**UNITED
      STATES**




**SECURITIES
      AND EXCHANGE COMMISSION**




Washington,
      D.C. 20549




**FORM
      10-QSB**




(Mark
                One)[X
                ]
            Quarterly
                Report Pursuant To Section 13 Or 15(d) Of The Securities Exchange
                Act Of
                1934




For
      the
      quarterly period ended **September 30, 2007**




[ 
                ]
            Transition
                Report Under Section 13 Or 15(d) Of The Securities Exchange Act Of
                1934For
              the transition period ________to ________









Commission
      File Number: 333-126748




**AULTRA
      GOLD INC.**




(Exact
      name of small business issuer as specified in its charter)





NEVADA
            98-0448154(State
                or other jurisdiction of incorporation or
            (IRS
                Employer Identification No.)organization)





120
      North
      5th Street


Jacksonville
      OR 97530


(Address
      of principal executive offices)




(541)
      899-1915




Issuer's
      telephone number




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 twelve months (or for such shorter
      period that the registrant was required to file such reports), and (2) has
      been
      subject to such filing requirements for the past 90 days. Yes [X] No [
     ]




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




State
      the
      number of shares outstanding of each of the issuer's classes of common equity,
      as of the latest practicable date: As of November 10, 2007, the Issuer had
      96,146,668 shares of common stock issued and outstanding.




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





1




**TABLE
      OF CONTENTS**







PART
                I. FINANCIAL INFORMATION**Page**ITEM 1.
            Financial
                Statements (unaudited)
            F-1Balance
                Sheets at September 30, 2007 and December 31, 2006
            F-3Statements
                of Operations for the nine and three months ended September 30, 2007
                and
                2006
            F-4Statement
                of Cash Flows for the nine and three months ended September 30, 2007
                and
                2006
            F-5Notes
                to Financial Statements
            F-7-F-14ITEM 2
            Management’s
                Discussion and Analysis or Plan of Operation
            FITEM 3
            Controls
                and Procedures
            10ITEM
                3A(T)
            Controls
                and Procedures
            10PART
                II. OTHER INFORMATIONITEM 1
            Legal
                Proceedings
            11ITEM 2.
            Unregistered
                Sales of Equity Securities and Use of Proceeds
            11ITEM 3.
            Defaults
                Upon Senior Securities
            11ITEM 4.
            Submission
                of Matters to a Vote of Security Holders.
            11ITEM 5.
            Other
                Information
            12ITEM 6
            Exhibits
            12Signatures
            13





2





**PART I - FINANCIAL INFORMATION**




**ITEM
      1. FINANCIAL STATEMENTS.**




The
      accompanying unaudited financial statements have been prepared in accordance
      with the instructions to Form 10-QSB and Item 310(b) of Regulation S-B, and,
      therefore, do not include all information and footnotes necessary for a complete
      presentation of financial position, results of operations, cash flows, and
      stockholders' equity in conformity with generally accepted accounting
      principles. In the opinion of management, all adjustments considered necessary
      for a fair presentation of the results of operations and financial position
      have
      been included and all such adjustments are of a normal recurring nature.
      Operating results for the nine months ended September 30, 2007 are not
      necessarily indicative of the results that can be expected for the year ending
      December 31, 2007.




As
      used
      in this Quarterly Report on Form 10-QSB (the “Quarterly Report”), the terms
      "we", "us", "our", the “Company” and mean Aultra Gold Inc., unless otherwise
      indicated. All dollar amounts in this Quarterly Report are in U.S. dollars
      unless otherwise stated.








**AULTRA
        GOLD INC.**


**Financial
        Statements**


**(Expressed
        in US Dollars)**
 **(unaudited)**


**September
                30, 2007**





Balance
                Sheet
            F-4Statement
                of Operations and Deficit
            F-5Statement
                of Stockholders’ Equity (Deficit)
            F-6Statement
                of Cash Flows
            F-7Notes
                to the Financial Statements
            F-8
                - F-14





F-1





**AULTRA
      GOLD INC.**


An
      Exploration Stage Company


(Formerly
      New World Entertainment Corp.)


Financial
      Statements


September
      30, 2007


*(Stated
      in United States Dollars)*


*(Unaudited)*





F-2




**Aultra
      Gold Inc.**


An
      Exploration Stage Company


(Formerly
      New World Entertainment Corp.)


