**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


**Washington,
      D.C. 20549**




**FORM
      10-KSB**




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




For
      the
      fiscal year ended: December 31, 2006




**[
      ] 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 5** **th** **Street**


**JACKSONVILLE
      OR 97530**


(Address
      of principal executive offices)




(Registrant's
      telephone number, including area code) **(971)
      235-8112**




**New
      World Entertainment Corp.**


**7251
      West Lake Mead Boulevard, Suite 300**


**Las
      Vegas, Nevada 89128**


(Former
      name or former address, if changed since last report)




Copies
      to:


Richard
      A. Friedman, Esq.


Sichenzia
      Ross Friedman Ference LLP


1065
      Avenue of the Americas


New
      York,
      New York 10018


Phone:
      (212) 930-9700


Fax:
      (212) 930-9725





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-KSB or any amendment
      to
      this Form 10-KSB. [  ]




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, 2007, as reported on the Pink Sheets under the symbol “AGDI.PK,” was
      approximately $47,948,334  (95,896,668 shares x $0.50 per share).





The
      number of shares outstanding of each class of our common equity as of March
      31,
      2007 is as follows:




Class
                of Common Equity
            
            Number
                of SharesCommon
                Stock, par value $0.001
            
            95,896,668






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
























**Table
                Of Contents****Item**
            **Description**
            **Page****Part
                I**1.
            Description
                of Business
            12.
            Description
                of Property
            83.
            Legal
                Proceedings
            194.
            Submissions
                of Matters to a Vote of Security Holders
            19**Part
                II**5.
            Market
                for Common Equity and Related Stockholder Matters
            196.
            Management’s
                Discussion and Analysis or Plan of Operations
            207.
            Financial
                Statements
            268.
            Changes
                in and Disagreements with Accountants on Accounting and Financial
                Disclosure
            358A.
            Controls
                and Procedures
            358A(T).
            Controls
                and Procedures.
            35**Part
                III**9.
            Directors,
                Executive Officers, Promoters, Control Persons and Corporate Governance;
                Compliance With Section 16(a) of the Exchange Act
            3610.
            Executive
                Compensation
            3811.
            Security
                Ownership of Certain Beneficial Owners and Management and Related
                Stockholder Matters
            4012.
            Certain
                Relationships and Related Transactions,
                and Director Independence
            4013.
            Exhibits
            4114.
            Principal
                Accountant Fees and Services
            41Signatures
            42Financial
                Statements and Exhibits
            F-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 twelve
      months 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 of operation 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.







**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.





1








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.





Our
      fiscal year end is December 31.





**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.





**Recent
      Developments**









2


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.




*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.





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.




*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 “Registrable 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
      Registrable 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)





3





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.





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.




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







4





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 with proven and probable reserves of 426,135 ounces.




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;




ii)
      by
      September 10, 2006 made a cash payment of $25,000;




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.




*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 period, all payments totaling $50,000 have be
      made, which satisfy the minimum obligations of AGI under the Mining Lease
      Agreement.





**Description
      of AGI’s Properties**





*Description
      of Basin Gulch Property, Montana*





5





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 placer and very
      limited lode operations. 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. It consists of
      eleven patented mining claims, surrounded by the Deer Lodge National Forest,
      totaling about 217.9 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
      Phillipsburg, 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.




*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.




**Other
      Opportunities in Nevada:**




AGI
      is
      currently in the process of claim-staking a new Nevada exploration target in
      the
      middle of north-central Nevada. This region contains several large existing
      gold
      mines.




**Mineralization** :




The
      lode
      mineralization at the head of Basin Gulch is associated with a gaseous Eocene
      silicic intrusive that has 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 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 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 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.





6







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, a soil
      geochemistry survey, topographic surveys, and geologic mapping projects carried
      out on the property.




Two
      high
      grade targets, termed Ore Block A and Ore 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 ore itself is fairly simple, with the
      gold being fine to very coarse in nature, and easily extracted using
      cyanidation. Test work done for Cable Mountain Mine indicates a recovery rate
      of
      over 90% with a simple cross-current mill.




Using
      a
      very simple and straightforward averaging technique based on the numerous drill
      hole assays, which appears to be appropriate for this gold porphyry deposit,
      a
      total of 426,135 ounces of gold for combined Probable and Proven gold was
      calculated for the Ore Reserves in Blocks A and B only. If 20% is removed to
      represent uncertainty, this number is approximately 341,000 ounces of gold.
      Also
      adding to this conservative approach is that the silver content, a strong
      component of the mineralization, was not converted to gold equivalency and
      added
      to the gold calculated above. In some places on the Basin Gulch prospect, the
      measured silver content was well in excess of 10 ounces per ton.




A
      previous investigation and evaluation by CMM for the site using the GEMCON
      computer program yielded an ore volume of well over 1,000,000 ounces of gold
      for
      the entire 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 Ore Block A and Ore Block
      B.




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 the two high grade zones with diamond core drilling
      to
      give adequate evaluation of potential ore 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 Basing 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 will 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 months of filling of an application .This property
      contains a large, open-ended gold and silver resource, within which
      approximately 100,000 ounces are believed to be economically mineable under
      relatively rapid small mine regulations.




This
      property was 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.




**Test
      Mining**




The
      following is AGI’s currently test mining plan for 2007.




7





i)  Upon
        completion of the follow-up evaluation in the BG94-42(1) area, DMC will drive
        an
        intercept tunnel, starting approximately 100 feet below the drill collar,
        to
        evaluate the high-grade zone by bulk sampling. This audit will be located
        to
        allow extension of the drift to also bulk
        sample the high-grade diatreme zone encountered in hole BG94-5(1). The gold
        in
        the BG94-42 (1) area was found to be free gold and should be recoverable
        by
        simple gravity methods. The tunnel will be completed to a standard that will
        allow it to be used as a production facility under and 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 will continue, as will step-out
      exploration for new potential ore 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.




