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, 2007
  [
] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
 
 Commission
file number: 333-126748
 AULTRA GOLD
INC.
 (Exact
name of registrant as specified in its charter)
 Nevada
              333-126748
              98-0448154(State or Other
      Jurisdiction
              (Commission
      File
              (I.R.S.
      Employerof
      Incorporation)
              Number)
              Identification
      Number)
 
 120 North 5thStreet
 JACKSONVILLE OR
97530
 (Address
of principal executive offices)
  (Registrant's
telephone number, including area code) (541)
899-8036
 (Formerly
known as and former address of)
 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)
  
 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 10, 2008, as reported on the Pink Sheets under the symbol “AGDI.OB,” was
approximately $9,094,667 (96,146,668 shares less the 5,200,000 owned by the
officers & directors x $0.10 per share).
 
 The number of shares outstanding of
each class of our common equity as of April 14, 2008 is as
follows:
  Class of Common Equity
              
              Number of
      SharesCommon
      Stock, par value $0.001
              
              96,146,668
 
 Transitional
Small Business Disclosure Format (check one): Yes [  ] No [X]
  
   
 Table
      Of ContentsItem
              Description
              PagePart
      I1.
              Description
      of Business
              22.
              Description
      of Property
              73.
              Legal
      Proceedings
              184.
              Submissions
      of Matters to a Vote of Security Holders
              18Part
      II5.
              Market
      for Common Equity and Related Stockholder Matters
              196.
              Management’s
      Discussion and Analysis or Plan of Operations
              217.
              Financial
      Statements
              F-1
      to F-158.
              Changes
      in and Disagreements with Accountants on Accounting and Financial
      Disclosure
              258A.
              Controls
      and Procedures
              268A(T).
              Controls
      and Procedures.
              26Part
      III9.
              Directors,
      Executive Officers, Promoters, Control Persons and Corporate Governance;
      Compliance With Section 16(a) of the Exchange Act
              2710.
              Executive
      Compensation
              2911.
              Security
      Ownership of Certain Beneficial Owners and Management and Related
      Stockholder Matters
              3112.
              Certain
      Relationships and Related Transactions, and Director
      Independence
              3213.
              Exhibits
              3214.
              Principal
      Accountant Fees and Services
              33Signatures
              34Financial
      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
      two years in an approximate amount of $21,850,000.·
                Our ability to obtain
      additional funding as we presently do not have sufficient funds to pursue
      our stated plan 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.
 
 1
  Item
1. Description of Business
 
 Description
of Aultra Gold, Inc (fka New World Entertainment Corp.) Business
 
 Organizational
History
 
 Aultra
Gold Inc. (formerly known as New World Entertainment Corp. and Morningstar
Industrial Holdings Corp.) was incorporated under the laws of the State of
Nevada on January 26, 2005 as Katie Gold Corp. and it was primarily engaged in
the acquisition and exploration of mining properties until April
2006.
 
 On March
10, 2006, our shareholders unanimously adopted a resolution to conduct a forward
split of our common stock on a 20 share for 1 share basis, payable as a
dividend.  The record date for the dividend was Friday, March 17, 2006, and
the pay date was Monday, March 20, 2006.  As a result of the dividend, the
amount of our issued and outstanding common stock increased from 3,570,000
shares to 71,400,000 shares.
 
 On March
21, 2006, a Certificate of Amendment was filed with the Secretary of State in
Nevada to change our name from Katie Gold Corp. to Morningstar Industrial
Holdings Corp. At this time, we were still engaged in the acquisition and
exploration of mining properties.
 
 On April
26, 2006, we filed Articles of Merger with the Secretary of State in Nevada to
merge with New World Entertainment Corp., a private company incorporated in
Nevada. As a result of the merger, we changed its name from Morningstar
Industrial Holdings Corp. to New World Entertainment Corp and underwent a change
in management.
 
 On May
26, 2006, we entered into a Loan Agreement under which 10,833,333 additional
shares of our common stock were to be issued (as further described below). For
reasons discussed below we subsequently decided to terminate such arrangement
without further obligations whatsoever, and the resolution to issue the
10,833,333 shares of common stock was revoked without such shares issuance
taking place.
 
 In
addition, for reasons discussed below on January 22, 2007, we entered into a
Share Exchange Agreement to issue 24,496,668 shares of our common stock and we
expect a total of 95,896,668 shares of commons tock will be issued subsequent to
this issuance (which is reduced from the amount of 106,730,001 shares previously
reported under an 8K Report filed February 28, 2007 by cancellation of
10,833,333 common shares associated with the termination of the May 26, 2006
Loan Agreement as discussed below).
 
 On
January 18, 2007, we filed a Certificate of Amendment to increase the number of
shares of Common Stock which we are authorized to issue from 75,000,000 shares
of Common Stock to 150,000,000 shares.
 
 On March
22, 2007, we filed a Certificate of Correction to correctly provide that the
number of shares of Common Stock which we are actually authorized to issue is
500,000,000 shares and not 75,000,000 shares. The increase to 500,000,000 was
approved by our shareholders holding majority of our issued and outstanding
shares of common stock as of April 26, 2006, and our filing of a Certificate of
Amendment on January 18, 2007, erroneously referenced that we were only
authorized to issue up to 150,000,000 shares of our common stock.
 
 As
discussed further above and below, on April 26, 2006, we filed Articles of
Merger with the Secretary of State in Nevada to merge with New World
Entertainment Corp., a private company incorporated in Nevada. At the time of
the merger with New World Entertainment Corp., we intended to pursue acquisition
and licensing of online gaming technologies; however, pursuant to the terms of
the Release Agreement as more fully described forth below, we have since
abandoned the strategy of acquiring and licensing of online gaming
technologies.
 
 On
October 22, 2007 one of our shareholders, Aultra Gold Capital, agreed to cancel
30,000,000 shares which reduced the number of outstanding shares to 65,293,334
as of that date. However in April 2008 the Company agreed to re-issue those
shares to Rauno Perttu.
 
 Our
fiscal year end is December 31.
 
 2
  Description
Of Events Leading Up To, And Including, The Share Exchange Agreement Dated
January 22, 2007 - Via Which We Acquired Aultra Gold Inc. (Canada)
 
 Organizational
History
  Aultra
Gold Inc. (Canada) (hereinafter referred to as “AGI”) was incorporated on
January 20, 2006 as Dutch Mining (Canada) Ltd. under the laws of Canada,
pursuant to the Business Corporations Act of British Columbia. It completed a
formal name change to Aultra Gold Inc. on December 8, 2006. On January 22, 2007
(the “Closing Date”), we entered into a definitive Share Exchange Agreement (the
"Agreement") with Strategic Minerals Inc., a Nevada corporation, AGI and certain
other shareholders of AGI. Pursuant to the Agreement we agreed to acquire up to
100% of the outstanding equity of AGI from the stockholders of AGI (the “AGI
Shareholders”) in exchange for the issuance by us to the AGI Shareholders of one
share of our common stock, $0.001 par value (the “Common Stock”), for each
issued common share of AGI (the “Acquisition”).
 
 General
Overview of Business
  AGI is
engaged in the business of acquiring and exploring gold and mineral properties
with proven and probable reserves principally located in Nevada and Montana,
USA, with the objective of identifying gold and mineralized deposits
economically worthy of continued production and/or subsequent development,
mining or sale.
  On May
31, 2006, AGI acquired the Basin Gulch property in Granite County, Montana, from
Strategic Minerals, Inc. a Nevada corporation (“Strategic”) whereby Strategic
granted AGI the exclusive right to explore, evaluate, develop, and mine the
Basin Gulch Property. In consideration of the acquisition of the Basin Gulch
Property, AGI issued to Strategic 20,000,000 of its common shares. Strategic is
a related party to AGI.
 
 Recent
Developments
 
 Change
in Authorized Share Capital
  On
January 18, 2007, we filed a Certificate of Amendment to increase the number of
shares of Common Stock which we are authorized to issue from 75,000,000 shares
of Common Stock to 150,000,000 shares.
 
 On March
22, 2007, we filed a Certificate of Correction to correctly provide that the
number of shares of Common Stock which we are actually authorized to issue is
500,000,000 shares of Common Stock and not 75,000,000 shares. The increase to
500,000,000 was approved by our shareholders holding majority of our issued and
outstanding shares of common stock as of April 26, 2006, and our filing of a
Certificate of Amendment on January 18, 2007, erroneously referenced that we
were only authorized to issue up to 150,000,000 shares of our common
stock.
  On
October 22, 2007 one of our shareholders, Aultra Gold Capital, agreed to cancel
30,000,000 shares which reduced the number of outstanding shares to 65,293,334
as of that date. In April 2008 it was agreed that those shares would be
re-issued to Mr. Rauno Perttu.
 
 Other
Information
 
 On April
6, 2006 Robert Biagioni resigned as our President, Chief Executive Officer and
as a member of our board of directors. In addition, on that date Victoria Arnott
also resigned as a member of our board of directors.
 
 On April
6, 2006 Michelle Dobson was appointed as our President, Chief Executive Officer
and sole director to fill the corresponding vacancies.
  Effective
January 22, 2007, Ms. Dobson resigned from her positions as our Chief Executive
Officer, President, Chief Financial Officer and sole director. Effective as of
equal date, Mr. Rauno Perttu was appointed as our President, Secretary and
Director to fill the corresponding vacancies created. In addition, effective as
of the same date, Messrs. Edward Lawson, Richard Crofts and Jeremy Caddy were
also appointed as our directors, and Ms. Baljinder Bhullar was appointed as our
Chief Financial Officer to fill the corresponding vacancy created.
  3
  On
January 23, 2007 we also completed a private placement for 200,000 units (the
“Units”) at a price of $1.50 per Unit for aggregate gross proceeds of $300,000.
Each Unit consists of one share of our Common Stock and one warrant (the
“Warrant”) entitling the purchaser to purchase one share of the our Common Stock
at an exercise price of $2.50 per share for a period of one year commencing from
the Closing Date.
  On March
22, 2007 Jeremy Caddy resigned as our director and Ms. Baljinder Bhullar was
appointed as a member of our board of directors to fill the corresponding
vacancy created.
 
 On
October, 12, 2007 Mr. Edward Lawson resigned as a director of the
Company.
 
 On
October 12, 2007 Mr. John Yee was appointed as a Director, replacing Mr. Lawson
who had resigned on October 12, 2007and Secretary, replacing Mr. Perttu who
resigned as Secretary on the same date.
 
 On
November 6, 2007 Ms. Balhjinder Bhullar resigned as Chief Financial Officer and
a director.  Mr. Rauno Perttu was appointed Interim Chief Financial
Officer until the Company could find a replacement.
  Share
Exchange Agreement
  On
January 22, 2007 (the “Closing Date”) we entered into a definitive Share
Exchange Agreement (the "Agreement") with Strategic Minerals Inc., a Nevada
corporation, AGI and certain other shareholders of AGI. Pursuant to the
Agreement, which is subject to certain regulatory approval, we agreed to acquire
100% of the outstanding equity of AGI from the AGI Shareholders, and AGI
Shareholders agreed to assign and transfer to us 98.2% of the outstanding equity
of AGI, in exchange for the issuance by us to the AGI Shareholders of one share
of our Common Stock for each issued common share of AGI (the “Acquisition”). As
of the date of this Annual Report, we are continuing to negotiate with the
remaining AGI Shareholders to acquire the remaining portion of the outstanding
equity of AGI not acquired upon the execution of the Agreement. Therefore,
subject to certain regulatory approval, we would be required to issue up to
24,496,668 shares of our Common Stock to the AGI Shareholders (the
“Consideration Shares”) and there will be approximately 95,896,668 shares of our
common stock issued and outstanding subsequent to the issuance of the
Consideration Shares (which is reduced from the amount of 106,730,001 shares
previously reported under in our Current Report on Form 8-K filed on February
28, 2007 due to cancellation of 10,833,333 shares associated with the
termination of the May 26, 2006 Loan Agreement as discussed below). AGI’s main
business is acquiring and exploring gold and mineral properties with proven and
probable reserves principally located in Nevada and Montana, USA, with the
objective of identifying gold and mineralized deposits economically worthy of
continued production and/or subsequent development, mining or sale.
  Contemporaneously
with the Acquisition, we entered into a Registration Rights Agreement with the
AGI Shareholders pursuant to which we agreed to use our best efforts to prepare
and file a registration statement with the SEC on Form SB-2 (the “Registration
Statement”) registering for offer and sale 17,160,000 of the Consideration
Shares (the “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) 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.
  4
  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.
  5
  On
September 30, 2006 the US Congress passed H.R. 4954 the Safe Port Act, including
“The Unlawful Internet Gambling Enforcement Act of 2006”, which was signed by
President Bush on October 13, 2006, prohibiting acceptance of any payment
instrument for unlawful Internet gambling. In consequence, we, 555 LLC, Global,
Liverpoole and World Mobile, the parties to the aforementioned agreements,
including the Loan Agreement and the Liverpoole Share Exchange Agreement
(collectively the “Agreements”), entered into a certain Settlement and Release
Agreement dated December 8, 2006 (the “Release Agreement”), terminating all
rights and obligations as they related to us under the Agreements. Specifically,
(i) Global an d 555 LLC each  irrevocably released us from our obligation
to repay the Loan Amount to Global  and 555 LLC, and each further 
released Liverpoole  from all obligations associated with the
Loan
  Amount,
including any right to demand repayment of the Loan Amount from Liverpoole; (ii)
we released Liverpoole from all obligations associated with the Loan Amount,
including any right to demand repayment of the Loan Amount or to demand an
exchange of the shares from Liverpoole pursuant to the Liverpoole Share Exchange
Agreement; (iii) Liverpoole released us from all of our obligations associated
with the Liverpoole Share Exchange Agreement, including any right to demand an
exchange of the shares pursuant to the Liverpoole Share Exchange Agreement; and
(iv) World Mobile released us from all of our obligations associated with the
Loan Amount and the Liverpoole Share Exchange Agreement, including any
right to demand an exchange of the shares pursuant to the Liverpoole Share
Exchange Agreement. Pursuant to the terms of the Release Agreement, we
terminated our relationship, rights and all obligations previously associated
with Liverpoole, World Mobile or the privately owned Antiguan entity and any
associated interests in any online gaming businesses and further abandoning the
strategy of acquiring and licensing of online gaming technologies.
 
