UNITED
STATES




SECURITIES
AND EXCHANGE COMMISSION




Washington,
D.C. 20549




FORM
10-Q




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




For the
quarterly period ended March 31,
2009




[ 
      ]
            Transition
      Report Under Section 13 Or 15(d) Of The Securities Exchange Act Of
      1934




For
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


P.O. Box
1049


Jacksonville
OR 97530


(Address
of principal executive offices)




(541)
821-0760




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 large accelerated filer, an
accelerated filer, a non-accelerate filer or a smaller reporting company. See
definitions of “large accelerate filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-3 of the Exchange Act. (Check One).


Large
Accelerated Filer [   ] Accelerated Filer
[   ]  Non-accelerated Filer [   ] Smaller
reporting Company [ X  ]







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 May 14, 2009, the Issuer had 96,146,668
shares of common stock issued and outstanding.

























TABLE
OF CONTENTS







PART
      I. FINANCIAL INFORMATIONPageITEM 1.
                Consolidated
      Financial Statements (unaudited)Consolidated
      Balance Sheets at March 31, 2009 and December 31, 2008
                F-3Consolidated
      Statements of Operations for the three months  ended March 31,
      2009 and 2008
                F-4Consolidated
      Statement of Cash Flows for the three months  ended March 31,
      2009 and 2008
                F-5Notes
      to Financial Statements
                F-7-F-15ITEM 2
                Management’s
      Discussion and Analysis or Plan of Operation
                1ITEM 3
                Controls
      and Procedures
                21ITEM
      3A(T)
                Controls
      and Procedures
                22PART
      II. OTHER INFORMATIONITEM 1
                Legal
      Proceedings
                22ITEM 2.
                Unregistered
      Sales of Equity Securities and Use of Proceeds
                22ITEM 3.
                Defaults
      Upon Senior Securities
                23ITEM 4.
                Submission
      of Matters to a Vote of Security Holders.
                23ITEM 5.
                Other
      Information
                23ITEM 6
                Exhibits
                23Signatures
                23

















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 three months ended March 31, 2009 are not necessarily
indicative of the results that can be expected for the year ending December 31,
2009.




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.

















3






AULTRA
GOLD INC.


An
Exploration Stage Company





INDEX
TO FINANCIAL STATEMENTS








For
      the three month periods Ended March 31, 2009 and 2008  and for
      the year ended December 31, 2008
                        PageReport
      of Independent Registered Certified Public Accounting Firm
                        F-2Balance
      Sheets as of March 31, 2008 and December 31, 2008
                        F-3Statements
      of Operations for the three month periods ended March 31, 2009, and
      2008
                        F-4Statements
      of Cash Flows for the three periods ended March 31, 2009  and
      2008
                        F-5Statements
      of Stockholders’ Equity (Deficit) for the period ended March 31,
      2009
                        F-6Notes
      to Financial Statements
                        F-7










F-1








MOORE
& ASSOCIATES, CHARTERED


ACCOUNTANTS AND
ADVISORS


PCAOB
REGISTERED





REPORT OF INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM





To the
Board of Directors


Aultra
Gold Inc.


(An
Exploration Stage Company)





We have
reviewed the accompanying condensed consolidated balance sheet of Aultra Gold
Inc. as of March 31, 2009, and the related condensed statements of operations,
stockholders’ equity (deficit), and cash flows for the three-month periods ended
March 31, 2009 and 2008 and from inception on January 26, 2005 through March 31,
2009.  These interim financial statements are the responsibility of
the Corporation’s management.





We
conducted our reviews in accordance with the standards of the Public Company
Accounting Oversight Board (United States). A review of interim financial
information consists of principally applying analytical procedures and making
inquiries of persons responsible for the financials and accounting
matters.  It is substantially less in scope than an audit conducted in
accordance with the standards of the Public Company Accounting Oversight Board
(United States), the objective of which is the expression of an opinion
regarding the financial statements taken as a whole.  Accordingly, we
do not express such an opinion.





Based on
our reviews, we are not aware of any material modifications that should be made
to such condensed consolidated financial statements for them to be in conformity
with accounting principles generally accepted in the United States of
America.





We have
previously audited, in accordance with standards of the Public Company
Accounting Oversight Board (United States), the balance sheet of Aultra Gold
Inc. as of December 31, 2008, and the related consolidated statements of income,
stockholders’ equity and cash flows for the year then ended (not presented
herein); and in our report dated March 30, 2009, we expressed an opinion with a
going concern paragraph on those financial statements.  In our
opinion, the information set forth in the accompanying balance sheet as of
December 31, 2008 is fairly stated, in all material respects, in relations to
the balance sheet from which it has been derived.














/s/
Moore & Associates, Chartered





Moore
& Associates, Chartered


Las
Vegas, Nevada


May 14,
2009











2675 S. JONES BLVD. SUITE
109, LAS VEGAS, NEVADA 89146 (702) 253-7499 Fax:
(702)253-7501









F-2








Aultra
Gold Inc.


An
Exploration Stage Company


Consolidated
Balance Sheets


As
at March 31, 2009


(Stated
in United States Dollars)


March
      31,
                                                            2009
                                                          
                                                          
                                                          December
      31,

                                                              2008$
                                                          
                                                          
                                                          $A
      S S E T SCurrent
      AssetsCash
                                                          
                                                          
                                                          -0-
                                                          
                                                          
                                                          
                                                          -0-Interest
      receivable and prepaids
                                                          
                                                          
                                                          -0-
                                                          
                                                          
                                                          
                                                          -0-Investment
      in marketable securities (note 3)
                                                          
                                                          
                                                          -0-
                                                          
                                                          
                                                          
                                                          -0-Accounts
      receivable and accrued receivables
                                                          
                                                          
                                                          -0-
                                                          
                                                          
                                                          
                                                          -0-Total
      Current Assets
                                                          
                                                          
                                                          -0-
                                                          
                                                          
                                                          
                                                          -0-Long
      term AssetsLong
      term investment (note 3)
                                                          
                                                          
                                                          6,232
                                                          
                                                          
                                                          
                                                          6,232Long
      term receivables
                                                          
                                                          
                                                          65,485
                                                          
                                                          
                                                          
                                                          65,485Fixed
      Assets (note 6)
                                                          
                                                          
                                                          100,000
                                                          
                                                          
                                                          
                                                          100,000Total
      Assets
                                                          
                                                          
                                                          171,717
                                                          
                                                          
                                                          
                                                          171,717L
      I A B I L I T I E S A N D S T O C K H O L D E R S’ E Q U I
      T YCurrent
      LiabilitiesAccounts
      payable and accrued liabilities
                                                          
                                                          
                                                          1,006,022
                                                          
                                                          
                                                          
                                                          946,243Total
      current liabilities
                                                          
                                                          
                                                          1,006,022
                                                          
                                                          
                                                          
                                                          946,243Total
      Liabilities
                                                          
                                                          
                                                          1,006,022
                                                          
                                                          
                                                          
                                                          946,243S
      TOCK H O L D E R S ’ E Q U I T YCommon
      stock, $0.001 par value, 500,000,000 shares authorized: 96,146,668 shares
      issued and outstanding (note 7(a))
                                                          
                                                          
                                                          96,147
                                                          
                                                          
                                                          
                                                          96,147Cummulative
      translation adjustment
                                                          
                                                          
                                                          10,666
                                                          
                                                          
                                                          
                                                          10,666Accumulated
      deficit in the exploration state (January 26, 2005 to March  31,
      2009)
                                                          
                                                          
                                                          (1,289,827
                                                          )
                                                          
                                                          
                                                          (1,230,048
                                                          )Additional
      paid-in capital
                                                          
                                                          
                                                          348,709
                                                          
                                                          
                                                          
                                                          348,709Total
      stockholders’ equity
                                                          
                                                          
                                                          (859,305
                                                          )
                                                          
                                                          
                                                          (774,526
                                                          )Total
      liabilities and stockholders’ equity
                                                          
                                                          
                                                          171,717
                                                          
                                                          
                                                          
                                                          171,717








Approved
      by the Board of Directors:/s/ Rauno
      Perttu
                
                
                /s/
      John YeeDirector
                
                
                Director






See notes
to financial statements








F-3





Aultra
Gold Inc.