(1)
            These
                technical coordinates are more particularly set forth in the Company’s
                Plan of Mining Operations, and in the geological report appended
                to the
                Form 43-101 Technical Report of David Brown & Associates exhibited
                hereto.




**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, as summarized in
      the
      table of planned expenditures below:





Dates
                for Work Program
            
            Use
                of Proceeds
            
            Estimated
                CostsApril,
                2007
            
            Drilling
                and assaying
            
            $
            60,000April,
                2007
            
            Complete
                Mine Plan
            
            $
            40,000May
                through June, 2007
            
            Mine
              Development
            
            $
            1,500,000May
                through July, 2007
            
            Additional
              evaluation of known shallow high-grade structures
            
            $
            750,000May
                through August, 2007
            
            Exploration
              of diatreme targets
            
            $
            1,500,000May
                through July, 2007
            
            Construction
              of initial processing plant for Production by mid-2007
            
            $
            3,000,000March
                through July, 2008
            
            Expansion
              of plant with new ore from diatreme and/or known targets
            
            $
            15,000,000







While
      we
      have sufficient funds to conduct the April 2007 work phases of further drilling
      and assaying, and completion of the mine plan on the Basin Gulch Property,
      however the Company 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 the Company’s plan for
      mining operations, assuming the diatreme targets for the Basin Gulch property
      are $21,850,000.





**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 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.





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.





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.







8







**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
      January 22, 2007, 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 September 30, 2006, 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.





***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 $65,585 and $50,106 during the year ended December
      31, 2006 and 2005, respectively. In addition, during that period, we have used
      cash of $6,249 and $21,967 in our operating activities, and had a net working
      capital deficiency of $48,323 at December 31, 2006. 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.***







9





Despite
      recently obtaining financing in the amount of $300,000, 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, 2007, 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
      $65,585 and $50,106, during the year ended December 31, 2006 and 2005,
      respectively. In addition, during these periods, we have used cash of $6,249
      and
      $21,967, respectively, in our operating activities. Subsequent to December
      31,
      2006, we did secure $300,000 of additional financing. While the proceeds of
      this
      financing will significantly aid our liquidity difficulties and we expect to
      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.





***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 no employees as of September 30, 2006. 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.***





Our
      current operating funds are less than necessary to complete all intended plan
      of
      mining operations for the Basin Gulch Property, currently estimated a projected
      cost to initial production, totaling $6,850,000. The entire estimated costs
      of
      the Company’s plan for mining operations, assuming the diatreme targets for the
      Basin Gulch property are $21,850,000. These projected costs are more fully
      discussed in the section entitled Projected Costs for Plan of Mining Operations
      (below). The Company has 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 January 23, 2007, the
      Company had cash in the amount of $300,000. The Company has no income from
      operations.





We
      have
      completed the fieldwork of our exploration on the Basin Gulch Property as
      further discussed in the section entitled Mineralization as set forth below.
      We
      have completed assaying of samples taken from the property during field
      exploration. Based on our review of the initial results we intend to proceed
      to
      our plan of mining operations. The Company does not have sufficient funds for
      our planned estimated cost of work to initial production, totaling $6,850,000,
      or the additional estimated costs of the Company’s plan for mining operations,
      assuming the diatreme targets for the Basin Gulch Property in the amount of
      $21,850,000.





10








Our
      business plan calls for significant expenses in connection with the development
      of production of the Basin Gulch Property. While the Company has 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 three phase exploration plan, which when complete, should allow us
      to
      determine the extent of mineralization in existence on the Basin Gulch Property.
      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 first phase of test mining,
      trenching, sampling and assays at the Basin Gulch Property total an estimated
      cost of $100,000. With this completed, the results of the first phase work
      will
      allow us to update our geological report on the Basin Gulch Property and will
      support our decision to proceed to the second phase of mine development further
      discussed in the section entitled Test Mining set forth below. When we receive
      the assay results we will have completed the Phase I mine development program
      as
      recommended in our independent professional consulting geologist’s Form 43-101
      report.





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 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.





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 Ms. Baljinder, our Chief Financial Officer, are
      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.***





11







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.




***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.***





12





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.





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***




Subject
      to certain regulatory approval of the acquisition of AGI by the Company, there
      will be approximately a total of 95,896,668 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 Pink Sheets quotation
      service, 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:





13







(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.





***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.





14








**Abandonment
      of Conglin Mineral Property Option Agreement**





Pursuant
      to a decision of our previous management, we decided to abandon our Conglin
      mineral property option agreement whereby we held the prior right to acquire
      a
      100% interest in a total of six mineral claims, covering 150 hectares near
      Missezula Lake and located in the Nicola Mining District, Province of British
      Columbia, Canada, know as the Conglin Property. Subsequent to entering into
      the
      option we staked additional property surrounding the original claims and they
      were registered, with the original claims, as two claims totaling 459 hectares.
      There was no assurance that a commercially viable mineral deposit existed on
      the
      property. In November 2006 the claims underlying the option lapsed.





**Minerals
      Properties**





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





**ITEM
                3.**
            **LEGAL
                PROCEEDINGS**





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, 2006, to a vote of our security holders, through the solicitation
      of proxies or otherwise.





**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. There have been two
      trades since January 28, 2007. We are now in the process of seeking to
      re-establish the quotation of our Common Stock on the OTC Bulletin Board.