 DESCRIPTION
OF AGI’S BUSINESS
 
 General
Overview of Business
  AGI is
engaged in the business of acquiring and exploring gold and mineral properties
with proven and probable reserves principally located in Nevada and Montana,
USA, with the objective of identifying gold and mineralized deposits
economically worthy of continued production and/or subsequent development,
mining or sale. On May 31, 2006, AGI acquired the Basin Gulch property in
Granite County, Montana, from Strategic Minerals, Inc. a Nevada corporation
(“Strategic”) whereby Strategic granted AGI the exclusive right to explore,
evaluate, develop, and mine the Basin Gulch Property. In consideration of the
acquisition of the Basin Gulch Property, AGI issued to Strategic 20,000,000 of
its common shares.
  Mining
Lease Agreement
  On May
31, 2006, AGI entered into a Mining Lease Agreement with Strategic, whereby
Strategic granted AGI the exclusive right to explore, evaluate, develop, and
mine the Basin Gulch Property, Montana, in consideration of AGI issuing to
Strategic 20,000,000 common shares of its capital stock. The advanced
exploration and test mining project consists of eleven patented mineral claims,
surrounded by the Deer Lodge National Forest, totaling about 217.9 acres. The
claims are all located at the head of Basin Gulch, on the northern slopes of the
West Fork Buttes, within the Sapphire Range of the Western Montana Rocky
Mountains with proven and probable reserves of 426,135 ounces as estimated by an
independent geologist. The Company acquired its Basin Gulch Property from a
private company, principals of whom were also common directors with the
Company.
  The
three-stage Mining Lease Agreement is structured as follows:
  Stage
1 initial payment:
  The
Company paid its initial cash payment of $10,000 and prior to July 30, 2006
satisfied its reporting obligations to Strategic regarding all the exploration
and studies conducted on the premises of Basin Gulch Property.
  Stage
2 advance production royalties:
  To
further evaluate and develop the minerals, the AGI fulfilled the following
obligations:
  i) by
June 10, 2006, it paid a cash payment of $15,000 directly to the underlying
property owner;
  ii) by
September 10, 2006 made a cash payment of $25,000 directly to the underlying
property owner;
  iii) a
cash payment of $50,000 will become due and payable on March 10, 2007 and
September 10, 2007 and thereafter on those anniversary dates of each year until
production has commenced.
  6
  Stage
3 production royalties:
  Upon
commencement of production, AGI must pay the greater of:
  i) a twice annual cash payment of $50,000
due on March 10 and September 10 of each year; or
  ii) 3% of the gross sales receipts of the
gold and silver sold, due semi-annually on March 10 and September 10 of each
year;
  Should
production be suspended for a period of 6 months or longer, the twice annual
advance production royalty of $50,000 listed above resume. Upon the completion
of payments totaling $8,000,000, AGI will have purchased the mineral rights to
this property. In the current 2007 fiscal, payments totaling $50,000 have be
made directly to the underlying property owner, which satisfy AGI’s
interpretation of its minimum obligations of AGI under the Mining Lease
Agreement and are consistent with the interpretation of Mining Lease Agreement
since it was signed in 2006 AGI believes that the issuance of 20,000,000 shares
valued at $0.50 satisfies its purchase obligation with Strategic Minerals,
Inc.  There are two principals involved in
Strategic.   In February 2008  one principal in
Strategic claimed that the Company was in default and that
individual  had taken possession of the property by means of a
“private foreclosure”.  AGI and the other principal of Strategic
believe the attempted action is without merit and intend to vigorously defend
its rights to the property.
 
 Description
of AGI’s Properties
 
 Description
of Basin Gulch Property, Montana
 
 The Basin
Gulch area has historically been mined by traditional placer methods, including
hydraulic mining since the early part of the last century. The remains of this
mining activity still exist on the site in the form of collapsed short adits,
excavations, mine ponds, remains of log cabins and out buildings, and log and
dirt dams and hydraulic diversion structures. Cable Mountain Mine Inc. (CMM),
who discovered the Basin Gulch deposit, explored the lode source of the placer
gold from the late 1980s until 1997. To date, 323 reverse circulation and core
holes have been drilled on the property for a total of 89,800 feet, with holes
ranging from 80 feet to 1,050 feet in depth. In addition, 40 test trenches with
a total length of 17,000 feet have taken place. In addition to the drilling,
there have been two geophysical surveys, soil geochemistry surveys, topographic
surveys, and geologic mapping projects carried out on the property. A large
portion of these studies, in whole, or in part, was reviewed in preparation of
this report.
  The Basin
Gulch Project is an advanced stage exploration project with a substantial
investment already made in previous exploration work on the property. However,
no mining has yet taken place on the site, beyond the older 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.
 
 7
  The
Claims:
  The
claims are all located in south-central Granite County, in portions of Section
34, Township 7 North, Range 16 West, and Sections 3, 4, and 9, Township 6 North,
Range 16 West. The patented mining claims making up the Basin Gulch Group
include the following:
 
 i)
              Landes
              (Mineral
      Survey 5565)ii)
              Shylock
              (Mineral
      Survey 6354)iii)
              Shively
              (Mineral
      Survey 5755)iv)
              Quartz
      Hill
              (Mineral
      Survey 5564)v)
              Spencerian
              (Mineral
      Survey 8140)vi)
              Gold
      Hill 5
              (Mineral
      Survey 5755)vii)
              Basin
              (Mineral
      Survey 9026)viii)
              Blue
      Bell Lode
              (Mineral
      Survey 9530)ix)
              White
      Pine
              (Mineral
      Survey 8137)x)
              Yellow
      Pine
              (Mineral
      Survey 8139)xi)
              Jack
      White
              (Mineral
      Survey 8138)
  These
claims were re-traced on the ground by Anderson Engineering of Dillon, Montana
in 1996.
  Mineralization:
  The lode
mineralization at the head of Basin Gulch is associated with a gaseous Eocene
silicic intrusive that 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.
 
 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, an
independent geologist estimate of 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.
 
 8
 
 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 2008.
 
 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.
  9
 
 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,
      2008
              Drilling
      and assaying
              
              $
              60,000April,
      2008
              Complete
      Mine Plan
              
              $
              40,000May
      through June, 2008
              Mine
      Development
              
              $
              1,500,000May
      through July, 2008
              Additional evaluation of known
      shallow high-grade structures
              
              $
              750,000May
      through August, 2008
              Exploration of diatreme
      targets
              
              $
              1,500,000May
      through December, 2009
              Construction of initial
      processing plant for Production by mid-2008
              
              $
              3,000,000March
      through December  2009
              Expansion of plant with new ore
      from diatreme and/or known targets
              
              $
              15,000,000
  We do not
have sufficient funds to conduct the April 2008 work phases of further drilling
and assaying, and completion of the mine plan on the Basin Gulch Property, and
the Company will require additional financing in order to complete the work
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.
 
 Description
of Jungo
 
 On June
1, 2007, Aultra Gold, Inc. (the "Company"), entered into a formal binding
Agreement of Purchase and Sale (the "Agreement") with W.R. Hansen, an individual
(the “Seller”), pursuant to which the Company acquired from the Seller
certain mining claims together with all improvements and all equipment owned by
the Seller located thereon, located in Humboldt County, State of Nevada (the
“Property”). In consideration of the purchase of the Property, the Company
agreed to: (i) reimburse the Seller for all staking and filing costs related to
the Property, (ii) issue to the Seller 50,000 restricted shares of the Company’s
common stock, $0.001 par value per share (the “Common Stock”), valued at $0.50
per share, (iii) upon its sole determination of sufficient mineralization to
place the Property in production, to further issue to the Seller additional
50,000 restricted shares of the Company’s Common Stock, such that the Company
shall make such a determination not later than 30 days following the acquisition
of the data contemplated by paragraph 3.3 of the Agreement, (iv) not later than
10 days following the date the Property is placed into development for
production of metals, to issue to the Seller an additional 100,000 restricted
shares of the Company’s Common Stock, and (v) as further consideration after the
Property is placed in production, to direct to the Seller a monthly Net Smelter
Royalty of 2% upon all gold, silver, copper, or other metals (the “Metals”)
produced and sold from the Property (each royalty payment shall be paid not
later than 30 days following the last day of the month in which the metals were
produced and sold). Closing of the sale and purchase of the Property occurred on
the same date, as under the Agreement both the Company and the Seller have
performed their mutual obligations under paragraph 2.2 and Section 4
thereof.
 
 Other
Opportunities in Nevada:
  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.
 
 Compliance
with Government Regulation
 
 We will
be required to comply with all regulations, rules and directives of governmental
authorities and agencies applicable to the exploration of minerals in United
States generally, and in Montana and Neveda specifically. Such operations are
subject to various laws governing land use, the protection of the environment,
production, exports, taxes, labor standards, occupational health, waste
disposal, toxic substances, well safety and other matters. Unfavorable
amendments to current laws, regulations and permits governing operations and
activities of resource exploration companies, or more stringent implementation
thereof, could have a materially adverse impact and cause increases in capital
expenditures which could result in a cessation of operations. The Company has
had no material costs related to compliance and/or permits in recent years, and
anticipates no material costs in the next year. The Company will not be required
to obtain a permit in order to conduct Phases 1 and 2 of its proposed
exploration program for Basin Gulch.
  10
  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.
  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
April 14, 2008, the Company’s subsidiary, AGI, had a full time employment
agreement with Mr. Rauno Perttu, the Company’s CEO, President and director,
pursuant to which Mr. Perttu provides services to the Company. The Company
anticipates that it will be conducting most of its business through agreements
with consultants and third parties.
  
 RISK
FACTORS
 
 You
should carefully consider the risks described below as well as other information
provided to you in this document, including information in the section of this
document entitled “Information Regarding Forward Looking Statements.” The risks
and uncertainties described below are not the only ones facing the Company.
Additional risks and uncertainties not presently known to the Company or that
the Company currently believes are immaterial may also impair the Company’s
business operations. If any of the following risks actually occur, the Company’s
businesses, financial condition or results of operations could be materially
adversely affected, the value of the Company common stock could decline, and you
may lose all or part of your investment.
 
 Risks Related to Our
Financial Results:
 
 Our
company was recently formed, and we have not proven that we can generate a
profit. If we fail to generate income and achieve profitability, an investment
in our securities may be worthless.
  We have
no operating history and have not proved that we can operate successfully. We
face all of the risks inherent in a new business. If we fail, your investment in
our common stock will become worthless. From our inception on January 26, 2005
to the end of the period ended December 31, 2007, we have not earned any
revenue. The exploration for commercially exploitable mineral deposits or
reserves, as well as general, legal, accounting and administrative expenses
associated with our reporting requirements with the SEC, is expected to require
from us total expenditures over the next twelve months in an approximate amount
of $21,850,000. We presently do not have sufficient funds to pursue our stated
plan of operation for the next twelve-month period. We will require additional
financing for our operational expenses, and further exploration work for
commercially exploitable mineral deposits or reserves. We are seeking these
additional funds via equity financing, private placements or loans from our
directors or current shareholders. Currently, we do not have arrangements for
additional funds. Your investments in our common stock must therefore be
regarded as the placing of funds at a high risk in a recently formed company
with all the unforeseen costs, expenses, problems, and difficulties to which
such companies without proven record are subject to.
  11
 
 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 $480,487 and $65,585 during the year ended December
31, 2007 and 2006, respectively. In addition, during that period, we have used
cash of $317,848 and $ 6,249 in our operating activities, and had a net working
capital deficiency of $195,656 at December 31, 2007. We expect to continue to
incur significant operating expenses as we maintain our current line of
power-line products and continue research and development toward new advance
power-line technologies. Our operating expenses have been and are expected to
continue to outpace revenues and result in significant losses in the near term.
We may never be able to reduce these losses, which will require us to seek
additional debt or equity financing. If such financing is available, of which
there can be no assurance, you may experience significant additional
dilution.
 
 We
have a limited operating history. There can be no assurance that we will be
successful in growing our gold and other mineral exploration
activities.
  We have a
limited history of operations. As a result, there can be no assurance that we
will be successful in our acquisition and exploration of gold and mineral
properties activities. Our success to date in entering into ventures to acquire
mineral properties is not indicative that we will be successful in entering into
any further ventures. Any potential for
future growth in our mineral exploration activities will place additional
demands on our executive officers, and any increased scope of our operations
will present challenges due to our current limited management resources. Our
future performance will depend upon our management and their ability to locate
and negotiate additional exploration opportunities in which we are solely
involved or participate in as a joint venture partner. There can be no assurance
that we will be successful in our efforts. Our inability to locate additional
opportunities, to hire additional management and other personnel, or to enhance
our management systems, could have a material adverse effect on our results of
operations. There can be no assurance that our operations will be
profitable.
  If
we do not obtain additional financing, our business will fail.
  Despite
obtaining financing in the amount of $300,000 during fiscal 2007, 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 April 10, 2008, 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
$480,487 and $65,585, during the year ended December 31, 2007 and 2006,
respectively. In addition, during these periods, we have used cash of $317,848
and $6,249, respectively, in our operating activities. We are uncertain if we
will have sufficient cash to operate for the next twelve months, our ability to
sustain our operations beyond this period without further financing cannot be
assured.
  We
continue to experience net operating losses. Our ability to continue as a going
concern is subject to our ability to generate a profit and/or obtain necessary
funding from outside sources, including obtaining additional funding from the
sale of our securities, increasing sales or obtaining loans and grants from
various financial institutions where possible. The going concern uncertainty
modification in the auditor's report increases the difficulty in meeting such
goals and there can be no assurances that such methods will prove
successful.
 
 12
  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 only one employee as of December 31, 2007. 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 does not havesufficient funds on hand for the unpaid
amounts of our estimated costs related to maintaining the minimum annual payment
obligations associated with the maintenance of the Basin Gulch Property as
discussed in this Current Report and our estimated administrative costs for 12
months from the date of this Current Report. Therefore, we will need to obtain
additional financing in order to complete our business plan. As of December 31,
2007, the Company had no cash. 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.
 
 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.
  13
 
 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 our Chief Financial Officer, is primarily
responsible for the success of our business operations. As we continue with our
intended operations, other officers may be instrumental in setting up our
financial and operational controls and procedures, and we may need to hire
additional personnel to perform such functions. Any failure of management to
implement and manage our business strategy and growth may have a material
adverse affect on us. There can be no assurance that our operating control
systems will be adequate to support its future operations and anticipated
growth. Failure to manage our growth properly could have a material adverse
affect on our business, financial condition or result of
operations.
 
