**UNITED
      STATES**




**SECURITIES
      AND EXCHANGE COMMISSION**




Washington,
      D.C. 20549




**FORM
      10-QSB**




(Mark
                One)


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




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




[ 
                ]
            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


Jacksonville
      OR 97530


(Address
      of principal executive offices)




(541)
      899-1915




Issuer's
      telephone number




Check
      whether the issuer (1) filed all reports required to be filed by Section 13
      or
      15(d) of the Exchange Act during the past twelve months (or for such shorter
      period that the registrant was required to file such reports), and (2) has
      been
      subject to such filing requirements for the past 90 days. Yes [X] No [ 
      ]




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




State
      the
      number of shares outstanding of each of the issuer's classes of common equity,
      as of the latest practicable date: As of August10, 2007, the Issuer had
      96,146,668 shares of common stock issued and outstanding.




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











1











**TABLE
      OF CONTENTS**







PART
                I. FINANCIAL INFORMATION**Page**ITEM 1.
            Financial
                Statements (unaudited)Balance
                Sheets at June 30, 2007 and December 31, 2006
            F-4Statements
                of Operations for the three months ended June 30, 2007 and
                2006
            F-5Statement
                of Cash Flows for the three months ended June 30, 2007 and
                2006
            F-7Notes
                to Financial Statements
            F-8-F-14ITEM 2
            Management’s
                Discussion and Analysis or Plan of Operation
            3ITEM 3
            Controls
                and Procedures
            9ITEM
                3A(T)
            Controls
                and Procedures
            10PART
                II. OTHER INFORMATIONITEM 1
            Legal
                Proceedings
            10ITEM 2.
            Unregistered
                Sales of Equity Securities and Use of Proceeds
            10ITEM 3.
            Defaults
                Upon Senior Securities
            11ITEM 4.
            Submission
                of Matters to a Vote of Security Holders.
            11ITEM 5.
            Other
                Information
            11ITEM 6
            Exhibits
            11Signatures
            12







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 June 30, 2007 are not necessarily
      indicative of the results that can be expected for the year ending December
      31,
      2007.




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






**AULTRA
                GOLD INC.****Financial
                Statements****(Expressed
                in US Dollars)****(unaudited)****June
                30, 2007**





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








F-1
 
 
 
 **AULTRA
        GOLD INC.**
 An
        Exploration Stage Company
 (Formerly
        New World Entertainment Corp.)
 Financial
        Statements
 June
        30,
        2007
 *(Stated
        in United States Dollars)*
 *(Unaudited)*
 
 
 
 
 F-2
   **MOORE
          & ASSOCIATES, CHARTERED**
 ***ACCOUNTANTS
          AND ADVISORS***
 ***PCAOB
          REGISTERED***
 
 
 **Report
          of Independent Registered Public Accounting Firm**
 
 
 **To
          the Board of Directors**
 Aultra
          Gold Inc (Formerly New World Entertainment).
 
 
 We
          have reviewed the accompanying
          balance sheet ofAultra Gold Inc (Formerly New World Entertainment).
as of June 30, 2007,
          and the
          related statements of income, retained earnings, and cash flows the six
          months
          then ended, in accordance with the standards of the Public Company Accounting
          Oversight Board (United States). All information included in these financial
          statements is the representation of the management ofAultra Gold Inc
          (Formerly New World Entertainment).
 
 A
          review
          consists principally of inquiries of company personnel and analytical procedures
          applied to financial data. It is substantially less in scope than an audit
          in
          accordance with generally accepted auditing standards, 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 review, we are not aware of any material modifications that should
          be made
          to the financial statements in order for them to be in conformity with
          generally
          accepted accounting principles.
 
 
 
 
 ***/s/
          Moore & Associates, Chartered***
 
 Moore
          & Associates, Chartered
 Las
          Vegas, Nevada
 September
          6, 2007
  
   
   
   ***2675
          S. JONES BLVD. SUITE 109, LAS VEGAS, NEVADA 89146 (702) 253-7499 Fax:
          (702)253-7501***
 
 F-3
 
 
 **Aultra
        Gold Inc.**
 An
        Exploration Stage Company
 (Formerly
        New World Entertainment Corp.)
 **Consolidated
        Balance Sheet**
 
 June
                  30
              
              
              December
                  31**A
                  S S E T S**
              
              
              2007
              
              
              2006$
              
              
              $**Current
                  Assets**
              
              (unaudited)Cash
              
              
              1,539
              
              
              
              58Interest
                  receivable and
                  prepaids
              
              
              225
              
              
              
              225Investment
                  in Lomiko (note
                  3)
              
              
              6,232
              
              
              
              -Accounts
                  receivable and accrued
                  receivables
              
              
              73,512
              
              
              
              -Notes
                  Receivable
              
              
              -
              
              
              
              3,250,000Total
                  Current
                  Assets
              
              
              81,509
              
              
              
              3,250,283**Other
                  Assets**Jungo
                  (note 6b)
              
              
              25,000****Related
                  Party Receivable (note 5)
              
              
              89,051
              
              
              
              -****Total
                  Other Assets
              
              
              114,051
              
              
              
              -**Total
                  Assets**
              
              ****
              **195,560**
              
              
              ****
              **3,250,283****L
                  I A B I L I T I E S   A N D   S T O C K H O
                  L D E R S ‘   E Q U I T Y****Current
                  Liabilities**Accounts
                  payable and accrued
                  liabilities
              