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**
            
            **Low**Fiscal
                Year 2005 (January 1, 2005 - December 31, 2005)First
                quarter (January 1, 2005 - March 31, 2005) *
            
            $
            n/a
            
            $
            n/aSecond
                quarter (April 1, 2005 - June 30, 2005) *
            
            $
            n/a
            
            $
            n/aThird
                quarter (July 1, 2005 - September 30, 2005) *
            
            $
            n/a
            
            $
            n/aFourth
                quarter (October 1, 2005 - December 31, 2005) *
            
            $
            n/a
            
            $
            n/aFiscal
                Year 2006 (January 1, 2006 - December 31, 2006) **First
                quarter (January 1, 2006 - March 31, 2006)
            
            $
            1.30
            
            $
            0.01Second
                quarter (April 1, 2006 - June 30, 2006)
            
            $
            1.20
            
            $
            0.25Third
                quarter (July 1, 2006 - September 30, 2006)
            
            $
            1.00
            
            $
            0.25-Fourth
                quarter (October 1, 2006 - December 31, 2006)
            
            $
            0.25
            
            $
            0.01




*For
      the periods indicated, our common stock was not trading or quoted on any market
      or quotation service.


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







15





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.





**Holders**





The
      approximate number of holders of our Common Stock as of January 23, 2007 was
      65.





**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, 2006, we did not 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.





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**
            **Position**Rauno
                Perttu
            50,000
            President
                & Chief Executive Officer, DirectorHon.
                Edward Lawson
            50,000
            DirectorRichard
                Crofts
            50,000
            DirectorJeremy
                Caddy
            50,000
            Director












16


Recent
      Sales of Unregistered
      Securities




*Subsequent
      to January 1, 2007*




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.




*Fiscal
      year ended December 31, 2006, 2005 and 2004*




Information
      regarding our sales of our unregistered securities for the fiscal years ended
      December 31, 2006, 2005 and 2004, 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 AND****RESULTS
                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.





**Plan
      of Operation**




Based
      upon the net proceeds of $300,000 we received in connection with the January
      23,
      2007 private placement we believe we can satisfy our core cash requirements
      in
      terms of maintaining our interest in the Basin Gulch Property for the next
      12
      months. In addition, we have taken steps to negotiate a settlement with Dutch
      Mining LLC with respect to a loan receivable of $400,000 that is due and payable
      to AGI. While we have sufficient funds to conduct the April 2007 work phases
      of
      further drilling and assaying, and completion of the mine plan on the Basin
      Gulch 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.” ****





17








**Basin
      Gulch Management**





Aultra
      Gold’s Basin Gulch project in place in Montana is scheduled for early
      development, with the first work planned for this coming 2007 spring. Although
      Basin Gulch contains an open-ended bulk-tonnage gold/silver system that contains
      well in excess of a million ounces, with outstanding high-grade exploration
      targets untested, the current rules in Montana mean that a large-scale open
      pit
      gold mine will be too difficult to permit. Several local higher grade targets
      were discovered in the previous exploration of the property. These can 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 high-grade gold/silver ore within a nested diatreme complex
      and
      along associated structures. These targets will be systematically explored.
      Outlined below is AGI’s planned staged development of the Basin Gulch property.
      The initial reserves can be mined under Montana’s small mine provisions, so
      permitting can be completed in weeks instead of years.





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 recently retained Mr. David Hembree as an additional
      experienced mining geologist with underground management experience. As needed,
      Mr. Hembree will be supported by a younger field geologist, Mr. Brian Perttu,
      currently employed by AGI.





The
      contractor who will initially develop the drift into the first high-grade zone
      on the Basin Gulch property was 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, which is a major advantage
      in
      today’s tight mining labor market. 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 will 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.




**Cost
      and revenue assumptions—Basin Gulch**





The
      focus
      of our above described Plan of Mining Operations is aimed at the exploitation
      of
      a high-grade breccia zone, with the following cost and revenue assumptions
      pertaining to the Basin Gulch property:





Phase
      A)
  2,000 tons at 2 ounces per ton and 2,000 tons at 0.5 ounce per ton
      (“opt”): 5,000 ounces mined over 4 months at cost of $750,000 for portal and
      development, and $150 per ton mining cost. Gross revenues are projected at
      $2.5
      million, with associated costs of $1.35 million.





Phase
      B)
    Continuation of the drift to a secondary diatreme 200 feet beyond
      the breccia: 2 months; mine 20,000 tons at 0.4 opt over 8 months: 8,000 ounces
      at $500 per ounce equating to $4 million at a cost of $3 million.





Phase
      C)
    Starting summer of 2007, drilling is planned in nearby known
      target areas of high-grade mineralization for additional underground reserves
      & if blocked out, these will be developed as soon as possible with mining
      crews.





Phase
      D)
  Also starting 2007, permitting activities are to be conducted for a
      series of small sequential cuts in an advancing mine front, with corresponding
      sequential reclamation to minimize environmental disturbance. Initial
      near-surface areas have about 3 million tons at 0.04 recoverable opt, or 150,000
      ounces. At projected 2,000 tons of production per day mining rates, and 250
      days
      per year, we project production of 20,000 ounces per year for 6 years. At $500
      per ounce, we project revenues of $10 million per year, with $5 million per
      year
      in associated costs. Permitting for this stage could take an additional 1 to
      3
      years, but AGI’s exploration of identified and potential high-grade zones may
      find sufficient new high-grade underground reserves to allow continuous
      operations. While some of the projected Phase A and Phase B production volumes
      and grades are estimates, the much larger Phase D reserves are based on a large
      number of trenches and pattern drill holes. AGI also plans to drill deep
      diatreme targets early. If a large high-grade “boiling zone” deposit is
      discovered, it will be incorporated into the development plans.





Until
      we
      realize production from the Basin Gulch Property we will not generate
      significant revenues and may not be successful. If we can not 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 believe cash from operations and cash equivalents
      will be sufficient to meet core operational cost requirements for the next
      12
      months, but 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.