 The
imprecision of mineral deposit estimates may prove any resource calculations
that we make to be unreliable.
  Mineral
deposit estimates and related databases are expressions of judgment based on
knowledge, mining experience, and analysis of drilling results and industry
practices. Valid estimates made at a given time may significantly change when
new information becomes available. By their nature, mineral deposit estimates
are imprecise and depend upon statistical inferences, which may ultimately prove
unreliable. Mineral deposit estimates included here, if any, have not been
adjusted in consideration of these risks and, therefore, no assurances can be
given that any mineral deposit estimate will ultimately be reclassified as
reserves.
  We
are sensitive to fluctuations in the price of gold and other minerals, which is
beyond our control. The price of gold and other metals is volatile and price
changes are beyond our control.
  The
prices for gold and other metals fluctuate and are affected by numerous factors
beyond our control. Factors that affect the price of gold and other metals
include consumer demand, economic conditions, over supply from secondary sources
and costs of production. Price volatility and downward price pressure, which can
lead to lower prices, could have a material adverse effect on the costs of and
the viability of our projects.
  14
 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.
  15
 
 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 Over the Counter Market,
which is generally considered to be a less efficient market than markets such as
NASDAQ or other national exchanges, and which may cause difficulty in obtaining
future financing. Furthermore, our common stocks may be deemed to be “penny
stock” as that term is defined in Regulation Section “240.3a51 -1” of the
Securities and Exchange Commission (the “SEC”). Penny stocks are stocks: (a)
with a price of less than U.S. $5.00 per share; (b) that are not traded on a
“recognized” national exchange; (c) whose prices are not quoted on the NASDAQ
automated quotation system (NASDAQ -where listed stocks must still meet
requirement (a) above); or (d) in issuers with net tangible assets of less than
U.S. $2,000,000 (if the issuer has been in continuous operation for at least
three years) or U.S. $5,000,000 (if in continuous operation for less than three
years), or with average revenues of less than U.S. $6,000,000 for the last three
years.
  Section
“15(g)” of the United States Securities Exchange Act of 1934, as amended, and
Regulation Section “240.15g(c) 2” of the SEC require broker dealers dealing in
penny stocks to provide potential investors with a document disclosing the risks
of penny stocks and to obtain a manually signed and dated written receipt of the
document before effecting any transaction in a penny stock for the investor’s
account. Potential investors in the Company’s common shares are urged to obtain
and read such disclosure carefully before purchasing any common shares that are
deemed to be “penny stock”.
  16
 
 Moreover,
Regulation Section “240.15g -9” of the SEC requires broker dealers in penny
stocks to approve the account of any investor for transactions in such stocks
before selling any penny stock to that investor. This procedure requires the
broker dealer to: (a) obtain from the investor information concerning his or her
financial situation, investment experience and investment objectives; (b)
reasonably determine, based on that information, that transactions in penny
stocks are suitable for the investor and that the investor has sufficient
knowledge and experience as to be reasonably capable of evaluating the risks of
penny stock transactions; (c) provide the investor with a written statement
setting forth the basis on which the broker dealer made the determination in
(ii) above; and (d) receive a signed and dated copy of such statement from the
investor confirming that it accurately reflects the investor’s financial
situation, investment experience and investment objectives. Compliance with
these requirements may make it more difficult for investors in the Company’s
common shares to resell their common shares to third parties or to otherwise
dispose of them. Stockholders should be aware that, according to Securities and
Exchange Commission Release No. 34-29093, dated April 17, 1991, the market for
penny stocks has suffered in recent years from patterns of fraud and abuse. Such
patterns include:
  (i)
control of the market for the security by one or a few broker-dealers that are
often related to the promoter or issuer;
  (ii)
manipulation of prices through prearranged matching of purchases and sales and
false and misleading press releases;
  (iii)
boiler room practices involving high-pressure sales tactics and unrealistic
price projections by inexperienced sales persons;
  (iv)
excessive and undisclosed bid-ask differential and markups by selling
broker-dealers; and
  (v) the
wholesale dumping of the same securities by promoters and broker-dealers after
prices have been manipulated to a desired level, along with the resulting
inevitable collapse of those prices and with consequent investor
losses.
 
 Our
management is aware of the abuses that have occurred historically in the penny
stock market. Although we do not expect to be in a position to dictate the
behavior of the market or of broker-dealers who participate in the market,
management will strive within the confines of practical limitations to prevent
the described patterns from being established with respect to our
securities.
 
 As
an issuer of “penny stock” the protection provided by the federal securities
laws relating to forward looking statements does not apply to us.
 
 Although
the federal securities law provide a safe harbor for forward-looking statements
made by a public company that files reports under the federal securities laws,
this safe harbor is not available to issuers of penny stocks. As a result, if we
are a penny stock we will not have the benefit of this safe harbor protection in
the event of any claim that the material provided by us contained a material
misstatement of fact or was misleading in any material respect because of our
failure to include any statements necessary to make the statements not
misleading.
 
 Failure
to achieve and maintain effective internal controls in accordance with Section
404 of the Sarbanes-Oxley Act could have a material adverse effect on our
business and operating results and stockholders could lose confidence in our
financial reporting.
 
 Effective
internal controls are necessary for us to provide reliable financial reports and
effectively prevent fraud. If we cannot provide reliable financial reports or
prevent fraud, our operating results could be harmed. We may be required in the
future to document and test our internal control procedures in order to satisfy
the requirements of Section 404 of the Sarbanes-Oxley Act, which requires
increased control over financial reporting requirements, including annual
management assessments of the effectiveness of such internal controls and a
report by our independent certified public accounting firm addressing these
assessments. Failure to achieve and maintain an effective internal control
environment, regardless of whether we are required to maintain such controls
could also cause investors to lose confidence in our reported financial
information, which could have a material adverse effect on our stock
price.
 
 Shares
eligible for future sale, if at all, may adversely affect the market price of
our common stock, as the future sale of a substantial amount of our restricted
stock in the public marketplace could reduce the price of our common
stock.
 
 From time
to time, certain of our stockholders may be eligible, if at all, to sell all or
some of their shares of common stock by means of ordinary brokerage transactions
in the open market pursuant to Rule 144, promulgated under the Securities Act
(“Rule 144”), subject to certain limitations. In general, pursuant to Rule 144,
a stockholder (or stockholders whose shares are aggregated) who has satisfied a
one-year holding period may, under certain circumstances, sell within any
three-month period a number of securities which does not exceed the greater of
1% of the then outstanding shares of common stock or the average weekly trading
volume of the class during the four calendar weeks prior to such sale. Rule 144
also permits, under certain circumstances, the sale of securities, without any
limitations, by a non-affiliate of our company that has satisfied a two-year
holding period. Any substantial sale of common stock pursuant to Rule 144 or
pursuant to any resale prospectus may have an adverse effect on the market price
of our securities.
  17
 
 We
do not expect to pay dividends in the future. Any return on investment may be
limited to the value of the Company’s stock.
  We do not
anticipate paying cash dividends on our stock in the foreseeable future. The
payment of dividends on our stock will depend on our earnings, financial
condition and other business and economic factors affecting us at such time as
the board of directors may consider relevant. If we do not pay dividends, its
stock may be less valuable because a return on your investment will only occur
if our stock price appreciates.
 
 ITEM
      2.
              DESCRIPTION
      OF PROPERTY
 
 Principal
Executive Offices
 
 We
currently hold an arrangement to rent our main office comprising of 2,000
square feet which is located at 120 North 5th Street, Jacksonville, Oregon 
97530, at a cost of $1,500 per month on a month to month basis.
 
 Minerals
Properties
 
 For a
further description of our properties, see Item 1 “Description of
Business”
 
 ITEM 3.
              LEGAL
      PROCEEDINGS
 
 On or
about April 17, 2007, a lawsuit was filed by 761273 B.C. Ltd., Calderan Ventures
Ltd., Scott Kostiuk, William Parkin, Ronald Oliver, Lubomir Palecek and Krista
Dayton under the laws of the Province of British Columbia, Canada in the British
Columbia Supreme Court for a total amount of $ 203,311.88 ( CAD$225,000*1)
against our company, Rauno Perttu, our President, Chief Executive Officer and a
member of our board of directors, and Baljinder Bhullar, our Chief Financial
Officer and a member of our board of directors, and others with regards to
an alleged contractual obligation and resulting alleged restitution obligation
pursuant to an alleged settlement agreement entered into by Aultra Gold Inc. The
Action was commenced by Writ of Summons without a Statement of Claim. Six of
approximately 57 shareholders of Aultra Gold (Canada) decided not to participate
in the January 22, 2007 share exchange transaction the Company, despite facts
that four of the six complainants had executed their share exchange materials.
The six minority shareholders requested the return of their share subscription
funds from Aultra Gold (Canada), and a settlement arrangement was being
negotiated to accommodate their requests, with a prospective April 15th, 2007
closing date. These discussions were deferred pending receipt of certain public
financings in the Company. We have entered an Appearance to the Action and will
be preparing our statement of defense in response to any Statement of Claim that
may in the future be received and we intend to contest the case
vigorously.
 
 There are
two principals involved in Strategic.   In February 2008 one
principal in Strategic claimed that the Company was in default and that
individual  had taken possession of the property by means of a
“private foreclosure”.  AGI and the other principal of Strategic
believe the attempted action is without merit and intend to vigorously defend
its rights to the property.
 
 In
September 2007 some of the Company’s files and possession were seized in a court
proceeding in British Columbia when MB Primes, a Company affiliated with a
former officer and Director (Balhjinder Bhullar) and current officer and
director (Rauno Perttu) were taken due to MB Primes apparent failure to pay
rent.   MB Primes disputed this allegation. In March 2008 the
Company was to gain access to the seized property and believes it was able to
recover its property which will need to be evaluated to ensure that everything
was recovered.  It is uncertain if separate claims were filed against
Aultra or if Aultra will pursue a claim for damages at this time.
 
 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, 2007, to a vote of our security holders, through the solicitation
of proxies or otherwise.
 
 18
  
 PART II
  ITEM
      5.
              MARKET
      FOR COMMON EQUITY, RELATED STOCKHOLDER
MATTERS.
 
 Market
Information
 
 MARKET
FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
 
 Since
March 1, 2006, the Company's Common Stock has been quoted on the OTC Bulletin
Board and subsequently Pink Sheets under the symbol NWWE. In February 2008 the
Company was successful in its efforts to resume trading on the OTC Bulletin
Board and now trades under the symbol AGDI.OB There have been two trades since
February 1, 2008.
 For the
periods indicated, the following table sets forth the high and low bid prices
per share of our common stock. These prices represent inter-dealer quotations
without retail markup, markdown, or commission and may not necessarily represent
actual transactions.
 
 High
              
              
              LowFiscal
      Year2006 (January 1, 2006 - December 31, 2006)Firs          First
      quarter (January 1, 2006 - March 31, 2006)
              
              $
              1.30
              
              
              $
              0.01Sec           Second
      quarter (April 1, 2006 - June 30, 2006)
              
              $
              1.20
              
              
              $
              0.25Third
      quarter (July 1, 2006 - September 30, 200)
              
              $
              1.00
              
              
              $
              0.25Four        Fourth
      quarter (October 1, 2006 - December 31, 2006)
              
              $
              0.25
              
              
              $
              0.01Year
      2007 (January 1, 2007 - December 31, 2007)First
      quarter (January 1, 2007 - March 31, 2007)
              
              $
              0.55
              
              
              $
              0.50Second
      quarter (April 1, 2007 - June 30, 2007)
              
              $
              0.55
              
              
              $
              0.50Third
      quarter (July 1, 2007 - September 30, 2007)
              
              $
              0.55
              
              
              $
              0.50F
          Fourth quarter (October 1, 2007 - December 31,
      2007)
              
              $
              0.55
              
              
              $
              0.50
  *
For the period indicated, quotation of the Company’s common stock commenced on
March 13, 2006.
 
 The
shares quoted are subject to the provisions of Section 15(g) and Rule 15g-9 of
the Securities Exchange Act of 1934, as amended (the Exchange Act"), commonly
referred to as the "penny stock" rule. Section 15(g) sets forth certain
requirements for transactions in penny stocks and Rule 15g9(d)(1) incorporates
the definition of penny stock as that used in Rule 3a51-1 of the Exchange
Act.
 
 The
Commission generally defines penny stock to be any equity security that has a
market price less than $5.00 per share, subject to certain exceptions. Rule
3a51-1 provides that any equity security is considered to be a penny stock
unless that security is: registered and traded on a national securities exchange
meeting specified criteria set by the Commission; authorized for quotation on
The NASDAQ Stock Market; issued by a registered investment company; excluded
from the definition on the basis of price (at least $5.00 per share) or the
registrant's net tangible assets; or exempted from the definition by the
Commission. Trading in the shares is subject to additional sales practice
requirements on broker-dealers who sell penny stocks to persons other than
established customers and accredited investors, generally persons with assets in
excess of $1,000,000 or annual income exceeding $200,000, or $300,000 together
with their spouse.
  For
transactions covered by these rules, broker-dealers must make a special
suitability determination for the purchase of such securities and must have
received the purchaser's written consent to the transaction prior to the
purchase. Additionally, for any transaction involving a penny stock, unless
exempt, the rules require the delivery, prior to the first transaction, of a
risk disclosure document relating to the penny stock market. A broker-dealer
also must disclose the commissions payable to both the broker-dealer and the
registered representative, and current quotations for the securities. Finally,
the monthly statements must be sent disclosing recent price information for the
penny stocks held in the account and information on the limited market in penny
stocks. Consequently, these rules may restrict the ability of broker dealers to
trade and/or maintain a market in the company’s common stock and may affect the
ability of shareholders to sell their shares.
  19
  Holders
 
 The
approximate number of holders of our Common Stock as of April 14, 2008 was
68.
 
 Dividends
  We have
never declared or paid any cash dividends on our common stock. We do not
anticipate paying any cash dividends to stockholders in the foreseeable future.
In addition, any future determination to pay cash dividends will be at the
discretion of the Board of Directors and will be dependent upon our financial
condition, results of operations, capital requirements, and such other factors
as the Board of Directors deem relevant.
 
 Equity
Compensation Plan Information
 
 As of the
end of our fiscal year ended December 31, 2007, we did adopt a form of an
incentive stock option plan.
 
 As a
collateral agreement to the Agreement, following the completion of the
acquisition of AGI, the Company’s Board of Directors agreed to the adoption of
the Stock Option Plan and ratified it on January 25, 2007 effective as of
February 1, 2007 providing for the issuance of up to 5,225,000 shares of Common
Stock of the Company to the officers, directors, employees and consultants of
the Company and/or its subsidiaries. Pursuant to the Stock Option Plan, the
Company granted options to purchase an aggregate of 200,000 shares of common
stock at $1.50 per share to the newly appointed directors and officers that held
options to purchase ordinary shares of AGI following the completion of the
acquisition, as well as to the newly appointed directors and officers of the
Company.
 
 The
principal terms and conditions of the stock options granted under the Stock
Option Plan are that vesting of the options granted to Directors of the Company
occurs in three stages: (1) 50% on January 25, 2008; (2) 25% on January 25,
2009; and (3) 25% on January 25, 2010. The options granted are exercisable at
$1.50 per share. Furthermore, the stock options granted under the Stock Option
Plan are generally non transferable other than to a legal or beneficial holder
of the options upon the option holder’s death. The rights to vested but
unexercised options cease to be effective: (1) 18 months after death of the
stock options holder; (2) 6 months after Change of Control of the Company; 12
months after loss of office due to health related incapacity or redundancy; or
(5) 12 months after the retirement of the options holder from a position with
AGI.
 