An
Exploration Stage Company


Consolidated
Statement of Operations


From
inception on January 26, 2005 to March 31, 2009


(Stated in United
States Dollars)




For
      the three months ended
                          
                          
                          For
      the three months ended
                          
                          
                          For
      the three months ended
                          
                          
                          For
      the three months ended
                          
                          
                          From
      inception January 26, 2005 throughMarch
      31
                          
                          
                          March
      31
                          
                          
                          March
      31
                          
                          
                          March
      31
                          
                          
                          March
      312009
                          
                          
                          2008
                          
                          
                          2009
                          
                          
                          2008
                          
                          
                          2009$
                          
                          
                          $
                          
                          
                          $
                          
                          
                          $
                          
                          
                          $REVENUE
                          
                          
                          0
                          
                          
                          
                          0
                          
                          
                          
                          0
                          
                          
                          
                          -0-
                          
                          
                          
                          131ExpensesFiling
      Fees
                          
                          
                          -0-
                          
                          
                          
                          -0-
                          
                          
                          
                          -0-
                          
                          
                          
                          -0-
                          
                          
                          
                          9,820Consultants
      and contractors
                          
                          
                          30,000
                          
                          
                          
                          54,000
                          
                          
                          
                          30,000
                          
                          
                          
                          54,000
                          
                          
                          
                          391,668Travel
                          
                          
                          -0-
                          
                          
                          
                          -0-
                          
                          
                          
                          -0-
                          
                          
                          
                          -0-
                          
                          
                          
                          18,574Mineral
      property expenditures
                          
                          
                          51,447
                          
                          
                          
                          -0-
                          
                          
                          
                          51,447
                          
                          
                          
                          -0-
                          
                          
                          
                          63,638Office
      and sundry
                          
                          
                          3,332
                          
                          
                          
                          -0-
                          
                          
                          
                          3,332
                          
                          
                          
                          -0-
                          
                          
                          
                          358,435Professional
      fees
                          
                          
                          -0-
                          
                          
                          
                          27,000
                          
                          
                          
                          -0-
                          
                          
                          
                          27,000
                          
                          
                          
                          358,435Shares
      for interest expense
                          
                          
                          -0-
                          
                          
                          
                          -0-
                          
                          
                          
                          -0-
                          
                          
                          
                          -0-
                          
                          
                          
                          10,833Transfer
      agent
                          
                          
                          -0-
                          
                          
                          
                          1,474
                          
                          
                          
                          -0-
                          
                          
                          
                          1,474
                          
                          
                          
                          9,615Loss
      for the period
                          
                          
                          (84,779
                          )
                          
                          
                          (82,474
                          )
                          
                          
                          (84,779
                          )
                          
                          
                          (82,474)
                          
                          
                          
                          (1,264,643
                          )Other
      Revenues and ExpensesForeign
      Exchange Gain/Loss
                          
                          
                          -0-
                          
                          
                          
                          -0-
                          
                          
                          
                          -0-
                          
                          
                          
                          -0-
                          
                          
                          
                          4,154Gain
      on Extinguishment of Debt
                          
                          
                          -0-
                          
                          
                          
                          -0-
                          
                          
                          
                          -0-
                          
                          
                          
                          -0-
                          
                          
                          
                          45,733Bad
      debt
                          
                          
                          -0-
                          
                          
                          
                          -0-
                          
                          
                          
                          -0-
                          
                          
                          
                          -0-
                          
                          
                          
                          97,303Loss
      on Investment
                          
                          
                          -
                          
                          
                          
                          -0-
                          
                          
                          
                          -0-
                          
                          
                          
                          -0-
                          
                          
                          
                          (2,999
                          )Total
      loss for period
                          
                          
                          (84,779
                          )
                          
                          
                          (82,474
                          )
                          
                          
                          (84,779)
                          
                          
                          
                          (82,474)
                          
                          
                          
                          (1,314,827
                          )Deficit
      – beginning of the period
                          
                          
                          (1,230,048
                          )
                          
                          
                          (596,178
                          )
                          
                          
                          (1,230,048
                          )
                          
                          
                          (596,178
                          )
                          
                          
                          -0-Deficit
      – end of period
                          
                          
                          (1,314,827
                          )
                          
                          
                          (800,955
                          )
                          
                          
                          (1,314,827
                          )
                          
                          
                          (800,955
                          )
                          
                          
                          (1,314,827
                          )Loss
      per shares – basic and diluted
                          
                          
                          (0.01
                          )
                          
                          
                          (0.01
                          )
                          
                          
                          (0.01
                          )
                          
                          
                          (0.01
                          )Weighted
      Average Number of Shares Outstanding
                          
                          
                          96,146,668
                          
                          
                          
                          66,146,668
                          
                          
                          
                          96,146,668
                          
                          
                          
                          66,146,668






See notes
to financial statements








F-4


Aultra
Gold Inc.


An
Exploration Stage Company


Consolidated
Statement of Cash Flows


From
January 26, 2005 to March 31, 2009


(Stated
in United States Dollars)








From
      inceptionThree
      Months Ending
                                                      
                                                      
                                                      
                                                      Three
      Months Ending
                                                      
                                                      
                                                      January
      26, 2005March
      31
                                                      
                                                      
                                                      March
      31
                                                      
                                                      
                                                      
                                                      March
      31
                                                      
                                                      
                                                      March
      31
                                                      
                                                      
                                                      To
      March 31,2009
                                                      
                                                      
                                                      2008
                                                      
                                                      
                                                      
                                                      2009
                                                      
                                                      
                                                      2008
                                                      
                                                      
                                                      2009$
                                                      
                                                      
                                                      $
                                                      
                                                      
                                                      
                                                      $
                                                      
                                                      
                                                      $
                                                      
                                                      
                                                      $Cash
      flows from operating activitiesLoss
      for the period
                                                      
                                                      
                                                      (84,779
                                                      )
                                                      
                                                      
                                                      (204,777
                                                      )
                                                      
                                                      
                                                      
                                                      (300,828
                                                      )
                                                      
                                                      
                                                      (84,779
                                                      )
                                                      
                                                      
                                                      (1,314,872
                                                      )Changes
      in:Accounts
      receivables and accrued receivables
                                                      
                                                      
                                                      -0-
                                                      
                                                      
                                                      
                                                      122,303
                                                      
                                                      
                                                      
                                                      
                                                      97,175
                                                      
                                                      
                                                      
                                                      -0-
                                                      
                                                      
                                                      
                                                      (60,485
                                                      )Accounts
      payable and accrued liabilities
                                                      
                                                      
                                                      (84,779
                                                      )
                                                      
                                                      
                                                      82,474
                                                      
                                                      
                                                      
                                                      
                                                      173,653
                                                      
                                                      
                                                      
                                                      (82,474
                                                      )
                                                      
                                                      
                                                      417,232Net
      cash used in operating activities
                                                      
                                                      
                                                      -0-
                                                      
                                                      
                                                      
                                                      -0-
                                                      
                                                      
                                                      
                                                      
                                                      (30,000
                                                      )
                                                      
                                                      
                                                      -0-
                                                      
                                                      
                                                      
                                                      (419,290
                                                      )Cash
      flows from investing activitiesMineral
      property
                                                      
                                                      
                                                      -0-
                                                      
                                                      
                                                      
                                                      -0-
                                                      
                                                      
                                                      
                                                      
                                                      -0-
                                                      
                                                      
                                                      
                                                      -0-
                                                      
                                                      
                                                      
                                                      100,000Investments
                                                      
                                                      
                                                      -0-
                                                      
                                                      
                                                      