18




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,
      2006**





We
      have
      not earned any revenues from our incorporation on January 26, 2005 to December
      31, 2006.  We do not anticipate earning revenues unless we enter into
      commercial production on the Conglin Property, which is doubtful.  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 $50,106 for the period from our
      inception on January 26, 2005 to December 31, 2005. These operating expenses
      were comprised of accounting and audit fees of $15,000, mineral property costs
      of $25,125, transfer agent costs of $1,174, organization costs of $500, legal
      fees of $7,500, regulatory fees and filings of $706 and office, bank charges
      and
      other sundries, net of interest income, of $101.





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, 2006 were $65,716, as compared to $50,106 for
      the
      period from inception on January 20, 2005 to December 31, 2005. The primary
      reason for the increase in general and administrative expenses was professional
      fees.





Net
      income (loss) for the fiscal year ended to December 31, 2006 was a loss of
      ($65,585), as compared to a net loss of $50,106 for the period from inception
      on
      January 20, 2005 to December 31, 2005.





**Liquidity
      and Capital Resources**





At
      December 31, 2006, our cash was $58 and we had currently liabilities of $28,641.
      Since our inception on January 20, 2005, to the end of the period ended December
      31, 2006, we have incurred a loss of $115,691. We attribute our net loss to
      having no revenues to offset our operating expenses. Net cash used in operating
      activities was $6,429 for the period ended December 31, 2006. At December 31,
      2006, we had an accumulated deficit of $50,106.





From
      our
      inception on January 20, 2005 to the end of the period December 31, 2006, net
      cash provided by financing activities was $3,260,833, which primarily derived
      from loans made to our company and partially derived from the issuance and
      sales
      of our common stock. For the period ended December 31, 2006, net cash used
      in
      investing activities was $3,250,000, resulting from our agreements made pursuant
      to the Liverpoole Share Exchange Agreement and accompanying agreements. As
      further explained above, pursuant to the terms of the Release Agreement dated
      December 8, 2006, we abandoned the strategy of acquiring and licensing of online
      gaming technologies. As more fully described above, we are now solely 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.





We
      believe cash flow from operations and cash and cash equivalents will be
      sufficient to meet its 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.





19





**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 period from January 20, 2006 (inception) to September 30,
      2006, 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.





20








**ITEM
                7.**
            **FINANCIAL
                STATEMENTS.**








**AULTRA
      GOLD INC.**





(Formerly
      New World Entertainment Corp.;


Formerly
      Morningstar Industrial Holds Corp.;


Formerly
      Katie Gold Corp.)





**INDEX
      TO FINANCIAL STATEMENTS**


For
                the Years Ended December 31, 2006 and 2005
            PageReport
                of Independent Registered Certified Public Accounting Firm
            F-2Balance
                Sheets as of December 31, 2006 and 2005
            F-3Statements
                of Operations for the years ended December 31, 2006, and 2005
            F-5Statements
                of Stockholders’ Equity (Deficit) for the years ended December 31, 2006,
                and 2005
            F-6Statements
                of Cash Flows for the years ended December 31, 2006 and 2005
            F-7Notes
                to Financial Statements
            F-8














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 (Formerly New World Entertainment).








We
      have
      audited the accompanying balance sheet of Aultra Gold Inc (Formerly New World
      Entertainment). as of December 31, 2006 and 2005, 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, 2006 and 2005 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, 2006 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***





Moore
      & Associates Chartered


Las
      Vegas, Nevada


March
      30,
      2007











*2675
      S. Jones Blvd. Suite 109, Las Vegas, NV 89146 (702) 253-7511 Fax (702)
      253-7501*





F-2




**Aultra
          Gold Inc.**
 (Formerly
          New World Entertainment Corp.; Formerly Morningstar Industrial Holds Corp.;
          Formerly Katie Gold Corp.)
 **Balance
          Sheet**
 **As
          at December 31, 2006**
 *(Stated
          in United States Dollars)*
 
 December
                    31
                
                December
                    312006
                
                2005$
                
                $**A
                    S S E T S****Current
                    Assets**Cash
                
                
                58
                
                
                48,381Interest
                    receivable and prepaids
                
                
                225
                
                
                331Notes
                    Receivable
                
                
                3,250,000
                
                
                0Total
                    Current Assets
                
                
                3,250,283
                
                
                48,712**Fixed
                    Assets**
                
                
                0
                
                
                0**Total
                    Assets**
                
                
                **3,250,283**
                
                
                **48,712****L
                    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
                    Y****Current
                    Liabilities**Accounts
                    payable and accrued liabilities
                
                
                28,641
                
                
                22,318Total
                    current liabilities
                
                
                28,641
                
                
                22,318**Long-Term
                    Liabilities**Loans
                
                
                3,250,000
                
                
                0**Total
                    Liabilities**
                
                
                **3,278,641**
                
                
                **22,318****S
                    H A R E H O L D E R S ’ E Q U I T Y**Common
                    stock, $0.001 par value, 500,000,000 shares authorized:
                    82,233,333
                  shares
                    issued and outstanding (71,400,000 in 2005 (note 7(a))
                
                
                82,233
                
                
                71,400Accumulated
                    deficit in the exploration state (January 25, 2005 to December
                    31, 2006)
                
                
                (115,691
                )
                
                (50,106
                )Additional
                    paid-in capital
                
                
                5,100
                
                
                5,100Total
                    shareholders’ equity
                
                
                (28,358
                )
                
                26,394**Total
                    liabilities and shareholders’ equity**
                
                
                **3,250,283**
                
                
                **48,712**
 
 Approved
                      by
                      the Board of Directors:/s/ Rauno
                    Perttu
                  
