarter (July 1, 2008 - September 30, 2008)
            
            $
            0.25
            
            
            $
            0.04F
          Fourth quarter (October 1, 2008 - December 31,
      2008)
            
            $
            0.03
            
            
            $
            0.01





*
For the period indicated, quotation of the Company’s common stock commenced on
March 13, 2006.





The
shares quoted are subject to the provisions of Section 15(g) and Rule 15g-9 of
the Securities Exchange Act of 1934, as amended (the Exchange Act"), commonly
referred to as the "penny stock" rule. Section 15(g) sets forth certain
requirements for transactions in penny stocks and Rule 15g9(d)(1) incorporates
the definition of penny stock as that used in Rule 3a51-1 of the Exchange
Act.





The
Commission generally defines penny stock to be any equity security that has a
market price less than $5.00 per share, subject to certain exceptions. Rule
3a51-1 provides that any equity security is considered to be a penny stock
unless that security is: registered and traded on a national securities exchange
meeting specified criteria set by the Commission; authorized for quotation on
The NASDAQ Stock Market; issued by a registered investment company; excluded
from the definition on the basis of price (at least $5.00 per share) or the
registrant's net tangible assets; or exempted from the definition by the
Commission. Trading in the shares is subject to additional sales practice
requirements on broker-dealers who sell penny stocks to persons other than
established customers and accredited investors, generally persons with assets in
excess of $1,000,000 or annual income exceeding $200,000, or $300,000 together
with their spouse.





For
transactions covered by these rules, broker-dealers must make a special
suitability determination for the purchase of such securities and must have
received the purchaser's written consent to the transaction prior to the
purchase. Additionally, for any transaction involving a penny stock, unless
exempt, the rules require the delivery, prior to the first transaction, of a
risk disclosure document relating to the penny stock market. A broker-dealer
also must disclose the commissions payable to both the broker-dealer and the
registered representative, and current quotations for the securities. Finally,
the monthly statements must be sent disclosing recent price information for the
penny stocks held in the account and information on the limited market in penny
stocks. Consequently, these rules may restrict the ability of broker dealers to
trade and/or maintain a market in the company’s common stock and may affect the
ability of shareholders to sell their shares.







20








Holders





The
approximate number of holders of our Common Stock as of March 30, 2009 was
68.





Dividends





We have
never declared or paid any cash dividends on our common stock. We do not
anticipate paying any cash dividends to stockholders in the foreseeable future.
In addition, any future determination to pay cash dividends will be at the
discretion of the Board of Directors and will be dependent upon our financial
condition, results of operations, capital requirements, and such other factors
as the Board of Directors deem relevant.





Equity
Compensation Plan Information





As of the
end of our fiscal year ended December 31, 2007, we did adopt a form of an
incentive stock option plan.





As a
collateral agreement to the Agreement, following the completion of the
acquisition of AGI, the Company’s Board of Directors agreed to the adoption of
the Stock Option Plan and ratified it on January 25, 2007 effective as of
February 1, 2007 providing for the issuance of up to 5,225,000 shares of Common
Stock of the Company to the officers, directors, employees and consultants of
the Company and/or its subsidiaries. Pursuant to the Stock Option Plan, the
Company granted options to purchase an aggregate of 200,000 shares of common
stock at $1.50 per share to the newly appointed directors and officers that held
options to purchase ordinary shares of AGI following the completion of the
acquisition, as well as to the newly appointed directors and officers of the
Company.





The
principal terms and conditions of the stock options granted under the Stock
Option Plan are that vesting of the options granted to Directors of the Company
occurs in three stages: (1) 50% on January 25, 2008; (2) 25% on January 25,
2009; and (3) 25% on January 25, 2010. The options granted are exercisable at
$1.50 per share. Furthermore, the stock options granted under the Stock Option
Plan are generally non transferable other than to a legal or beneficial holder
of the options upon the option holder’s death. The rights to vested but
unexercised options cease to be effective: (1) 18 months after death of the
stock options holder; (2) 6 months after Change of Control of the Company; 12
months after loss of office due to health related incapacity or redundancy; or
(5) 12 months after the retirement of the options holder from a position with
AGI.





During
fiscal year 2007 the Company granted options to purchase an aggregate of 200,000
shares of common stock that were granted, the following stock options have been
granted to directors of the Company:





Name
            Stock
      Options Granted
            PositionRauno
      Perttu
            50,000
            President
      & Chief Executive Officer, DirectorHon.
      Edward Lawson
            50,000
            DirectorRichard
      Crofts
            50,000
            DirectorJeremy
      Caddy
            50,000
            Director








The
options granted to Hon. Edward Lawson and Richard Crofts have
expired.  As of December 31, 2008 the Company had cancelled all
outstanding options.





Recent
Sales of Unregistered Securities





During 2007 Fiscal
Year





On
January 22, 2007, per the terms of the Share Exchange Agreement entered into on
same date, subject to certain regulatory approval, we agreed to issue up to
24,496,668 shares of our Common Stock to the AGI Shareholders.





On
January 23, 2007 we completed a private placement for 200,000 units (the
“Units”) at a price of $1.50 per Unit for aggregate gross proceeds of $300,000.
Each Unit consists of one share of our Common Stock and one warrant (the
“Warrant”) entitling the holder to purchase one share of our Common Stock at an
exercise price of $2.50 per share for a period of one year commencing from the
date of purchase.





On June
1, 2007 we agreed to issue 50,000 shares of our Common Stock in relationship to
the purchase of the Jungo property.





21





Subsequent to January 1,
2008





The
Company re-issued 30,000,000 to shareholder who had those shares cancelled in
2007.





Fiscal
year ended December 31, 2008, 2007 and 2006





Information
regarding our sales of our unregistered securities for the fiscal years ended
December 31, 2007, 2006 and 2005, has been previously furnished in our Annual
Reports on Form 10-KSB, Quarterly Reports on Form 10-QSB and our Current Reports
on Form 8-K.





All of
the above offerings and sales were deemed to be exempt under rule 506 of
Regulation D and/or Section 4(2) of the Securities Act of 1933, as amended. No
advertising or general solicitation was employed in offering the securities. The
offerings and sales were made to a limited number of persons, all of whom were
accredited investors, business associates of PowerLinx, Inc., or executive
officers of PowerLinx, Inc., and transfer was restricted by PowerLinx, Inc., in
accordance with the requirements of the Securities Act of 1933, as amended. In
addition to representations by the above-referenced persons, we have made
independent determinations that all of the above-referenced persons were
accredited or sophisticated investors, and that they were capable of analyzing
the merits and risks of their investment, and that they understood the
speculative nature of their investment. Furthermore, all of the above-referenced
persons were provided with access to our Securities and Exchange Commission
filings.





Purchases
of Equity Securities by the Issuer and Affiliated Purchasers





None.





ITEM
      6.
            MANAGEMENT’S DISCUSSION AND
      ANALYSIS OF FINANCIAL CONDITION ANDRESULTS OF
      OPERATIONS





FORWARD
LOOKING STATEMENTS





Some of
the statements contained in this Current Report that are not historical facts
are "forward-looking statements" which can be identified by the use of
terminology such as "estimates," "projects," "plans," "believes," "expects,"
"anticipates," "intends," or the negative or other variations, or by discussions
of strategy that involve risks and uncertainties. We urge you to be cautious of
the forward-looking statements, that such statements, which are contained in
this Current Report, reflect our current beliefs with respect to future events
and involve known and unknown risks, uncertainties and other factors affecting
our operations, market growth, services, products and licenses. No assurances
can be given regarding the achievement of future results, as actual results may
differ materially as a result of the risks we face, and actual events may differ
from the assumptions underlying the statements that have been made regarding
anticipated events. Factors that may cause actual results, our performance or
achievements, or industry results, to differ materially from those contemplated
by such forward-looking statements include without limitation:





1.
Actions of regulatory agencies, changes in regulations and in interpretation of
regulations;





2. Our
ability to raise appropriate capital within expected time periods;





3.
Commodity price fluctuations;





4.
Availability of goods and services; and





5.
Variations in geological conditions.





All
written and oral forward-looking statements made in connection with this Current
Report that are attributable to us or persons acting on our behalf are expressly
qualified in their entirety by these cautionary statements. Given the
uncertainties that surround such statements, you are cautioned not to place
undue reliance on such forward-looking statements.







22





Plan
of Operation





We do not
have sufficient funds to conduct   work phases of further
drilling and assaying, and completion of the mine plan on the Basin Gulch
Property or the Jungo Property, we will require additional financing in order to
complete the work associated with the projected cost to initial production,
totaling estimated at $6,850,000. The entire estimated costs of our plan for
mining operations, assuming the diatreme targets for the Basin Gulch property
are $21,850,000. See Section 2.01 entitled “Projected Costs for Plan of Mining
Operations.”





Aultra’s
goals and objective for the current year will be adjusted according to the
availability of funds and changing market conditions.  Management has
identified several work programs for its Basin Gulch and Jungo properties which
vary in the amount of funding required from less than $1,000,000 to as much as
$22,000,000.  Management’s goal is to raise at least $2,000,000
to move these properties forward.  As additional funds become
available, management plans to continue to advance its current properties and
also plans the acquisition of additional properties which it has
identified.  Management’s goal is to perform additional evaluation and
exploration with a view to possibly obtaining a JV partner on those projects to
allow the Company to grow more quickly and to expand the Company’s project base.
 Management estimates that the initial cost to pursue this course of action
to be approximately $1,000,000.  In addition Management is reviewing
additional mineral properties throughout the world.  The acquisition of
such properties appears very attractive however such an approach would require
even more immediate or short term cash, in the range of $6,000,000.
 Management has had and will continue to have discussions both for
acquisitions and financing with the goal that both the properties and financing
can be arranged in a coordinated time frame.  Management’s focus in these
efforts is to enhance shareholder value and create a base of operations from
which future expansion and growth can occur.





Much of
the past year has been spent to obtaining trading status on the OTC as well as a
number of changes at the management and director level of the Company.
 While the effects from some of the changes continue, we believe that our
reorganizational efforts have been successful and a stronger and more experience
management team is in the process of being created, which will lay the
foundation of our future growth.





Basin
Gulch Management





Aultra
Gold’s Basin Gulch project in place in Montana is scheduled for development as
funding, which is not yet available, allows. Although Basin Gulch contains an
open-ended bulk-tonnage gold/silver system that contains extensive gold and
silver mineralization, with outstanding hypothetical high-grade exploration
targets untested, the current rules in Montana mean that a large-scale open pit
gold mine will be difficult to permit. Several local targets were discovered in
the previous exploration of the property. These may potentially be permitted and
developed in a short period of time, especially under the small miners
provisions in Montana. In addition, the property contains excellent targets for
bulk gold/silver mineralization within a nested diatreme complex and along
associated structures. These targets will be systematically explored. The
initial mineralization can be mined under Montana’s small mine provisions, so
permitting can be potentially completed in weeks instead of years, once funding
is available.





Our
officers and directors will handle our administrative duties with the help of
three consultants as discussed below. Mr. Rauno Perttu, our CEO, has more than
35 years in economic geology and management. He discovered and explored the
Basin Gulch property. AGI has discussed contract geological and engineering help
with experienced professionals, once funding is available.





The
contractor who, with funding, will initially develop the drift into the first
gold mineralized zone on the Basin Gulch property is Mr. William R. Hansen, a
veteran mining engineer who graduated from the school of mines in nearby Butte,
Montana. Mr. Hansen has his own drilling company and contract underground mining
business. He is familiar with Basin Gulch and is experienced with Montana’s
regulations and regulators. He brings his own experienced
miners.  Both Mr. Perttu and Mr. Hansen know and can quickly bring in
key consultants who are very knowledgeable and respected in the region, if
needed.





Under
Montana’s regulations, development at Basin Gulch can be initiated through a
step by step process beginning with a Small Miner’s exclusion that will allow
the adit (i.e. horizontal mine entry) to be started within a few weeks time
after the application is filed.





As a
result of the Exchange Agreement, (i) AGI became our wholly-owned subsidiary,
and (ii) we succeeded to the business of AGI, which was formed in January 2006,
as our sole business. Our results of operations for the fiscal year ended
December 31, 2006 are set forth on the audited financial statements filed as
part of this Annual Report. This discussion and analysis should be read in
conjunction with the financial statements and notes, and financial statements
and notes, included with this Annual Report.