 During
fiscal year 2007 the Company granted options to purchase an aggregate of 200,000
shares of common stock that were granted, the following stock options have been
granted to directors of the Company:
 
 Name
              Stock
      Options Granted
              PositionRauno
      Perttu
              50,000
              President
      & Chief Executive Officer, DirectorHon.
      Edward Lawson
              50,000
              DirectorRichard
      Crofts
              50,000
              DirectorJeremy
      Caddy
              50,000
              Director
  The
options granted to Hon. Edward Lawson and Richard Crofts have
expired.  As of December 31, 2007 the Company had outstanding options
to purchase an aggregate of 100,000 shares of common stock at an exercise prices
of $0.50 per share.
 
 Recent
Sales of Unregistered Securities
 
 During 2007 Fiscal
Year
  On
January 22, 2007, per the terms of the Share Exchange Agreement entered into on
same date, subject to certain regulatory approval, we agreed to issue up to
24,496,668 shares of our Common Stock to the AGI Shareholders.
 
 On
January 23, 2007 we completed a private placement for 200,000 units (the
“Units”) at a price of $1.50 per Unit for aggregate gross proceeds of $300,000.
Each Unit consists of one share of our Common Stock and one warrant (the
“Warrant”) entitling the holder to purchase one share of our Common Stock at an
exercise price of $2.50 per share for a period of one year commencing from the
date of purchase.
 
 On June
1, 2007 we agreed to issue 50,000 shares of our Common Stock in relationship to
the purchase of the Jungo property.
  20
  Subsequent to January 1,
2008
 
 The
Company re-issued 30,000,000 to shareholder who had those shares cancelled in
2007.
  Fiscal
year ended December 31, 2007, 2006 and 2005
  Information
regarding our sales of our unregistered securities for the fiscal years ended
December 31, 2007, 2006 and 2005, has been previously furnished in our Annual
Reports on Form 10-KSB, Quarterly Reports on Form 10-QSB and our Current Reports
on Form 8-K.
  All of
the above offerings and sales were deemed to be exempt under rule 506 of
Regulation D and/or Section 4(2) of the Securities Act of 1933, as amended. No
advertising or general solicitation was employed in offering the securities. The
offerings and sales were made to a limited number of persons, all of whom were
accredited investors, business associates of PowerLinx, Inc., or executive
officers of PowerLinx, Inc., and transfer was restricted by PowerLinx, Inc., in
accordance with the requirements of the Securities Act of 1933, as amended. In
addition to representations by the above-referenced persons, we have made
independent determinations that all of the above-referenced persons were
accredited or sophisticated investors, and that they were capable of analyzing
the merits and risks of their investment, and that they understood the
speculative nature of their investment. Furthermore, all of the above-referenced
persons were provided with access to our Securities and Exchange Commission
filings.
  Purchases
of Equity Securities by the Issuer and Affiliated Purchasers
  None.
 
 ITEM
      6.
              MANAGEMENT’S DISCUSSION AND
      ANALYSIS OF FINANCIAL CONDITION 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.
  21
 
 Plan
of Operation
  We do not
have sufficient funds to conduct   work phases of further
drilling and assaying, and completion of the mine plan on the Basin Gulch
Property or the Jungo Property, we will require additional financing in order to
complete the work associated with the projected cost to initial production,
totaling estimated at $6,850,000. The entire estimated costs of our plan for
mining operations, assuming the diatreme targets for the Basin Gulch property
are $21,850,000. See Section 2.01 entitled “Projected Costs for Plan of Mining
Operations.”
 
 Aultra’s
goals and objective for the current year will be adjusted according to the
availability of funds and changing market conditions.  Management has
identified several work programs for its Basin Gulch and Jungo properties which
vary in the amount of funding required from less than $1,000,000 to as much as
$22,000,000.  Management’s goal is to raise at least $2,000,000
to move these properties forward.  As additional funds become
available, management plans to continue to advance its current properties and
also plans the acquisition of additional properties which it has
identified.  Management’s goal is to perform additional evaluation and
exploration with a view to possibly obtaining a JV partner on those projects to
allow the Company to grow more quickly and to expand the Company’s project base.
 Management estimates that the initial cost to pursue this course of action
to be approximately $1,000,000.  In addition Management is reviewing
additional mineral properties throughout the world.  The acquisition of
such properties appears very attractive however such an approach would require
even more immediate or short term cash, in the range of $6,000,000.
 Management has had and will continue to have discussions both for
acquisitions and financing with the goal that both the properties and financing
can be arranged in a coordinated time frame.  Management’s focus in these
efforts is to enhance shareholder value and create a base of operations from
which future expansion and growth can occur.
 
 Much of
the past year has been spent to obtaining trading status on the OTC as well as a
number of changes at the management and director level of the Company.
 While the effects from some of the changes continue, we believe that our
reorganizational efforts have been successful and a stronger and more experience
management team is in the process of being created, which will lay the
foundation of our future growth.
 
 Basin
Gulch Management
 
 Aultra
Gold’s Basin Gulch project in place in Montana is scheduled for 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.
  22
  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 2008, 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 summer 2009, 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 must raise approximately $3.5 to $5 million in
planned equity financing and three trenches of $5 million each in debt financing
over the next three years in order to carry-out our Plan of Operations as
discussed further above.
  We have
no assurance that future financings will be available to us on acceptable terms.
If financing is not available to us on acceptable terms, we may be unable to
continue our operations.
 
 Results
of Operations for the Period from Inception through December 31,
2007
 
 We have
not earned any revenues from our incorporation on January 26, 2005 to December
31, 2007.  We do not anticipate earning revenues unless we enter into
commercial production on the Basin Gulch Property, which will not happen for the
foreseeable future.  We have not commenced the exploration stage of our
business and can provide no assurance that we will discover economic
mineralization on the property, or if such minerals are discovered, that we will
enter into commercial production.
 
 We
incurred operating expenses in the amount of $480,487 for fiscal 2007 compared
to $65,585 for the period from January 1, 2006 to December 31, 2006. These
operating expenses were comprised of mineral property costs of $179,414 (2006 $
9,240), transfer agent costs of $748, professional fees of $71,818
(2006-$36,575) filing fees of $4,691 (2006 $1,600) and office, bank charges and
other sundries, of $1,484.  All of these 2007 costs increased as a
result of the change of control which occurred in January 2007 prior to that
time the Company had limited operations.  The change of control also
resulted in the Company expanding its operations in the mineral exploration
business which increased the exploration costs on mineral properties from $9,240
in 2006 to $179,414.  The professional fees also increased from
$36,575 in 2006 to $71,819 in 2007  and Consulting costs increased
from $-0- in 2006 to $185,668 as the Company incurred ongoing costs in its SEC
reporting as well as its efforts to become trading on the OTC bulletin board
which occurred in February 2008.
 
 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.
  23
 
 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, 2007 were $ 480,487, as compared to $65,716 for
the fiscal year ended December 31, 2006 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, 2007 was a loss of
($480,487), as compared to a net loss of $65,585 for the fiscal year ended
December 31, 2006.
 
 Liquidity
and Capital Resources
 At
December 31, 2007, our cash was $-0- and we had currently liabilities of
$364,676. Since our inception on January 20, 2005, to the end of the period
ended December 31, 2007, we have incurred losses of $480,487. We attribute our
net loss to having no revenues to offset our operating expenses. Net cash used
in operating activities was $59,156 for the period ended December 31, 2007. At
December 31, 2007, we had an accumulated deficit of $596,178.
 
 For the
period ended December 31, 2007, net cash used in investing activities was
$3,272,001, resulting from investments made in our mineral properties. 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 have
no cash flow from operations and do not have cash and or equivalents to meet our
core operational requirements for the next 12 months, but we will also be
required to raise additional working capital to fund our Plan of Mining
Operations of approximately $3.5 to $5 Million in planned equity financing and
three trenches of $5 Million each in debt financing over the next three years in
order to carry-out the Plan of Operations as discussed further above.
 
 Subsequent
to the year end a major shareholder of the Company verbally agreed to make
available up to 20,000,000 of its free trading shares to help arrange financing
for the Company.  Further details of this verbal arrangement need to be
worked out and there is no assurance that a definitive agreement will be
reached. The objective of such an arrangement is that free trading shares owned
by that shareholder will be sold and the net proceeds will then be reinvested
back into the Company as a private placement which replaces the shares sold by
that shareholder.  This is commonly called a “gypsy swap”, the investor
group pays cash and receives free trading shares, the private shareholder
exchanges free trading shares for restricted shares, the Company receives cash
and issues restricted shares.  There is no assurance that such a financing
will be successful however the Company has received indications of interest that
such a plan might be able to raise between $5,000,000 and $10,000,000.  If
successful the Company would announce a private placement with a major
shareholder at a price per share which will reflect the net proceeds received by
that shareholder with no gain or loss of either shares or cash by that
shareholder. The price per share announced in that private placement may be
significantly different (higher or lower) than the price per share of the
Company’s share price trading at the time the announcement is made.
 
 We have
no assurance that future financings will be available to us on acceptable terms.
If financing is not available to us on acceptable terms, we may be unable to
continue our operations. Should our costs and expenses prove to be greater than
we currently anticipate, or should we change our current Plan of Mining
Operations in a manner that will increase or accelerate our anticipated costs
and expenses, such as through the acquisition of new properties, the depletion
of our working capital would be accelerated. To the extent that it becomes
necessary to raise additional cash in the future as our current cash and working
capital resources are depleted, we will seek to raise it through the public or
private sale of debt or equity securities, the procurement of advances on
contracts or funding from joint-venture or strategic partners, debt financing or
term loans, or a combination of the foregoing. We also may seek to satisfy
indebtedness without any cash outlay through the private issuance of debt or
equity securities.
 
 We have
no assurance that future financings will be available to us on acceptable terms.
If financing is not available to us on acceptable terms, we may be unable to
continue our operations.
 
 Future
Plans
 
 Aultra’s
goals and objective for the current year will be adjusted according to the
availability of funds and changing market conditions.  Management has
identified several work programs for its Basin Gulch and Jungo properties which
vary in the amount of funding required from less than $1,000,000 to as much as
$22,000,000.  Management’s goal is to raise at least $2,000,000
to move these properties forward.  As additional funds become
available, management plans to continue to advance its current properties and
also plans the acquisition of additional properties which it has
identified.  Management’s goal is to perform additional evaluation and
exploration with a view to possibly obtaining a JV partner on those projects to
allow the Company to grow more quickly and to expand the Company’s project base.
 Management estimates that the initial cost to pursue this course of action
to be approximately
 
 24
  $1,000,000.
 In addition Management is reviewing additional mineral properties
throughout the world.  The acquisition of such properties appears very
attractive however such an approach would require even more immediate or short
term cash, in the range of $6,000,000.  Management has had and will
continue to have discussions both for acquisitions and financing with the goal
that both the properties and financing can be arranged in a coordinated time
frame.  Management’s focus in these efforts is to enhance shareholder value
and create a base of operations from which future expansion and growth can
occur.
 
 Much of
the past year has been spent to obtaining trading status on the OTC as well as a
number of changes at the management and director level of the Company.
 While the effects from some of the changes continue, we believe that our
reorganizational efforts have been successful and a stronger and more experience
management team is in the process of being created, which will lay the
foundation of our future growth.
 
 Subsequent
to the year end a major shareholder of the Company verbally agreed to make
available up to 20,000,000 of its free trading shares to help arrange financing
for the Company.  Further details of this verbal arrangement need to be
worked out and there is no assurance that a definitive agreement will be
reached. The objective of such an arrangement is that free trading shares owned
by that shareholder will be sold and the net proceeds will then be reinvested
back into the Company as a private placement which replaces the shares sold by
that shareholder.  This is commonly called a “gypsy swap”, the investor
group pays cash and receives free trading shares, the private shareholder
exchanges free trading shares for restricted shares, the Company receives cash
and issues restricted shares.  There is no assurance that such a financing
will be successful however the Company has received indications of interest that
such a plan might be able to raise between $5,000,000 and $10,000,000.  If
successful the Company would announce a private placement with a major
shareholder at a price per share which will reflect the net proceeds received by
that shareholder with no gain or loss of either shares or cash by that
shareholder. The price per share announced in that private placement may be
significantly different (higher or lower) than the price per share of the
Company’s share price trading at the time the announcement is made.
 
 
 Critical
Accounting Policies
 
 Our
discussion and analysis of our financial condition and results of operations are
based upon our financial statements, which have been prepared in accordance with
accounting principles generally accepted in the United States of America. The
preparation of these consolidated financial statements requires us to make
estimates and judgments that affect the reported amounts of assets, liabilities,
revenues and expenses, and related disclosures of contingent assets and
liabilities. For a description of those estimates, see Note 3, Significant
Accounting Policies, contained in the explanatory notes to our audited financial
statements for the year ended December 31, 2007, 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.
  25
  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.
 
 ITEM
      7.
              FINANCIAL
      STATEMENTS.
 
 See
attached exhibit
 
 ITEM
      8.
              CHANGES
      IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
      DISCLOSURE
 
 Previous
independent registered public accounting firm.
 
 (i) As of
August 31, 2006, the Company elected to engage Moore & Associated,
Chartered, the new accountant, in place of Telford Sadovnick P.L.L.C., the
former accountant.
 (ii) The
company was first known as Katie Gold Corp. On March 21, 2006 the Company
changed its name to Morningstar Industrial Holdings Corp. by certificate of
Amendment. On April 26, 2006 by Articles of Merger, the Company merged with a
private Nevada company named New World Entertainment Corp. and assumed that
name. Telford Sadovnick P.L.L.C. issued a Report of Independent Public
Accounting Firm on the financial statements of Katie Gold Corp. for the period
January 26, 2005 (inception) to December 31, 2005. During the period that
Telford Sadovnick P.L.L.C produced its report on the financial statements there
did not contain any
 adverse
opinion or a disclaimer of opinion, and there was nothing qualified or modified
as to the uncertainty, audit scope, or accounting principles. In the auditor’s
report Telford Sadovnick P.L.L.C. expressed doubt about our ability to continue
as a going concern.
 (iii) The
decision to change accountants was approved by the board of
directors.
 (iv)
During the period of engagement between the company and Telford Sadovnick
P.L.L.C. there were no disagreements on any matter of accounting principles or
practices, financial statement disclosure, or auditing scope of procedure, which
disagreement(s), if not resolved to the satisfaction of Telford Sadovnick
P.L.L.C., would have caused it to make reference to the subject matter of the
disagreement(s) in connection with its report.
  The
Company has authorized Telford Sadovnick P.L.L.C. to respond fully to any
inquiries from Moore & Associates, Chartered, the Company’s subsequently
engaged independent registered public accounting firm (as discussed below),
regarding the material weaknesses discussed above.
 