                  
                  /s/
                    Baljinder
                    BhullarDirector
                  
                  
                  Director
  
 See
                  notes
                  to financial statements
 F-3
 **Aultra
          Gold Inc.**
 (Formerly
          New World Entertainment Corp.; Formerly Morningstar Industrial Holds Corp.;
          Formerly Katie Gold Corp.)
 **Statement
          of Operations and Deficit**
 **From
          inception on January 25, 2005 to December 31, 2006**
 *(Stated
          in United States Dollars)*
 
 December
                    31
                
                December
                    312006
                
                2005$
                
                $**REVENUE**
                
                
                131**Expenses**Filing
                    Fees
                
                
                1,600
                
                
                706Travel
                
                
                5,236
                
                
                0Shares
                    issued in lieu of payment for interest
                
                
                10,833
                
                
                0Mineral
                    property option payments
                
                
                0
                
                
                5,000Mineral
                    property expenditures
                
                
                9,240
                
                
                20,125Office
                    and sundry
                
                
                1,484
                
                
                101Professional
                    fees
                
                
                36,575
                
                
                23,000Transfer
                    agent
                
                
                748
                
                
                1,174**Loss
                    for the period**
                
                
                (65,585
                )
                
                (50,106
                )**Deficit
                    - beginning of the period**
                
                
                (50,106
                )
                
                -**Deficit
                    - end of period**
                
                
                (115,691
                )
                
                (50,106
                )Loss
                    per shares - basic and diluted
                
                
                (0.0016
                )
                
                (0.02
                )Weighted
                    Average Number of Shares Outstanding
                
                
                72,939,346
                
                
                3,114,137
 
  See
              notes
              to financial statements
 F-4
  **Aultra
          Gold Inc.**
 (Formerly
          New World Entertainment Corp.; Formerly Morningstar Industrial Holds Corp.;
          Formerly Katie Gold Corp.)
 **Statement
          of Cash Flows**
 **From
          inception on January 26, 2005 to December 31, 2006**
 *(Stated
          in United States Dollars)*
 
 
 December
                    31
                
                December
                    312006
                
                2005$
                
                $**Cash
                    flows from operating activities**Loss
                    for the period
                
                
                (65,585
                )
                
                (50,106
                )Changes
                    in:Interest
                    receivable and prepaid expenses
                
                
                106
                
                
                (331
                )Accounts
                    payable and accrued liabilities
                
                
                6,323
                
                
                22,318Net
                    cash used in operating activities
                
                
                6,429
                
                
                21,967**Cash
                    flows from investing activities**Investments
                
                
                (3,250,000
                )
                
                0Cash
                    used in investing activities
                
                
                (3,250,000
                )
                
                0**Cash
                    flows from financing activities**Share
                    capital issued for cash
                
                
                10,833
                
                
                71,400Loans
                
                
                3,250,000
                
                
                0Additional
                    paid-in capital
                
                
                0
                
                
                5,100Net
                    cash received from financing activities
                
                
                3,260,833
                
                
                76,500**Net
                    increase in cash**
                
                
                (48,323
                )
                
                48,381**Cash
                    - beginning of period**
                
                
                48,381
                
                
                0**Cash
                    - end of period**
                
                
                58
                
                
                48,381
 
   See
              notes
              to financial statements
 F-5
  **Aultra
          Gold Inc.**
 (Formerly
          New World Entertainment Corp.; Formerly Morningstar Industrial Holds Corp.;
          Formerly Katie Gold Corp.)
 **Consolidated
          Statements of Stockholders’ Equity**
 **From
          inception on January 26, 2005 to December 31, 2006**
 *(Stated
          in United States Dollars)*
 
  Common
                    StockShares
                
                Amount
                
                Additional
                    Paid-in Capital
                
                Accumulated
                    Deficit
                
                Total
                    Equity (Deficit)$
                
                $
                
                $
                
                $Opening
                    balance, January 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
                
                
                -
                
                
                5,000Net
                    (Loss) for the year
                
                
                -
                
                
                -
                
                
                
                
                
                (50,106
                )
                
                (50,106
                )Balance,
                    December 31, 2006
                
                
                71,400,000
                
                
                71,400
                
                
                5,100
                
                
                (50,106
                )
                
                26,394Shares
                    issued in lieu of payment for interests on promissory notes,
                    May
                    2006
                
                
                10,833,333
                
                
                10,833
                
                
                -
                
                
                -
                
                
                10,833Net
                    (Loss) for the period
                
                
                -
                
                
                -
                
                
                
                
                
                (65,585
                )
                
                (65,585
                )Balance,
                    December 31, 2006
                
                
                82,233,333
                
                
                82,233
                
                
                5,100
                
                
                (115,691
                )
                
                (28,358
                )
   See
                notes
                to financial statements
 F-6
   **Aultra
          Gold Inc.**
 (Formerly
          New World Entertainment Corp.; Formerly Morningstar Industrial Holds Corp.;
          Formerly Katie Gold Corp.)
 Notes
          to
          Financial Statements
 December
          31, 2006
 *(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. Refer to Note 5.
 
 
 **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 have not
          been
          finalized. Refer to Note 5
 
 
 **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
          $115,691 for the period from January 26, 2005 (inception) to December 31,
          2006
          and has revenues for $131. 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
  F-7
  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. Refer to Note 5.
 
 **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.
 
 **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**
 
 Prospecting
          and exploration costs incurred in the search for new mineral properties
          are
          charged to expense as incurred. Direct costs associated with the development
          of
          identified reserves are capitalized until the related geologic areas are
          either
          put into production, sold or abandoned. As of December 31, 2006 there were
          no
          geologic areas under production.
 