                                                      -0-
                                                      
                                                      
                                                      
                                                      
                                                      -0-
                                                      
                                                      
                                                      
                                                      -0-
                                                      
                                                      
                                                      
                                                      (6,232
                                                      )Cash
      used in investing activities
                                                      
                                                      
                                                      -0-
                                                      
                                                      
                                                      
                                                      -0-
                                                      
                                                      
                                                      
                                                      
                                                      -0-
                                                      
                                                      
                                                      
                                                      -0-
                                                      
                                                      
                                                      
                                                      31,232Cash
      flows from financing activitiesShare
      capital issued
                                                      
                                                      
                                                      -0-
                                                      
                                                      
                                                      
                                                      -0-
                                                      
                                                      
                                                      
                                                      
                                                      30,000
                                                      
                                                      
                                                      
                                                      -0-
                                                      
                                                      
                                                      
                                                      444,856Loans
                                                      
                                                      
                                                      -0-
                                                      
                                                      
                                                      
                                                      -0-
                                                      
                                                      
                                                      
                                                      
                                                      -0-
                                                      
                                                      
                                                      
                                                      -0-
                                                      
                                                      
                                                      
                                                      -0-Cumulative
      translation adjustment
                                                      
                                                      
                                                      -0-
                                                      
                                                      
                                                      
                                                      -0-
                                                      
                                                      
                                                      
                                                      
                                                      -0-
                                                      
                                                      
                                                      
                                                      -0-
                                                      
                                                      
                                                      
                                                      10,666Net
      cash received from financing activities
                                                      
                                                      
                                                      -0-
                                                      
                                                      
                                                      
                                                      -0-
                                                      
                                                      
                                                      
                                                      
                                                      -0-
                                                      
                                                      
                                                      
                                                      -0-
                                                      
                                                      
                                                      
                                                      455,522Net
      increase in cash
                                                      
                                                      
                                                      -0-
                                                      
                                                      
                                                      
                                                      -0-
                                                      
                                                      
                                                      
                                                      
                                                      -0-
                                                      
                                                      
                                                      
                                                      -0-Cash
      – beginning of period
                                                      
                                                      
                                                      -0-
                                                      
                                                      
                                                      
                                                      -0-
                                                      
                                                      
                                                      
                                                      
                                                      -0-
                                                      
                                                      
                                                      
                                                      -0-Cash
      – end of period
                                                      
                                                      
                                                      -0-
                                                      
                                                      
                                                      
                                                      -0-
                                                      
                                                      
                                                      
                                                      
                                                      -0-
                                                      
                                                      
                                                      
                                                      -0-











See notes
to financial statements






F-5






Aultra
Gold Inc.


An
Exploration Stage Company


Consolidated
Statements of Stockholders’ Equity


From
inception on January 26, 2005 to March 31, 2009


(Stated
in United States Dollars)





Common
      StockShares
                        
                        
                        Amount
                        
                        
                        Additional
      Paid-in Capital
                        
                        
                        Accumulated
      Deficit During Exploration Stage
                        
                        
                        Total
      Equity (Deficit)$
                        
                        
                        $
                        
                        
                        $
                        
                        
                        $Balance
      at inception Jan. 26, 2005
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -Common
      shares issued for cash at $0.00005 per share, February
    9,2005
                        
                        
                        30,000,000
                        
                        
                        
                        30,000
                        
                        
                        
                        (28,500
                        )
                        
                        
                        -
                        
                        
                        
                        1,500Common
      shares issued for cash at $0.00005 per share, February
    17,2005
                        
                        
                        30,000,000
                        
                        
                        
                        30,000
                        
                        
                        
                        (15,000
                        )
                        
                        
                        -
                        
                        
                        
                        15,000Common
      shares issued for cash at $0.00005 per share, March 7,2005
                        
                        
                        11,000,000
                        
                        
                        
                        11,000
                        
                        
                        
                        44,000
                        
                        
                        
                        -
                        
                        
                        
                        55,000Common
      shares issued for cash at $0.0125 per share, April 8,2005
                        
                        
                        400,000
                        
                        
                        
                        400
                        
                        
                        
                        4,600
                        
                        
                        
                        -
                        
                        
                        
                        5,000Shares
      issued in lieu of payment forInterest
      on promissory note, May 2006
                        
                        
                        10,833,333
                        
                        
                        
                        10,833
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        10,833Cumulative
      Net (Loss)
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        
                        
                        
                        
                        (115,691
                        )
                        
                        
                        (115,691)Balance,
      December 31, 2006
                        
                        
                        82,233,333
                        
                        
                        
                        82,233
                        
                        
                        
                        5,100
                        
                        
                        
                        (115,691
                        )
                        
                        
                        (28,358)Shares
      cancelled on acquisition
                        
                        
                        (10,833,333
                        )
                        
                        
                        (10,833)
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        (10,833)Shares
      issued in acquisition January 22, 2007
                        
                        
                        24,496,668
                        
                        
                        
                        24,497
                        
                        
                        
                        -21,141
                        
                        
                        
                        -
                        
                        
                        
                        3,356Common
      shares issued for cash at $1.50 per share, January 22,
2007
                        
                        
                        200,000
                        
                        
                        
                        200
                        
                        
                        
                        299,800
                        
                        
                        
                        -
                        
                        
                        
                        300,000Common
      shares reissued for cash at $0.50 per share, April 30,
2007
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        10,000
                        
                        
                        
                        -
                        
                        
                        
                        10,000Common
      shares issued for Jungo Rights at $0.50 June 1, 2007
                        
                        
                        50,000
                        
                        
                        
                        50
                        
                        
                        
                        24,950
                        
                        
                        
                        -
                        
                        
                        
                        25,000Foreign
      exchange
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        
                        
                        
                        
                        10,666Shares
      cancelled by shareholder
                        
                        
                        (30,000,000)
                        
                        
                        
                        (30,000)
                        
                        
                        
                        30,000
                        
                        
                        
                        
                        
                        
                        
                        -0-Net
      (Loss) for the period
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        
                        
                        
                        
                        (480,487)
                        
                        
                        
                        (480,487)Balance,
      December 31, 2007
                        
                        
                        66,146,668
                        
                        
                        
                        66,147
                        
                        
                        
                        348,709
                        
                        
                        
                        (596,178)
                        
                        
                        
                        (170,656)Common
      shares re-issued for services at $0.01 per share, May 22 ,
      2008
                        
                        
                        30,000,000
                        
                        
                        
                        30,000
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        30,000Net
      (Loss) for the period
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        (633,870)
                        
                        
                        
                        (633,870)Balance,
      March 31, 2008
                        
                        
                        96,146,668
                        
                        
                        
                        96,147
                        
                        
                        
                        318,709
                        
                        
                        
                        (1,230,048)
                        
                        
                        
                        (774,526)Net
      (Loss) for the period
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        (84,774)
                        
                        
                        
                        (84,774)Balance,
      March 31, 2009
                        
                        
                        96,146,668
                        
                        
                        
                        96,147
                        
                        
                        
                        318,709
                        
                        
                        
                        (1,314,827)
                        
                        
                        
                        (859,305)




See notes
to financial statements








F-6




Aultra
Gold Inc.


An
Exploration Stage Company


Notes to
Financial Statements


March 31,
2009


(Stated
in United States Dollars)





1.      Nature
of Operations


a)  Organization





Aultra
Gold Inc. (the “Company”) was incorporated under the laws of the State of Nevada
on January 26, 2005 as Katie Gold Corp. and it was primarily engaged in the
acquisition and exploration of mining properties until April
2006.  The Company’s fiscal year end is December 31.





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





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





On
December 7, 2006, a Certificate of Amendment was filed with the Secretary of
State in Nevada to change the name of the Company from New World Entertainment
Corp. to Aultra Gold Inc.  The Nevada Secretary of Stated declared the
amendment effective on January 18, 2007.