 The Company has provided Telford
Sadovnick P.L.L.C. with a copy of the above disclosures. The Company has
requested Telford Sadovnick P.L.L.C. to furnish the Company with a letter
addressed to the Securities and Exchange Commission stating whether or not
Telford Sadovnick P.L.L.C. agrees with the statements made herein above and, if
not, stating in which respects Telford Sadovnick P.L.L.C. does not agree. A copy
of such letter was filed as Exhibit 16.1 to the Company’s Current Report filed
with the SEC on Form 8-K on September 8, 2006.
 
 New
independent registered public accounting firm.
 
 Moore
& Associates, Chartered, the new independent accountant, has been engaged as
the principal accountant to audit our financial statements. The date of such
engagement is August 31, 2006. We (or someone on our behalf) have not consulted
with Moore & Associates, Chartered regarding:
  26
  (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,
2007, 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, 2007, 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.
 
 (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
year  ended December 31, 2007.
  
 ITEM
      8A (T).
              CONTROLS
      AND PROCEDURES
 
 Not
applicable.
  ITEM
      8B.
              OTHER
      INFORMATION
 
 None.
  27
 
 PART
III
 
 ITEM 9:
              DIRECTORS,
      EXECUTIVE OFFICERS, PROMOTERS, CONTROL PERSONS AND CORPORATE GOVERNANCE;
      COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE
  ACT.
 
 Executive
Officers and Directors
 
 The following table sets forth
information regarding our directors and executive officers as of March 1, 2008,
who are our directors and executive officers:
 Name
              Age
              Position
              Director
      SinceRauno
      Perttu (1)
              61
              President,
      Chief Executive Officer and Director
              January
      2007Hon.
      Edward Lawson (5)Richard
      Crofts
              68
              Director
              January
      2007Baljinder
      Bhullar (2)
              37
              Chief
      Financial Officer and DirectorJeremy
      Caddy (2)John
      Yee
              62
              Director
      and Corporate Secretary
              October
      2007Michelle
      Dobson (4)
 On October 12, 2007, became the interim
Chief Financial Officer upon the resignation of Ms. Baljinder Bhullar(2) On
March 22, 2007 Jeremy Caddy resigned as our director and Ms. Baljinder Bhullar
was appointed as a member of our board of directors to fill the corresponding
vacancy created.   On October 12. 2007 Ms. Bhullar resigned as a
director.
 (3)
Appointed a director and Corporate Secretary on October 12. 2007(4) Appointed as
the CEO, President, CFO and sole director of the Company on April 1, 2006.
Subsequently, Ms. Dobson resigned as the Company’s CEO, President, CFO and sole
director on January 22, 2007.
 On
October 12, 2007 Mr. Lawson resigned as a director of the Company.
 Set forth
below is a biographical description of each director and senior executive
officer of the Company and AGI based on information supplied by each of
them.
  Rauno Perttu - President and
Chief Executive Officer, Interim Chief Financial Officer, Director
  Mr. Rauno
Perttu age 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.
 
 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.
  28
 
 John
Yee Corporate Secretary and Director
 
 John K.
Yee, age 62,  real estate developer, involved in many large land and
housing projects in the lower mainland Canada British Columbia and US States.
for the past 30 years.
  Mr. Yee
spent 15 years in the golf and hospitality industries in the United States
Canada and Asia. Mr. Yee has a multinational background and was involved in
numerous ventures in the US, Canada, Japan and more specifically in the Far
East. In 1994 Mr. Yee was appointed Director of Goldrush Casino and Mining
Cooperation (“Goldrush”), a Vancouver Stock Exchange listed company GDH which is
no longer in operation. He then became President and Director of Goldrush during
1995 to 1996, to oversee the business plans of the Company.
  The
Company’s mining property was in Black Hawk, Colorado with hotel and casino
properties in Colorado and Las Vegas.
  In 2003
to 2005 Mr. Yee was the Chairman of Magnum d’Or Resources Inc. an OTC public
listed Company (Symbol MAG.OB). Under his management, Magnum acquired large gold
and copper potential properties in Mongolia. The Shandi property is in an
excellent geological region and borders the famous Ivanhoe Mines as well as
International Uranium Corp. In 2004 Mr. Yee was also instrumental in acquiring
another significant property in upper Mongolia the Khul Morit for Magnum and was
instrumental in a JV structure with Placer Dome for the Khul Morit Mongolian
Property.
  Currently
Mr. Yee is serving as director for 3 other private mining
Companies.
 
 
 Board
Committees:
  At this
time, the board has no committees, including an audit, nominating or
compensation committee, but the Company intends to create such committees
sometime during the fiscal year ending December 31, 2007. Furthermore, our Board
of Directors intends to form an Audit Committee based on the following
terms.
  Members
of our audit committee will serve for a term or terms as determined by our Board
of Directors. The purpose of the Audit Committee of the Board of Directors of
the Company will be to provide assistance to the Board in fulfilling its
responsibility relating to oversight of corporate accounting, reporting
practices of the Company, the quality and integrity of the financial reports of
the Company, the Company's compliance with legal and regulatory requirements,
the qualifications and independence of the Company's independent auditors and
the performance of the Company's independent auditors and internal audit
function. The Committee shall maintain free and open communication between the
directors, the independent auditors, the internal auditor and the financial
management of the Company.
 
 The
Committee shall be composed of at least three directors who are independent of
the management of the Company and are free of any relationship that, in the
opinion of the Board of Directors, would interfere with their exercise of
independent judgment as Committee members. All members of the Committee must
have a working familiarity with basic finance and accounting practices and shall
meet the independence, experience and expertise requirements of the New York
Stock Exchange and other applicable laws and regulations (including SEC Rule
10A-3). At least one member of the Committee must have accounting or related
financial management expertise as defined by the Securities and Exchange
Commission (the "SEC") and, in the judgment of the Board of Directors, be
capable of serving the functions expected of an audit committee financial
expert.
 
 Nominating
Committee
 
 At this
time, our board of directors does not have a nominating committee. Since the
filing of our annual report for the fiscal year ended December 31, 2007, there
have not been any material changes to the procedures by which our security
holders may recommend nominees to our board of directors.
  Family
Relationships
 
 There are
no family relationships among any of our officers or other
directors
  29
 
 Compliance
With Section 16(A) Of The Exchange Act
  Section
16(a) of the Securities Exchange Act of 1934 requires our directors and
executive officers and persons who beneficially own more than ten percent of a
registered class of our equity securities to file with the SEC initial reports
of ownership and reports of change in ownership of common stock and other equity
securities of our Company. Officers, directors and greater than ten percent
stockholders are required by SEC regulations to furnish us with copies of all
Section 16(a) forms they file. To our knowledge, the following persons have
failed to file, on a timely basis, the identified reports required by Section
16(a) of the Exchange Act, as of December 31, 2007:
  Name
      & Relationship
              
              Number
      of Late Reports
              
              Transactions
      not Timely Reported
              
              Known
      Failure to File a Required FormRauno
      PerttuJohn
      Yee
              
              
              
              
              
              1
  Code
of Ethics
  As of the
date of this Annual Report, the Company has not adopted a Code of Ethics (the
“Code of Ethics”) applicable to the Company’s principal executive, financial and
accounting officer or persons performing similar functions. The Company intends
to adopt the Code of Ethics sometime in the second calendar quarter of
2008.
  ITEM
      10:
              EXECUTIVE
      COMPENSATION.
 
 The
following table sets forth information concerning the total compensation that
the Company has paid or that has accrued on behalf of Company’s chief executive
officer and other executive officers with annual compensation exceeding $100,000
during the years ended December 31, 2007. None of the Company’s officers
received compensation in excess of $100,000 during any of the year ended
December 31, 2007.
 Summary
Compensation Table
 Name
      & Principal Position
              Year
              Salary
      ($)
              Bonus
      ($)
              Stock
      Awards($)
              Option
      Awards ($) *
              Non-Equity
      Incentive Plan Compensation ($)
              Change
      in Pension Value and Non-Qualified Deferred Compensation Earnings
      ($)
              All
      Other Compensation ($) (1)
              Total
      ($)Rauno
      Perttu
                CEO,
      President and Director (1)
              2006
              -
              --
              --
              --
              --
              --
              --
              -
  (1) Appointed as the CEO, President and Director of
the Company on January 22, 2007.
  The
following table sets forth the compensation earned by the Company’s Chief
Executive Officer during the fiscal year ended December 31, 2007, and other
executive officers whose annual compensation exceeded $100,000 during any of the
fiscal year ended December 31, 2007. None of the Company’s officers received
compensation in excess of $100,000 during fiscal year ended December 31, 2007.
 Annual
                Compensation
              
              Long-term
                compensation
              
              PayoutsName & Principal
                Position
              
              Year
              
              Salary
                $
              
              Bonus
                $
              
              Restricted
                Stock
                Awards
              
              Number
                of
                Options
              
              LTIP
                payouts
                ($)
              
              All
                other
                Compen
                sa-
                Tion
                ($)Ro    Rauno
      Perttu
              
              
              2007
              
              0
              
              
              0
              
              0
              
              
              0
              
              0
              
              $
              0C
      Pr  President and Director (1)
 (1)
              Resigned
      as the Company’s CEO, President and sole Director on March 31, 2006.
  30
 
 The following table sets forth
information concerning the total compensation that AGI has paid or that has
accrued on behalf of AGI’s chief executive officer and other executive officers
with annual compensation exceeding $100,000 from inception on January 1, 2007 to
December 31, 2007.
  Summary
Compensation Table
  Name
      & Principal Position
              Year
              Salary
      ($)
              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
              2007
              $120,000
              --
              --
              --
              --
              --
              --
              $120,000
  (1) With
the exception of reimbursement of expenses incurred by our named executive
officers during the scope of their employment, none of the named executive
received any other compensation, perquisites or personal benefits in excess of
$10,000.
  OUTSTANDING
EQUITY AWARDS AT FISCAL YEAR-END
 
 During
our fiscal year ended December 31, 2007, we did adopt a form of an incentive
stock option plan.
 
 Employment
and Consultancy Agreements
 
 On
January 31, 2006, AGI entered into an Employment Agreement (the “Employment
Agreement”) with Mr. Rauno Perttu to employ Mr. Perttu as its CEO and President.
On January 22, 2007, AGI was acquired by the Company pursuant to the terms of
the Agreement. In connection with this acquisition, Mr. Perttu agreed to serve
as the CEO, President and a director of the Company under the terms of the
Employment Agreement and will be compensated for the provision of such services
to the Company pursuant to the Employment Agreement. The following are the
material terms of the Employment Agreement:
 
 · Mr. Perttu is
entitled receive an annual salary of $120,000 per year. The Employment Agreement
provides for continuous employment without a set date of termination. AGI may
terminate Mr. Perttu employment when Mr. Perttu shall reach such age as AGI’s
Board of Directors determines as the appropriate retirement age for the senior
employees of company. Mr. Perttu may terminate his employment with the company
upon not less than 3 months notice. AGI also provides Mr. Perttu with Director’s
Liability Insurance and contributes to his pension. Additionally, AGI may
terminate Mr. Perttu’s employment agreement upon not less than 6 months notice.
Pursuant to the Termination of Control protection, upon termination of Mr.
Perttu employment due to a change of control of AGI, Mr. Perttu is entitled to
severance pay. The severance pay is equal to three times the amount of Mr.
Perttu’s compensation package, as further defined in the Employment
Agreement.
 
 The
Company has not entered into any other employment agreements with any of its
other officers or directors.
  Director
Compensation
  The
following table sets forth with respect to each named director, compensation
information inclusive of equity awards and payments made in the fiscal year
ended December 31, 2007.
 
 Name
                (a)
              Fees
      Earned or Paid in Cash
                ($)
                (b)
              Stock
      Awards
                ($)
                (c)
              Option
                Awards
      ($)
                (d)
              Non-Equity
      Incentive Plan Compensation ($)
                (e)
              Change
      in Pension Value and Nonqualified Deferred Compensation
      Earnings
                (f)
              All
      Other Compensation
                ($)
                (g)
      (3)
              Total
                ($)
                (h)Rauno
      Perttu (1)
              --
              --
              --
              --
              --
              --
              --Richard
      Crofts (1)John
      Yee (1)
              --
              --
              --
              --
              --
              --
              --
 (1)
              With
      the exception of reimbursement of expenses incurred by our directors
      during the scope of their services, none of the named executive received
      any other compensation, perquisites, and personal benefits in excess of
      $10,000.
 
 31
  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)
              5,100,000
              7.71%John
      Yee
              -0-
              0.00%Richard
      Crofts (2)
              100,000
              0.152%Strategic
      Minerals Inc. (3)
              20,000,000
              30.24%Aultra
      Gold Capital Inc. (4)
              25,000,000
              37.79%All
      officers and directors as a group (3persons)(1)
              Applicable
      percentage ownership is based on 66,146,668 shares of common stock
      outstanding as of March 1, 2008, together with securities exercisable or
      convertible into shares of common stock within 60 days of March 1, 2008
      for each stockholder Beneficial ownership is determined in accordance with
      the rules of the Securities and Exchange Commission and generally includes
      voting or investment power with respect to securities. Shares of common
      stock that are currently exercisable or exercisable within 60 days of
      March 1, 2008 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, 2007, we did adopt a form of an
incentive stock option plan.
 
 2007
Stock Option Plan
 
 As a
collateral agreement to the Agreement, following the completion of the
acquisition of AGI, the Company’s Board of Directors agreed to the adoption of
the Stock Option Plan and ratified it on January 25, 2007 effective as of
February 1, 2007 providing for the issuance of up to 5,225,000 shares of Common
Stock of the Company to the officers, directors, employees and consultants of
the Company and/or its subsidiaries. Pursuant to the Stock Option Plan, the
Company granted options to purchase an aggregate of 200,000 shares of common
stock at $1.50 per share to the newly appointed directors and officers that held
options to purchase ordinary shares of AGI following the completion of the
acquisition, as well as to the newly appointed directors and officers of the
Company.
 