23





Cost
and revenue assumptions—Basin Gulch





The focus
of our initial operating plan is aimed at the exploitation of a gold-bearing
breccia zone.  AGI then plans to


drift to
a secondary diatreme 200 feet beyond the breccia.As soon as funding
permits, AGI plans drilling of nearby known target areas of gold and silver
mineralization.





With
funding, AGI also plans permitting activities for a series of small sequential
cuts in an advancing test mine front, with corresponding sequential reclamation
to minimize environmental disturbance.  AGI’s goal will be to conduct
exploration of identified and potential gold and silver zones with the intent of
finding sufficient new underground reserves to allow continuous
operations.  AGI also plans to drill deep diatreme targets as early as
funding and permitting allow.  If a large high-grade “boiling zone”
deposit is discovered, it will be incorporated into future development
plans.





Until we
realize production from the Basin Gulch Property we will not generate
significant revenues and may not be successful. Once we are able to start, if we
can’t generate sufficient revenues to continue operations, we will be forced to
suspend or cease operations.





Limited
Operating History- Need for Additional Capital





There is
limited historical information about us upon which to base an evaluation of our
performance. We are at an exploration stage operation and have had limited
revenues. We cannot guarantee that we will be successful in our business
operations. Our business is subject to risks inherent in the establishment of a
new business enterprise. We must raise approximately $3.5 to $5 million in
planned equity financing and three trenches of $5 million each in debt financing
over the next three years in order to carry-out our Plan of Operations as
discussed further above.





We have
no assurance that future financings will be available to us on acceptable terms.
If financing is not available to us on acceptable terms, we may be unable to
continue our operations.





Results
of Operations for the Period from Inception through December 31,
2008





We have
earned a minimal amount of  revenues from our incorporation on January
26, 2005 to December 31, 2008.  We do not anticipate earning revenues
unless we enter into commercial production on the Basin Gulch Property, which
will not happen for the foreseeable future.  We have not commenced the
exploration stage of our business and can provide no assurance that we will
discover economic mineralization on the property, or if such minerals are
discovered, that we will enter into commercial production.





We
incurred operating expenses in the amount of $633,870 for fiscal 2008 compared
to $480,487 for fiscal 2007. These operating expenses were comprised of mineral
property costs of $136,834 (2007 $ 172,414), transfer agent costs of $4,049,
professional fees of $227,041 (2007-$20,944) filing fees of $4,049 (2007 $4,691)
and office, bank charges and other sundries, of $20.9444.  The
professional fees for 2008 include the accrued costs of the Canadian judgement
which although dispute and will be contested in the US has been reflected in the
financial statements.





We have
not attained profitable operations and are dependent upon obtaining financing to
pursue exploration activities.  For these reasons our auditors believe that
there is substantial doubt that we will be able to continue as a going
concern.





General
and Administrative Expenses





General
and administrative expense consisted of accounting and professional fees and
other general expenses. General and administrative expenses for the for the
fiscal year ended December 31, 2008 were $ 633,870, as compared to $480,487 for
the fiscal year ended December 31, 2007 The primary reason for the increase in
general and administrative expenses was professional fees in particular the
accrual for the Canadian judgment.





Net
income (loss) for the fiscal year ended to December 31, 2008 was a loss of
($633,870), as compared to a net loss of ($480,487) for the fiscal year ended
December 31, 2007.







24








Liquidity
and Capital Resources





At
December 31, 2008, our cash was $-0- and we had currently liabilities of
$946,243. Since our inception on January 26, 2005, to the end of the period
ended December 31, 2008, we have incurred losses of $1,230,048. We attribute our
net loss to having no revenues to offset our operating expenses.





For the
period ended December 31, 2008, net cash used in investing activities was
$75,000, resulting from investments made in our mineral properties.





We have
no cash flow from operations and do not have cash and or equivalents to meet our
core operational requirements for the next 12 months, but we will also be
required to raise additional working capital to fund our Plan of Mining
Operations of approximately $3.5 to $5 Million in planned equity financing and
three trenches of $5 Million each in debt financing over the next three years in
order to carry-out the Plan of Operations as discussed further above.





We have
no assurance that future financings will be available to us on acceptable terms.
If financing is not available to us on acceptable terms, we may be unable to
continue our operations. Should our costs and expenses prove to be greater than
we currently anticipate, or should we change our current Plan of Mining
Operations in a manner that will increase or accelerate our anticipated costs
and expenses, such as through the acquisition of new properties, the depletion
of our working capital would be accelerated. To the extent that it becomes
necessary to raise additional cash in the future as our current cash and working
capital resources are depleted, we will seek to raise it through the public or
private sale of debt or equity securities, the procurement of advances on
contracts or funding from joint-venture or strategic partners, debt financing or
term loans, or a combination of the foregoing. We also may seek to satisfy
indebtedness without any cash outlay through the private issuance of debt or
equity securities.





We have
no assurance that future financings will be available to us on acceptable terms.
If financing is not available to us on acceptable terms, we may be unable to
continue our operations.





Future
Plans





Aultra’s
goals and objective for the current year will be adjusted according to the
availability of funds and changing market conditions.  Management has
identified several work programs for its Basin Gulch and Jungo properties which
vary in the amount of funding required from less than $1,000,000 to as much as
$22,000,000.  Management’s goal is to raise at least $2,000,000
to move these properties forward.  As additional funds become
available, management plans to continue to advance its current properties and
also plans the acquisition of additional properties which it has
identified.  Management’s goal is to perform additional evaluation and
exploration with a view to possibly obtaining a JV partner on those projects to
allow the Company to grow more quickly and to expand the Company’s project base.
 Management estimates that the initial cost to pursue this course of action
to be approximately


$1,000,000.
 In addition Management is reviewing additional mineral properties
throughout the world.  The acquisition of such properties appears very
attractive however such an approach would require even more immediate or short
term cash, in the range of $6,000,000.  Management has had and will
continue to have discussions both for acquisitions and financing with the goal
that both the properties and financing can be arranged in a coordinated time
frame.  Management’s focus in these efforts is to enhance shareholder value
and create a base of operations from which future expansion and growth can
occur.





Much of
the past year has been spent to obtaining trading status on the OTC as well as a
number of changes at the management and director level of the Company.
 While the effects from some of the changes continue, we believe that our
reorganizational efforts have been successful and a stronger and more experience
management team is in the process of being created, which will lay the
foundation of our future growth.








25








Critical
Accounting Policies





Our
discussion and analysis of our financial condition and results of operations are
based upon our financial statements, which have been prepared in accordance with
accounting principles generally accepted in the United States of America. The
preparation of these consolidated financial statements requires us to make
estimates and judgments that affect the reported amounts of assets, liabilities,
revenues and expenses, and related disclosures of contingent assets and
liabilities. For a description of those estimates, see Note 3, Significant
Accounting Policies, contained in the explanatory notes to our audited financial
statements for the year ended December 31, 2008, contained in this Current
Report. On an on-going basis, we evaluate our estimates, including those related
to reserves, deferred tax assets and valuation allowance, impairment of
long-lived assets, fair value of equity instruments issued to consultants
for


services
and estimates of costs to complete contracts. We base our estimates on
historical experience and on various other assumptions that we believe to be
reasonable under the circumstances, the results of which form the basis for
making judgments about the carrying value of assets and liabilities that are not
readily apparent from other sources. Actual results may differ from these
estimates under different assumptions or conditions; however, we believe that
our estimates, including those for the above-described items, are reasonable.





Revenue
Recognition





Revenue
is recognized when the product is shipped to a customer, or in the limited
circumstances, at destination, when terms provide that title passes at
destination. Estimated amounts for sales returns and allowances are recorded at
the time of sale.





Recent
Accounting Pronouncements





FASB
Interpretation No 47, “Accounting for Conditional Asset Retirement Obligations”
(“FIN 47”) was issued in March 2005 and clarifies the accounting prescribed
in SFAS No. 143, “Accounting for Asset Retirement Obligations”. FIN 47
requires the recognition of a liability for the fair value of a conditional
asset retirement obligation if the fair value can be reasonably estimated, even
though uncertainty exists as to the timing and method of settlement. Management
is currently evaluating the requirements of FIN 47 and has not yet determined
the impact on the financial statements.





FASB
Interpretation No 48, “Accounting for Uncertainty in Income Taxes — an
interpretation of FASB Statement No. 109” (“FIN 48”), was issued in
July 2006. This interpretation clarifies the accounting for uncertainty in
income taxes recognized in an entity’s financial statements in accordance with
SFAS No. 109, “Accounting for Income Taxes.” It prescribes a recognition
threshold and measurement attribute for financial statement disclosure of tax
positions taken, or expected to be taken, on a tax return. The Company will be
required to adopt FIN 48 in the first quarter of fiscal 2008. Management is
currently evaluating the requirements of FIN 48 and has not yet determined the
impact on the financial statements.





In
September 2006, the FASB issued SFAS No. 157, “Fair Value Measurement”
(“SFAS 157”), which defines fair value, establishes a framework for measuring
fair value and expands disclosures about assets and liabilities measured at fair
value. The Company will be required to adopt SFAS 157 in the first quarter of
fiscal 2009. Management is currently evaluating the requirements of SFAS 157 and
has not yet determined the impact on the financial statements.





In
September 2006, the FASB issued SFAS No. 158 (“SFAS 158”), “Employers’
Accounting for Defined Benefit Pension and Other Postretirement Plans — an
amendment of FASB Statements No. 87, 88, 106, and 132(R).” SFAS 158
requires an employer to recognize a plan’s funded status in its statement of
financial position, measure a plan’s assets and obligations as of the end of the
employer’s fiscal year and recognize the changes in a defined benefit
postretirement plan’s funded status in comprehensive income in the year in which
the changes occur. The Company will be required to recognize the funded status
of benefit plans and adopt the new disclosure requirements effective
August 31, 2007. The Company will be required to measure plan assets and
benefit obligations as of the date of the fiscal year-end statement of financial
position effective August 31, 2009. Management is currently evaluating the
requirements of SFAS 158, but based on the current funded status of the plans,
management does not anticipate SFAS 158 will have a material impact on the
Company's financial statements.





26





ITEM
      7.
            FINANCIAL
      STATEMENTS.





See
attached exhibit





ITEM
      8.
            CHANGES
      IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
      DISCLOSURE





Previous
independent registered public accounting firm.





(i) As of
August 31, 2006, the Company elected to engage Moore & Associated,
Chartered, the new accountant, in place of Telford Sadovnick P.L.L.C., the
former accountant.


(ii) The
company was first known as Katie Gold Corp. On March 21, 2006 the Company
changed its name to Morningstar Industrial Holdings Corp. by certificate of
Amendment. On April 26, 2006 by Articles of Merger, the Company merged with a
private Nevada company named New World Entertainment Corp. and assumed that
name. Telford Sadovnick P.L.L.C. issued a Report of Independent Public
Accounting Firm on the financial statements of Katie Gold Corp. for the period
January 26, 2005 (inception) to December 31, 2005. During the period that
Telford Sadovnick P.L.L.C produced its report on the financial statements there
did not contain any adverse
opinion or a disclaimer of opinion, and there was nothing qualified or modified
as to the uncertainty, audit scope, or accounting principles. In the auditor’s
report Telford Sadovnick P.L.L.C. expressed doubt about our ability to continue
as a going concern.


(iii) The
decision to change accountants was approved by the board of
directors.


(iv)
During the period of engagement between the company and Telford Sadovnick
P.L.L.C. there were no disagreements on any matter of accounting principles or
practices, financial statement disclosure, or auditing scope of procedure, which
disagreement(s), if not resolved to the satisfaction of Telford Sadovnick
P.L.L.C., would have caused it to make reference to the subject matter of the
disagreement(s) in connection with its report.





The
Company has authorized Telford Sadovnick P.L.L.C. to respond fully to any
inquiries from Moore & Associates, Chartered, the Company’s subsequently
engaged independent registered public accounting firm (as discussed below),
regarding the material weaknesses discussed above.





The Company has provided Telford
Sadovnick P.L.L.C. with a copy of the above disclosures. The Company has
requested Telford Sadovnick P.L.L.C. to furnish the Company with a letter
addressed to the Securities and Exchange Commission stating whether or not
Telford Sadovnick P.L.L.C. agrees with the statements made herein above and, if
not, stating in which respects Telford Sadovnick P.L.L.C. does not agree. A copy
of such letter was filed as Exhibit 16.1 to the Company’s Current Report filed
with the SEC on Form 8-K on September 8, 2006.





New
independent registered public accounting firm.