**Consolidated
      Balance Sheet**





September
                30
            
            
            December
                31**A
                S S E T S**
            
            2007
            
            
            2006$
            
            
            
            $**Current
                Assets**
            
            (unaudited)Cash
            
            
            4
            
            
            
            58Interest
                receivable and prepaids
            
            
            225
            
            
            
            225Investment
                in marketable securities (note 3)
            
            
            6,232
            
            
            
            -Accounts
                receivable and accrued receivables
            
            
            73,512
            
            
            
            -Notes
                Receivable
            
            
            -
            
            
            
            3,250,000Total
                Current Assets
            
            
            79,973
            
            
            
            3,250,283**Other
                Assets**Mineral
                Property (note 6b)
            
            
            25,000****Related
                Party Receivable (note 5)
            
            
            89,051
            
            
            
            -****Total
                Other Assets
            
            
            114,051
            
            
            
            -**Total
                Assets**
            
            ****
            **194,024**
            
            
            ****
            **3,250,283****L
                I A B I L I T I E S   A N D   S T O C K H O
                L D E R S ‘   E Q U I T Y****Current
                Liabilities**Accounts
                payable and accrued liabilities
            
            
            259,120
            
            
            
            28,641Total
                current liabilities
            
            
            259,120
            
            
            
            28,641**Long-Term
                Liabilities**Loans
            
            
            -
            
            
            
            3,250,000**Total
                Liabilities**
            
            ****
            **259,120**
            
            
            ****
            **3,278,641****S
                H A R E H O L D E R S ’   E Q U I T
                Y**Common
                stock, $0.001 par value, 500,000,000 shares authorized:
                96,146,668
              shares
                issued and outstanding (82,833,333 in 2006 (note 8(a))
            
            
            96,147
            
            
            
            82,233Additional
                paid-in capital
            
            
            318,709
            
            
            
            5,100Cumulative
                translation adjustment
            
            
            10,666
            
            
            
            -Accumulated
                deficit during the exploration stage (January 25, 2005 to September
                30, 2007)
            
            
            (490,618
            
            
            
            (115,691Total
                shareholders’ equity
            
            
            (65,096
            )
            
            
            (28,358**Total
                liabilities and shareholders’ equity**
            
            ****
            **194,024**
            
            
            ****
            **3,250,283**




Approved by the Board of Directors:


By:
            /s/ Rauno
              PerttuRauno
              PerttuPresident, Director




F-3





**Aultra
      Gold Inc.**


An
      Exploration Stage Company


(Formerly
      New World Entertainment Corp.)


**Consolidated
      Statement of Operations and Deficit**


*(Stated
      in United States Dollars)*







**For
                the three months ended**
            
            
            **For
                the three months ended**
            
            
            **For
                the nine months ended**
            
            
            **For
                the nine months ended**
            
            
            **From
                inception January 26, 2005 through****September
                30**
            
            
            **September
                30**
            
            
            **September
                30**
            
            
            **September
                30**
            
            
            **September 30****2007**
            
            
            **2006**
            
            
            **2007**
            
            
            **2006**
            
            
            **2007**$
            
            
            $
            
            
            $
            
            
            $**REVENUE**
            
            
            -0-
            
            
            
            -0-
            
            
            
            0
            
            
            
            136
            
            
            
            131**Expenses**Filing
                Fees
            
            
            -0-
            
            
            
            -0-
            
            
            
            3,665
            
            
            
            1,600
            
            
            
            5,971Consultants
                and contractors
            
            
            43,788
            
            
            
            -0-
            
            
            
            155,664
            
            
            
            -0-
            
            
            
            155,668Travel
            
            
            680
            
            
            
            -0-
            
            
            
            6,942
            
            
            
            5,236
            
            
            
            12,178Mineral
                property expenditures
            
            
            51,860
            
            
            
            -0-
            
            
            
            102,471
            
            
            
            9,240
            
            
            
            136,836Licensing,
                permits and fees
            
            
            -0-
            
            
            
            -0-
            
            
            
            11,272
            
            
            
            -0-
            
            
            
            11,272Marketing
            
            
            -0-
            
            
            
            -0-
            
            
            
            1,524
            
            
            
            -0-
            
            
            
            1,524Office
                and sundry
            
            
            2,620
            
            
            
            18
            
            
            