On
January 22, 2007, the Company entered into a definitive Share Exchange Agreement
(the “Agreement”) with Strategic Minerals Inc., a Nevada corporation, Aultra
Gold Inc. (fka Dutch Mining (Canada) Ltd.) (“AGI”), a company formed under the
laws of the Province of British Columbia, and certain other shareholders of
AGI.  Pursuant to the Agreement, which is subject to certain
regulatory approval, the Company agreed to acquire 100% of the outstanding
equity of AGI from the stockholders of AGI (the “AGI Shareholders”) in exchange
for the issuance by the Company to the AGI Shareholders of one share of common
stock, $0.001 par value (the “Common Stock”), of the Company for each issued
common share of AGI (the “Acquisition”).  Therefore, subject to
certain regulatory approval, the Company shall be required to issue 24,496,668
shares of Common Stock to the AGI Shareholders (the “Consideration Shares”) and
there will be approximately a total of 95,896,668 shares of Common Stock issued
and outstanding subsequent to the Acquisition.  AGI was incorporated
on January 20, 2006 in Canada under the Business Corporations Act of British
Columbia.  AGI’s main business is acquiring and exploring gold and
mineral properties with proven and probable reserves principally located in
Nevada and Montana, USA, with the objective of identifying gold and mineralized
deposits economically worthy of continued production and/or subsequent
development, mining or sale.





b)  Change
of Business





On April
26, 2006, the Company filed Articles of Merger with the Secretary of State in
Nevada to change its name from Morningstar Industrial Holdings Corp. and
underwent a change in management and direction and was involved in the
acquisition and licensing of online gaming technologies.





On May
12, 2006 the Company entered into a share exchange agreement with Liverpoole
Inc., a privately-owned corporation organized under the laws of Antigua, for the
acquisition of all of the issued and outstanding shares of Liverpoole in
exchange for 25,000,000 shares of the Company, upon completion of the
agreement.  In connection therewith, in order to secure the right to
enter into such agreement with Liverpoole, the Company entered into an agreement
with World Mobile Network Corp., a publicly-held corporation, pursuant to which,
upon the completion of the agreement, World Mobile Network Corp. agreed to
assign its exclusive right to acquire Liverpoole to the Company in exchange for
20,000,000 shares of the Company.  As of December 31, 2006, these
agreements were not been finalized.





Effective
January 22, 2007 this transaction was terminated.





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







F-7






Aultra
Gold Inc.


An
Exploration Stage Company


Notes to
Financial Statements


March 31,
2009


(Stated
in United States Dollars)


1.      Nature
of Operations-continued





c)     
Going Concern





The
accompanying financial statements have been prepared assuming the Company will
continue as a going concern.  The Company’s financial statements are
prepared using generally accepted accounting principles applicable to a going
concern which contemplates the realization of assets and liquidation of
liabilities in the normal course of business.





As shown
in the accompanying financial statements, the Company has incurred a net loss of
$1,314,827 for the period from January 26, 2005 (inception) to March 31,
2009.  The future of the Company is dependent upon its ability to
obtain financing and upon future profitable operations from the development of
acquisitions.  Management has plans to seek additional capital through
a private placement and public offering of its common stock.  The
financial statements do not include any adjustments relating to the
recoverability and classification of recorded assets, or the amounts of and
classification of liabilities that might be necessary in the event the Company
cannot continue in existence.  The accompanying financial statements
do not include any adjustments that might be necessary if the Company is unable
to continue as a going concern.





d)      Share
Exchange Agreement with Liverpoole Inc.





On May
12, 2006 the Company entered into a share exchange agreement with Liverpoole
Inc., a privately-owned corporation organized under the laws of Antigua, for the
acquisition of all of the issued and outstanding shares of Liverpoole in
exchange for 25,000,000 shares of the Company, upon completion of the
agreement.  In connection therewith, in order to secure the right to
enter into such agreement with Liverpoole, the Company entered into an agreement
with World Mobile Network Corp., a publicly-held corporation, pursuant to which,
upon the completion of the agreement, World Mobile Network Corp. agreed to
assign its exclusive right to acquire Liverpoole to the Company in exchange for
20,000,000 shares of the Company.  As of December 31, 2006, these
agreements have not been finalized.





Effective
January 22, 2007, termination of the May 12, 2006 Share Exchange Agreement with
Liverpoole Inc. and World Mobile Network Corp.





2.
            Significant
      Accounting Policies





a)      Basis
of Accounting





These
financial statements are prepared in accordance with generally accepted
accounting principles (“GAAP”) in United States.  The Company has
elected a December 31 year-end.  Summarized below are those policies
considered particularly significant to the Company.





b)      Use
of Estimates





The
preparation of financial statements in conformity with United States generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and the
disclosure of any contingent assets and liabilities as at the date of the
financial statements, as well as the reported amounts of revenues earned and
expenses incurred during the period.  Actual results could differ from
those estimates.





c)      Financial
Instruments and Financial Risk





The
Company’s financial instruments consists of cash, prepaid expenses, investments,
accounts payable and accrued liabilities, the fair values of which approximate
their carrying amounts due to the short-term nature of these
instruments.







F-8








Aultra
Gold Inc.


An
Exploration Stage Company


Notes to
Financial Statements


March 31,
2009


(Stated
in United States Dollars)





2.
            Significant
      Accounting Policies-continued





d)      Cash





For the
purposes of the statement of cash flows, the company considers all funds held in
its bank accounts and funds held in trust by


third
parties as cash.





e)      Investment
in mining properties





Land
and Mining Claims – Land and mining claims are recorded at the lower of cost,
less accumulated depletion, or fair value. Costs of developing mining properties
(after completion of exploration) are capitalized. Exploration costs are
expensed as incurred until the establishment of a commercially minable deposit
or reserve which can be economically and legally produced. When a mining
property reaches the production stage, the related capitalized costs are
amortized using the units of production method on the basis of proven and
probable ore reserves. The Company’s mining properties are periodically assessed
for impairment of value and any losses are charged to operations at the time of
impairment.





f)       Impairment of Long-Lived
Assets





The
Company accounts for long-lived assets pursuant to Statement of Financial
Accounting Standards (SFAS) No. 144, Accounting for the Impairment of Long-Lived
Assets and for Long-Lived Assets to be Disposed Of. The Company evaluates its
land and mineral properties, buildings, machinery and equipment and other
long-lived assets for impairment at least annually and when
indications of possible impairment exist and assesses their recoverability based
upon anticipated future cash flows from the asset’s or group of assets’ use or
sale. If changes in circumstances lead Company management to believe that any of
its long-lived assets may be impaired, the carrying value of long-lived assets
are reduced by the estimated excess of the carrying value over the fair value of
the assets. Fair value is determined by the discounted future cash flows from
the asset or group of assets. No impairment was recognized during the years
ended December 31, 2008 or 2007.





g)      Loss
per Share





Basic
loss per share is computed by dividing loss attributable to common shareholders
by the weighted average number of common shares outstanding during the
period.  Fully diluted loss per share is not disclosed as it is
anti-dilutive.




h)      Management’s
Estimates





The
preparation of financial statements in conformity with United States generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the dates of the financial
statements and the reported amounts of revenues and expenses during the reported
periods.  Actual results could differ from those
estimates.




i)      Share
Capital





Share
capital issued for non-monetary consideration is recorded at an amount based
upon fair market value as estimated by management.









F-9







Aultra
Gold Inc.


An
Exploration Stage Company


Notes to
Financial Statements


March 31,
2009


(Stated
in United States Dollars)


2.
            Significant
      Accounting Policies-continued





j)      Comprehensive
Income





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





k)      Income
taxes





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





l)      Stock
based compensation





The
Company accounts for stock-based compensation in accordance with SFAS No. 123
for “Accounting for stock-based compensation” and related
interpretations.