Moore
& Associates, Chartered, the new independent accountant, has been engaged as
the principal accountant to audit our financial statements. The date of such
engagement is August 31, 2006. We (or someone on our behalf) have not consulted
with Moore & Associates, Chartered regarding:








(i)
            the
      application of accounting principles to a specified transaction, either
      completed or proposed; or the type of audit opinion that might be rendered
      on the registrant’s financial statements, and either a written report was
      provided to the registrant or oral advice was provided that the new
      accountant concluded was an important factor considered by the registrant
      in reaching a decision as to the accounting, auditing or financial
      reporting issue; or


(ii)
            any
      matter that was either the subject of a disagreement (as defined in
      paragraph 304(a)(1)(iv) of Regulation S-B and the related
      instructions to this item) or a reportable event (as described in
      paragraph 304(a) (1) (v) of Regulation
  S-B).







27





ITEM
      8A (T).
            CONTROLS
      AND PROCEDURES





Item 8A
(T).


Controls
and Procedures





Item
8A (T).  Controls and Procedures





The
President of Aultra Gold Inc. acts both as our chief executive officer and
principal accounting officer and is responsible for establishing and maintaining
disclosure controls and procedures for the company.





We are required to maintain disclosure controls and procedures,
as such term is defined in Rule 13a-15(e) under the Securities Exchange Act of
1934, that are designed to ensure that information required to be disclosed in
our Exchange Act reports is recorded, processed, summarized and reported within
the time periods specified in the SEC rules and forms, and that such information
is accumulated and communicated to our management, including our CEO and CFO, to
allow timely decisions regarding required disclosure. As of December 31, 2008 we
conducted an evaluation, under the supervision, and with the
participation of management, Rauno Perttu, acting as our chief executive officer
and principal accounting officer, of the effectiveness of the design and
operation of our disclosure controls and procedures.





Based on
this evaluation, our chief executive officer and principal accounting officer
concluded that, as of the end of the fiscal period ending
December 31, 2008 our disclosure controls and procedures were not
effective to ensure that the information required to be disclosed in reports we
submit under the Exchange Act is recorded, processed, summarized and reported
within the time periods specified in the applicable rules and forms, and that
such information was accumulated and communicated to our chief executive officer
and principal accounting officer in a manner that allowed for timely decisions
regarding required disclosure.





Management
does not expect that our Disclosure Controls and internal controls will prevent
all errors and all fraud. A control system, no matter how well conceived and
operated, can provide only reasonable, not absolute, assurance that the
objectives of the control system are met. Further, the design of a control
system must reflect the fact that there are resource constraints, and the
benefits of controls must be considered relative to their costs. Because of the
inherent limitations in all control systems, no evaluation of controls can
provide absolute assurance that all control issues and instances of fraud, if
any, within the Company have been detected. These inherent limitations include
the realities that judgments in decision-making can be faulty, and that
breakdowns can occur because of a simple error or mistake. Additionally,
controls can be circumvented by the individual acts of some persons, by
collusion of two or more people, or by management or board override of the
control.





The
design of any system of controls also is based in part upon certain assumptions
about the likelihood of future events, and there can be no assurance that any
design will succeed in achieving its stated goals under all potential future
conditions; over time, controls may become inadequate because of changes in
conditions, or the degree of compliance with the policies or procedures may
deteriorate. Because of the inherent limitations in a cost-effective control
system, misstatements due to error or fraud may occur and not be
detected.





MANAGEMENT'S
REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING





Our
management is responsible for establishing and maintaining adequate internal
control over financial reporting. Internal control over financial reporting is
defined in Rule 13a-15(f) or 15d-15(f) promulgated under the Securities Exchange
Act of 1934 as a process designed by, or under the supervision of, the company's
CEO and CFO and effected by the company's board of directors, management and
other personnel, to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external
purposes in accordance with accounting principles generally accepted in the
United States of America and includes those policies and procedures that:
pertain to the maintenance of records that in reasonable detail accurately and
fairly reflect the transactions and dispositions of the assets of the company;
provide reasonable assurance that transactions are recorded as necessary to
permit preparation of financial statements in accordance with accounting
principles generally accepted in the United States of America and that receipts
and expenditures of the company are being made only in accordance with
authorizations of management and directors of the company; and provide
reasonable assurance regarding prevention or timely detection of unauthorized
acquisition, use or disposition of the company's assets that could have a
material effect on the financial statements.





Because
of its inherent limitations, internal control over financial reporting may not
prevent or detect misstatements.  Projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree of compliance
with the policies or procedures may deteriorate. All internal control systems,
no matter how well designed, have inherent limitations. Therefore, even those
systems determined to be effective can provide only reasonable assurance with
respect to financial statement preparation and presentation. Because of the
inherent limitations of internal control, there is a risk that material
misstatements may not be prevented or detected on a timely basis by internal
control over financial reporting. However, these inherent limitations are known
features of the financial reporting process. Therefore, it is possible to design
into the process safeguards to reduce, though not eliminate, this
risk.





As of
December 31, 2008 management assessed the effectiveness of our internal control
over financial reporting based on the criteria for effective internal control
over financial reporting established in Internal Control--Integrated Framework
issued by the Committee of Sponsoring Organizations of the Treadway Commission
("COSO") and SEC guidance on conducting such assessments. Based on that
evaluation, they concluded that, during the period covered by this report, such
internal controls and procedures were not effective to detect the inappropriate
application of US GAAP rules as more fully described below. This was due to
deficiencies that existed in the design or operation of our internal controls
over financial reporting that adversely affected our internal controls and that
may be considered to be material weaknesses.





28
 
  I dentified
Weaknesses
 
 The
matters involving internal controls and procedures that our management
considered to be material weaknesses under the standards of the Public Company
Accounting Oversight Board was the lack of a functioning audit committee due to
a lack of a majority of independent members and a lack of a majority of outside
directors on our board of directors, resulting in ineffective oversight in the
establishment and monitoring of required internal controls and
procedures.
 
 -We
omitted to disclose of our “Management’s Annual Report on Internal Control over
Financial Reporting” in our initial Annual Report filed on Form 10-KSB for the
fiscal year ended December 31, 2007;
 
 - During
2007, we did not timely file our Quarterly Report on Form 10-Q for the six
months ending June 30, 2007 and our Annual Report for year ending December 31,
2007;
 
 -We lack
sufficient trained personnel with experience in accounting and financial
reporting functions due to the size of our Company and our lack of financial
resources to pay such personnel; and
 
 -We do
not have a sufficient number of employees to adequately segregate accounting
duties to provide for sufficient internal controls.
 
 These
material weaknesses were first identified by Mr. Perttu in connection with the
preparation and review of our unaudited financial statements as of September 30,
2008 in or about November 2008.
 
 Management
also believes that the lack of a functioning audit committee and the lack of a
majority of outside directors on our board of directors results in ineffective
oversight in the establishment and monitoring of required internal controls and
procedures, which could result in a material misstatement in our financial
statements in future periods.
 
 Management's
Remediation Initiatives
 
 In an
effort to remediate the identified material weaknesses and other deficiencies
and enhance our internal controls, we have initiated a plan to appoint one or
more outside directors to our board of directors who shall be appointed to an
audit committee resulting in a fully functioning audit committee who will
undertake the oversight in the establishment and monitoring of required internal
controls and procedures such as reviewing and approving estimates and
assumptions made by management.
 
 Management
believes that the appointment of one or more outside directors, who shall be
appointed to a fully functioning audit committee, will remedy the lack of a
functioning audit committee and a lack of a majority of outside directors on our
Board.  While we are actively seeking outside members, including
candidates with accounting experience, we cannot provide any assurance that we
will be successful. Given the size of our company, lack of revenues and current
lack of financing to continue with our business, it is unlikely that anyone will
agree to join our Board until general economic conditions and our own business
prospects improve significantly.
 
  29
 
 Changes in Internal Control Over
Financial Reporting.
 
 During
the fiscal quarter ended December 31, 2008, there were no changes in our
internal controls over financial reporting that we believe could materially
affect, or is reasonably likely to materially affect, our internal controls over
financial reporting.
 
 This
Annual Report does not include an attestation report of the Company’s registered
accounting firm regarding internal control over financial reporting.
Management’s report was not subject to attestation by the company’s registered
public accounting firm pursuant to temporary rules of the SEC.
 
 
 ITEM
      8B.
              OTHER
      INFORMATION
 
 None.
 
  30
 
 
 
 PART
III
 
 ITEM 9:
              DIRECTORS,
      EXECUTIVE OFFICERS, PROMOTERS, CONTROL PERSONS AND CORPORATE GOVERNANCE;
      COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE
  ACT.
 
 Executive
Officers and Directors
 
 The following table sets forth
information regarding our directors and executive officers as of March 1, 2009,
who are our directors and executive officers:
 Name
              Age
              Position
              Director
      SinceRauno
      Perttu (1)
              61
              President,
      Chief Executive Officer and Director
              January
      2007Hon.
      Edward Lawson (5)Richard
      Crofts
              68
              Director
              January
      2007Baljinder
      Bhullar (2)
              37
              Chief
      Financial Officer and DirectorJeremy
      Caddy (2)John
      Yee
              62
              Director
      and Corporate Secretary
              October
      2007Michelle
      Dobson (4)
 
 On October 12, 2007, Rauno Perttu
became the interim Chief Financial Officer upon the resignation of Ms. Baljinder
Bhullar
 
 (2) On March 22, 2007 Jeremy Caddy
resigned as our director and Ms. Baljinder Bhullar was appointed as a member of
our board of directors to fill the corresponding vacancy
created.   On October 12. 2007 Ms. Bhullar resigned as a
director.
 
 (3)
Appointed a director and Corporate Secretary on October 12. 2007
 
 (4)
Appointed as the CEO, President, CFO and sole director of the Company on April
1, 2006. Subsequently, Ms. Dobson resigned as the Company’s CEO, President, CFO
and sole director on January 22, 2007.
 
 On
October 12, 2007 Mr. Lawson resigned as a director of the Company.
 
 Set forth
below is a biographical description of each director and senior executive
officer of the Company and AGI based on information supplied by each of
them.
 
 Rauno Perttu - President and
Chief Executive Officer, Interim Chief Financial Officer, Director
 
 Mr. Rauno
Perttu age 63, acts as the President, Secretary and Director of the Company
effective January 22, 2007. An academically distinguished geologist with a M.S.
in Geology, Mr. Perttu is a registered Engineering Geologist in Oregon who has
held senior positions with some of North America’s leading resource companies.
At the Kennecott Corporation, he initially worked as a senior geologist, was
later promoted to Coal Manager, and then to Director of Business Development.
Before Kennecott, Mr. Perttu held senior geologist positions at Gulf Minerals,
Resources International, and Pacific Power and Light Company. For the last 20
years, he has worked as a consultant, initiating and managing exploration and
development programs in North America, Chile, Columbia, and Venezuela. He has
been involved in the discovery of gold and silver deposits in Montana, Utah, and
Nevada. He has 36 years of experience in economic geology. He has evaluated
companies for acquisition and commodities for diversification. He has worked
internationally in all phases of mineral and metals exploration, evaluation, and
development. Mr. Perttu has managed modest sized to major projects and programs
from the initial conceptual stage through all the subsequent steps, including
discovery, acquisition, and determination of economic feasibility, development
and production. This background has given him experience in, not only the
technical, but also the business aspects of the mineral industry.
 
 Richard Crofts -
Director
 
 Richard
Crofts is a resident of France and the United Kingdom.  Richard
Crofts is originally from Edinburgh, yet his years in the financial
services field have taken him throughout the world. The majority of Richard's
experience has been in Risk and Insurance related business as well as Mergers
and Acquisitions. Throughout his professional career, he has sat on the Board of
Directors for several European companies in the Insurance/Reinsurance
Credit and Financial Products industries. He has also advised numerous Gas,
Oil and Mining ventures, primarily with respect to insurance risk and
credit.
 
 In 2001,
Richard founded Euramca SA, a private insurance consulting firm based out
of Paris, France.  In October 2003, Richard was appointed to the Board of
Directors of the Benjamin Rothschild Reinsurance Group.  In late 2004, he
co-founded Groupe PARI, an insurance and reinsurance consultancy firm based out
of Paris, France and Algiers, Algeria. Richard Crofts was appointed to the board
of Global Developments in November 2006.
 
  31
 
 
 John
Yee Corporate Secretary and Director
 
 John K.
Yee, age 62,  real estate developer, involved in many large land and
housing projects in the lower mainland Canada British Columbia and US States.
for the past 30 years.
 