            5,977
            
            
            
            1,466
            
            
            
            7,562Professional
                fees
            
            
            18,721
            
            
            
            24,550
            
            
            
            61,149
            
            
            
            34,575
            
            
            
            120,724Rent
            
            
            1,350
            
            
            
            -0-
            
            
            
            27,971
            
            
            
            -0-
            
            
            
            27,971Insurance
            
            
            -0-
            
            
            
            -0-
            
            
            
            7,850
            
            
            
            -0-
            
            
            
            7,850Transfer agent
            
            
            2,424
            
            
            
            -0-
            
            
            
            2,424
            
            
            
            748
            
            
            
            4,346**Loss
                for the period**
            
            
            (121,445
            )
            
            
            (24,568
            )
            
            
            (386,915
            )
            
            
            (52,734)
            
            
            
            (491,773
            )**Other
                Revenues and Expenses**Foreign
                Exchange Gain/Loss
            
            
            -0-
            
            
            
            -0-
            
            
            
            4,154
            
            
            
            -
            
            
            
            4,154Gain
                on Extinguishment of Debt
            
            
            -0-
            
            
            
            -0-
            
            
            
            10,833
            
            
            
            -
            
            
            
            10,833Shares
                issued in lieu of payment
                for               .     interest
            
            
            -0-
            
            
            
            -0-
            
            
            
            -0-
            
            
            
            (10,833
            )
            
            
            (10,833
            )Loss
                on Investment
            
            
            -0-
            
            
            
            -0-
            
            
            
            (2,999
            
            
            
            -0-
            
            
            
            (2,999)**Net
                loss for period**
            
            
            (121,445)
            
            
            
            (24,568)
            
            
            
            (374,927)
            
            
            
            (63,567)
            
            
            
            (490,618)**Deficit
                – beginning of the period**
            
            
            (369,173
            )
            
            
            (89,105
            )
            
            
            (115,691
            )
            
            
            (50,106
            )
            
            
            -**Deficit
                – end of period**
            
            
            (490,618
            )
            
            
            (113,673
            )
            
            
            (490,618
            )
            
            
            (113,673
            )
            
            
            (490,618
            )Loss
                per shares – basic and diluted
            
            
            (0.0010
            )
            
            
            (0.0010
            )
            
            
            (0.0050
            )
            
            
            (0.0010
            )Weighted
                Average Number of Shares Outstanding
            
            
            96,146,668
            )
            
            
            82,233,333
            
            
            
            94,959,371
            
            
            
            77,418,518




F-4




**Aultra
      Gold Inc.**


An
      Exploration Stage Company


(Formerly
      New World Entertainment Corp.)


**Consolidated
      Statement of Cash Flows**


*(Stated
      in United States Dollars)*





****


**Three
                MonthsEnding**
            
            
            **Nine
                Months Ending**September
                30
            
            
            
            September
                30
            
            
            September
                30
            
            
            September
                302007
            
            
            
            2006
            
            
            2007
            
            
            2006$
            
            
            
            $
            
            
            $
            
            
            $**Cash
                flows from operating activities**Loss
                for the period
            
            
            (121,445
            )
            
            
            (24,568
            )
            
            
            (374,927
            )
            
            
            (63,567
            )Changes
                in:Interest
                receivable and prepaid expenses
            
            
            -0-
            
            
            
            -0-
            
            
            
            -
            
            
            
            106Accounts
                receivables and accrued receivables
            
            
            -0-
            
            
            
            -0-
            
            
            
            (73,512
            )
            
            
            -Related
                Party receivables
            
            
            -0-
            
            
            
            -0-
            
            
            
            (89,051
            )
            
            
            -Accounts
                payable and accrued liabilities
            
            
            119,910
            
            
            
            24,550
            
            
            
            230,479
            
            
            
            4,323Net
                cash used in operating activities
            
            
            (1,535
            )
            
            
            (18
            )
            
            
            (356,906
            )
            
            
            (59,138
            )**Cash
                flows from investing activities**Mineral
                property
            
            
            -0-
            
            
            
            -0-
            
            
            
            25,000
            
            
            
            -0-Investments
            
            
            -0-
            
            
            
            -0-
            
            
            
            3,243,768
            
            
            
            (3,250,000
            )Cash
                used in investing activities
            
            
            -0-
            
            
            