The
Company’s Board of Directors agreed to the adoption of the Stock Option Plan and
ratified it on January 25, 2007 effective as of February 1, 2007 providing the
issuance of up to 5,225,000 shares of Common Stock of the Company to the
officers, directors, employees and consultants of the Company an/or its
subsidiaries.  Pursuant to the Stock Option Plan, the Company granted
options to purchase an aggregate of 200,000 shares of Common Stock at $1.50 per
share to the newly appointed directors and officers that held options to
purchase ordinary shares of the Company following the completion of the
acquisition, as well as to the newly appointed directors and officers of the
Company.  These options were cancelled effective January 1,
2008.





On May 6,
2008, the Board of Directors of Aultra Gold, Inc. (the "Company"), approved a
2008 Stock Option Plan which provides  up to 10,000,000 common shares
be made available to certain individuals as an incentive.  The plan
has a vesting period of 36 month as follows: 10% at the end of six months, an
additional 10% at the end of twelve months, an additional 15% at the end of
eighteen months, an additional 15% at the end of twenty four months, an
additional 25% at the end of thirty months and finally an additional 25% at the
end of thirty-six months





As part
of this plan the Board granted 6,500,000 options at the then market price of
$.14 per share.





m)    Asset retirement
obligations





Asset
retirement obligations requires recognition of a legal liability for obligations
relating to retirement of property, plant and equipment, and arising from the
acquisition, construction, development, or normal operation of those assets.
Such asset retirement cost, must be recognized at fair value, when a reasonable
estimate of fair value can be estimated, in the period in which it is incurred,
added to the carrying value of the asset, and amortized into income on a
systematic basis over its useful life.





As at
March 31, 2009, the Company does not have any asset retirement
obligations.





3.      Investment





Details
are as follows:


Number
      of shares
                
                
                Market
      Value
                
                
                Cost$
                
                
                $Lomiko
      Resources Inc. (formerly Lomiko Enterprises Ltd.)
                
                
                20,000
                
                
                
                6,232
                
                
                
                8,849


This
investment represents a minority interest of less than 10%.  The
shares were valued at market as stated as at March 31, 2009.







F-10








Aultra
Gold Inc.


An
Exploration Stage Company


Notes to
Financial Statements


March 31,
2009


(Stated
in United States Dollars)





4.
            Acquisition
      of Subsidiary





On
January 22, 2007, the Company entered into a definitive Share Exchange Agreement
(the “Agreement”) with Strategic Minerals Inc., a Nevada corporation, Aultra
Gold Inc. (fka Dutch Mining (Canada) Ltd.) (“AGI”), a company formed under the
laws of the Province of British Columbia, and certain other shareholders of
AGI.  Pursuant to the Agreement, which is subject to certain
regulatory approval, the Company agreed to acquire 100% of the outstanding
equity of AGI from the stockholders of AGI (the “AGI Shareholders”) in exchange
for the issuance by the Company to the AGI Shareholders of one share of common
stock, $0.001 par value (the “Common Stock”), of the Company for each issued
common share of AGI (the “Acquisition”).  Therefore, subject to
certain regulatory approval, the Company shall be required to issue 24,496,668
shares of Common Stock to the AGI Shareholders (the “Consideration Shares”) and
there will be approximately a total of 95,896,668 shares of Common Stock issued
and outstanding subsequent to the Acquisition.





The
purchase method of accounting has been applied with the shares issued as
consideration being recorded at $3,356 that being the value given up after
considering price fluctuations, liquidity issues and exchange
rates.





At the
date of the acquisition, the value of the identifiable net assets of AGI was as
follows:




Assets 
          Cash
                        
                        $
                        256,316Investment
      in
      Lomiko
                        
                        
                        8,066Accounts
      receivable and accrued receivables
                        
                        
                        77,541$
                        341,923Liabilities     Accounts
      payable and accrued payables
                        
                        $
                        38,981Intercompany
      transactions
                        
                        
                        299,586338,567Total purchase
      price
                        
                        $
                        3,356








5.
            Related
      Party Balances and Transactions





Related
party transactions are recorded at their cost, are non-interest bearing,
unsecured and have no specific terms for repayment.





As at
December 31, 2007, the Company has a receivable MB Primes Management Ltd. (“MB
Primes”), a company with directors in common, $61,995 which was written off
during the quarter ended March 31, 2008.





As at
December 31, 2007 the Company has a receivable with Bio Remediation Inc. (“Bio
Remediation”), a company with directors in common, $27,056 which was written off
during the quarter ended March 31, 2008.





As at
September 30, 2008 the Company owes it’s President a total of $275,930 which is
a combination of unpaid salary of $86,878


and
$189,053 of Company expenses paid for by the President.





The
Company acquired its Basin Gulch Property from a private company, one principal
of whom is a common director with the Company.  Refer to Note
6.










F-11






Aultra
Gold Inc.


An
Exploration Stage Company


Notes to
Financial Statements


March 31,
2009


(Stated
in United States Dollars)





6.      Mineral
Property Interests





a)      Basin
Gulch Property,  Montana, USA





On May
31, 2006, the Subsidiary Aultra Gold Inc. (formerly known as Dutch Mining
(Canada) Ltd.) acquired Basin Gulch Property, consisting of eleven patented
mineral claims of 217.9 acres, paid by the issuance of 20,000,000 shares of the
Company.  The share issuance has been recorded at the carrying costs
of the property to the optionor, as the optionor is a related party to the
company and as there has been no substantial change in ownership of the property
by the optionors (nominal amount), who received 20,000,000 shares of the
24,496,668 shares outstanding of the Subsidiary.





The
three-stage agreement is structured as follows:





Stage 1 initial
payment:


The
Subsidiary paid an initial cash payment of $10,000 and must fulfill the
following:


i) on or
before July 30, 2006 report all the exploration and studies conducted on the
Property.





Stage 2 advance production
royalties:


To
further evaluate and develop the minerals, the Subsidiary must fulfill the
following


i)  on
or before June 10, 2006, the Company must make a cash payment of $15,000
(paid);


ii) on or
before September 10, 2006 the Company must make a cash payment of $25,000
(paid);


iii) the
Company must make a cash payment of $50,000 due on March 10 and September 10 of
each year until production has commenced.





Stage 3 production
royalties:


Upon
commencement of production, the Subsidiary will pay the greater of:


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


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





Should
production be suspended for a period of 6 months or longer, the twice annual
advance production royalty of $50,000 listed above will resume.





Upon the
completion of payments totaling US$8,000,000, the Subsidiary will have purchased
the mineral rights to this property.  In the current period, payments
of $50,000 (paid) have be made, which satisfy this agreement.





b)      Jungo
Property, Nevada, USA





On June
1, 2007, the Company entered into a formal binding Agreement of Purchase and
Sale (the “Agreement”) with W.R. Hansen, an individual (the “Seller”), pursuant
to which the Company acquired from the Seller certain mining claims together
with all improvements and all equipment owned by the Seller located thereon,
located in Humboldt County, State of Nevada (the


“Property”).  In
consideration of the purchase of the Property, the Company agreed to (i)
reimburse the Seller for all staking and filing costs related to the Property,
(ii) issue the Seller 50,000 restricted shares of the Company’s common stock,
$0.001 par value per share (the “Common Stock”), valued at $0.50 per share,
(iii) upon its sole determination of sufficient mineralization to place the
Property in production, to further issue to the Seller additional 50,000
restricted shares of the Company’s Common Stock, such that the Company shall
make such a determination not later than 30 days following the acquisition of
the data contemplated by paragraph 3.3 of the Agreement, (iv) not later than 10
days following the date the Property is placed into development for production
of metals, to issue to the Seller an additional 100,000 restricted shares of the
Company’s Common Stock, and (v) as further consideration after the Property is
placed in production, to direct to the Seller a monthly Net Smelter Royalty of
2% upon all gold, silver, copper, or other metals (the “Metals”) produced and
sold from the Property (each royalty payment shall be paid not later than 30
days following the last day of the month in which the metals were produced and
sold).







F-12





Aultra
Gold Inc.