 Mr. Yee
spent 15 years in the golf and hospitality industries in the United States
Canada and Asia. Mr. Yee has a multinational background and was involved in
numerous ventures in the US, Canada, Japan and more specifically in the Far
East. In 1994 Mr. Yee was appointed Director of Goldrush Casino and Mining
Cooperation (“Goldrush”), a Vancouver Stock Exchange listed company GDH which is
no longer in operation. He then became President and Director of Goldrush during
1995 to 1996, to oversee the business plans of the Company.
 
 The
Company’s mining property was in Black Hawk, Colorado with hotel and casino
properties in Colorado and Las Vegas.
 
 In 2003
to 2005 Mr. Yee was the Chairman of Magnum d’Or Resources Inc. an OTC public
listed Company (Symbol MAG.OB). Under his management, Magnum acquired large gold
and copper potential properties in Mongolia. The Shandi property is in an
excellent geological region and borders the famous Ivanhoe Mines as well as
International Uranium Corp. In 2004 Mr. Yee was also instrumental in acquiring
another significant property in upper Mongolia the Khul Morit for Magnum and was
instrumental in a JV structure with Placer Dome for the Khul Morit Mongolian
Property.
 
 Currently
Mr. Yee is serving as director for 3 other private mining Companies.
  Board
Committees:
 
 At this
time, the board has no committees, including an audit, nominating or
compensation committee, but the Company intends to create such committees
sometime during the fiscal year ending December 31, 2007. Furthermore, our Board
of Directors intends to form an Audit Committee based on the following
terms.
 
 Members
of our audit committee will serve for a term or terms as determined by our Board
of Directors. The purpose of the Audit Committee of the Board of Directors of
the Company will be to provide assistance to the Board in fulfilling its
responsibility relating to oversight of corporate accounting, reporting
practices of the Company, the quality and integrity of the financial reports of
the Company, the Company's compliance with legal and regulatory requirements,
the qualifications and independence of the Company's independent auditors and
the performance of the Company's independent auditors and internal audit
function. The Committee shall maintain free and open communication between the
directors, the independent auditors, the internal auditor and the financial
management of the Company.
 
 The
Committee shall be composed of at least three directors who are independent of
the management of the Company and are free of any relationship that, in the
opinion of the Board of Directors, would interfere with their exercise of
independent judgment as Committee members. All members of the Committee must
have a working familiarity with basic finance and accounting practices and shall
meet the independence, experience and expertise requirements of the New York
Stock Exchange and other applicable laws and regulations (including SEC Rule
10A-3). At least one member of the Committee must have accounting or related
financial management expertise as defined by the Securities and Exchange
Commission (the "SEC") and, in the judgment of the Board of Directors, be
capable of serving the functions expected of an audit committee financial
expert.
 
 Nominating
Committee
 
 At this
time, our board of directors does not have a nominating committee. Since the
filing of our annual report for the fiscal year ended December 31, 2007, there
have not been any material changes to the procedures by which our security
holders may recommend nominees to our board of directors.
 
 Family
Relationships
 
 There are
no family relationships among any of our officers or other
directors
  32
 
 
 Compliance
With Section 16(A) Of The Exchange Act
 
 Section
16(a) of the Securities Exchange Act of 1934 requires our directors and
executive officers and persons who beneficially own more than ten percent of a
registered class of our equity securities to file with the SEC initial reports
of ownership and reports of change in ownership of common stock and other equity
securities of our Company. Officers, directors and greater than ten percent
stockholders are required by SEC regulations to furnish us with copies of all
Section 16(a) forms they file. To our knowledge, the following persons have
failed to file, on a timely basis, the identified reports required by Section
16(a) of the Exchange Act, as of December 31, 2007:
 Name
      & Relationship
              
              Number
      of Late Reports
              
              Transactions
      not Timely Reported
              
              Known
      Failure to File a Required FormJohn
      YeeRauno
      Perttu
 
 Code
of Ethics
 
 As of the
date of this Annual Report, the Company has not adopted a Code of Ethics (the
“Code of Ethics”) applicable to the Company’s principal executive, financial and
accounting officer or persons performing similar functions. The Company intends
to adopt the Code of Ethics sometime in the second calendar quarter of
2008.
 
 ITEM
      10:
              EXECUTIVE
      COMPENSATION.
 
 The
following table sets forth information concerning the total compensation that
the Company has paid or that has accrued on behalf of Company’s chief executive
officer and other executive officers with annual compensation exceeding $100,000
during the years ended December 31, 2008. None of the Company’s officers
received compensation in excess of $100,000 during any of the year ended
December 31, 2008.
 Summary
Compensation Table
  Name
      & Principal Position
              
              Year
              
              Salary
      ($)
              
              
              Bonus
      ($)
              
              
              Stock
      Awards($)
              
              
              Option
      Awards ($) *
              
              
              Non-Equity
      Incentive Plan Compensation ($)
              
              
              Change
      in Pension Value and Non-Qualified Deferred Compensation Earnings
      ($)
              
              
              All
      Other Compensation ($) (1)
              
              
              Total
      ($)Rauno
      Perttu
                CEO,
      President and Director (1)
              
              2006
              
              
              -
              
              
              
              --
              
              
              
              --
              
              
              
              --
              
              
              
              --
              
              
              
              --
              
              
              
              --
              
              
              
              -
 
 (1) Appointed as the CEO, President and Director of
the Company on January 22, 2007.
 
 The
following table sets forth the compensation earned by the Company’s Chief
Executive Officer during the fiscal year ended December 31, 2007, and other
executive officers whose annual compensation exceeded $100,000 during any of the
fiscal year ended December 31, 2007. None of the Company’s officers received
compensation in excess of $100,000 during fiscal year ended December 31,
2007.
 
 Annual
                Compensation
              
              Long-term
                compensation
              
              PayoutsName & Principal
                Position
              
              Year
              
              Salary
                $
              
              Bonus
                $
              
              Restricted
                Stock
                Awards
              
              Number
                of
                Options
              
              LTIP
                payouts
                ($)
              
              All
                other
                Compen
                sa-
                Tion
                ($)Ro    Rauno
      Perttu
              
              
              2007
              
              0
              
              
              0
              
              0
              
              
              0
              
              0
              
              $
              0C
      Pr  President and Director (1)
  (1)
              Resigned
      as the Company’s CEO, President and sole Director on March 31, 2006.
 
  33
 
 
 The following table sets forth
information concerning the total compensation that AGI has paid or that has
accrued on behalf of AGI’s chief executive officer and other executive officers
with annual compensation exceeding $100,000 from inception on January 1, 2007 to
December 31, 2008.
  Summary
Compensation Table
  Name
      & Principal Position
              
              Year
              
              Salary
      ($)
              
              
              Bonus
      ($)
              
              
              Stock
      Awards($)
              
              
              Option
      Awards ($) *
              
              
              Non-Equity
      Incentive Plan Compensation ($)
              
              
              Change
      in Pension Value and Non-Qualified Deferred Compensation Earnings
      ($)
              
              
              All
      Other Compensation ($) (1)
              
              
              Total
      ($)Rauno
      Perttu
                CEO,
      President and Director
              
              2008
              
              $
              120,000
              
              
              
              --
              
              
              
              --
              
              
              
              --
              
              
              
              --
              
              
              
              --
              
              
              
              --
              
              
              $
              120,000
 
 (1) With
the exception of reimbursement of expenses incurred by our named executive
officers during the scope of their employment, none of the named executive
received any other compensation, perquisites or personal benefits in excess of
$10,000.
 
 OUTSTANDING
EQUITY AWARDS AT FISCAL YEAR-END
 
 During
our fiscal year ended December 31, 2007, we did adopt a form of an incentive
stock option plan.
 
 Employment
and Consultancy Agreements
 
 On
January 31, 2006, AGI entered into an Employment Agreement (the “Employment
Agreement”) with Mr. Rauno Perttu to employ Mr. Perttu as its CEO and President.
On January 22, 2007, AGI was acquired by the Company pursuant to the terms of
the Agreement. In connection with this acquisition, Mr. Perttu agreed to serve
as the CEO, President and a director of the Company under the terms of the
Employment Agreement and will be compensated for the provision of such services
to the Company pursuant to the Employment Agreement. The following are the
material terms of the Employment Agreement:
 
 · Mr. Perttu is
entitled receive an annual salary of $120,000 per year. The Employment Agreement
provides for continuous employment without a set date of termination. AGI may
terminate Mr. Perttu employment when Mr. Perttu shall reach such age as AGI’s
Board of Directors determines as the appropriate retirement age for the senior
employees of company. Mr. Perttu may terminate his employment with the company
upon not less than 3 months notice. AGI also provides Mr. Perttu with Director’s
Liability Insurance and contributes to his pension. Additionally, AGI may
terminate Mr. Perttu’s employment agreement upon not less than 6 months notice.
Pursuant to the Termination of Control protection, upon termination of Mr.
Perttu employment due to a change of control of AGI, Mr. Perttu is entitled to
severance pay. The severance pay is equal to three times the amount of Mr.
Perttu’s compensation package, as further defined in the Employment
Agreement.
 
 The
Company has not entered into any other employment agreements with any of its
other officers or directors.
 
 Director
Compensation
 
 The
following table sets forth with respect to each named director, compensation
information inclusive of equity awards and payments made in the fiscal year
ended December 31, 2007.
 
 Name
                (a)
              Fees
      Earned or Paid in Cash
                ($)
                (b)
              Stock
      Awards
                ($)
                (c)
              Option
                Awards
      ($)
                (d)
              Non-Equity
      Incentive Plan Compensation ($)
                (e)
              Change
      in Pension Value and Nonqualified Deferred Compensation
      Earnings
                (f)
              All
      Other Compensation
                ($)
                (g)
      (3)
              Total
                ($)
                (h)Rauno
      Perttu (1)
              --
              --
              --
              --
              --
              --
              --Richard
      Crofts (1)John
      Yee (1)
              --
              --
              --
              --
              --
              --
              --
  (1)
              With
      the exception of reimbursement of expenses incurred by our directors
      during the scope of their services, none of the named executive received
      any other compensation, perquisites, and personal benefits in excess of
      $10,000.
 
 
 34
 
 Currently,
the Company’s directors that are non-officers of the Company do not receive a
cash retainer annually nor do they receive any remuneration for attendance at a
board meeting, other than reimbursement for travel expenses.
 
 ITEM
      11:
              SECURITY
      OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
      STOCKHOLDER MATTERS.
 
 The
following table sets forth certain information, as of March 30, 2009 with
respect to the beneficial ownership of the Company's outstanding common stock
following the acquisition of AGI by (i) any holder of more than five (5%)
percent; (ii) each of the named executive officers, directors and director
nominees; and (iii) our directors, director nominees and named executive
officers as a group. Except as otherwise indicated, each of the stockholders
listed below has sole voting and investment power over the shares beneficially
owned.
  Name
      of Beneficial Owner
              Common
      Stock Beneficially Owned (1)
              Percentage
      of Common Stock (1)Rauno
      Perttu (2)
              35,100,000(5)
              36.51%John
      Yee
              -0-
              0.00%Richard
      Crofts (2)
              100,000
              0.152%Strategic
      Minerals Inc. (3)
              20,000,000(5)
              20.80%Aultra
      Gold Capital Inc. (3)
              9,325,000
              9.70%All
      officers and directors as a group (3 persons)
              55,200,000(5)
              57.41%  (1)
              Applicable
      percentage ownership is based on 96,146,668 shares of common stock
      outstanding as of March 30, 2009, together with securities exercisable or
      convertible into shares of common stock within 60 days of March 1, 2008
      for each stockholder Beneficial ownership is determined in accordance with
      the rules of the Securities and Exchange Commission and generally includes
      voting or investment power with respect to securities. Shares of common
      stock that are currently exercisable or exercisable within 60 days of
      March 30, 2009 are deemed to be beneficially owned by the person holding
      such securities for the purpose of computing the percentage of ownership
      of such person, but are not treated as outstanding for the purpose of
      computing the percentage ownership of any other person.(2)
              The
      address for these directors is 120 North 5th Street, Jacksonville Oregon
      97530.(3)
              The
      address for this beneficial shareholder is 120 North 5th Street,
      Jacksonville Oregon 97530(4)
              The
      address for this beneficial shareholder is c/o Hallmark Bank & Trust
      Ltd., PO Box 656, Tropicana Plaza, Providenciales, Turks & Caicos
      Islands, British West Indies.(5)
              The
      shares listed for Strategic Minerals Inc are beneficially owned by Rauno
      Perttu
 
 
 Equity
Compensation Plan Information
 
 As
of the end of our fiscal year ended December 31, 2007, we did adopt a form of an
incentive stock option plan.
 