            -0-
            
            
            
            3,268,768
            
            
            
            (3,250,000
            )**Cash
                flows from financing activities**
            
            
            -0-
            
            
            
            -0-Share
                capital issued
            
            
            -0-
            
            
            
            -0-
            
            
            
            327,523
            
            
            
            10,833Loans
            
            
            -0-
            
            
            
            -0-
            
            
            
            (3,250,000
            )
            
            
            3,250,000Cumulative
                translation adjustment
            
            
            -0-
            
            
            
            -0-
            
            
            
            10,666
            
            
            
            -Net
                cash received from financing activities
            
            
            -0-
            
            
            
            -0-
            
            
            
            (2,911,811
            )
            
            
            3,260,833**Net
                increase in cash**
            
            
            (1,535
            )
            
            
            (18
            )
            
            
            (51
            )
            
            
            (48,305
            )**Cash
                – beginning of period**
            
            
            1,539
            
            
            
            94
            
            
            
            58
            
            
            
            48,381**Cash
                – end of period**
            
            
            4
            
            
            
            76
            
            
            
            4
            
            
            
            76





F-5




**Aultra
      Gold Inc.**


An
      Exploration Stage Company


(Formerly
      New World Entertainment Corp.)


**Consolidated
      Statements of Stockholders’ Equity**


*(Stated
      in United States Dollars)*








Common
                StockShares
            
            
            Amount
            
            
            Additional
                Paid-in Capital
            
            
            Accumulated
                Deficit
            
            
            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
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            
            
            
            
            10,666Net
                (Loss) for the period
            
            
            -
            
            
            
            -
            
            
            
            
            
            
            
            (374,927
            )
            
            
            (374,927
            )Balance,
                September 30, 2007
            
            
            96,146,668
            
            
            
            96,147
            
            
            
            318,709
            
            
            
            (490,618
            )
            
            
            (65,096)




F-6




**Aultra
      Gold Inc.**


An
      Exploration Stage Company


(Formerly
      New World Entertainment Corp.)


Notes
      to
      Financial Statements


September
      30, 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 have not been finalized.





Effective
      January 22, 2007 this transaction was terminated.





Effective
      January 22, 2007, all management and directorship changed.





F-7




**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
      $354,173 for the period from January 26, 2005 (inception) to June 30,
      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.





**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
      September 30, 2007 there were no geologic areas under production.




F-8




**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.





**j)      Comprehensive
      Income**





The
      Company applies Statement of Financial Accounting Standards No. 130 Reporting
      Comprehensive Income (SFAS No. 130).  Comprehensive income is defined
      as the change in equity of a business enterprise during a period from
      transactions and other events and circumstances from non owner
      sources.  It includes all changes in equity during a period except
      from those resulting from investments by owners and distributions to
      owners.





**k)      Income
      taxes**





Deferred
      Income taxes are provided for temporary differences between the financial
      reporting and tax basis of assets and liabilities using enacted tax laws and
      rates for the years when the differences are expected to reverse.





**l)      Stock
      based compensation**





The
      Company accounts for stock-based compensation in accordance with SFAS No. 123
      for “Accounting for stock-based compensation” and related
      interpretations.  The company currently has no stock options
      outstanding.




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.





F-9




**l)      Stock
      based compensation-continued**





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
      September 30, 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 is stated as at September 30, 2007.





**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$
            341,923**Liabilities**     Accounts
                payable and accrued payables
            
            $
            38,981Intercompany
                transactions
            
            
            299,586338,567**Total
                purchase price**
            
            $
            3,356




F-10




**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
      September 30, 2007, the Company has a receivable MB Primes Management Ltd.
      (“MB
      Primes”), a company with directors in common, $61,995, which is to be collected
      during this fiscal year.





As
      at
      September 30, 2007 the Company has a receivable with Bio Remediation Inc. (“Bio
      Remediation”), a company with directors in common, $27,056, which is to be
      collected during this fiscal year.





As
      at
      September 30, 2007 the Company owes it’s President a total of $125,909 which is
      a combination of unpaid salary of $45,000


and
      $80,909 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.


**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





F-11




b)      Jungo
      Property-continued





“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).