An
Exploration Stage Company


Notes to
Financial Statements


March 31,
2009


(Stated
in United States Dollars)





7.
            Share
      Capital





a)
            Details
      of share capital are as follows:


Authorized:
500,000,000 common shares with a par value of $.001


Number
      ofShares
                              
                              
                              Amount$Issued:Balance
      – inception January 26, 2005
                              
                              
                              -
                              
                              
                              
                              -Common
      Shares issued
                              
                              
                              71,400,000
                              
                              
                              
                              71,400Shares
      issued in lieu of promissory note
                              
                              
                              10,833,333
                              
                              
                              
                              10,833Balance-December
      31, 2006
                              
                              
                              82,233,333
                              
                              
                              
                              82,233Restricted
      common shares issued
                              
                              
                              24,496,668
                              
                              
                              
                              24,497Restricted
      Common Shares issued for Jungo
                              
                              
                              50,000
                              
                              
                              
                              50Common
      Shares issued
                              
                              
                              200,000
                              
                              
                              
                              200Shares
      cancelled
                              
                              
                              (40,833,333
                              )
                              
                              
                              (40,833
                              )Balance
      – December 31, 2007 (d)
                              
                              
                              66,146,668
                              
                              
                              
                              66,147Restricted
      Common Shares issued for Services
                              
                              
                              30,000,000
                              
                              
                              
                              30,000Balance
      – December 31, 2008
                              
                              
                              96,146,668
                              
                              
                              
                              96,147Balance
      – March 31, 20089
                              
                              
                              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:


March
      31, 2009Net
      loss
                    
                    $
                    (84,779
                    )Total
      income taxes
                    
                    
                    -0-





The
Company has non-capital losses of approximately $269,173, which are available to
reduce future taxable income in Canada and which expire in 2027. Subject to
certain restrictions the Company also has mineral property expenditures of
approximately $100,000 available to reduce taxable income in future years. The
Company has not recognized any future benefit for these tax losses and resource
deductions, as it is not considered likely that they will be
utilized.








F-13







Aultra
Gold Inc.


An
Exploration Stage Company


Notes to
Financial Statements


March 31,
2009


(Stated
in United States Dollars)








8.       Income
Taxes-continued





Income
      Tax Operating
                          Loss
      Carry ForwardAmount
                        
                        Expiry
    Date2005
                        
                        $
                        24,981
                        
                        20252006
                        
                        $
                        90,710
                        
                        20262007
                        
                        $
                        480,487
                        
                        20272008
                        
                        $
                        633,870
                        
                        2028Total
      income tax operating loss carry forward
                        
                        $
                        1,230,048








9.
            Commitments





None




10.       Recent
Accounting Pronouncements





In
February 2007, the Financial Accounting Standards Board (the “FASB”) issued SFAS
No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities”
(SFAS 159).  SFAS 159 allows the company to choose to measure many
financial assets and financial liabilities at fair value.  Unrealized gains
and losses on items for which the fair value option has been elected are
reported in earnings.  SFAS 159 is effective for fiscal years beginning
after November 15, 2007.  The Company is currently evaluating the
requirements of SFAS 159 and the potential impact on the Company’s financial
statements.





In
September 2006, the FASB issued SFAS No. 158, “Employers’ Accounting for Defined
Benefit Pension and Other Postretirement Plans – an amendment of FASB Statements
No. 87, 88, 106 and 132(R)” (SFAS 158”). SFAS 158 requires an employer that
sponsors one or more single-employer defined benefit plans to (a) recognize the
overfunded or underfunded status of a benefit plan in its statement of financial
position, (b) recognize as a component of other comprehensive income, net of
tax, the gains or losses and prior service costs or credits that arise during
the period but are not recognized as components of net periodic benefit cost
pursuant to SFAS 87, “Employers’ Accounting for Pensions”, or SFAS 106,
“Employers’ Accounting for Postretirement Benefits Other Than Pensions”, (c)
measure defined benefit plan assets and obligations as of the date of the
employer’s fiscal year-end, and (d) disclose in the notes to financial
statements additional information about certain effects on net periodic benefit
cost for the next fiscal year that arise from delayed recognition of the gains
or losses, prior service costs or credits, and transition asset or obligation.
SFAS 158 is effective for the Company’s fiscal year ending December 31, 2007.
The adoption of SFAS No. 158 is not expected to have a material impact on
the Company’s financial position, results of operations or cash
flows.








F-14








Aultra
Gold Inc.


An
Exploration Stage Company


Notes to
Financial Statements


March 31,
2009


(Stated
in United States Dollars)





10.           Recent
Accounting Pronouncements-continued





In
September 2006, the FASB issued SFAS No. 157, "Fair Value Measurement" ("SFAS
157"). The Statement provides guidance for using fair value to measure assets
and liabilities. The Statement also expands disclosures about the extent to
which companies measure assets and liabilities at fair value, the information
used to measure fair value, and the effect of fair value measurement on
earnings. This Statement applies under other accounting pronouncements that
require or permit fair value measurements. This Statement does not expand the
use of fair value measurements in any new circumstances. Under this Statement,
fair value refers to the price that would be received to sell an asset or paid
to transfer a liability in an orderly transaction between market participants in
the market in which the entity transacts. SFAS 157 is effective for the Company
for fair value measurements and disclosures made by the Company in its fiscal
year beginning on January 1, 2008.





In
February 2006, the FASB issued SFAS No. 155, “Accounting for Certain Hybrid
Financial Instruments”, which amends SFAS No. 133, “Accounting for Derivative
Instruments and Hedging Activities” and SFAS
No. 140.  SFAS No. 155 permits fair value measurement for
any hybrid financial instrument that contains an embedded derivative that
otherwise would require bifurcation, establishes a requirement to evaluate
interests in securitized financial assets to identify interests that are
freestanding derivatives or hybrid financial instruments containing embedded
derivatives.  The adoption of SFAS No. 155 is not expected to
have a material impact on the Company’s financial position, results of
operations or cash flows.














F-15











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




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




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




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





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




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





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


·Our ability to obtain
additional funding as we presently do not have sufficient funds to pursue our
stated plan of


operation
for the next twelve-month period.


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


· Our ability to attract and retain
management.


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


· existing and potential performance
issues with suppliers and customers;


· governmental export and import
policies;


· global trade
policies;


· worldwide political stability and
economic growth;


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


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


· General economic
conditions.





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





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







4








Item
1. Description of Business





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





Organizational
History





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





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





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





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





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





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





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





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





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





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





Our
fiscal year end is December 31.





5








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





Organizational
History




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





General
Overview of Business




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




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





Recent
Developments





Change
in Authorized Share Capital




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





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




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





Other
Information





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





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




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











6





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




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





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





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





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




Share
Exchange Agreement




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




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




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





The
aforementioned transactions resulted in a change in control of our company. As a
result of the Agreement, (i) AGI became our wholly-owned subsidiary, (ii) we
succeeded to the business of AGI, and (iii) we underwent a change of our
management (as further provided below) and business direction, and will from the
Closing Date be solely involved in AGI’s business of acquiring and exploring
gold and mineral properties with proven and probable reserves principally
located in Nevada and Montana, USA, with the







7







objective
of identifying gold and mineralized deposits economically worthy of continued
production and/or subsequent development, mining or sale. Furthermore, in
connection with the foregoing on January 18, 2007, we amended our articles of
incorporation to change our name from New World Entertainment Corp. to Aultra
Gold Inc (the “Amendment”). The Nevada Secretary of State declared the Amendment
effective as of January 18, 2007. In addition, as a result, our trading symbol
has changed from NWWE.OB to AGDI.OB.





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





Termination of a Material Definitive
Agreement.