 2007
Stock Option Plan
 
 As a
collateral agreement to the Agreement, following the completion of the
acquisition of AGI, the Company’s Board of Directors agreed to the adoption of
the Stock Option Plan and ratified it on January 25, 2007 effective as of
February 1, 2007 providing for the issuance of up to 5,225,000 shares of Common
Stock of the Company to the officers, directors, employees and consultants of
the Company and/or its subsidiaries. Pursuant to the Stock Option Plan, the
Company granted options to purchase an aggregate of 200,000 shares of common
stock at $1.50 per share to the newly appointed directors and officers that held
options to purchase ordinary shares of AGI following the completion of the
acquisition, as well as to the newly appointed directors and officers of the
Company.
 
 The
principal terms and conditions of the stock options granted under the Stock
Option Plan are that vesting of the options granted to Directors of the Company
occurs in three stages: (1) 50% on January 25, 2008; (2) 25% on January 25,
2009; and (3) 25% on January 25, 2010. The options granted are exercisable at
$1.50 per share. Furthermore, the stock options granted under the Stock Option
Plan are generally non transferable other than to a legal or beneficial holder
of the options upon the option holder’s death. The rights to vested but
unexercised options cease to be effective: (1) 18 months after death of the
stock options holder; (2) 6 months after Change of Control of the Company; 12
months after loss of office due to health related incapacity or redundancy; or
(5) 12 months after the retirement of the options holder from a position with
AGI.
 
 
 35
 
 
 Of the
options to purchase an aggregate of 200,000 shares of common stock that were
granted, the following stock options have been granted to directors of the
Company:
 
 Name
              Stock
      Options Granted
              PositionRauno
      Perttu
              50,000
              President
      & Chief Executive Officer, DirectorHon.
      Edward Lawson (1)
              50,000
              DirectorRichard
      Crofts
              50,000
              DirectorJeremy
      Caddy (1)
              50,000
              Director
 
 (1) These
options expired during the fiscal year 2007 as a result of their resignations as
directors.
  ITEM
      12:
              CERTAIN
      RELATIONSHIPS AND RELATED
TRANSACTIONS
 
 Neither
our directors and officers, nor any proposed nominee for election as a director,
nor any person who beneficially owns, directly or indirectly, shares carrying
more than 10% of the voting rights attached to all of our outstanding shares,
nor any promoter, nor any relative or spouse of any of the foregoing persons has
any material interest, direct or indirect, in any transaction since our
incorporation or in any presently proposed transaction which, in either case,
has or will materially affect us.
 
 Our
management is involved in other business activities and may, in the future
become involved in other business opportunities. If a specific business
opportunity becomes available, such persons may face a conflict in selecting
between our business and their other business interests.  In the event that
a conflict of interest arises at a meeting of our directors, a director who has
such a conflict will disclose his interest in a proposed transaction and will
abstain from voting for or against the approval of such
transaction.
 
 Board
Determination of Independence
 
 Our board
of directors has determined that Mr. Richard Crofts are each “independent” as
that term is defined by the National Association of Securities Dealers Automated
Quotations (“NASDAQ”).  Under the NASDAQ definition, an independent
director is a person who (1) is not currently (or whose immediate family members
are not currently), and has not been over the past three years (or whose
immediate family members have not been over the past three years), employed by
the company; (2) has not (or whose immediate family members have not) been paid
more than $60,000 during the current or past three fiscal years;  (3) has
not (or whose immediately family has not) been a partner in or controlling
shareholder or executive officer of an organization which the company made, or
from which the company received, payments in excess of the greater of $200,000
or 5% of that organizations consolidated gross revenues, in any of the most
recent three fiscal years; (4) has not (or whose immediate family members have
not), over the past three years been employed as an executive officer of a
company in which an executive officer of the Company has served on that
company’s compensation committee; or (5) is not currently (or whose immediate
family members are not currently), and has not been over the past three years
(or whose immediate family members have not been over the past three years) a
partner of the Company’s outside auditor. A director who is, or at any time
during the past three years, was employed by the Company or by any parent or
subsidiary of the Company, shall not be considered independent.
 
 ITEM
      13:
              EXHIBITS.
 
 Exhibit
                Number
              
              Description2.1
              
              Share
      Exchange Agreement entered into by and among Aultra Gold, Inc. (fka New
      World Entertainment Corp.), Aultra Gold, Inc. (Canada), Strategic Minerals
      Inc. and the shareholders of Aultra Gold, Inc. (Canada) signatories
      thereto dated January 22, 2007. (4)3(i).1
              
              Aultra
      Gold, Inc. (fka New World Entertainment Corp.) Articles of Incorporation.
      (1)3(i).2
              
              Certificate
      of Amendment filed with the Secretary of State of Nevada to change the
      Company's name from Morningstar Industrial Holdings Corp. to New World
      Entertainment Corp., effective as of March 27, 2006.
(2)3(i).3
              
              Certificate
      of Amendment filed with the Secretary of State of Nevada to change the
      Company's name from New World Entertainment Corp. to Aultra Gold, Inc.,
      effective as of January 18, 2007. (3)3(i).4
              
              Certificate
      of Amendment filed with the Secretary of State of Nevada to increase the
      authorized common stock of the Company from 75,000,000 shares of common
      stock to 150,000,000 shares. (4)  36
   3(i).4
              
              Certificate
      of Correction filed with the Secretary of State of Nevada on March 26,
      2007, setting forth that the Company actually increased its authorized
      common stock of the Company from 75,000,000 shares of common stock to
      500,000,000 shares. (4)3(ii).2
              
              Aultra
      Gold, Inc. (fka New World Entertainment Corp.) Bylaws.
  (1)10.1
              
              Registration
      Rights Agreement entered into by and among Aultra Gold, Inc. (fka New
      World Entertainment Corp.), Aultra Gold, Inc. (Canada), Strategic Minerals
      Inc. and the shareholders of Aultra Gold, Inc. (Canada) signatories
      thereto dated January 22, 2007. (4)10.2+
              
              Rauno
      Perttu Executive Employment Agreement. (4)10.3
              
              Mining
      Lease Agreement entered into by and between Aultra Gold, Inc. (Canada) and
      Strategic Minerals Inc., dated May 31, 2006. (4)10.4
              
              Settlement
      and Release Agreement entered into by and among Aultra Gold, Inc. (fka New
      World Entertainment Corp.), World Mobile Network Corp. and Liverpoole,
      Inc., dated December 8, 2006. (4)10.5
              
              2003
      Incentive Stock Option Plan. (4)10.6
              
              Mining
      Lease Agreement entered into by and between Aultra Gold, Inc and W.R.
      Hansen (5)21.1
              
              List
      of Subsidiaries.31.1
              
              Certification
      of Chief Executive Officer pursuant to Section 302, of the
      Sarbanes-Oxley Act of 2002.*31.2
              
              Certification
      of Chief Financial Officer pursuant to Section 302, of the
      Sarbanes-Oxley Act of 2002.*32.1
              
              Certification
      of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as
      adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
      2002.*32.2
              
              Certification
      of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as
      adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
      2002.  *Filed
      herewith.+
      Compensatory plan or arrangement.(1)
      Incorporated by reference to the Company’s Registration Statement filed
      with the SEC on SB-2 on July 21, 2005.(2)
      Incorporated by reference to the Company’s Current Report filed with the
      SEC on Form 8-K on April 11, 2006.(3)
      To be filed by an amendment.(4)
      Incorporated by reference to the Company’s Current Report filed with the
      SEC on Form 8-K on February 28, 2007.(5)
      Incorporated by reference to the Company’s Current Report filed with the
      SEC on Form 8-K on June 7, 2007.
 
 ITEM 14:
 PRINCIPAL ACCOUNTANT FEES AND SERVICES
 
 Our principal accountants billed
      the following fees for the services indicated:
              
              Fiscal
      year-ended
              
              
              Fiscal
      year-endedDecember
      31, 2008*
              
              
              December
      31, 2007Audit
      fees
              
              $
              3,000
              
              
              $
              3,000Audit-related
      fees
              
              Nil
              
              
              NilTax
      fees
              
              Nil
              
              
              NilAll
      other fees
              
              
              15,600
              
              
              
              15,600
 * Moore
& Associates billed us as estimated $15,600 during the fiscal year ended
December 31, 2007.
 
 Audit
fees consist of fees related to professional services rendered in connection
with the audit of our annual financial statements.  All other fees relate
to professional services rendered in connection with the audit and review of
financial statements included in our Current Reports on Form 8-K, Quarterly
Reports on Form 10-QSB and Annual Reports on Form 10-KSB filing and
amendments.
 
 Our
policy is to pre-approve all audit and permissible non-audit services performed
by the independent accountants.  These services may include audit services,
audit-related services, tax services and other services.
 
 
 37
 
 
 SIGNATURES
 
 Pursuant
to the requirements of Section 13 and 15 (d) of the Securities and Exchange Act
of 1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
 Aultra
      Gold, Inc.Dated:
      October 29 , 2009
              By:
              /s/
      Rauno PerttuName:
      Rauno Perttu
                Title:
      Chief Executive Officer
 
 Dated:
      October 29 , 2009
              By:
              /s/
      Rauno PerttuName:
      Rauno Perttu
                Title:
      Chief Financial Officer and acting Principal Accounting
      Officer
 
 Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been
signed below by the following persons on behalf of the registrant and in the
capacities and on the dates indicated.
 
 Signature
              
              Title
              
              Date/s/
      Rauno PerttuRauno
      Perttu
              
              Chief
      Executive Officer, President, Interim Chief Financial Officer, Acting
      Principal Accounting Officer and Director
              
              October 29 , 2009
 
 
 
 
 38
 
 
 AULTRA
GOLD INC.
 An
Exploration Stage Company
 (Formerly
New World Entertainment Corp.)
 
 INDEX
TO FINANCIAL STATEMENTS
 For
      the for the years ended December 31, 2008 and 2007
              PageReport
      of Independent Registered Certified Public Accounting Firm
              F-2Balance
      Sheets as of December 31, 2008 and 2007
              F-3Statements
      of Operations for the years ended December 31, 2008, and
    2007
              F-4Statements
      of Cash Flows for the years ended December 31, 2008 and
    2007
              F-5Statements
      of Stockholders’ Equity (Deficit) for the year ended December 31,
      2008
              F-6Notes
      to Financial Statements
              F-7
 
 
 
 
 
 F-1
 
 MOORE
& ASSOCIATES, CHARTERED
 ACCOUNTANTS AND
ADVISORS
 PCAOB
REGISTERED
 
 REPORT OF INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM
 
 To the
Board of Directors
 Aultra
Gold Inc.
 (An
Exploration Stage Company)
 
 We have
audited the accompanying balance sheet of Aultra Gold Inc (Formerly New World
Entertainment). as of December 31, 2008 and 2007, and the related statements of
operations, stockholders’ equity and cash flows for the years then ended. These
financial statements are the responsibility of the Company’s management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
 
 We
conducted our audits in accordance with standards 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
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.
 
 In our
opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Aultra Gold Inc (Formerly New World
Entertainment). as of December 31, 2008 and 2007 and the results of its
operations and its cash flows for the years then ended, in conformity with
accounting principles generally accepted in the United States of
America.
 
 The
accompanying financial statements have been prepared assuming that the Company
will continue as a going concern. As discussed in Note 1C to the financial
statements, the Company’s net losses as of December 31, 2008 and its limited
operations and sources of revenues raise substantial doubt about its ability to
continue as a going concern. Management’s plans concerning these matters are
also described in Note 1C. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.
 