**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
            
            
            
            10,833Restricted
                common shares issued
            
            
            24,496,668
            
            
            
            24,497Restricted
                Common Shares issued for Jungo
            
            
            50,000
            
            
            
            50Common
                Shares issued
            
            
            200,000
            
            
            
            200Shares
                cancelled
            
            
            (10,833,333
            )
            
            
            (10,833
            )balance
                – September 30, 2007
            
            
            96,146,668
            
            
            
            96,147





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





c)
            Refer
                to note 9.


**8.**
              **Income
                  Taxes**
 ****


A
      reconciliation of income taxes at statutory rates is as follows:





2007Net
                loss for the Nine Months Ending
            
            $
            (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-12


**8.**
              **Income
                  Taxes-continued**
 ****


**Income
                Tax Operating**
              **Loss
                Carry Forward****Amount**
            
            **Expiry
                Date**2005
            
            $
            24,981
            
            20252006
            
            $
            90,710
            
            20262007
            
            $
            253,482
            
            2027**Total
                income tax operating loss carry forward**
            
            **$**
            **369,173**




**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, 2007 this agreement has been suspended.





F-13


**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-14




**ITEM
      3. MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF
      OPERATION.**




**Cautionary
      Statement Regarding Forward-Looking Statements**





Some
      of
      the statements contained in this Nine Month Ending September 30, 2007 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 Six Month Ending 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.
      In
      evaluating these statements, you should consider various factors, including
      the
      risks discussed below, and, from time to time, in other reports we file with
      the
      United States Securities and Exchange Commission (the “SEC”), including our
      Annual Report on Form 10-KSB for the year ended December 31, 2006. 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
      Quarterly 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.




**RISK
      FACTORS**




**Please
      see the risk factors applicable to our company and our business set forth in
      our
      Annual Report filed on Form 10-KSB for the year ended December 31, 2006 filed
      with the SEC on April 16, 2007, which are hereby incorporated by
      reference.**




**INTRODUCTION**




We
      are
      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, we 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.




***Organizational
      History***


We
      (formerly known as New World Entertainment Corp. and Morningstar Industrial
      Holdings Corp.) were incorporated under the laws of the State of Nevada on
      January 26, 2005 as Katie Gold Corp., and we were 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.





3




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.





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
      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.





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
      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 and outstanding as a result of this issuance.





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 150,000,000 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.





Our
      fiscal year end is December 31.





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”).




**RECENT
      DEVELOPMENTS**





On
      June 1, 2007, we 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.  In addition,
      the Company agreed to hold the Seller harmless per the standard hold harmless
      provisions as more fully set forth in the Agreement. The operator of the mine
      shall be the Company or such other operator as the Company may specify from
      time
      to time.





4





**PLAN
      OF OPERATION**





Our
      operating plan for the remainder of this year and for the next twelve months
      is
      dependent on listing on the OTC BB by December 31, 2007.  When we
      begin to trade, we plan on raising funds in North America and in
      Europe.  We are working with experienced financial people who believe
      that with our gold properties and the strong gold price that we can raise
      financing to advance our Basin Gulch and Jungo properties through expansion
      of
      our property position and through exploration and evaluation of their mineral
      potential. We have taken steps to negotiate a settlement with Dutch Mining
      LLC
      with respect to a loan receivable of $400,000 that is due and payable to AGI.
      The amount owed by Dutch Mining was written off last year and is not reflected
      on our current financial statement.





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
      estimated costs of our plan for mining operations, assuming the diatreme targets
      for the Basin Gulch property are $21,850,000.
****





**Basin
      Gulch Management**





Aultra
      Gold’s projection for development of the Basin Gulch project in place in Montana
      has been affected by the delay in receiving the OTC-BB listing and in not
      obtaining financing.  Because of Montana’s harsh winter climate, this
      delay has set back our Basin Gulch program by one year. 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,
      who is a consultant on an as needed basis for AGI. Mr. Brian Perttu is the
      nephew of Mr. Rauno Perttu.





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 nine months ended
      September 30, 2006 are set forth on the unaudited pro forma condensed combined
      consolidated financial statement attached to this Current Report, giving effect
      to the acquisition of AGI. This discussion and analysis should be read in
      conjunction with the financial statements and notes, and pro forma financial
      statements and notes, included with this Current Report.




**Cost
      and revenue assumptions—Basin Gulch**





The
      focus
      of our above described Plan of Mining Operations at Basin Gulch 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.