 The
principal terms and conditions of the stock options granted under the Stock
Option Plan are that vesting of the options granted to Directors of the Company
occurs in three stages: (1) 50% on January 25, 2008; (2) 25% on January 25,
2009; and (3) 25% on January 25, 2010. The options granted are exercisable at
$1.50 per share. Furthermore, the stock options granted under the Stock Option
Plan are generally non transferable other than to a legal or beneficial holder
of the options upon the option holder’s death. The rights to vested but
unexercised options cease to be effective: (1) 18 months after death of the
stock options holder; (2) 6 months after Change of Control of the Company; 12
months after loss of office due to health related incapacity or redundancy; or
(5) 12 months after the retirement of the options holder from a position with
AGI.
  32
 
 Of the
options to purchase an aggregate of 200,000 shares of common stock that were
granted, the following stock options have been granted to directors of the
Company:
  Name
              Stock
      Options Granted
              PositionRauno
      Perttu
              50,000
              President
      & Chief Executive Officer, DirectorHon.
      Edward Lawson (1)
              50,000
              DirectorRichard
      Crofts
              50,000
              DirectorJeremy
      Caddy (1)
              50,000
              Director
 (1) These
options expired during the fiscal year 2007 as a result of their resignations as
directors.
 ITEM
      12:
              CERTAIN
      RELATIONSHIPS AND RELATED
TRANSACTIONS
 
 Neither
our directors and officers, nor any proposed nominee for election as a director,
nor any person who beneficially owns, directly or indirectly, shares carrying
more than 10% of the voting rights attached to all of our outstanding shares,
nor any promoter, nor any relative or spouse of any of the foregoing persons has
any material interest, direct or indirect, in any transaction since our
incorporation or in any presently proposed transaction which, in either case,
has or will materially affect us.
 
 Our
management is involved in other business activities and may, in the future
become involved in other business opportunities. If a specific business
opportunity becomes available, such persons may face a conflict in selecting
between our business and their other business interests.  In the event that
a conflict of interest arises at a meeting of our directors, a director who has
such a conflict will disclose his interest in a proposed transaction and will
abstain from voting for or against the approval of such
transaction.
  Board
Determination of Independence
  Our board
of directors has determined that Mr. Richard Crofts are each “independent” as
that term is defined by the National Association of Securities Dealers Automated
Quotations (“NASDAQ”).  Under the NASDAQ definition, an independent
director is a person who (1) is not currently (or whose immediate family members
are not currently), and has not been over the past three years (or whose
immediate family members have not been over the past three years), employed by
the company; (2) has not (or whose immediate family members have not) been paid
more than $60,000 during the current or past three fiscal years;  (3) has
not (or whose immediately family has not) been a partner in or controlling
shareholder or executive officer of an organization which the company made, or
from which the company received, payments in excess of the greater of $200,000
or 5% of that organizations consolidated gross revenues, in any of the most
recent three fiscal years; (4) has not (or whose immediate family members have
not), over the past three years been employed as an executive officer of a
company in which an executive officer of the Company has served on that
company’s compensation committee; or (5) is not currently (or whose immediate
family members are not currently), and has not been over the past three years
(or whose immediate family members have not been over the past three years) a
partner of the Company’s outside auditor. A director who is, or at any time
during the past three years, was employed by the Company or by any parent or
subsidiary of the Company, shall not be considered independent.
 
 ITEM
      13:
              EXHIBITS.
 
 Exhibit
                Number
              
              Description2.1
              
              Share
      Exchange Agreement entered into by and among Aultra Gold, Inc. (fka New
      World Entertainment Corp.), Aultra Gold, Inc. (Canada), Strategic Minerals
      Inc. and the shareholders of Aultra Gold, Inc. (Canada) signatories
      thereto dated January 22, 2007. (4)3(i).1
              
              Aultra
      Gold, Inc. (fka New World Entertainment Corp.) Articles of Incorporation.
      (1)3(i).2
              
              Certificate
      of Amendment filed with the Secretary of State of Nevada to change the
      Company's name from Morningstar Industrial Holdings Corp. to New World
      Entertainment Corp., effective as of March 27, 2006.
(2)3(i).3
              
              Certificate
      of Amendment filed with the Secretary of State of Nevada to change the
      Company's name from New World Entertainment Corp. to Aultra Gold, Inc.,
      effective as of January 18, 2007. (3)3(i).4
              
              Certificate
      of Amendment filed with the Secretary of State of Nevada to increase the
      authorized common stock of the Company from 75,000,000 shares of common
      stock to 150,000,000 shares. (4)333(i).4
              
              Certificate
      of Correction filed with the Secretary of State of Nevada on March 26,
      2007, setting forth that the Company actually increased its authorized
      common stock of the Company from 75,000,000 shares of common stock to
      500,000,000 shares. (4)3(ii).2
              
              Aultra
      Gold, Inc. (fka New World Entertainment Corp.) Bylaws.
  (1)10.1
              
              Registration
      Rights Agreement entered into by and among Aultra Gold, Inc. (fka New
      World Entertainment Corp.), Aultra Gold, Inc. (Canada), Strategic Minerals
      Inc. and the shareholders of Aultra Gold, Inc. (Canada) signatories
      thereto dated January 22, 2007. (4)10.2+
              
              Rauno
      Perttu Executive Employment Agreement. (4)10.3
              
              Mining
      Lease Agreement entered into by and between Aultra Gold, Inc. (Canada) and
      Strategic Minerals Inc., dated May 31, 2006. (4)10.4
              
              Settlement
      and Release Agreement entered into by and among Aultra Gold, Inc. (fka New
      World Entertainment Corp.), World Mobile Network Corp. and Liverpoole,
      Inc., dated December 8, 2006. (4)10.5
              
              2003
      Incentive Stock Option Plan. (4)10.6
              
              Mining
      Lease Agreement entered into by and between Aultra Gold, Inc and W.R.
      Hansen (5)21.1
              
              List
      of Subsidiaries.31.1
              
              Certification
      of Chief Executive Officer pursuant to Section 302, of the
      Sarbanes-Oxley Act of 2002.*31.2
              
              Certification
      of Chief Financial Officer pursuant to Section 302, of the
      Sarbanes-Oxley Act of 2002.*32.1
              
              Certification
      of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as
      adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
      2002.*32.2
              
              Certification
      of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as
      adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
      2002.*Filed
      herewith.+
      Compensatory plan or arrangement.(1)
      Incorporated by reference to the Company’s Registration Statement filed
      with the SEC on SB-2 on July 21, 2005.(2)
      Incorporated by reference to the Company’s Current Report filed with the
      SEC on Form 8-K on April 11, 2006.(3)
      To be filed by an amendment.(4)
      Incorporated by reference to the Company’s Current Report filed with the
      SEC on Form 8-K on February 28, 2007.(5)
      Incorporated by reference to the Company’s Current Report filed with the
      SEC on Form 8-K on June 7, 2007.
  ITEM 14:  PRINCIPAL ACCOUNTANT FEES AND
SERVICES
 
 Our principal accountants billed the
following fees for the services indicated:
 Fiscal
      year-ended
              
              
              Fiscal
      year-endedDecember
      31, 2007*
              
              
              December
      31, 2006Audit
      fees
              
              $
              3,000
              
              
              $
              3,000Audit-related
      fees
              
              Nil
              
              
              NilTax
      fees
              
              Nil
              
              
              NilAll
      other fees
              
              
              15,600
              
              
              
              15,600
 * Moore
& Associates billed us as estimated $15,600 during the fiscal year ended
December 31, 2007.
 Audit
fees consist of fees related to professional services rendered in connection
with the audit of our annual financial statements.  All other fees relate
to professional services rendered in connection with the audit and review of
financial statements included in our Current Reports on Form 8-K, Quarterly
Reports on Form 10-QSB and Annual Reports on Form 10-KSB filing and
amendments.
 
 Our
policy is to pre-approve all audit and permissible non-audit services performed
by the independent accountants.  These services may include audit services,
audit-related services, tax services and other services.
  34
 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, 2008
              By:
              /s/
      Rauno PerttuName:
      Rauno Perttu
                Title:
      Chief Executive Officer
  Dated:
      April 13, 2008
              By:
              /s/
      Rauno PerttuName:
      Rauno Perttu
                Title:
      Chief Financial Officer and acting Principal Accounting
      Officer
  Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been
signed below by the following persons on behalf of the registrant and in the
capacities and on the dates indicated.
 
 Signature
              
              Title
              
              Date/s/
      Rauno Perttu
                Rauno
      Perttu
              
              Chief
      Executive Officer, President, Interim Chief Financial Officer, Acting
      Principal Accounting Officer and Director
              
              April
      14, 2008/s/
      John Yee
                
                John
      Yee
              
              Director
              
              April
      14, 2008/s/
      Richard Crofts
                
                Richard
      Crofts
              
              Director
              
              April
      14, 2007
   35
   AULTRA
GOLD INC.
 An
Exploration Stage Company
 (Formerly
New World Entertainment Corp.)
 
 INDEX
TO FINANCIAL STATEMENTS
 For
      the Years Ended December 31, 2007 and 2006
              PageReport
      of Independent Registered Certified Public Accounting Firm
              F-2Balance
      Sheets as of December 31, 2007 and 2007
              F-3Statements
      of Operations for the years ended December 31, 2007, and
    2006
              F-5Statements
      of Stockholders’ Equity (Deficit) for the years ended December 31, 2007,
      and 2006
              F-6Statements
      of Cash Flows for the years ended December 31, 2007 and
    2006
              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.
 
 
 We have
audited the accompanying consolidated balance sheets of Aultra Gold Inc. as of
December 31, 2007 and December 31, 2006, and the related consolidated statements
of operations, stockholders’ equity and cash flows for the years ended December
31, 2007 and December 31, 2006 and since inception on January 25, 2005 through
December 31, 2007. 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 consolidated financial position of Aultra Gold Inc. as of
December 31, 2007 and December 31, 2006, and the related consolidated statements
of operations, stockholders’ equity and cash flows for the years ended December
31, 2007 and December 31, 2006 and since inception on January 25, 2005 through
December 31, 2007, 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 has incurred a net loss of $490,618, which
raises 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
 April 10,
2008
 
 2675 S. Jones Blvd. Suite
109, Las Vegas, NV 89146 (702) 253-7499 Fax
 
  F-2
  Aultra
Gold Inc.
 An
Exploration Stage Company
 (Formerly
New World Entertainment Corp.)
 Consolidated
Balance Sheets
 As
at December 31, 2007
 (Stated
in United States Dollars)
 December
      31
              
              December
      312007
              
              2006$
              
              $A
      S S E T SCurrent
      AssetsCash
              
              
              58
              
              58Interest
      receivable and prepaids
              
              
              225
              
              225Investment
      in marketable securities (note 3)
              
              
              6,232
              
              -0-Accounts
      receivable and accrued receivables
              
              
              162,563
              
              -0-Notes
      Receivable
              
              
              -0-
              
              3,250,000Total
      Current Assets
              
              
              169,020
              
              3,250,283Fixed
      Assets (note 6)
              
              
              50,000
              
              0Total
      Assets
              
              
              194,020
              
              3,250,283L
      I A B I L I T I E S A N D S T O C K H O L D E R S’ E Q U I
      T YCurrent
      LiabilitiesAccounts
      payable and accrued liabilities
              
              
              364,676
              
              28,641Total
      current liabilities
              
              
              364,676
              
              28,641Long-Term
      LiabilitiesLoans
              
              
              -0-
              
              3,250,000Total
      Liabilities
              
              
              364,676
              
              3,278,641S
      TOCK H O L D E R S ’ E Q U I T YCommon
      stock, $0.001 par value, 500,000,000 shares authorized: 66,146,668 shares
      issued and outstanding (82,233,333 in 2006 (note 7(a))
              
              
              66,147
              
              82,233Cummulative
      translation adjustment
              
              
              10,666
              
              -0-Accumulated
      deficit in the exploration state (January 25, 2005 to December 31,
      2007)
              
              
              (596,278
              )
              (115,691
              )Additional
      paid-in capital
              
              
              38,709
              
              5,100Total
      stockholders’ equity
              
              
              (170,656
              )
              (28,358)Total
      liabilities and stockholders’ equity
              
              
              194,020
              
              3,250,283
  Approved
      by the Board of Directors:/s/ Rauno
      Perttu
              
              
              /s/
      John YeeDirector
              
              
              Director
  See notes
to financial statements
  F-3
  Aultra
Gold Inc.
 An
Exploration Stage Company
 (Formerly
New World Entertainment Corp.)
 Consolidated
Statement of Operations
 From
inception on January 25, 2005 to December 31, 2007
 (Stated
in United States Dollars)
  December
      31
              
              December
      312007
              
              2006$
              
              $REVENUE
              
              
              -0-
              
              131ExpensesFiling
      Fees
              
              
              4,691
              
              1,600Travel
              
              
              9,462
              
              5,236Shares
      issued in lieu of payment for interest
              
              
              -0-
              
              10,833Consultants
              
              
              185,668
              
              -0-Mineral
      property expenditures
              
              
              179,414
              
              9,240Office
      and sundry
              
              
              37,444
              
              1,484Professional
      fees
              
              
              71,819
              
              36,575Transfer
      agent
              
              
              3,644
              
              748Total
      expenses
              
              
              492,475
              
              65,585Other
      Revenues and ExpensesForeign
      Exchange Gain/Loss
              
              
              4,154
              
              -0-Gain
      on Extinguishment of Debt
              
              
              10,833
              
              -0-Loss
      on investment
              
              
              (2,999)
              
              -0-Total
      other revenue and expenses
              
              
              11,988
              
              -0-Provision
      for Income Taxes
              
              
              -0-
              
              -0-Loss
      for the period
              
              
              (480,487
              )
              (65,585)Deficit
      - beginning of the period
              
              
              (115,691
              )
              (50,106)Deficit
      - end of period
              
              
              (596,178
              )
              (115,691
              )Loss
      per common shares - basic and diluted
              
              
              (0.0013
              )
              (0.0016
              )Weighted
      Average Number of Common Shares Outstanding
              
              
              89,512,694
              
              72,939,346
 
 
 See notes
to financial statements
  F-4
  
 Aultra
Gold Inc.
 An
Exploration Stage Company
 (Formerly
New World Entertainment Corp.)
 Consolidated
Statement of Cash Flows
 From
January 1, 2006 to December 31, 2007
 (Stated
in United States Dollars)
 
 December
      31
              
              
              December
      312007
              
              
              2006$
              
              
              $Operating
      activitiesLoss
      for the period
              
              
              (480,487
              )
              
              
              (65,585
              )Changes
      in:Interest
      receivable and prepaid expenses
              
              
              -
              
              
              
              106Accounts
      receivables and accrued receivables
              
              
              (162,563
              )
              
              
              -(gain)
      on extinguishment of debt
              
              
              (10,833
              )
              
              
              -Accounts
      payable and accrued liabilities
              
              
              336,035
              
              
              
              6,323Net
      cash used in operating activities
              
              
              (317,848
              )
              
              
              (59,156
              )Investing
      activitiesMineral
      property
              
              
              25,000
              
              
              