 **f)**  **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.
  F-8
  
 
 
 **g)**  **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.
 
 **h)**  **Loan
          Agreement**
 
 On
          May 3,
          2006, the Company entered into a $3,250,000 secured Loan Agreement (the
“Loan
          Agreement”) with 555 Holdings LLC, Nevada limited liability company, and Global
          Developments Inc., a Nevada company (collectively the “Lenders”), pursuant to
          which Loan Agreement the Company 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, the Company agreed to simultaneously with the issuance
          of
          the Notes to issue three and one third shares of common stock, $0.001 par
          value
          per share (the “Common Stock”), of restricted stock of the Company for every
          dollar loaned by the Lenders, amounting to 10,833,333 shares of Common
          Stock
          (the “Shares”). The issuance of the Note was exempt from registration
          requirements of the Securities Act of 1933 (the “Securities Act”) pursuant to
          Section 4(2) of such Securities Act and/or Regulation D promulgated thereunder
          based upon the representations of the Investor that it is an “accredited
          investor” (as defined under Rule 501 of Regulation D) and that it was purchasing
          such securities without a present view toward a distribution of the securities.
          In addition, there was no general advertisement conducted in connection
          with the
          sales of the securities.
 
 On
          May
          30, 2006 the Company entered into an un-secured Loan Agreement with Liverpoole
          Inc., a privately-owned corporation organized under the laws of Antigua
          for
          $3,250,000. Such Loan Agreement is for a 1 (one) year term commencing on
          May 30,
          2006 with an annual interest of 7 (seven) percent. Refer to note 5.
 
 **i)**  **Share
          Capital**
 
 Share
          capital issued for non-monetary consideration is recorded at an amount
          based
          upon fair market value as estimated by management.
 
 **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 currently has no stock options outstanding.
  F-9
  
 **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, 2006, the Company does not have any asset retirement
          obligations.
 
 
 **3.**
                **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
                
                
                82,333
 
 b)
                Refer
                    to note 10.
 
 
 **4.**  **Income
          Taxes**
 
 A
          reconciliation of income taxes at statutory rates is as follows:
 
 2006$Net
                    loss for the year
                
                
                (65,585)Total
                    income taxes
                
                
                -
 
 The
          Company has non-capital losses of approximately $65,585, which are available
          to
          reduce future taxable income in Canada and which expire in 2026. Subject
          to
          certain restrictions the Company also has mineral property expenditures
          of
          approximately $9,240 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.
    **Income
                    Tax Operating**
                  ******Loss
                    Carry Forward****Amount**
                
                **Expiry
                    Date**2005
                
                $
                24,981
                
                
                20252006
                
                $
                56,345
                
                
                2026**Total
                  income tax operating loss
                  carry forward**
                
                **$**
                **81,326**
 
  
 
 F-10
 **5.
          Subsequent Events**
 
 In
          addition to items disclosed elsewhere in these notes, the following occurred
          during the period subsequent to December 31, 2006:
 
 ·
                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 106,730,001 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.
 
 ·
                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.
 
 ·
                Effective
                    January 22, 2007, all management and directorship
                    changed.
 
 ·
                Effective
                    January 22, 2007, termination of the May 3, 2006 Loan Agreement
                    for
                    $3,250,000 with 555 Holdings LLC.
 
 ·
                Effective
                    January 22, 2007, termination of the May 12, 2006 Share Exchange
                    Agreement
                    with Liverpoole Inc. and World Mobile Network
                    Corp.
 
 
 **6.**  **Recent
          Accounting Pronouncements**
 
 In
          May
          2003, SFAS No. 150, “Accounting for Certain Financial Instruments with
          Characteristics of both Liabilities and Equity”. This standard established how
          an issuer classifies and measures certain financial instruments with
          characteristics of both liabilities and equity. This standard becomes effective
          for any financial instruments entered into or modified after May 31, 2003.
          The
          Company does not expect the adoption of SFAS No. 150 to have a material
          effect
          on its financial statements.
 
 In
          April
          2003, the FASB issued SFAS No.149, “Amendment of Statement 133 on Derivative
          Instruments and Hedging Activities”. This statement amends and clarifies
          financial accounting and reporting for derivative instruments, including
          certain
          derivative instruments embedded in other contracts (collectively referred
          to as
          derivatives), and for hedging activities under SFAS no. 133 “Accounting for
          Derivative Instruments and Hedging Activities” entered into after June 30, 2003.
          The Company does not expect the adoption of SFAS No. 149 to have a material
          effect on its financial statements.
 
 In
          January 2003, the FASB issued FASB Interpretation No. 46(“FIN 46”),
“Consolidation of Variable Interest Entities”. This interpretation gives
          guidance that determines whether consolidation of a Variable
  F-11
  Interest
          Equity is required and is effective for all variable interest entities
          with
          which the Company becomes involved beginning in February 2003, and all
          pre-existing entities beginning after June 15, 2003. The Company does not
          expect
          the adoption of FIN 46 to have a material effect on its financial
          statements.
 
 In
          November 2002, the FASB issued SFAS interpretation No. 45 (“FIN 45”), its
          Guarantor’s Accounting and Disclosure Requirements for Guarantees, Including
          Guarantees of Indebtedness of Others”. FIN 45 requires that upon issuance of a
          guarantee, the guarantor must recognize a liability for the fair value
          of the
          obligation it assumes under that guarantee. The initial recognition and
          measurement is to be applied on a prospective basis to guarantees issued
          or
          modified after December 31, 2005. Disclosure requirements are effective
          for
          financial statements of both interim and annual period that end after December
          15, 2002. The Company has no guarantees to unaffiliated third parties and
          therefore the adoption of FIN 45 had no impact on its financial
          statements.
 