5




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





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





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





Until
      we
      realize production from the Basin Gulch Property we will not generate
      significant revenues and may not be successful. If we can not generate
      sufficient revenues to continue operations, we will be forced to suspend or
      cease operations.




**Jungo
      Property, Humboldt County, Nevada**





The
      Company has conducted limited preliminary exploration at its Jungo gold
      exploration property in Humboldt County, Nevada.  Initial results are
      promising, and as soon as further review is completed, the results of this
      initial work will be announced.  A formal exploration program is being
      prepared for the Jungo property, which is favorably located in Nevada. Based
      on
      confirmation of our initial results, an exploration program and a budget of
      associated funding requirements will be prepared.





**Limited
      Operating History- Need for Additional Capital**





There
      is
      limited historical information about us upon which to base an evaluation of
      our
      performance. We are at an exploration stage operation and have had limited
      revenues. We cannot guarantee that we will be successful in our business
      operations. Our business is subject to risks inherent in the establishment
      of a
      new business enterprise. We believe cash from operations and cash equivalents
      will be sufficient to meet core operational cost requirements for the next
      12
      months, but we must raise approximately $3.5 to $5 million in planned equity
      financing and three trenches of $5 million each in debt financing over the
      next
      three years in order to carry-out our Plan of Operations as discussed further
      above.





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 - Benton Property Rights Terminated**





The
      following discussion of the financial condition and results of operations of
      AGI
      should be read in conjunction with the financial statements included herewith.
      This discussion should not be construed to imply that the results discussed
      herein will necessarily continue into the future, or that any conclusion reached
      herein will necessarily be indicative of actual operating results in the future.
      Historical pro forma financial information presented for the year ended December
      31, 2005 is that of Aultra Gold, Inc. (f/k/a New World Entertainment Corp.)
      on a
      condensed combined consolidated basis with Aultra Gold Inc. (formerly Dutch
      Mining (Canada) Ltd.), which reflects our acquisition of AGI on January 22,
      2007





Since
      its
      inception on January 20, 2006, AGI has incurred the following expenses.
      Operating costs were $491,773. Mining development and explorations costs were
      $136,836, permitting and related costs of $11,272 consulting of $155,668 and
      other administrative costs of $187,997. Extraordinary costs of $393,373 were
      incurred with respect to AGI’s investment in the Benton Mine Property, in
      Josephine County, Southwestern Oregon, which was written off in 2006 in
      connection with a decision by management to discontinue funding mining
      operations under an agreement that has been terminated by AGI with Dutch Mining
      LLC. AGI had obtained mining rights to the Benton Mine gold project through
      a
      direct buy out of the controlling rights from Dutch Mining, LLC (DMO), a limited
      liability company formed in 1994 in Merlin, Oregon, USA. In 1994, DMO acquired
      by assignment a Mining Lease and Option to Purchase covering the Benton Mine
      Group, which consists of 24 mining claims in good standing.





6




The
      Benton Mine was historically one of the largest gold mines in the area, and
      is
      currently the only operating underground gold mine in Oregon. Eight veins had
      been identified on the property with the Benton Vein, pending further
      exploration, being the largest and most persistent currently known. Some of
      the
      other veins are expected to become important with exploration. To date, most
      of
      the mine production has come from the Benton Vein, which received most of the
      historic exploration. The ore was simple, with the gold content within the
      pyrite found in the quartz. The Benton Vein has been developed since the early
      1900s along 1,550 feet of its strike and for about 500 feet down dip. The width
      of the Benton varies from thin veinlets to as wide as 25 feet. The average
      width
      was about 4 feet. The mine was shut down in 1942 under WWII regulations.
      Management determined in fall 2006 that further economic exploitation of the
      Benton Property was economically unattractive.





Since
      inception through September 30, 2006 AGI sold 24,496,668 shares of common stock
      to our initial founders for $1.018 Million plus the rights to the Mining Lease
      Agreement for the Basin Gulch Property.




**General
      and Administrative Expenses to September 30, 2006.**





General
      and administrative expense consisted of accounting and professional fees and
      other general expenses. General and administrative expenses for the audited
      period from inception (January 20, 2006) to September 30, 2006 was $44,068.
      Net
      income (loss) for the audited period from inception (January 20, 2006) to
      September 30, 2006 was a loss of $1,114,572.