              -0-Investments
              
              
              3,247,001
              
              
              
              (3,250,000
              )Cash
      used in investing activities
              
              
              3,272,001
              
              
              
              (3,250,000
              )Financing
      activitiesShare
      capital issued
              
              
              327,523
              
              
              
              10,833Loans
              
              
              (3,250,000
              )
              
              
              3,250,000Cumulative
      translation adjustment
              
              
              4,154
              
              
              
              -Net
      cash received from (used by)  financing
    activities
              
              
              (2,918,323
              )
              
              
              3,260,833Net
      increase in cash
              
              
              (58)
              
              
              
              (48,323
              )Cash
      – beginning of period
              
              
              58
              
              
              
              48,381Cash
      – end of period
              
              
              0
              
              
              
              58
 
 
 See notes
to financial statements
  F-5
  
 Aultra
Gold Inc.
 An
Exploration Stage Company
 (Formerly
New World Entertainment Corp.)
 Consolidated
Statements of Stockholders’ Equity
 From
inception on January 26, 2005 to December 31, 2007
 (Stated
in United States Dollars)
 
  
 Common
      StockShares
              
              
              Amount
              
              
              Additional
      Paid-in Capital
              
              
              Accumulated
      Deficit During Exploration Stage
              
              
              Total
      Equity (Deficit)$
              
              
              $
              
              
              $
              
              
              $Balance
      at inception Jan. 26, 2005
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -Common
      shares issued for cash at $0.00005 per share, February
    9,2005
              
              
              30,000,000
              
              
              
              30,000
              
              
              
              (28,500
              )
              
              
              -
              
              
              
              1,500Common
      shares issued for cash at $0.00005 per share, February
    17,2005
              
              
              30,000,000
              
              
              
              30,000
              
              
              
              (15,000
              )
              
              
              -
              
              
              
              15,000Common
      shares issued for cash at $0.00005 per share, March 7,2005
              
              
              11,000,000
              
              
              
              11,000
              
              
              
              44,000
              
              
              
              -
              
              
              
              55,000Common
      shares issued for cash at $0.0125 per share, April 8,2005
              
              
              400,000
              
              
              
              400
              
              
              
              4,600
              
              
              
              -
              
              
              
              5,000Shares
      issued in lieu of payment forInterest
      on promissory note, May 2006
              
              
              10,833,333
              
              
              
              10,833
              
              
              
              -
              
              
              
              -
              
              
              
              10,833Cumulative
      Net (Loss)
              
              
              -
              
              
              
              -
              
              
              
              
              
              
              
              (115,691
              )
              
              
              (115,691
              )Balance,
      December 31, 2006
              
              
              82,233,333
              
              
              
              82,233
              
              
              
              5,100
              
              
              
              (115,691
              )
              
              
              (28,358
              )Shares
      cancelled on acquisition
              
              
              (10,833,333
              )
              
              
              (10,833)
              
              
              
              -
              
              
              
              -
              
              
              
              (10,833
              )Shares
      issued in acquisition January 22, 2007
              
              
              24,496,668
              
              
              
              24,497
              
              
              
              -21,141
              
              
              
              -
              
              
              
              3,356Common
      shares issued for cash at $1.50 per share, January 22,
2007
              
              
              200,000
              
              
              
              200
              
              
              
              299,800
              
              
              
              -
              
              
              
              300,000Common
      shares reissued for cash at $0.50 per share, April 30,
2007
              
              
              -
              
              
              
              -
              
              
              
              10,000
              
              
              
              -
              
              
              
              10,000Common
      shares issued for Jungo Rights at $0.50 June 1, 2007
              
              
              50,000
              
              
              
              50
              
              
              
              24,950
              
              
              
              -
              
              
              
              25,000Foreign
      exchange
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              
              
              
              
              10,666Shares
      cancelled by shareholder
              
              
              (30,000,000)
              
              
              
              (30,000)
              
              
              
              
              
              
              
              
              
              
              
              (30,000)Net
      (Loss) for the period
              
              
              -
              
              
              
              -
              
              
              
              
              
              
              
              (480,487
              )
              
              
              (480,487
              )Balance,
      December 31, 2007
              
              
              66,146,668
              
              
              
              66,147
              
              
              
              318,709
              
              
              
              (596,178
              )
              
              
              (170,656)
  
 See notes
to financial statements
  F-6
  Aultra
Gold Inc.
 An
Exploration Stage Company
 (Formerly
New World Entertainment Corp.)
 Notes to
Financial Statements
 December
31, 2007
 (Stated
in United States Dollars)
 
 1.      Nature
of Operations
 a)  Organization
 
 Aultra
Gold Inc. (the “Company”) was incorporated under the laws of the State of Nevada
on January 26, 2005 as Katie Gold Corp. and it was primarily engaged in the
acquisition and exploration of mining properties until April
2006.  The Company’s fiscal year end is December 31.
 
 On March
21, 2006, a Certificate of Amendment was filed with the Secretary of State in
Nevada to change the name of the Company from Katie Gold Corp. to Morningstar
Industrial Holdings Corp.  At this time, the Company was still engaged
in the acquisition and exploration of mining properties.
 
 On April
26, 2006, the Company filed Articles of Merger with the Secretary of State in
Nevada to merge with New World Entertainment Corp., a private company
incorporated in Nevada.  As a result of the merger, the Company
changed its business and its name from Morningstar Industrial Holdings Corp. to
New World Entertainment Corp.
 
 On
December 7, 2006, a Certificate of Amendment was filed with the Secretary of
State in Nevada to change the name of the Company from New World Entertainment
Corp. to Aultra Gold Inc.  The Nevada Secretary of Stated declared the
amendment effective on January 18, 2007.
 
 On
January 22, 2007, the Company entered into a definitive Share Exchange Agreement
(the “Agreement”) with Strategic Minerals Inc., a Nevada corporation, Aultra
Gold Inc. (fka Dutch Mining (Canada) Ltd.) (“AGI”), a company formed under the
laws of the Province of British Columbia, and certain other shareholders of
AGI.  Pursuant to the Agreement, which is subject to certain
regulatory approval, the Company agreed to acquire 100% of the outstanding
equity of AGI from the stockholders of AGI (the “AGI Shareholders”) in exchange
for the issuance by the Company to the AGI Shareholders of one share of common
stock, $0.001 par value (the “Common Stock”), of the Company for each issued
common share of AGI (the “Acquisition”).  Therefore, subject to
certain regulatory approval, the Company shall be required to issue 24,496,668
shares of Common Stock to the AGI Shareholders (the “Consideration Shares”) and
there will be approximately a total of 95,896,668 shares of Common Stock issued
and outstanding subsequent to the Acquisition.  AGI was incorporated
on January 20, 2006 in Canada under the Business Corporations Act of British
Columbia.  AGI’s main business is acquiring and exploring gold and
mineral properties with proven and probable reserves principally located in
Nevada and Montana, USA, with the objective of identifying gold and mineralized
deposits economically worthy of continued production and/or subsequent
development, mining or sale.
 
 b)  Change
of Business
 
 On April
26, 2006, the Company filed Articles of Merger with the Secretary of State in
Nevada to change its name from Morningstar Industrial Holdings Corp. and
underwent a change in management and direction and was involved in the
acquisition and licensing of online gaming technologies.
 
 On May
12, 2006 the Company entered into a share exchange agreement with Liverpoole
Inc., a privately-owned corporation organized under the laws of Antigua, for the
acquisition of all of the issued and outstanding shares of Liverpoole in
exchange for 25,000,000 shares of the Company, upon completion of the
agreement.  In connection therewith, in order to secure the right to
enter into such agreement with Liverpoole, the Company entered into an agreement
with World Mobile Network Corp., a publicly-held corporation, pursuant to which,
upon the completion of the agreement, World Mobile Network Corp. agreed to
assign its exclusive right to acquire Liverpoole to the Company in exchange for
20,000,000 shares of the Company.  As of December 31, 2006, these
agreements were not been finalized.
 
 Effective
January 22, 2007 this transaction was terminated.
 
 Effective
January 22, 2007, all management and directorship changed.
  F-7
 
  Aultra
Gold Inc.
 An
Exploration Stage Company
 (Formerly
New World Entertainment Corp.)
 Notes to
Financial Statements
 December
31, 2007
 (Stated
in United States Dollars)
 1.      Nature
of Operations-continued
 
 c)  Going
Concern
 
 The
accompanying financial statements have been prepared assuming the Company will
continue as a going concern.  The Company’s financial statements are
prepared using generally accepted accounting principles applicable to a going
concern which contemplates the realization of assets and liquidation of
liabilities in the normal course of business.
 
 As shown
in the accompanying financial statements, the Company has incurred a net loss of
$490,618 for the period from January 26, 2005 (inception) to December 31,
2007.  The future of the Company is dependent upon its ability to
obtain financing and upon future profitable operations from the development of
acquisitions.  Management has plans to seek additional capital through
a private placement and public offering of its common stock.  The
financial statements do not include any adjustments relating to the
recoverability and classification of recorded assets, or the amounts of and
classification of liabilities that might be necessary in the event the Company
cannot continue in existence.  The accompanying financial statements
do not include any adjustments that might be necessary if the Company is unable
to continue as a going concern.
 
 d)      Share
Exchange Agreement with Liverpoole Inc.
 
 On May
12, 2006 the Company entered into a share exchange agreement with Liverpoole
Inc., a privately-owned corporation organized under the laws of Antigua, for the
acquisition of all of the issued and outstanding shares of Liverpoole in
exchange for 25,000,000 shares of the Company, upon completion of the
agreement.  In connection therewith, in order to secure the right to
enter into such agreement with Liverpoole, the Company entered into an agreement
with World Mobile Network Corp., a publicly-held corporation, pursuant to which,
upon the completion of the agreement, World Mobile Network Corp. agreed to
assign its exclusive right to acquire Liverpoole to the Company in exchange for
20,000,000 shares of the Company.  As of December 31, 2006, these
agreements have not been finalized.
 
 Effective
January 22, 2007, termination of the May 12, 2006 Share Exchange Agreement with
Liverpoole Inc. and World Mobile Network Corp.
 
 2.
              Significant
      Accounting Policies
 
 a)      Basis
of Accounting
 
 These
financial statements are prepared in accordance with generally accepted
accounting principles (“GAAP”) in United States.  The Company has
elected a December 31 year-end.  Summarized below are those policies
considered particularly significant to the Company.
 
 b)      Use
of Estimates
 
 The
preparation of financial statements in conformity with United States generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and the
disclosure of any contingent assets and liabilities as at the date of the
financial statements, as well as the reported amounts of revenues earned and
expenses incurred during the period.  Actual results could differ from
those estimates.
 
 c)      Financial
Instruments and Financial Risk
 
 The
Company’s financial instruments consists of cash, prepaid expenses, investments,
accounts payable and accrued liabilities, the fair values of which approximate
their carrying amounts due to the short-term nature of these
instruments.
  F-8
 
 Aultra
Gold Inc.
 An
Exploration Stage Company
 (Formerly
New World Entertainment Corp.)
 Notes to
Financial Statements
 December
31, 2007
 (Stated
in United States Dollars)
 
 2.
              Significant
      Accounting Policies-continued
 
 d)      Cash
 
 For the
purposes of the statement of cash flows, the company considers all funds held in
its bank accounts and funds held in trust by
 third
parties as cash.
 
 e)      Investment
in mining properties
 
 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, 2007 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.
  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 a 1 (one) year term un-secured Loan Agreement at an annual interest rate of
7 (seven) percent with Liverpoole Inc., a privately-owned corporation organized
under the laws of Antigua for $3,250,000. Effective January 22, 2007, termination
of the May 3, 2006 Loan Agreement for $3,250,000 with 555 Holdings
LLC.
  i)      Share
Capital
 
 Share
capital issued for non-monetary consideration is recorded at an amount based
upon fair market value as estimated by management.
  F-9
 
 Aultra
Gold Inc.
 An
Exploration Stage Company
 (Formerly
New World Entertainment Corp.)
 Notes to
Financial Statements
 December
31, 2007
 (Stated
in United States Dollars)
 
 2.
              Significant
      Accounting Policies-continued
 
 j)      Comprehensive
Income
 
 The
Company applies Statement of Financial Accounting Standards No. 130 Reporting
Comprehensive Income (SFAS No. 130).  Comprehensive income is defined
as the change in equity of a business enterprise during a period from
transactions and other events and circumstances from non owner
sources.  It includes all changes in equity during a period except
from those resulting from investments by owners and distributions to
owners.
 
 k)      Income
taxes
 
 Deferred
Income taxes are provided for temporary differences between the financial
reporting and tax basis of assets and liabilities using enacted tax laws and
rates for the years when the differences are expected to reverse.
 
 l)      Stock
based compensation
 
 The Company accounts for stock-based
compensation in accordance with SFAS No. 123 for “Accounting for stock-based
compensation” and related interpretations.
 The
Company’s Board of Directors agreed to the adoption of the Stock Option Plan and
ratified it on January 25, 2007 effective as of February 1, 2007 providing the
issuance of up to 5,225,000 shares of Common Stock of the Company to the
officers, directors, employees and consultants of the Company an/or its
subsidiaries.  Pursuant to the Stock Option Plan, the Company granted
options to purchase an aggregate of 200,000 shares of Common Stock at $1.50 per
share to the newly appointed directors and officers that held options to
purchase ordinary shares of the Company following the completion of the
acquisition, as well as to the newly appointed directors and officers of the
Company.
 
 The
principal terms and conditions of the stock options granted under the Stock
Option Plan are that the 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; (3) 12 months after loss of
office due to health related incapacity or redundancy; or (4) 12 months after
the retirement of the options holder from a position with AGI.
 
 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, 2007, the Company does not have any asset retirement
obligations.
 
 3.      Investment
 
 Details
are as follows:
 Number
      of shares
              
              
              Market
      Value
              
              
              Cost$
              
              
              $Lomiko
      Resources Inc. (formerly Lomiko Enterprises Ltd.)
              
              
              20,000
              
              
              
              6,232
              
              
              
              8,849
  This
investment represents a minority interest of less than 10%.  The
shares were valued at market as stated as at September 31, 2007.
  F-10
 
 Aultra
Gold Inc.
 An
Exploration Stage Company
 (Formerly
New World Entertainment Corp.)
 Notes to
Financial Statements
 December
31, 2007
 (Stated
in United States Dollars)
 
 4.
              Acquisition
      of Subsidiary
 
 On
January 22, 2007, the Company entered into a definitive Share Exchange Agreement
(the “Agreement”) with Strategic Minerals Inc., a Nevada corporation, Aultra
Gold Inc. (fka Dutch Mining (Canada) Ltd.) (“AGI”), a company formed under the
laws of the Province of British Columbia, and certain other shareholders of
AGI.  Pursuant to the Agreement, which is subject to certain
regulatory approval, the Company agreed to acquire 100% of the outstanding
equity of AGI from the stockholders of AGI (the “AGI Shareholders”) in exchange
for the issuance by the Company to the AGI Shareholders of one share of common
stock, $0.001 par value (the “Common Stock”), of the Company for each issued
common share of AGI (the “Acquisition”).  Therefore, subject to
certain regulatory approval, the Company shall be required to issue 24,496,668
shares of Common Stock to the AGI Shareholders (the “Consideration Shares”) and
there will be approximately a total of 95,896,668 shares of Common Stock issued
and outstanding subsequent to the Acquisition.
 