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




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




Termination
of May 2006 Loan Agreement




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




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




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




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




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






8






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




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





DESCRIPTION
OF AGI’S BUSINESS





General
Overview of Business




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




Mining
Lease Agreement




On May
31, 2006, AGI entered into a Mining Lease Agreement with Strategic, whereby
Strategic granted AGI the exclusive right to explore, evaluate, develop, and
mine the Basin Gulch Property, Montana, in consideration of AGI issuing to
Strategic 20,000,000 common shares of its capital stock. The advanced
exploration and test mining project consists of eleven patented mineral claims,
surrounded by the Deer Lodge National Forest, totaling about 217.9 acres. The
claims are all located at the head of Basin Gulch, on the northern slopes of the
West Fork Buttes, within the Sapphire Range of the Western Montana Rocky
Mountains with proven and probable reserves of 426,135 ounces as estimated by an
independent geologist. The Company acquired its Basin Gulch Property from a
private company, principals of whom were also common directors with the
Company.




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




Stage
1 initial payment:




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




Stage
2 advance production royalties:




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




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


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


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




9




Stage
3 production royalties:




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




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




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




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





Description
of AGI’s Properties





Description
of Basin Gulch Property, Montana





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




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




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











10





The
Claims:




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





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




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




Mineralization:




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





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




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





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







11







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




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




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




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







Permitting
Status:




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




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




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




Regarding
anticipated test mining, this work will be conducted under Small Miner’s
Exclusion (SME) provisions of the Montana permitting process. The SME process is
much faster and simpler than the permitting process for larger mines in Montana,
and can be completed within months of filling of an application .This property
contains large, open-ended areas of gold and silver mineralization, part of
which are believed to be potentially mineable under relatively rapid small mine
regulations, if economic and if permitted.




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





Test
Mining





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





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




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




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






12








Projected
Costs for Plan of Mining Operations





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




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





Description
of Jungo





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





Other
Opportunities in Nevada:




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





Compliance
with Government Regulation





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





We will
have to sustain the cost of reclamation and environmental mediation for all
exploration and development work undertaken.  The amount of these costs is
not known at this time as we do not know the extent of the exploration program
that will be undertaken beyond completion of the currently planned work
programs. Because there is presently no information on the size, tenor, or
quality of any resource or reserve at this time, it is impossible to assess the
impact of any capital expenditures on earnings or our competitive position in
the event a potentially economic deposit is discovered. If we enter into
production, the cost of complying with permit and regulatory environment laws
will be greater than in the exploration phases because the impact on the project
area is greater.  Permits and regulations will control all aspects of any
production program if the project continues to that stage because of the
potential impact on the environment. Examples of regulatory requirements
include:




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








13




Competition




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




Employees




As of May
14, 2009, the Company had a full time employment agreement with Mr. Rauno
Perttu, the Company’s CEO, President and director, pursuant to which Mr. Perttu
provides services to the Company. The Company anticipates that it will be
conducting most of its business through agreements with consultants and third
parties.





RISK
FACTORS





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





Risks Related to Our
Financial Results:





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


We have
no operating history and have not proved that we can operate successfully. We
face all of the risks inherent in a new business. If we fail, your investment in
our common stock will become worthless. From our inception on January 26, 2005
to the end of the period ended March 31, 2009, we have not earned any revenue..
We presently do not have sufficient funds to pursue our stated plan of operation
for the next twelve-month period. We will require additional financing for our
operational expenses, and further exploration work for commercially exploitable
mineral deposits or reserves. We are seeking these additional funds via equity
financing, private placements or loans from our directors or current
shareholders. Currently, we do not have arrangements for additional funds. Your
investments in our common stock must therefore be regarded as the placing of
funds at a high risk in a recently formed company with all the unforeseen costs,
expenses, problems, and difficulties to which such companies without proven
record are subject to.





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


We have
incurred operating losses of $633,870 and $480,487 during the year ended
December 31, 2008 and 2007, respectively. In addition, during that period, we
have used cash of $-0- and $-0-  in our operating activities, and had
a net working capital deficiency of $946,243 at December 31, 2008. We expect to
continue to incur significant operating expenses as we maintain our current line
of power-line products and continue research and development toward new advance
power-line technologies. Our operating expenses have been and are expected to
continue to outpace revenues and result in significant losses in the near term.
We may never be able to reduce these losses, which will require us to seek
additional debt or equity financing. If such financing is available, of which
there can be no assurance, you may experience significant additional
dilution.





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




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








14








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


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





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


In their
report dated April 10, 2009, our independent auditors stated that our
accompanying financial statements filed herewith were prepared assuming that we
will continue as a going concern. However, we have incurred operating losses, of
$633,870 and $480,487, during the year ended December 31, 2008 and 2007,
respectively. In addition, during these periods, we have used cash of $-0- and
$-0-, respectively, in our operating activities. We are uncertain if we will
have sufficient cash to operate for the next twelve months, our ability to
sustain our operations beyond this period without further financing cannot be
assured.




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





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


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





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


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


§ Successfully
identify and exploit mining opportunities;


§ Develop viable
strategic alliances; and


§ Maintain
sufficient volume of successful new mining opportunities.





RISKS RELATED TO OUR
BUSINESS AND OUR INDUSTRY





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




We are a
small company with only one employee as of December 31, 2008 and as of March 31,
2009. We hope to experience a period of expansion in headcount, facilities,
infrastructure and overhead and anticipate that further expansion will be
required to address potential growth and market opportunities. Future growth
will impose significant added responsibilities on members of management,
including the need to identify, recruit, maintain and integrate additional
independent contractors and managers. Our future financial performance and our
ability to compete effectively will depend, in part, on our ability to manage
any future growth effectively.





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


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





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








15





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





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




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





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





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





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


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





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





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




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




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




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






16





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




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




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




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




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




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




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




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





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





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




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




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








17






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





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





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




RISKS RELATED TO OUR COMMON
STOCK





There is no active trading market for our
common stock.




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




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




Subject
to certain regulatory approval of the acquisition of AGI by the Company, there
will be approximately a total of 95,896,668 shares of Common Stock issued and
outstanding.   If the Company's stockholders sell substantial amounts of
the Company's common stock in the public market, including shares issued upon
the exercise of outstanding options or warrants, the market price of its common
stock could fall. These sales also may make it more difficult for the Company to
sell equity or equity-related securities in the future at a time and price that
the Company deems reasonable or appropriate. Stockholders who have been issued
shares in the Acquisition will be able to sell their shares pursuant to Rule 144
under the Securities Act of 1933, beginning one year after the stockholders
acquired their shares.





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




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




Section
“15(g)” of the United States Securities Exchange Act of 1934, as amended, and
Regulation Section “240.15g(c) 2” of the SEC require broker dealers dealing in
penny stocks to provide potential investors with a document disclosing the risks
of penny stocks and to obtain a manually signed and dated written receipt of the
document before effecting any transaction in a penny stock for the investor’s
account. Potential investors in the Company’s common shares are urged to obtain
and read such disclosure carefully before purchasing any common shares that are
deemed to be “penny stock”.







18




Moreover,
Regulation Section “240.15g -9” of the SEC requires broker dealers in penny
stocks to approve the account of any investor for transactions in such stocks
before selling any penny stock to that investor. This procedure requires the
broker dealer to: (a) obtain from the investor information concerning his or her
financial situation, investment experience and investment objectives; (b)
reasonably determine, based on that information, that transactions in penny
stocks are suitable for the investor and that the investor has sufficient
knowledge and experience as to be reasonably capable of evaluating the risks of
penny stock transactions; (c) provide the investor with a written statement
setting forth the basis on which the broker dealer made the determination in
(ii) above; and (d) receive a signed and dated copy of such statement from the
investor confirming that it accurately reflects the investor’s financial
situation, investment experience and investment objectives. Compliance with
these requirements may make it more difficult for investors in the Company’s
common shares to resell their common shares to third parties or to otherwise
dispose of them. Stockholders should be aware that, according to Securities and
Exchange Commission Release No. 34-29093, dated April 17, 1991, the market for
penny stocks has suffered in recent years from patterns of fraud and abuse. Such
patterns include:




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




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




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




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




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





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





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





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





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





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





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





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





19





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




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





FORWARD
LOOKING STATEMENTS





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




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


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


3. Commodity price
fluctuations;


4.
Availability of goods and services; and


5.
Variations in geological conditions.




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





Plan
of Operation





We do not
have sufficient funds to conduct   work phases of further
drilling and assaying, and completion of the mine plan on the Basin Gulch
Property or the Jungo Property, we will require additional financing in order to
complete the work associated with the projected cost to initial
production.