 In
          June
          2002, the FASB issue SFAS No. 146, “Accounting for Costs Associated with Exit or
          Disposal Activities”. This standard addresses the recognition, measurement and
          reporting of costs that are associated with exit or disposal activities.
          SFAS
          No. 146 is effective for exit or disposal activities that are initiated
          after
          December 31, 2002. The adoption of SFAS No. 146 had no impact on the Company’s
          financial statements.
   Approved
                  by
                  the Board of Directors:/s/ Rauno
                Perttu
              
              
              /s/ Baljinder
                BhullarDirector
              
              
              Director








F-12





**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).




**ITEM
                8A.**
            **CONTROLS
                AND PROCEDURES**




(a)
      Evaluation of Disclosure Controls and Procedures




Based
      on
      an evaluation of our disclosure controls and procedures (as defined in Rules
      13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended)
      required by paragraph (b) of Rule 13a-15 or Rule 15d-15, as of December 31,
      2006, our Chief Executive Officer and Chief Financial Officer have concluded
      that our disclosure controls and procedures were effective in ensuring that
      information required to be disclosed by us in the reports that we file or submit
      under the Exchange Act is recorded, processed, summarized and reported within
      the time periods specified in the Commission's rules and forms. Our Chief
      Executive Officer and Chief Financial Officer also concluded that, as of
      December 31, 2006, our disclosure controls and procedures were effective in
      ensuring that information required to be disclosed by us in the reports that
      we
      file or submit under the Exchange Act is accumulated and communicated to our
      management, including our Chief Executive Officer and Chief Financial Officer,
      to allow timely decisions regarding required disclosure.





*Limitations
      on the Effective of Controls*




Our
      management does not expect that our disclosure controls or our internal controls
      over financial reporting will prevent all error and fraud. A control system,
      no
      matter how well conceived and operated, can provide only reasonable, but no
      absolute, assurance that the objectives of a control system are met.
 Further, any control system reflects limitations on resources, and the
      benefits of a control system must be considered relative to its costs.
 These limitations also include the realities that judgments in
      decision-making can be faulty and that breakdowns can occur because of 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 override of a control.  A design of a control system is also
      based upon certain assumptions about 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 may not be
      detected.





21







(b)
      Changes in Internal Controls




There
      were no changes in our internal controls over financial reporting that could
      significantly, or are reasonably likely to materially affect, our affect
      internal controls over financial reporting that occurred during the our fiscal
      quarter ended December 31, 2006.







**ITEM
                8A (T).**
            **CONTROLS
                AND PROCEDURES**





**Not
      applicable.**




**ITEM
                8B.**
            **OTHER
                INFORMATION**





None.





**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 31, 2007, who became our directors and executive officers
      following the acquisition of AGI:




**Name**
            **Age**
            **Position**
            **Director
                Since**Rauno
                Perttu (1)
            61
            President,
                Chief Executive Officer and Director
            January
                2007Hon.
                Edward Lawson (1)
            76
            Director
            January
                2007Richard
                Crofts (1)
            68
            Director
            January
                2007Baljinder
                Bhullar (2)
            37
            Chief
                Financial Officer andDirector
            March
                2007Jeremy
                Caddy (2)Robert
                Biagioni (3)Michelle
                Dobson (4)Victoria
                Jean Arnott (5)




(1)
      On
      January 22, 2007, effective with the acquisition of AGI, the indicated directors
      and/or officers of the Company were appointed to the respective
      positions.




(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.


(3)
      Resigned as the Company’s CEO, President and director on March 31,
      2006.


(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.


(5)
      Ms.
      Arnott resigned as Secretary, Treasurer and director of the Company effective
      as
      of April 6, 2006.





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, Director




Mr.
      Rauno
      Perttu age 61, has agreed to act 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.





22




**Hon.
      Edward Lawson** -
      Director.




The
      Honorable Edward M. Lawson has served in the Federal Parliament of Canada for
      thirty-three years, as the senior senator representing British Columbia. He
      has
      sat as an Independent member of the Senate and resides with his wife Beverley
      in
      Vancouver, B.C.




Senator
      Lawson had a parallel career for forty years as a Trade Union Representative
      with the International Brotherhood of Teamsters serving in a variety of
      capacities, starting as a Business Agent on Construction. He was elected and
      re-elected for more than twenty years as an International Vice-President
      representing working men and women in North America. As a founding Director
      of
      the Canadian Conference of Teamsters, Senator Lawson served in that position
      for
      fourteen years. In recognition of his service, Senator Lawson was awarded the
      James R. Hoffa Lifetime Achievement Award presented in 2003 at the 100th
      anniversary of the International Brotherhood of Teamsters in Washington, D.C.
      He
      retired from the Labor movement in January 1992 and now devotes his full time
      to
      his Senatorial duties.




Senator
      Lawson serves as a director of a number of Canadian Companies. Most notably,
      for
      more than twenty-six years, he served on the board of Northwest Sports, which
      operates the Vancouver Canucks hockey team in the NHL. Senator Lawson is also
      one of the founding members of the Vancouver Police Foundation.




Throughout
      his career, Senator Lawson has been active in many charitable and community
      organizations throughout North America, including Variety Club, Lions Society,
      Zajac Foundation and Child Help U.S.A. to name a few. Considered a humorist,
      Senator Lawson, as a result of his long-standing hobby of writing and performing
      humor, enjoys sharing it with others.




**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 through out 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.




**Baljinder
      Bhullar -** Chief
      Financial Officer and Director





Ms.
      Bhullar has her designations in accounting as a Certified General Accountant
      and
      risk management. She has over sixteen years of extensive experience in
      accounting, finance and risk management. Her previous role was with the largest
      Port Authority in Canada where Ms. Bhullar managed the corporate insurance
      program. Her duties ranged from determining the insurance requirements,
      negotiating contracts and policies, and brokering requests for proposals, to
      corporate financial modeling, analysis and reporting, and systems
      implementation. As past President for the BC Risk and Insurance Management
      Association, Ms. Bhullar has successfully increased the visibility and exposure
      of the risk management industry in Vancouver and in British
      Columbia.