**Liquidity
      and Capital Resources**





We
      believe cash flow from operations and cash and cash equivalents will be
      sufficient to meet its core operational requirements for the next 12 months,
      but
      we will also be required to raise additional working capital to fund our Plan
      of
      Mining Operations of approximately $3.5 to $5 Million in planned equity
      financing and three trenches of $5 Million each in debt financing over the
      next
      three years in order to carry-out the Plan of Operations as discussed further
      above.





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





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





**Critical
      Accounting Policies**





Our
      discussion and analysis of our financial condition and results of operations
      are
      based upon our financial statements, which have been prepared in accordance
      with
      accounting principles generally accepted in the United States of America. The
      preparation of these consolidated financial statements requires us to make
      estimates and judgments that affect the reported amounts of assets, liabilities,
      revenues and expenses, and related disclosures of contingent assets and
      liabilities. For a description of those estimates, see Note 3, Significant
      Accounting Policies, contained in the explanatory notes to our audited financial
      statements for the period from January 20, 2006 (inception) to September 30,
      2006, contained in this Current Report. On an on-going basis, we evaluate our
      estimates, including those related to reserves, deferred tax assets and
      valuation allowance, impairment of long-lived assets, fair value of equity
      instruments issued to consultants for services and estimates of costs to
      complete contracts. We base our estimates on historical experience and on
      various other assumptions that we believe to be reasonable under the
      circumstances, the results of which form the basis for making judgments about
      the carrying value of assets and liabilities that are not readily apparent
      from
      other sources. Actual results may differ from these estimates under different
      assumptions or conditions; however, we believe that our estimates, including
      those for the above-described items, are reasonable.





**Revenue
      Recognition**





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





7




**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
      over funded or under funded 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.




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.





8




**Recent
      Accounting Pronouncements-continued**








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.




**Results
      of Operations for the three month Period from July 1, 2007 through September
      30,
      2007**





We
      have
      not earned any revenues from July 1, 2007 through September 30, 2007.  We
      do not anticipate earning revenues unless we enter into commercial production
      on
      the Basin Property, which cannot occur until we raise sufficient funds to start
      those efforts.  We have not commenced the exploration stage of our business
      and can provide no assurance that we will discover economic mineralization
      on
      the Basin Gulch property or on the Jungo Property, or if such minerals are
      discovered, that we will enter into commercial production.





We
      incurred operating expenses in the amount of $121,445 for the three month period
      from July 1, 2007 to September 30, 2007. These operating expenses were comprised
      of professional fees of $18,721; consultant and contractor fees $43,788;
      licensing and permit fees of $0; transfer agent costs of $2,424, regulatory
      fees
      and filings of $0; marketing fees of $0; office rent of $1,350;; and office,
      bank charges and other sundries, net of interest income, of $2,620.





During
      this period we have maintained our property position, conducted very little
      exploration and our focus has remained on our filings with the SEC, obtaining
      a
      market maker and obtaining a listing on the OTC BB.  There is no
      assurance this can happen however management believes that if obtained such
      a
      listing might make financing more available.





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.




**Results
      of Operations for the nine month Period from January 1, 2007 through September
      30, 2007**





We
      have
      not earned any revenues from January 1, 2007 through September 30, 2007.
 We do not anticipate earning revenues unless we enter into commercial
      production on the Basin Property, which cannot occur until we raise sufficient
      funds to start those efforts.  We have not commenced the exploration stage
      of our business and can provide no assurance that we will discover economic
      mineralization on the Basin Gulch property or on the Jungo property, or if
      such
      minerals are discovered, that we will enter into commercial
      production.





We
      incurred operating expenses in the amount of $386,915 for the nine
      month  period from January 1, 2007 to September 30, 2007. These
      operating expenses were comprised of professional fees of $61,149; consultant
      and contractor fees $155,664; licensing and permit fees of $11,272; transfer
      agent costs of $2,424, regulatory fees and filings of $11,272; marketing fees
      of
      $422; office rent of $2,797; foreign exchange gain of $4,154; and office, bank
      charges and other sundries, net of interest income, of $5,977.





During
      this period we have maintained our property position, conducted very little
      exploration and our focus has remained on our filings with the SEC, obtaining
      a
      market maker and obtaining a listing on the OTC BB.  There is no
      assurance this can happen however management believes that if obtained such
      a
      listing might make financing more available.





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.