 
 /s/
Moore & Associates, Chartered
 
 Las
Vegas, Nevada
 March 30,
2009
  
   2675 S. JONES BLVD. SUITE
109, LAS VEGAS, NEVADA 89146 (702) 253-7499 Fax:
(702)253-7501
   F-2
 
 Aultra
Gold Inc.
 An
Exploration Stage Company
 (Formerly
New World Entertainment Corp.)
 Consolidated
Balance Sheets
 As
at December 31, 2008
 (Stated
in United States Dollars)
  December
      312008
                
                
                
                December
      312007A
      S S E T SCurrent
      AssetsCash
                
                
                -0-
                
                
                
                -0-Interest
      receivable and prepaids
                
                
                -0-
                
                
                
                225Investment
      in marketable securities (note 3)
                
                
                -0-
                
                
                
                6,232Accounts
      receivable and accrued receivables
                
                
                -0-
                
                
                
                162,563Total
      Current Assets
                
                
                -0-
                
                
                
                169,020Long
      term AssetsLong
      term investment (note 3)
                
                
                6,232
                
                
                
                -0-Long
      term receivables
                
                
                65,485
                
                
                
                -0-Fixed
      Assets (note 6)
                
                
                100,000
                
                
                
                25,000Total
      Assets
                
                
                171,717
                
                
                
                194,020L
      I A B I L I T I E S A N D S T O C K H O L D E R S’ E Q U I
      T YCurrent
      LiabilitiesAccounts
      payable and accrued liabilities
                
                
                946,243
                
                
                
                364,676Total
      current liabilities
                
                
                946,243
                
                
                
                364,676Total
      Liabilities
                
                
                946,243
                
                
                
                364,676S
      TOCK H O L D E R S ’ E Q U I T YCommon
      stock, $0.001 par value, 500,000,000 shares authorized: 96,146,668 shares
      issued and outstanding (note 7(a)
                
                
                96,147
                
                
                
                66,147Cumulative
      translation adjustment
                
                
                10,666
                
                
                
                10,666Accumulated
      deficit in the exploration state (January 26, 2005 to December 31,
      2008)
                
                
                (1,230,048
                )
                
                
                (596,178
                )Additional
      paid-in capital
                
                
                348,709
                
                
                
                348,709Total
      stockholders’ equity
                
                
                (774,526
                )
                
                
                (170,656
                )Total
      liabilities and stockholders’ equity
                
                
                171,717
                
                
                
                194,020
 
 Approved
      by the Board of Directors:/s/ Rauno
      Perttu
              
              
              /s/
      John YeeRauno Perttu
                Director
              
              
              John Yee
                Director
 
 
 
 See notes
to financial statements
 
 F-3
 
 Aultra
Gold Inc.
 An
Exploration Stage Company
 (Formerly
New World Entertainment Corp.)
 Consolidated
Statement of Operations
 From
inception on January 26, 2005 to December 31, 2008
 (Stated in United
States Dollars)
 
 For
      the year ended
              
              
              For
      the Year ended
              
              
              From
      inception January 26, 2005 throughDecember
      31
              
              
              December
      31
              
              
              December
      312008
              
              
              2007
              
              
              2008$
              
              
              $
              
              
              $REVENUE
              
              
              0
              
              
              
              -0-
              
              
              
              131ExpensesFiling
      Fees
              
              
              2,823
              
              
              
              4,691
              
              
              
              9,820Consultants
      and contractors
              
              
              176,000
              
              
              
              185,668
              
              
              
              361,668Travel
              
              
              3,876
              
              
              
              9,462
              
              
              
              18,574Mineral
      property expenditures
              
              
              136,834
              
              
              
              172,414
              
              
              
              350,613Office
      and sundry
              
              
              20,944
              
              
              
              37,777
              
              
              
              60,306Professional
      fees
              
              
              227,041
              
              
              
              71,819
              
              
              
              358,435Shares
      for interest expense
              
              
              -0-
              
              
              
              -0-
              
              
              
              10,833Transfer
      agent
              
              
              4,049
              
              
              
              3,644
              
              
              
              9,615Loss
      for the period
              
              
              (571,567
              )
              
              
              (492,975)
              
              
              
              (1,179,864
              )Other
      Revenues and ExpensesForeign
      Exchange Gain/Loss
              
              
              -0-
              
              
              
              4,154
              
              
              
              4,154Gain
      on Extinguishment of Debt
              
              
              35,000
              
              
              
              10,833
              
              
              
              45,833Bad
      debt
              
              
              (97,303)
              
              
              
              -0-
              
              
              
              97,303Loss
      on Investment
              
              
              -0-
              
              
              
              (2,999
              )
              
              
              (2,999
              )Total
      loss for period
              
              
              (633,870)
              
              
              
              (480,487)
              
              
              
              (1,230,048
              )Deficit
      – beginning of the period
              
              
              (596,178
              )
              
              
              (115,691
              )
              
              
              -0-Deficit
      – end of period
              
              
              (1,230,048
              )
              
              
              (596,178
              )
              
              
              (1,230,048
              )Loss
      per shares – basic and diluted
              
              
              (0.01
              )
              
              
              (0.01
              )
              
              
              (0.01
              )Weighted
      Average Number of Shares Outstanding
              
              
              96,146,668
              
              
              
              94,959,371
              
              
              
              96,146,668
 
 See notes
to financial statements
 
 F-4
 
 Aultra
Gold Inc.
 An
Exploration Stage Company
 (Formerly
New World Entertainment Corp.)
 Consolidated
Statement of Cash Flows
 From
January 26, 2005 to December 31, 2008
 (Stated
in United States Dollars)
 
 
 Years EndingDecember
      312008
                
                
                
                December
      312007
                
                
                
                From
      inceptionJanuary 26, 2006
                  To
      December 31, 2008$
                
                
                
                $
                
                
                
                $Cash
      flows from operating activitiesLoss
      for the period
                
                
                (633,870
                )
                
                
                (480,487
                )
                
                
                (1,230,048
                )Changes
      in:Accounts
      receivables and accrued receivables
                
                
                97,303
                
                
                
                (162,563
                )
                
                
                (65,485
                )Accounts
      payable and accrued liabilities
                
                
                581,567
                
                
                
                336,035
                
                
                
                946,243Net
      cash used in operating activities
                
                
                45,000
                
                
                
                (307,015
                )
                
                
                (349,290
                )Cash
      flows from investing activitiesMineral
      property
                
                
                (75,000
                )
                
                
                (25,000
                )
                
                
                (100,000
                )Investments
                
                
                -0-
                
                
                
                3,243,768
                
                
                
                (6,232
                )Cash
      used in investing activities
                
                
                (75,000
                )
                
                
                3,218,768
                
                
                
                (106,232
                )Cash
      flows from financing activitiesShare
      capital issued
                
                
                30,000
                
                
                
                327,523
                
                
                
                444,856Loans
                
                
                -0-
                
                
                
                (3,250,000
                )
                
                
                -0-Cumulative
      translation adjustment
                
                
                -0-
                
                
                
                10,666
                
                
                
                10,666Net
      cash received from financing activities
                
                
                30,000
                
                
                
                (2,911,811
                )
                
                
                455,522Net
      increase in cash
                
                
                -0-
                
                
                
                (58
                )Cash
      – beginning of period
                
                
                -0-
                
                
                
                58Cash
      – end of period
                
                
                -0-
                
                
                
                -0-
 
 
 See notes
to financial statements
  F-5
   Aultra
Gold Inc.
 An
Exploration Stage Company
 (Formerly
New World Entertainment Corp.)
 Consolidated
Statements of Stockholders’ Equity
 From
inception on January 26, 2005 to December 31, 2008
 (Stated
in United States Dollars)
 
 Common
      StockShares
              
              
              Amount
              
              
              Additional
      Paid-in Capital
              
              
              Accumulated
      Deficit During Exploration Stage
              
              
              Total
      Equity (Deficit)$
              
              
              $
              
              
              $
              
              
              $Balance
      at inception Jan. 26, 2005
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -Common
      shares issued for cash at $0.00005 per share, February
    9,2005
              
              
              30,000,000
              
              
              
              30,000
              
              
              
              (28,500
              )
              
              
              -
              
              
              
              1,500Common
      shares issued for cash at $0.00005 per share, February
    17,2005
              
              
              30,000,000
              
              
              
              30,000
              
              
              
              (15,000
              )
              
              
              -
              
              
              
              15,000Common
      shares issued for cash at $0.00005 per share, March 7,2005
              
              
              11,000,000
              
              
              
              11,000
              
              
              
              44,000
              
              
              
              -
              
              
              
              55,000Common
      shares issued for cash at $0.0125 per share, April 8,2005
              
              
              400,000
              
              
              
              400
              
              
              
              4,600
              
              
              
              -
              
              
              
              5,000Shares
      issued in lieu of payment forInterest
      on promissory note, May 2006
              
              
              10,833,333
              
              
              
              10,833
              
              
              
              -
              
              
              
              -
              
              
              
              10,833Cumulative
      Net (Loss)
              
              
              -
              
              
              
              -
              
              
              
              
              
              
              
              (115,691
              )
              
              
              (115,691)Balance,
      December 31, 2006
              
              
              82,233,333
              
              
              
              82,233
              
              
              
              5,100
              
              
              
              (115,691
              )
              
              
              (28,358)Shares
      cancelled on acquisition
              
              
              (10,833,333
              )
              
              
              (10,833)
              
              
              
              -
              
              
              
              -
              
              
              
              (10,833)Shares
      issued in acquisition January 22, 2007
              
              
              24,496,668
              
              
              
              24,497
              
              
              
              -21,141
              
              
              
              -
              
              
              
              3,356Common
      shares issued for cash at $1.50 per share, January 22,
2007
              
              
              200,000
              
              
              
              200
              
              
              
              299,800
              
              
              
              -
              
              
              
              300,000Common
      shares reissued for cash at $0.50 per share, April 30,
2007
              
              
              -
              
              
              
              -
              
              
              
              10,000
              
              
              
              -
              
              
              
              10,000Common
      shares issued for Jungo Rights at $0.50 June 1, 2007
              
              
              50,000
              
              
              
              50
              
              
              
              24,950
              
              
              
              -
              
              
              
              25,000Foreign
      exchange
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              
              
              
              
              10,666Shares
      cancelled by shareholder
              
              
              (30,000,000)
              
              
              
              (30,000)
              
              
              
              30,000
              
              
              
              
              
              
              
              -0-Net
      (Loss) for the period
              
              
              -
              
              
              
              -
              
              
              
              
              
              
              
              (480,487)
              
              
              
              (480,487)Balance,
      December 31, 2007
              
              
              66,146,668
              
              
              
              66,147
              
              
              
              348,709
              
              
              
              (596,178)
              
              
              
              (170,656)Common
      shares re-issued for services at $0.01 per share, May 22 ,
      2008
              
              
              30,000,000
              
              
              
              30,000
              
              
              
              
              
              
              
              
              
              
              
              30,000Net
      (Loss) for the period
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              (633,870)
              
              
              
              (633,870)Balance,
      December 31, 2008
              
              
              96,146,668
              
              
              
              96,147
              
              
              
              318,709
              
              
              
              (1,230,048)
              
              
              
              (774,526)
 
 See notes
to financial statements
   F-6
  Aultra
Gold Inc.
 An
Exploration Stage Company
 (Formerly
New World Entertainment Corp.)
 Notes to
Financial Statements
 December
31, 2008
 (Stated
in United States Dollars)
 
 1.      Nature
of Operations
 
 a)  Organization
 
 Aultra
Gold Inc. (the “Company”) was incorporated under the laws of the State of Nevada
on January 26, 2005 as Katie Gold Corp. and it was primarily engaged in the
acquisition and exploration of mining properties until April
2006.  The Company’s fiscal year end is December 31.
 
 On March
21, 2006, a Certificate of Amendment was filed with the Secretary of State in
Nevada to change the name of the Company from Katie Gold Corp. to Morningstar
Industrial Holdings Corp.  At this time, the Company was still engaged
in the acquisition and exploration of mining properties.
 
 On April
26, 2006, the Company filed Articles of Merger with the Secretary of State in
Nevada to merge with New World Entertainment Corp., a private company
incorporated in Nevada.  As a result of the merger, the Company
changed its business and its name from Morningstar Industrial Holdings Corp. to
New World Entertainment Corp.
 
 On
December 7, 2006, a Certificate of Amendment was filed with the Secretary of
State in Nevada to change the name of the Company from New World Entertainment
Corp. to Aultra Gold Inc.  The Nevada Secretary of Stated declared the
amendment effective on January 18, 2007.
 