**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.





23








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, 2005, 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




**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, 2006:







**Name
                & Relationship**
            
            **Number
                of Late Reports**
            
            **Transactions
                not Timely Reported**
            
            **Known
                Failure to File a Required Form**Robert
                Biagioni
            
            3
            
            3
            
            0Michelle
                Dobson
            
            1
            
            1
            
            1Victoria
                Jean Arnott
            
            3
            
            3
            
            0







**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
      2007.




**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, 2006. None of the Company’s officers
      received compensation in excess of $100,000 during any of the year ended
      December 31, 2006.





**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 ($) (1)
            Total
                ($)**Robert
                Biagioni**
              CEO,
                President and Director(2)
            2006
            0
            --
            --
            --
            --
            --
            --
            0**Michelle
                Dobson**
              CEO,
                President and Director(3)
            2006
            0
            --
            --
            --
            --
            --
            --
            0**Rauno
                Perttu**
              CEO,
                President and Director(4)
            2006
            -
            --
            --
            --
            --
            --
            --
            -






(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.




(2)
      Resigned as the Company’s CEO, CFO, President and sole Director on March 31,
      2006.




(3)
      Appointed as the CEO, CFO, President and Director of the Company on April 1,
      2006. Subsequent resigned as the Company’s CEO, CFO, President and sole Director
      on January 22, 2007.




(4)
      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, 2005, and other
      executive officers whose annual compensation exceeded $100,000 during any of
      the
      fiscal year ended December 31, 2005. None of the Company’s officers received
      compensation in excess of $100,000 during fiscal year ended December 31, 2005.





**Annual**
              **Compensation**
            
            **Long-term**
              **compensation**
            
            **Payouts****Name & Principal**
              **Position**
            
            **Year**
            
            **Salary**
              **$**
            
            **Bonus**
              **$**
            
            **Restricted**
              **Stock**
              **Awards**
            
            **Number**
              **of**
              **Options**
            
            **LTIP**
              **payouts**
              **($)**
            
            **All**
              **other**
              **Compen**
              **sa-**
              **Tion**
              **($)****Robert
                Biagioni**
            
            
            2005
            
            
            0
            
            
            0
            
            
            0
            
            
            0
            
            
            0
            
            $
            0CEO,
                President and Director (1)




(1)
      Resigned as the Company’s CEO, President and sole Director on March 31, 2006.







24








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 20, 2006 to December 31, 2006.









**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
            2006
            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**





25





As
      of the
      end of our fiscal year ended December 31, 2006, we did not 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, 2006.





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)**Robert
                Biagioni (1)**
            --
            --
            --
            --
            --
            --
            --**Michelle
                Dobson (2)**
            --
            --
            --
            --
            --
            --
            --






(1)
      Resigned as the Company’s CEO, President and sole Director on March 31,
      2006.




(2)
      Appointed as the CEO, President, CFO and director of the Company on April 1,
      2006. Subsequent resigned as the Company’s CEO, President, CFO and sole director
      on January 22, 2007.





(3)
      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, personal benefits in excess of $10,000.




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 31, 2007 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)
            5,000,000
            5.22%Edward
                Lawson (2)
            500,000
            0.52%Baljinder
                Bhullar (2)
            100,000
            0.10%Richard
                Crofts (2)
            50,000
            0.052%Strategic
                Minerals Inc. (3)
            20,000,000
            20.86%Aultra
                Gold Capital Inc. (4)
            55,000,000
            57.34%All
                officers and directors as a group (4 persons)
            5,650,000
            5.89%







(1)
            Applicable
                percentage ownership is based on 95,896,668 shares of common stock
                outstanding as of March 31, 2007, together with securities exercisable
                or
                convertible into shares of common stock within 60 days of January
                23, 2006
                for each stockholder (assuming the acquisition of AGI and issuance
                of
                24,496,668 shares of common stock to the AGI Shareholders). 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 31, 2007 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.





**Equity
      Compensation Plan Information**





As
      of the end of our fiscal year ended December 31, 2006, we did not 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.








26





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**
            **Position**Rauno
                Perttu
            50,000
            President
                & Chief Executive Officer, DirectorHon.
                Edward Lawson
            50,000
            DirectorRichard
                Crofts
            50,000
            DirectorJeremy
                Caddy
            50,000
            Director





**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 Messrs. Edward Lawson and 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**
            
            **Description**2.1
            
            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)






27




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)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)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.





**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, 2006*
            
            December
                31, 2005Audit
                fees
            
            $
            3,000
            
            $
            4,000Audit-related
                fees
            
            
            Nil
            
            
            NilTax
                fees
            
            
            Nil
            
            
            NilAll
                other fees
            
            
            15,600
            
            
            7,200




*
      Moore
& Associates billed us $5,000 during the fiscal year ended December 31,
      2006.





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.








28





**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:
                April 13, 2007
            By:
            */s/
                Rauno Perttu*Name:
                Rauno Perttu
              Title:
                Chief Executive Officer





Dated:
                April 13, 2007
            By:
            */s/
                Baljinder Bhullar*Name:
                Baljinder Bhullar
              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 Perttu*
              Rauno Perttu
            
            Chief
                Executive Officer, President and Director
            
            April
                13, 2007*/s/
                Baljinder Bhullar*
              Baljinder
                Bhullar
            
            Chief
                Financial Officer, acting Principal Accounting Officer and
                Director
            
            April
                13, 2007*/s/
                Edward Lawson*
              Hon. Edward Lawson
            
            Director
            
            April
                13, 2007*/s/
                Richard Crofts*
              Richard
                Crofts
            
            Director
            
            April
                13, 2007









29