Basin
Gulch Management





The
following sections contain proposed work that is dependent on financing that is
not currently available, on permitting that has not been completed, and on
informal generalized cost estimates .  The postulated mine plan
described is conceptual in nature.





Aultra
Gold’s Basin Gulch project in place in Montana is scheduled for early
development, with the first work planned for this coming 2009 spring. Although
Basin Gulch contains open-ended gold/silver mineralization 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 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 resources 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.











20








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





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





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





Limited
Operating History- Need for Additional Capital





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




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





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





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





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





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




General
and Administrative Expenses-March 31, 2009





General
and administrative expense consisted of accounting and professional fees and
other general expenses. General and administrative expenses for the for the
fiscal period ended September 30, 2008 were $203,525, as compared to $386,915
for the fiscal period  ended September 30, 2007. The primary reason
for the decrease in general and administrative expenses was a decrease of
consulting of $53,6640 (2008-$102,000 from 2007-$155,664)  and a
decrease of mineral property expenditures of $19,684 (2008-$82,787 from
2007-$102,471).  Overall spending decreased as a result of decreased
amounts of cash and corporate resources.  During the nine month period
ending September 30, 2008 the Company also wrote off various receivables
totaling a total of $204,777 and reclassified the remaining receivables of
$65,485 to long term.  The remaining long term receivable are
comprised of a cash bond pledged as performance for the Jungo property and GST
tax receivable for the Government of Canada.








21





The gain
on extinguishment of debt related to the cancelling a past due amount on fees
owed to the President of the Company.





Net
income (loss) for the period ended to March 31, 2009 was a loss of ($84,779), as
compared to a net loss of ($82,474) for the period ended March 31,
2008.





Liquidity
and Capital Resources-March 31, 2009





At March
31, 2009, our cash was $-0- and we had currently liabilities of $1,006,022.
Since our inception on January 20, 2005, to the end of the period ended March
31, 2009, we have incurred losses of $1,289,827. We attribute our net loss to
having no revenues to offset our operating expenses. At March 31 2009, we had an
accumulated deficit of $1,289,827.





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





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





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








Future
Plans





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


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





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








22





Critical
Accounting Policies





Our
discussion and analysis of our financial condition and results of operations are
based upon our financial statements, which have been prepared in accordance with
accounting principles generally accepted in the United States of America. The
preparation of these consolidated financial statements requires us to make
estimates and judgments that affect the reported amounts of assets, liabilities,
revenues and expenses, and related disclosures of contingent assets and
liabilities. For a description of those estimates, see Note 3, Significant
Accounting Policies, contained in the explanatory notes to our audited financial
statements for the year ended December 31, 2007, contained in this Current
Report. On an on-going basis, we evaluate our estimates, including those related
to reserves, deferred tax assets and valuation allowance, impairment of
long-lived assets, fair value of equity instruments issued to consultants
for


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





Revenue
Recognition





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





Recent
Accounting Pronouncements





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





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





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.





ITEM 3. CONTROLS AND
PROCEDURES.





(a)
            Evaluation
      of Disclosure Controls and
Procedures





Management
is responsible for establishing and maintaining adequate internal control over
financial reporting as defined in Rule 13a-15(f) under the Exchange Act. This
rule defines internal control over financial reporting as a process designed by,
or under the supervision of Company management to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of
financial statements for external purposes in accordance with U.S.
GAAP.








23






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





-We
overlooked the inclusion of our “Management’s Annual Report on Internal Control
over Financial Reporting” in our initial Annual Report filed on Form 10-KSB for
the year ended December 31, 2007 and, as a result, we have determined that we
had a material weakness in our ability to determine certain changes in the laws
that affect our disclosure obligations.





-We also during 2007 we filed
quarterly report late.





-We lack
insufficient trained personnel in the accounting and financial reporting
function due to the size of our Company and our lack of financial resources to
pay such personnel.





-We do
not have a sufficient of employees to adequately segregate accounting duties to
provide for sufficient internal control.





In light
of the above weakness, we are developing a plan to ensure that we are aware of
changes in the laws that affect our disclosure obligations, to ensure that all
information required to be disclosed by us in the reports we submit under the
Exchange Act is recorded, processed, summarized and reported accurately and
timely. As of the date of this report, we have taken the following steps to
address the material weakness in our disclosure controls and
procedures:





1. Before each report is prepared, we will
review the SEC’s website (www.sec.gov) in an effort to determine any recent
changes in the laws affecting our disclosure obligations;
and




2. As each report is prepared, we will
discuss with our independent consultants, who assist us in the preparation of
the reports and financial statements included within the reports, whether they
are aware of any recent changes in the laws affecting our disclosure
obligations.





The
remainder of our plan involves seeking additional training of existing personnel
in the area of SEC reporting issues and/or, to the extent deemed necessary and
subject to financing, the possible hiring of personnel or outside consultants
who are familiar and conversant with SEC reporting issues. We also plan to allot
sufficient time and resources to conduct management’s review of internal control
over financial reporting prior to the end of the fiscal year ending December 31,
2008 and to timely file our “Management’s Report on Internal Control Over
Financial Reporting” in our Annual Report on Form 10 for the year ending
December 31, 2008.





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




During
the most recent quarter ended June 30, 2008, there has been no change in our
internal control over financial reporting (as defined in Rule 13a-15(f) and
15d-15(f) under the Exchange Act) that has materially affected, or is reasonably
likely to materially affect, our internal control over financial reporting.
However, as discussed above, changes have been implemented subsequent to the
period covered by this Form 10-K to add additional controls to correct the
material weakness in internal control over financial reporting.










24




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 Baljinder Bhullar, our Chief Financial
Officer and a member of our board of directors, and others with regards to
an alleged contractual obligation and resulting alleged restitution obligation
pursuant to an alleged settlement agreement entered into by Aultra Gold Inc. The
Action was commenced by Writ of Summons without a Statement of Claim. Six of
approximately 57 shareholders of Aultra Gold (Canada) decided not to participate
in the January 22, 2007 share exchange transaction the Company, despite facts
that four of the six complainants had executed their share exchange materials.
The six minority shareholders requested the return of their share subscription
funds from Aultra Gold (Canada), and a settlement arrangement was being
negotiated to accommodate their requests, with a prospective April 15th, 2007
closing date. These discussions were deferred pending receipt of certain public
financings in the Company. In early 2009 the Company received notice that a
judgement had been entered against the Company in the amount of CAD
$239,206.  The Company received no prior notice of a hearing. In
communications with the complainants attorney  stated that notice was
provided to an attorney who they believed was representing
Aultra.  This attorney denies representing Aultra.  Aultra
has no assets in Canada and intends to vigously defend itself should this action
be pursued in the United States.





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





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





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





Sales
of Unregistered Securities





The
following unregistered securities have been issued by us since December 31 2007,
and have not been previously disclosed in our Annual Report on Form 10-KSB or in
our Current Reports on Form 8-K:





First  fiscal
quarter ended March 31, 2009




None.




Purchases
of Equity Securities by the Small Business Issuer and Affiliated
Purchasers





None.









25








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





None.





ITEM
5. OTHER INFORMATION.




(a)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,
2008.





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











26









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.Date:
                May
      14, 2009
                By:
                /s/
      Rauno PerttuRauno
      PerttuPresident
      and Chief Executive OfficerDate:
                May
      14, 2009
                By:
                /s/Rauno
      PerttuRauno
      PerttuChief
      Financial Officer (and Acting Principal Accounting
Officer)