 On
January 22, 2007, the Company entered into a definitive Share Exchange Agreement
(the “Agreement”) with Strategic Minerals Inc., a Nevada corporation, Aultra
Gold Inc. (fka Dutch Mining (Canada) Ltd.) (“AGI”), a company formed under the
laws of the Province of British Columbia, and certain other shareholders of
AGI.  Pursuant to the Agreement, which is subject to certain
regulatory approval, the Company agreed to acquire 100% of the outstanding
equity of AGI from the stockholders of AGI (the “AGI Shareholders”) in exchange
for the issuance by the Company to the AGI Shareholders of one share of common
stock, $0.001 par value (the “Common Stock”), of the Company for each issued
common share of AGI (the “Acquisition”).  Therefore, subject to
certain regulatory approval, the Company shall be required to issue 24,496,668
shares of Common Stock to the AGI Shareholders (the “Consideration Shares”) and
there will be approximately a total of 95,896,668 shares of Common Stock issued
and outstanding subsequent to the Acquisition.  AGI was incorporated
on January 20, 2006 in Canada under the Business Corporations Act of British
Columbia.  AGI’s main business is acquiring and exploring gold and
mineral properties with proven and probable reserves principally located in
Nevada and Montana, USA, with the objective of identifying gold and mineralized
deposits economically worthy of continued production and/or subsequent
development, mining or sale.
 
 b)  Change
of Business
 
 On April
26, 2006, the Company filed Articles of Merger with the Secretary of State in
Nevada to change its name from Morningstar Industrial Holdings Corp. and
underwent a change in management and direction and was involved in the
acquisition and licensing of online gaming technologies.
 
 On May
12, 2006 the Company entered into a share exchange agreement with Liverpoole
Inc., a privately-owned corporation organized under the laws of Antigua, for the
acquisition of all of the issued and outstanding shares of Liverpoole in
exchange for 25,000,000 shares of the Company, upon completion of the
agreement.  In connection therewith, in order to secure the right to
enter into such agreement with Liverpoole, the Company entered into an agreement
with World Mobile Network Corp., a publicly-held corporation, pursuant to which,
upon the completion of the agreement, World Mobile Network Corp. agreed to
assign its exclusive right to acquire Liverpoole to the Company in exchange for
20,000,000 shares of the Company.  As of December 31, 2006, these
agreements were not been finalized.
 
 Effective
January 22, 2007 this transaction was terminated.
 
 Effective
January 22, 2007, all management and directorship changed.
 
  F-7
 
 Aultra
Gold Inc.
 An
Exploration Stage Company
 (Formerly
New World Entertainment Corp.)
 Notes to
Financial Statements
 December
31, 2008
 (Stated
in United States Dollars)
 1.      Nature
of Operations-continued
 
 c)  Going
Concern
 
 The
accompanying financial statements have been prepared assuming the Company will
continue as a going concern.  The Company’s financial statements are
prepared using generally accepted accounting principles applicable to a going
concern which contemplates the realization of assets and liquidation of
liabilities in the normal course of business.
 
 As shown
in the accompanying financial statements, the Company has incurred a net loss of
$1,230,048 for the period from January 26, 2005 (inception) to December 31,
2008.  The future of the Company is dependent upon its ability to
obtain financing and upon future profitable operations from the development of
acquisitions.  Management has plans to seek additional capital through
a private placement and public offering of its common stock.  The
financial statements do not include any adjustments relating to the
recoverability and classification of recorded assets, or the amounts of and
classification of liabilities that might be necessary in the event the Company
cannot continue in existence.  The accompanying financial statements
do not include any adjustments that might be necessary if the Company is unable
to continue as a going concern.
 
 d)      Share
Exchange Agreement with Liverpoole Inc.
 
 On May
12, 2006 the Company entered into a share exchange agreement with Liverpoole
Inc., a privately-owned corporation organized under the laws of Antigua, for the
acquisition of all of the issued and outstanding shares of Liverpoole in
exchange for 25,000,000 shares of the Company, upon completion of the
agreement.  In connection therewith, in order to secure the right to
enter into such agreement with Liverpoole, the Company entered into an agreement
with World Mobile Network Corp., a publicly-held corporation, pursuant to which,
upon the completion of the agreement, World Mobile Network Corp. agreed to
assign its exclusive right to acquire Liverpoole to the Company in exchange for
20,000,000 shares of the Company.  As of December 31, 2006, these
agreements have not been finalized.
 
 Effective
January 22, 2007, termination of the May 12, 2006 Share Exchange Agreement with
Liverpoole Inc. and World Mobile Network Corp.
 
 2.
              Significant
      Accounting Policies
 
 a)      Basis
of Accounting
 
 These
financial statements are prepared in accordance with generally accepted
accounting principles (“GAAP”) in United States.  The Company has
elected a December 31 year-end.  Summarized below are those policies
considered particularly significant to the Company.
 
 b)      Use
of Estimates
 
 The
preparation of financial statements in conformity with United States generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and the
disclosure of any contingent assets and liabilities as at the date of the
financial statements, as well as the reported amounts of revenues earned and
expenses incurred during the period.  Actual results could differ from
those estimates.
 
 c)      Financial
Instruments and Financial Risk
 
 The
Company’s financial instruments consists of cash, prepaid expenses, investments,
accounts payable and accrued liabilities, the fair values of which approximate
their carrying amounts due to the short-term nature of these
instruments.
 
 
 F-8
 
 
 Aultra
Gold Inc.
 An
Exploration Stage Company
 (Formerly
New World Entertainment Corp.)
 Notes to
Financial Statements
 December
31, 2008
 (Stated
in United States Dollars)
 
 2.
              Significant
      Accounting Policies-continued
 
 d)      Cash
 
 For the
purposes of the statement of cash flows, the company considers all funds held in
its bank accounts and funds held in trust by
 third
parties as cash.
 
 e)     
Investment in mining properties
 
 Land
and Mining Claims – Land and mining claims are recorded at the lower of cost,
less accumulated depletion, or fair value. Costs of developing mining properties
(after completion of exploration) are capitalized. Exploration costs are
expensed as incurred until the establishment of a commercially minable deposit
or reserve which can be economically and legally produced. When a mining
property reaches the production stage, the related capitalized costs are
amortized using the units of production method on the basis of proven and
probable ore reserves. The Company’s mining properties are periodically assessed
for impairment of value and any losses are charged to operations at the time of
impairment.
 f)Impairment of Long-Lived
Assets
 The
Company accounts for long-lived assets pursuant to Statement of Financial
Accounting Standards (SFAS) No. 144, Accounting for the Impairment of Long-Lived
Assets and for Long-Lived Assets to be Disposed Of. The Company evaluates its
land and mineral properties, buildings, machinery and equipment and other
long-lived assets for impairment at least annually and when
indications of possible impairment exist and assesses their recoverability based
upon anticipated future cash flows from the asset’s or group of assets’ use or
sale. If changes in circumstances lead Company management to believe that any of
its long-lived assets may be impaired, the carrying value of long-lived assets
are reduced by the estimated excess of the carrying value over the fair value of
the assets. Fair value is determined by the discounted future cash flows from
the asset or group of assets. No impairment was recognized during the years
ended December 31, 2008 or 2007.
 
 g)      Loss
per Share
 
 Basic
loss per share is computed by dividing loss attributable to common shareholders
by the weighted average number of common shares outstanding during the
period.  Fully diluted loss per share is not disclosed as it is
anti-dilutive.
 
 h)      Management’s
Estimates
 
 The
preparation of financial statements in conformity with United States generally
accepted accounting principles 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 dates of the financial
statements and the reported amounts of revenues and expenses during the reported
periods.  Actual results could differ from those
estimates.
 
 i)      Share
Capital
 
 Share
capital issued for non-monetary consideration is recorded at an amount based
upon fair market value as estimated by management.
 
 
  F-9
 
 Aultra
Gold Inc.
 An
Exploration Stage Company
 (Formerly
New World Entertainment Corp.)
 Notes to
Financial Statements
 December
31, 2008
 (Stated
in United States Dollars)
  2.
              Significant
      Accounting Policies-continued
 
 j)      Comprehensive
Income
 
 The
Company applies Statement of Financial Accounting Standards No. 130 Reporting
Comprehensive Income (SFAS No. 130).  Comprehensive income is defined
as the change in equity of a business enterprise during a period from
transactions and other events and circumstances from non owner
sources.  It includes all changes in equity during a period except
from those resulting from investments by owners and distributions to
owners.
 
 k)      Income
taxes
 
 Deferred
Income taxes are provided for temporary differences between the financial
reporting and tax basis of assets and liabilities using enacted tax laws and
rates for the years when the differences are expected to reverse.
 
 l)      Stock
based compensation
 
 The
Company accounts for stock-based compensation in accordance with SFAS No. 123
for “Accounting for stock-based compensation” and related
interpretations.
 
 The
Company’s Board of Directors agreed to the adoption of the Stock Option Plan and
ratified it on January 25, 2007 effective as of February 1, 2007 providing the
issuance of up to 5,225,000 shares of Common Stock of the Company to the
officers, directors, employees and consultants of the Company an/or its
subsidiaries.  Pursuant to the Stock Option Plan, the Company granted
options to purchase an aggregate of 200,000 shares of Common Stock at $1.50 per
share to the newly appointed directors and officers that held options to
purchase ordinary shares of the Company following the completion of the
acquisition, as well as to the newly appointed directors and officers of the
Company.  These options were cancelled effective January 1,
2008.
 
 On May 6,
2008, the Board of Directors of Aultra Gold, Inc. (the "Company"), approved a
2008 Stock Option Plan which provides  up to 10,000,000 common shares
be made available to certain individuals as an incentive.  The plan
has a vesting period of 36 month as follows: 10% at the end of six months, an
additional 10% at the end of twelve months, an additional 15% at the end of
eighteen months, an additional 15% at the end of twenty four months, an
additional 25% at the end of thirty months and finally an additional 25% at the
end of thirty-six months
 
 As part
of this plan the Board granted 6,500,000 options at the then market price of
$.14 per share.
 
 m)     
Asset retirement
obligations
 
 Asset
retirement obligations requires recognition of a legal liability for obligations
relating to retirement of property, plant and equipment, and arising from the
acquisition, construction, development, or normal operation of those assets.
Such asset retirement cost, must be recognized at fair value, when a reasonable
estimate of fair value can be estimated, in the period in which it is incurred,
added to the carrying value of the asset, and amortized into income on a
systematic basis over its useful life.
 
 As at
December 31, 2008, the Company does not have any asset retirement
obligations.
 
 3.      Investment
 
 Details
are as follows:
 Number
      of shares
              
              
              Market
      Value
              
              
              Cost$
              
              
              $Lomiko
      Resources Inc. (formerly Lomiko Enterprises Ltd.)
              
              
              20,000
              
              
              
              6,232
              
              
              
              8,849
 
 This
investment represents a minority interest of less than 10%.  The
shares were valued at market as stated as at December 31, 2008.
 
 
  F-10
 Aultra
Gold Inc.
 (Formerly
New World Entertainment Corp.)
 Notes to
Financial Statements
 December
31, 2008
 (Stated
in United States Dollars)
 
 4.
              Acquisition
      of Subsidiary
 
 On
January 22, 2007, the Company entered into a definitive Share Exchange Agreement
(the “Agreement”) with Strategic Minerals Inc., a Nevada corporation, Aultra
Gold Inc. (fka Dutch Mining (Canada) Ltd.) (“AGI”), a company formed under the
laws of the Province of British Columbia, and certain other shareholders of
AGI.  Pursuant to the Agreement, which is subject to certain
regulatory approval, the Company agreed to acquire 100% of the outstanding
equity of AGI from the stockholders of AGI (the “AGI Shareholders”) in exchange
for the issuance by the Company to the AGI Shareholders of one share of common
stock, $0.001 par value (the “Common Stock”), of the Company for each issued
common share of AGI (the “Acquisition”).  Therefore, subject to
certain regulatory approval, the Company shall be required to issue 24,496,668
shares of Common Stock to the AGI Shareholders (the “Consideration Shares”) and
there will be approximately a total of 95,896,668 shares of Common Stock issued
and outstanding subsequent to the Acquisition.
 
 The
purchase method of accounting has been applied with the shares issued as
consideration being recorded at $3,356 that being the value given up after
considering price fluctuations, liquidity issues and exchange
rates.
 
 At the
date of the acquisition, the value of the identifiable net assets of AGI was as
follows:
 
 Assets 
          Cash
              
              $
              256,316Investment
      in
      Lomiko
              
              
              8,066Accounts
      receivable and accrued receivables
              
              
              77,541$
              341,923Liabilities     Accounts
      payable and accrued payables
              
              $
              38,981Intercompany
      transactions
              
              
              299,586338,567Total purchase
      price
              
              $
              3,356
 
 
 5.
              Related
      Party Balances and Transactions
 
 Related
party transactions are recorded at their cost, are non-interest bearing,
unsecured and have no specific terms for repayment.
 