 The
purchase method of accounting has been applied with the shares issued as
consideration being recorded at $3,356 that being the value given up after
considering price fluctuations, liquidity issues and exchange
rates.
 
 At the
date of the acquisition, the value of the identifiable net assets of AGI was as
follows:
  Assets 
          Cash
              
              $
              256,316Investment
      in
      Lomiko
              
              
              8,066Accounts
      receivable and accrued receivables
              
              
              77,541$
              341,923Liabilities     Accounts
      payable and accrued payables
              
              $
              38,981Intercompany
      transactions
              
              
              299,586338,567Total purchase
      price
              
              $
              3,356
  5.
              Related
      Party Balances and Transactions
 
 Related
party transactions are recorded at their cost, are non-interest bearing,
unsecured and have no specific terms for repayment.
 
 As at
December 31, 2007, the Company has a receivable MB Primes Management Ltd. (“MB
Primes”), a company with directors in common, $61,995.
 
 As at
December 31, 2007 the Company has a receivable with Bio Remediation Inc. (“Bio
Remediation”), a company with directors in common, $27,056.
 
 As at
December 31, 2007 the Company owes its President a total of $169,910 which is a
combination of unpaid salary of $75,000
 and
$94,910 of Company expenses paid for by the President.
 
 The
Company acquired its Basin Gulch Property from a private company, one principal
of whom is a common director with the Company.  Refer to Note
6.
 
 F-11
  Aultra
Gold Inc.
 An
Exploration Stage Company
 (Formerly
New World Entertainment Corp.)
 Notes to
Financial Statements
 December
31, 2007
 (Stated
in United States Dollars)
 
 6.      Mineral
Property Interests
 
 a)      Basin
Gulch Property, Montana, USA
 
 On May
31, 2006, the Subsidiary Aultra Gold Inc. (formerly known as Dutch Mining
(Canada) Ltd.) acquired Basin Gulch Property, consisting of eleven patented
mineral claims of 217.9 acres, paid by the issuance of 20,000,000 shares of the
Company.  The share issuance has been recorded at the carrying costs
of the property to the optionor, as the optionor is a related party to the
company and as there has been no substantial change in ownership of the property
by the optionors (nominal amount), who received 20,000,000 shares of the
24,496,668 shares outstanding of the Subsidiary.
 
 The
three-stage agreement is structured as follows:
 
 Stage 1 initial
payment:
 The
Subsidiary paid an initial cash payment of $10,000 and must fulfill the
following:
 i) on or
before July 30, 2006 report all the exploration and studies conducted on the
Property.
 
 Stage 2 advance production
royalties:
 To
further evaluate and develop the minerals, the Subsidiary must fulfill the
following
 i)  on
or before June 10, 2006, the Company must make a cash payment of $15,000
(paid);
 ii) on or
before September 10, 2006 the Company must make a cash payment of $25,000
(paid);
 iii) the
Company must make a cash payment of $50,000 due on March 10 and September 10 of
each year until production has commenced.
 
 Stage 3 production
royalties:
 Upon
commencement of production, the Subsidiary will pay the greater of:
 i)      a
twice annual cash payment of $50,000 due on March 10 and September 10 of each
year;
 ii)     3%
of the gross sales receipts of the gold and silver sold, due semi-annually on
March 10 and September 10 of each year;
 
 Should
production be suspended for a period of 6 months or longer, the twice annual
advance production royalty of $50,000 listed above will resume.
 
 Upon the
completion of payments totaling US$8,000,000, the Subsidiary will have purchased
the mineral rights to this property.  In the current period, payments
of $50,000 (paid) have be made, which satisfy this agreement.
 
 b)      Jungo
Property, Nevada, USA
 
 On June
1, 2007, the Company entered into a formal binding Agreement of Purchase and
Sale (the “Agreement”) with W.R. Hansen, an individual (the “Seller”), pursuant
to which the Company acquired from the Seller certain mining claims together
with all improvements and all equipment owned by the Seller located thereon,
located in Humboldt County, State of Nevada (the
 “Property”).  In
consideration of the purchase of the Property, the Company agreed to (i)
reimburse the Seller for all staking and filing costs related to the Property,
(ii) issue the Seller 50,000 restricted shares of the Company’s common stock,
$0.001 par value per share (the “Common Stock”), valued at $0.50 per share,
(iii) upon its sole determination of sufficient mineralization to place the
Property in production, to further issue to the Seller additional 50,000
restricted shares of the Company’s Common Stock, such that the Company shall
make such a determination not later than 30 days following the acquisition of
the data contemplated by paragraph 3.3 of the Agreement, (iv) not later than 10
days following the date the Property is placed into development for production
of metals, to issue to the Seller an additional 100,000 restricted shares of the
Company’s Common Stock, and (v) as further consideration after the Property is
placed in production, to direct to the Seller a monthly Net Smelter Royalty of
2% upon all gold, silver, copper, or other metals (the “Metals”) produced and
sold from the Property (each royalty payment shall be paid not later than 30
days following the last day of the month in which the metals were produced and
sold).
  F-12
 Aultra
Gold Inc.
 An
Exploration Stage Company
 (Formerly
New World Entertainment Corp.)
 Notes to
Financial Statements
 December
31, 2007
 (Stated
in United States Dollars)
 
 7.
              Share
      Capital
 
 a)
              Details
      of share capital are as follows:
 Authorized:
500,000,000 common shares with a par value of $.001
 Number
      ofShares
              
              
              Amount$Issued:Balance
      – inception January 26, 2005
              
              
              -
              
              
              
              -Common
      Shares issued
              
              
              71,400,000
              
              
              
              71,400Shares
      issued in lieu of promissory note
              
              
              10,833,333
              
              
              
              10,833Balance-December
      31, 2006
              
              
              82,233,333
              
              
              
              82,233Restricted
      common shares issued
              
              
              24,496,668
              
              
              
              24,497Restricted
      Common Shares issued for Jungo
              
              
              50,000
              
              
              
              50Common
      Shares issued
              
              
              200,000
              
              
              
              200Shares
      cancelled
              
              
              (40,833,333
              )
              
              
              (40,833
              )Balance
      – December 31, 2007 (d)
              
              
              66,146,668
              
              
              
              66,147
 
 b)
              On
      January 23, 2007, the Company entered into a Private Placement Agreement
      with 555 Holdings LLC, a Nevada limited liability company (“555 LLC”),
      whereby it sold 200,000 units (each a “Unit”, and collectively the
      “Units”) to 555 LLC at a price of $1.50 per Unit, for gross proceeds of
      $300,000.  Each Unit consists of one share of Common Stock of
      the Company and one non-transferable Common Stock purchase warrant (a
      “Warrant”).  Each Warrant will entitle 555 LLC to purchase one
      share of the Common Stock of the Company for a period of one year
      commencing from the Closing Date at an exercise price of $2.50 per
      share.c)
              Refer
      to note 9.d)
              Subsequent
      to the year end the Company agreed to replace the 30,000,000 cancelled by
      a shareholder
 
 8.       Income
Taxes
 
 A
reconciliation of income taxes at statutory rates is as follows:
 
 2007Net
      loss
              
              $
              (374,927)Total
      income taxes
              
              
              -0-
 
 The
Company has non-capital losses of approximately $269,173, which are available to
reduce future taxable income in Canada and which expire in 2027. Subject to
certain restrictions the Company also has mineral property expenditures of
approximately $100,000 available to reduce taxable income in future years. The
Company has not recognized any future benefit for these tax losses and resource
deductions, as it is not considered likely that they will be
utilized.
  F-13
 
 Aultra
Gold Inc.
 An
Exploration Stage Company
 (Formerly
New World Entertainment Corp.)
 Notes to
Financial Statements
 December
31, 2007
 (Stated
in United States Dollars)
 
 
 8.       Income
Taxes-continued
 
 Income
      Tax Operating
                Loss
      Carry ForwardAmount
              
              Expiry
    Date2005
              
              $
              24,981
              
              20252006
              
              $
              90,710
              
              20262007
              
              $
              480,487
              
              2027Total
      income tax operating loss carry forward
              
              $
              596,178
 
 
 9.
              Commitments
 
 a)
              The
      Company has a lease for premises which expires on January 31,
      2009.
 
 Minimum
basic rent of $2,750 (CDN) per month is paid as follows:
 
 Amount2007
              
              $
              33,0002008
              
              
              33,0002009
              
              
              2,750$
              68,750
 
 In
addition to the basic rent, the Company is responsible for its proportionate
share of property taxes and operating costs. Effective September 1, 2007 the
leased premises was terminated by the landlord however it is uncertain if the
landlord will be pursuing a claim for future rent so this commitment obligation
will remain until additional information can be obtained.
 
 b)
              By
      agreement dated February 15, 2006, the Company entered into a five-year
      consulting agreement with a company that has directors and officers in
      common.  The monthly payments for general consulting services
      are $55,000 (CDN) and the flat fee for other disbursements is $1,500
      (CDN).  All payments relating to extra ordinary expenses,
      investor awareness program, media relations, and corporate identity
      program are based on actual cost plus
10%.
 
 Amount2007
              
              $
              678,0002008
              
              
              678,0002009
              
              
              678,0002010
              
              
              678,0002011
              
              
              226,000$
              2,938,000
 
 The
Company is also required to obtain comprehensive liability insurance of not less
than $5,000,000 (CDN), automotive liability of not less than $2,000,000 (CDN),
and professional liability insurance of not less than $5,000,000
(CDN).  In addition, the Company is required to provide 90 day notice
of renewal annually for subsequent one-year periods on the same terms and
conditions as the original term.  The Consultant may terminate the
agreement at any time for any reason by providing written notice to the
Company.
 
 Effective
September 30, 2006 this agreement was suspended.
  F-14
  Aultra
Gold Inc.
 An
Exploration Stage Company
 (Formerly
New World Entertainment Corp.)
 Notes to
Financial Statements
 December
31, 2007
 (Stated
in United States Dollars)
 
 10.           Recent
Accounting Pronouncements
 
 In
February 2007, the Financial Accounting Standards Board (the “FASB”) issued SFAS
No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities”
(SFAS 159).  SFAS 159 allows the company to choose to measure many
financial assets and financial liabilities at fair value.  Unrealized gains
and losses on items for which the fair value option has been elected are
reported in earnings.  SFAS 159 is effective for fiscal years beginning
after November 15, 2007.  The Company is currently evaluating the
requirements of SFAS 159 and the potential impact on the Company’s financial
statements.
 
 In
September 2006, the FASB issued SFAS No. 158, “Employers’ Accounting for Defined
Benefit Pension and Other Postretirement Plans – an amendment of FASB Statements
No. 87, 88, 106 and 132(R)” (SFAS 158”). SFAS 158 requires an employer that
sponsors one or more single-employer defined benefit plans to (a) recognize the
overfunded or underfunded status of a benefit plan in its statement of financial
position, (b) recognize as a component of other comprehensive income, net of
tax, the gains or losses and prior service costs or credits that arise during
the period but are not recognized as components of net periodic benefit cost
pursuant to SFAS 87, “Employers’ Accounting for Pensions”, or SFAS 106,
“Employers’ Accounting for Postretirement Benefits Other Than Pensions”, (c)
measure defined benefit plan assets and obligations as of the date of the
employer’s fiscal year-end, and (d) disclose in the notes to financial
statements additional information about certain effects on net periodic benefit
cost for the next fiscal year that arise from delayed recognition of the gains
or losses, prior service costs or credits, and transition asset or obligation.
SFAS 158 is effective for the Company’s fiscal year ending December 31, 2007.
The adoption of SFAS No. 158 is not expected to have a material impact on
the Company’s financial position, results of operations or cash
flows.
 
 In
September 2006, the FASB issued SFAS No. 157, "Fair Value Measurement" ("SFAS
157"). The Statement provides guidance for using fair value to measure assets
and liabilities. The Statement also expands disclosures about the extent to
which companies measure assets and liabilities at fair value, the information
used to measure fair value, and the effect of fair value measurement on
earnings. This Statement applies under other accounting pronouncements that
require or permit fair value measurements. This Statement does not expand the
use of fair value measurements in any new circumstances. Under this Statement,
fair value refers to the price that would be received to sell an asset or paid
to transfer a liability in an orderly transaction between market participants in
the market in which the entity transacts. SFAS 157 is effective for the Company
for fair value measurements and disclosures made by the Company in its fiscal
year beginning on January 1, 2008. The Company is currently reviewing the impact
of this statement.
 
 In March
2006, the FASB issued SFAS No. 156, “Accounting for Servicing of
Financial Assets”, which amends SFAS No. 140 “Accounting for Transfers and
Servicing of Financial Assets and Extinguishments of
Liabilities”.  SFAS No. 156 may be adopted as early as 1
January 2006, for calendar year-end entities, provided that no interim financial
statements have been issued.  Those not choosing to early adopt are
required to apply the provisions as of the beginning of the first fiscal year
that begins after 15 September 2006 (e.g. 1 January 2007, for calendar year-end
entities).  The intention of the new statement is to simplify accounting
for separately recognized servicing assets and liabilities, such as those common
with mortgage securitization activities, as well as to simplify efforts to
obtain hedge-like accounting.  Specifically, the FASB said SFAS No. 156
permits a service using derivative financial instruments to report both the
derivative financial instrument and related servicing asset or liability by
using a consistent measurement attribute, or fair value.  The adoption of
SFAS No. 156 is not expected to have a material impact on the Company’s
financial position, results of operations or cash flows.
 
 In
February 2006, the FASB issued SFAS No. 155, “Accounting for Certain Hybrid
Financial Instruments”, which amends SFAS No. 133, “Accounting for Derivative
Instruments and Hedging Activities” and SFAS
No. 140.  SFAS No. 155 permits fair value measurement for
any hybrid financial instrument that contains an embedded derivative that
otherwise would require bifurcation, establishes a requirement to evaluate
interests in securitized financial assets to identify interests that are
freestanding derivatives or hybrid financial instruments containing embedded
derivatives.  The adoption of SFAS No. 155 is not expected to
have a material impact on the Company’s financial position, results of
operations or cash flows.
 
  F-15