9




**ITEM
      3. 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 September 30,
      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
      September 30, 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
      quarter ended September 30, 2007.




**ITEM
      3A (T). CONTROLS AND PROCEDURES**




Not
      applicable.




**PART
      II - OTHER INFORMATION**




**ITEM** 
      **1. LEGAL PROCEEDINGS.**





In
      the
      course of normal business, we may be subject to the threat of litigation, claims
      and assessments. Our management believes that unfavorable decisions in any
      pending procedures or threat of procedures or any amount it might be required
      to
      pay will not have a material adverse impact on our financial
      condition.





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 Balhinder Bhullar, our former 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.




10




**ITEM
      1. LEGAL PROCEEDING-continued**





On
      October 23, 2007 we were notified in writing by out former Chief Financial
      Officer, Bal Bhullar, that certain corporate records which were kept in the
      Vancouver office had been seized by the landlord of the building.  We
      believe that this action was taken by the Landlord under the belief that the
      rent had not been paid.  The rent was paid by a third party and we do
      not believe that such action was justified.  We hope to resolve this
      issue in an amicable fashion.  We believe that the corporate records
      will be recovered and we hope to resolve this issue in an amicable fashion
      .





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 or other 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 other
      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.




______________________________
              Note
                #1: $225,000.00 CAD converted into U.S. Dollars at a rate of 1 CAD
                =
                0.903608 USD





**ITEM** 
      **2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF
      PROCEEDS.**





*Sales
      of Unregistered Securities*





The
      following unregistered securities have been issued by us since September 30
      2007, and have not been previously disclosed in our Annual Report on Form 10-KSB
      or in our Current Reports on Form 8-K:





*Third
      fiscal quarter ended September 30, 2007*




None.




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 Aultra Gold Inc., or executive
      officers of Aultra Gold, Inc., and transfer was restricted by Aultra Gold,
      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 Small Business Issuer and Affiliated
      Purchasers*





None.




**ITEM** 
                **3.**
            **DEFAULTS
                UPON SENIOR SECURITIES.**None.**ITEM** 
                **4.**
            **SUBMISSION
                OF MATTERS TO A VOTE OF SECURITY
                HOLDERS.**





None.





11




**ITEM
      5. OTHER INFORMATION.**




(a)
       In November the Company  accepted the resignations of Bal
      Bhullar as its Chief Financial Officer and Edward Lawson as a
      director.  Mr. Rauno Perttu was appointed as Chief Financial Officer
      and John Yee was appointed as a director of the Company.





(b)
As
      of the date of this Quarterly Report, we do not have any
      board of directors committees. No material changes to the procedures by which
      security holders may recommend nominees to our board of directors occurred
      or
      implemented since our last periodic filing, our Annual Report filed on Form
      10-KSB for the fiscal year ended December 31, 2006.





**ITEM
                6.**
            **EXHIBITS.**





Exhibit
              Number
            
            Description
                of Exhibits3.1
            
            Articles
                of Incorporation. (1)3.2
            
            Bylaws,
                as amended. (1)4.1
            
            Form
                of Share Certificate. (1)31.1
            
            Certification
                of Chief Executive Officer as adopted pursuant to Section 302 of
                the
                Sarbanes-Oxley Act of 2002. *31.2
            
            Certification
                of Chief Financial Officer as adopted pursuant to Section 302 of
                the
                Sarbanes-Oxley Act of 2002. *32.1
            
            Certification
                of Chief Executive Officer as adopted pursuant to Section 906 of
                the
                Sarbanes-Oxley Act of 2002. *32.2
            
            Certification
                of Chief Financial Officer as adopted pursuant to Section 906 of
                the
                Sarbanes-Oxley Act of 2002. *





**Notes**


*
      Filed
      herewith.


(1)
            Incorporated
                by reference to the Company’s Registration Statement on Form SB-2 filed
                with the SEC on July 21, 2005




12


**SIGNATURES**




In
      accordance with the requirements of the Exchange Act, the registrant caused
      this
      report to be signed on its behalf by the undersigned, thereunto duly
      authorized.




**AULTRA
                GOLD INC.**November
                  19 , 2007
            By:
            /s/ *Rauno
              Perttu*Rauno
                PerttuPresident
                and Chief Executive OfficerChief
                Financial Officer (and Acting Principal Accounting
                Officer)




13