 As at
December 31, 2007, the Company has a receivable MB Primes Management Ltd. (“MB
Primes”), a company with directors in common, $61,995 which was written off
during the quarter ended March 31, 2008
 
 As at
December 31, 2007, the Company has a receivable with Bio Remediation Inc. (“Bio
Remediation”), a company with directors in common, $27,056 which was written off
during the quarter ended March 31, 2008
 
 As at
December 31, 2008, the Company owes it’s President a total of $418,390 which is
a combination of unpaid salary of $116,878
 and
$301,512 of Company expenses paid for by the President.
 
 The
Company acquired its Basin Gulch Property from a private company, one principal
of whom is a common director with the Company.  Refer to Note
6.
 
 
 F-11
 
 Aultra
Gold Inc.
 An
Exploration Stage Company
 (Formerly
New World Entertainment Corp.)
 Notes to
Financial Statements
 December
31, 2008
 (Stated
in United States Dollars)
 
 6.      Mineral
Property Interests
 
 a)      Basin
Gulch Property,  Montana, USA
 
 On May
31, 2006, the Subsidiary Aultra Gold Inc. (formerly known as Dutch Mining
(Canada) Ltd.) acquired Basin Gulch Property, consisting of eleven patented
mineral claims of 217.9 acres, paid by the issuance of 20,000,000 shares of the
Company.  The share issuance has been recorded at the carrying costs
of the property to the optionor, as the optionor is a related party to the
company and as there has been no substantial change in ownership of the property
by the optionors (nominal amount), who received 20,000,000 shares of the
24,496,668 shares outstanding of the Subsidiary.
 
 The
three-stage agreement is structured as follows:
 
 Stage 1 initial
payment:
 The
Subsidiary paid an initial cash payment of $10,000 and must fulfill the
following:
 i) on or
before July 30, 2006 report all the exploration and studies conducted on the
Property.
 
 Stage 2 advance production
royalties:
 To
further evaluate and develop the minerals, the Subsidiary must fulfill the
following
 i)  on
or before June 10, 2006, the Company must make a cash payment of $15,000
(paid);
 ii) on or
before September 10, 2006 the Company must make a cash payment of $25,000
(paid);
 iii) the
Company must make a cash payment of $50,000 due on March 10 and September 10 of
each year until production has commenced.
 
 Stage 3 production
royalties:
 Upon
commencement of production, the Subsidiary will pay the greater of:
 i)      a
twice annual cash payment of $50,000 due on March 10 and September 10 of each
year;
 ii)     3%
of the gross sales receipts of the gold and silver sold, due semi-annually on
March 10 and September 10 of each year;
 
 Should
production be suspended for a period of 6 months or longer, the twice annual
advance production royalty of $50,000 listed above will resume.
 
 Upon the
completion of payments totaling US$8,000,000, the Subsidiary will have purchased
the mineral rights to this property.  In the current period, payments
of $50,000 (paid) have be made, which satisfy this agreement.
 
 b)      Jungo
Property, Nevada, USA
  On June
1, 2007, the Company entered into a formal binding Agreement of Purchase and
Sale (the “Agreement”) with W.R. Hansen, an individual (the “Seller”), pursuant
to which the Company acquired from the Seller certain mining claims together
with all improvements and all equipment owned by the Seller located thereon,
located in Humboldt County, State of Nevada (the “Property”).  In
consideration of the purchase of the Property, the Company agreed to (i)
reimburse the Seller for all staking and filing costs related to the Property,
(ii) issue the Seller 50,000 restricted shares of the Company’s common stock,
$0.001 par value per share (the “Common Stock”), valued at $0.50 per share,
(iii) upon its sole determination of sufficient mineralization to place the
Property in production, to further issue to the Seller additional 50,000
restricted shares of the Company’s Common Stock, such that the Company shall
make such a determination not later than 30 days following the acquisition of
the data contemplated by paragraph 3.3 of the Agreement, (iv) not later than 10
days following the date the Property is placed into development for production
of metals, to issue to the Seller an additional 100,000 restricted shares of the
Company’s Common Stock, and (v) as further consideration after the Property is
placed in production, to direct to the Seller a monthly Net Smelter Royalty of
2% upon all gold, silver, copper, or other metals (the “Metals”) produced and
sold from the Property (each royalty payment shall be paid not later than 30
days following the last day of the month in which the metals were produced and
sold).
  F-12
 
 Aultra
Gold Inc.
 An
Exploration Stage Company
 (Formerly
New World Entertainment Corp.)
 Notes to
Financial Statements
 December
31, 2008
 (Stated
in United States Dollars)
 
 7.
              Share
      Capital
 
 a)
              Details
      of share capital are as follows:
 Authorized:
500,000,000 common shares with a par value of $.001
 Number
      ofShares
              
              
              Amount$Issued:Balance
      – inception January 26, 2005
              
              
              -
              
              
              
              -Common
      Shares issued
              
              
              71,400,000
              
              
              
              71,400Shares
      issued in lieu of promissory note
              
              
              10,833,333
              
              
              
              10,833Balance-December
      31, 2006
              
              
              82,233,333
              
              
              
              82,233Restricted
      common shares issued
              
              
              24,496,668
              
              
              
              24,497Restricted
      Common Shares issued for Jungo
              
              
              50,000
              
              
              
              50Common
      Shares issued
              
              
              200,000
              
              
              
              200Shares
      cancelled
              
              
              (40,833,333
              )
              
              
              (40,833
              )Balance
      – December 31, 2007 (d)
              
              
              66,146,668
              
              
              
              66,147Restricted
      Common Shares issued for Services
              
              
              30,000,000
              
              
              
              30,000Balance
      – December 31, 2008
              
              
              96,146,668
              
              
              
              96,147
 
 b)
              On
      January 23, 2007, the Company entered into a Private Placement Agreement
      with 555 Holdings LLC, a Nevada limited liability company (“555 LLC”),
      whereby it sold 200,000 units (each a “Unit”, and collectively the
      “Units”) to 555 LLC at a price of $1.50 per Unit, for gross proceeds of
      $300,000.  Each Unit consists of one share of Common Stock of
      the Company and one non-transferable Common Stock purchase warrant (a
      “Warrant”).  Each Warrant will entitle 555 LLC to purchase one
      share of the Common Stock of the Company for a period of one year
      commencing from the Closing Date at an exercise price of $2.50 per
      share.c)
              Refer
      to note 9.
 
 8.       Income
Taxes
 
 A
reconciliation of income taxes at statutory rates is as follows:
 
 2008Net
      loss
              
              $
              (633,870
              )Total
      income taxes
              
              
              -0-
 
 The
Company has non-capital losses of approximately $269,173, which are available to
reduce future taxable income in Canada and which expire in 2027. Subject to
certain restrictions the Company also has mineral property expenditures of
approximately $100,000 available to reduce taxable income in future years. The
Company has not recognized any future benefit for these tax losses and resource
deductions, as it is not considered likely that they will be
utilized.
 
 
 F-13
 Aultra
Gold Inc.
 An
Exploration Stage Company
 (Formerly
New World Entertainment Corp.)
 Notes to
Financial Statements
 December
31, 2008
 (Stated
in United States Dollars)
 
 
 8.
              Income
      Taxes-continued
 
 Income
      Tax Operating
                Loss
      Carry ForwardAmount
              
              
              Expiry
    Date2005
              
              $
              24,981
              
              
              
              20252006
              
              $
              90,710
              
              
              
              20262007
              
              $
              480,487
              
              
              
              20272008
                Total
      income tax operating loss carry forward
              
              $
              633,870
              
              
              $
              1,230,048
 
 
 9.
              Commitments
 
 a)
              The
      Company had a lease for premises which expires on January 31, 2009 however
      effective September 1, 2007 the leased premises was terminated by the
      landlord.
 
 b)
              By
      agreement dated February 15, 2006, the Company entered into a five-year
      consulting agreement with a company that has directors and officers in
      common.  The monthly payments for general consulting services
      are $55,000 (CDN) and the flat fee for other disbursements is $1,500
      (CDN).  All payments relating to extra ordinary expenses,
      investor awareness program, media relations, and corporate identity
      program are based on actual cost plus
10%.
 
 
 Effective
September 30, 2006 this agreement was suspended and then subsequently
cancelled.
 
 
 10.
              Recent
      Accounting Pronouncements
 
 In
February 2007, the Financial Accounting Standards Board (the “FASB”) issued SFAS
No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities”
(SFAS 159).  SFAS 159 allows the company to choose to measure many
financial assets and financial liabilities at fair value.  Unrealized gains
and losses on items for which the fair value option has been elected are
reported in earnings.  SFAS 159 is effective for fiscal years beginning
after November 15, 2007.  The Company is currently evaluating the
requirements of SFAS 159 and the potential impact on the Company’s financial
statements.
 
 In
September 2006, the FASB issued SFAS No. 158, “Employers’ Accounting for Defined
Benefit Pension and Other Postretirement Plans – an amendment of FASB Statements
No. 87, 88, 106 and 132(R)” (SFAS 158”). SFAS 158 requires an employer that
sponsors one or more single-employer defined benefit plans to (a) recognize the
overfunded or underfunded status of a benefit plan in its statement of financial
position, (b) recognize as a component of other comprehensive income, net of
tax, the gains or losses and prior service costs or credits that arise during
the period but are not recognized as components of net periodic benefit cost
pursuant to SFAS 87, “Employers’ Accounting for Pensions”, or SFAS 106,
“Employers’ Accounting for Postretirement Benefits Other Than Pensions”, (c)
measure defined benefit plan assets and obligations as of the date of the
employer’s fiscal year-end, and (d) disclose in the notes to financial
statements additional information about certain effects on net periodic benefit
cost for the next fiscal year that arise from delayed recognition of the gains
or losses, prior service costs or credits, and transition asset or obligation.
SFAS 158 is effective for the Company’s fiscal year ending December 31, 2007.
The adoption of SFAS No. 158 is not expected to have a material impact on
the Company’s financial position, results of operations or cash
flows.
 
 
  F-14
 Aultra
Gold Inc.
 An
Exploration Stage Company
 (Formerly
New World Entertainment Corp.)
 Notes to
Financial Statements
 December
31, 2008
 (Stated
in United States Dollars)
  
 10.           Recent
Accounting Pronouncements-continued
 
 In
September 2006, the FASB issued SFAS No. 157, "Fair Value Measurement" ("SFAS
157"). The Statement provides guidance for using fair value to measure assets
and liabilities. The Statement also expands disclosures about the extent to
which companies measure assets and liabilities at fair value, the information
used to measure fair value, and the effect of fair value measurement on
earnings. This Statement applies under other accounting pronouncements that
require or permit fair value measurements. This Statement does not expand the
use of fair value measurements in any new circumstances. Under this Statement,
fair value refers to the price that would be received to sell an asset or paid
to transfer a liability in an orderly transaction between market participants in
the market in which the entity transacts. SFAS 157 is effective for the Company
for fair value measurements and disclosures made by the Company in its fiscal
year beginning on January 1, 2008. The Company is currently reviewing the impact
of this statement.
 
 In March
2006, the FASB issued SFAS No. 156, “Accounting for Servicing of
Financial Assets”, which amends SFAS No. 140 “Accounting for Transfers and
Servicing of Financial Assets and Extinguishments of
Liabilities”.  SFAS No. 156 may be adopted as early as 1
January 2006, for calendar year-end entities, provided that no interim financial
statements have been issued.  Those not choosing to early adopt are
required to apply the provisions as of the beginning of the first fiscal year
that begins after 15 September 2006 (e.g. 1 January 2007, for calendar year-end
entities).  The intention of the new statement is to simplify accounting
for separately recognized servicing assets and liabilities, such as those common
with mortgage securitization activities, as well as to simplify efforts to
obtain hedge-like accounting.  Specifically, the FASB said SFAS No. 156
permits a service using derivative financial instruments to report both the
derivative financial instrument and related servicing asset or liability by
using a consistent measurement attribute, or fair value.  The adoption of
SFAS No. 156 is not expected to have a material impact on the Company’s
financial position, results of operations or cash flows.
 
 In
February 2006, the FASB issued SFAS No. 155, “Accounting for Certain Hybrid
Financial Instruments”, which amends SFAS No. 133, “Accounting for Derivative
Instruments and Hedging Activities” and SFAS
No. 140.  SFAS No. 155 permits fair value measurement for
any hybrid financial instrument that contains an embedded derivative that
otherwise would require bifurcation, establishes a requirement to evaluate
interests in securitized financial assets to identify interests that are
freestanding derivatives or hybrid financial instruments containing embedded
derivatives.  The adoption of SFAS No. 155 is not expected to
have a material impact on the Company’s financial position, results of
operations or cash flows.