              
              139,211
              
              
              
              28,641Total
                  current liabilities
              
              
              139,211
              
              
              
              28,641**Long-Term
                  Liabilities**Loans
              
              
              -
              
              
              
              3,250,000**Total
                  Liabilities**
              
              ****
              **139,211**
              
              
              ****
              **3,278,641****S
                  H A R E H O L D E R S ’   E Q U I T
                  Y**Common
                  stock, $0.001 par value, 500,000,000 shares authorized:
                  96,146,668
                shares
                  issued and outstanding
                  (82,833,333 in 2006 (note 8(a))
              
              
              96,147
              
              
              
              82,233Additional
                paid-in capital
              
              
              318,709
              
              
              
              5,100Cumulative
                translation adjustment
              
              
              10,666
              
              
              
              -Accumulated
                  deficit during the exploration stage (January 25, 2005 to June
                  30, 2007)
              
              
              (369,173
              )
              
              
              (115,691
              )Total
                  shareholders’ equity
              
              
              56,349
              
              
              
              (28,358
              )**Total
                  liabilities and shareholders’ equity**
              
              ****
              **195,560**
              
              
              ****
              **3,250,283**
 
 Approved
        by the Board of Directors:
 /s/
              
              
              /s/Director
              
              
              Director
   F-4
   
 **Aultra
        Gold Inc.**
 An
        Exploration Stage Company
 (Formerly
        New World Entertainment Corp.)
 **Consolidated
        Statement of Operations and Deficit**
 *(Stated
        in United States Dollars)*
 
  **For
                  the three months ended**
              
              
              **For
                  the three months ended**
              
              
              **For
                  the six months ended**
              
              
              **For
                  the six months ended**
              
              
              **From
                  inception January 26, 2005 through****June
                  30**
              
              
              **June
                  30**
              
              
              **June
                  30**
              
              
              **June
                  30**
              
              
              **June
                  30**2007
              
              
              2006
              
              
              2007
              
              
              2006
              
              
              2007$
              
              
              $
              
              
              $
              
              
              $**REVENUE**
              
              
              0
              
              
              
              0
              
              
              
              0
              
              
              
              131
              
              
              
              131**Expenses**Filing
                  Fees
              
              
              3,665
              
              
              
              1,600
              
              
              
              1,557
              
              
              
              -
              
              
              
              5971Consultants
                  and contractors
              
              
              111,880
              
              
              
              -
              
              
              
              43,601
              
              
              
              -
              
              
              
              111,880Travel
              
              
              6,262
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              11,498Mineral
                  property
                  expenditures
              
              
              50,611
              
              
              
              9,240
              
              
              
              -
              
              
              
              -
              
              
              
              84,976Licensing,
                  permits and
                  fees
              
              
              11,272
              
              
              
              -
              
              
              
              5,997
              
              
              
              -
              
              
              
              11,272Marketing
              
              
              1,524
              
              
              
              5,236
              
              
              
              422
              
              
              
              -
              
              
              
              1,524Office
                  and sundry
              
              
              3,357
              
              
              
              1,448
              
              
              
              1,562
              
              
              
              -
              
              
              
              4,942Professional
                  fees
              
              
              42,428
              
              
              
              10,025
              
              
              
              15,429
              
              
              
              -
              
              
              
              102,003Rent
              
              
              26,621
              
              
              
              -
              
              
              
              14,114
              
              
              
              -
              
              
              
              26,621Insurance
              
              
              7,850
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              7,850Transfer
                  agent
              
              
              -
              
              
              
              748
              
              
              
              -
              
              
              
              86
              
              
              
              1,922**Loss
                  for the period**
              
              
              (265,470
              )
              
              
              (28,166
              )
              
              
              (82,680
              )
              
              
              45
              
              
              
              (370,328
              )**Other
                  Revenues and Expenses**Foreign
                  Exchange Gain/Loss
              
              
              4,154
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              4,154Gain
                  on Extinguishment of Debt
              
              
              10,833
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              10,833Shares
                  issued in lieu of payment for interest
                Loss
                  on Investment
              
              
              -
              
              
              
              (10,833
              )
              
              
              -
              
              
              
              (10,833
              )
              
              
              (10,833
              )**Deficit
                  – beginning of the period**
              
              
              (115,691
              )
              
              
              (50,106
              )
              
              
              (285,258
              )
              
              
              (78,317
              )
              
              
              -**Deficit
                  – end of period**
              
              
              (369,173
              )
              
              
              (89,105
              )
              
              
              (369,173
              )
              
              
              (89,105
              )
              
              
              (369.,173
              )Loss
                  per shares – basic and diluted
              
              
              (0.0050
              )
              
              
              (0.000
              )
              
              
              (0.0050
              )
              
              
              (0.000
              )Weighted
                  Average Number of Shares Outstanding
              
              
              74,079,627
              )
              
              
              80,427,777
              
              
              
              74,079,627
              
              
              
              80,427,777
   
 F-5
 **Aultra
        Gold Inc.**
 An
        Exploration Stage Company
 (Formerly
        New World Entertainment Corp.)
 **Consolidated
        Statement of Cash Flows**
 *(Stated
        in United States Dollars)*
 
 ****
 **Six
                  Months Ending**June
                  30
              
              
              June
                  302007
              
              
              2006$
              
              
              $**Cash
                  flows from operating activities**Loss
                  for the
                  period
              
              
              (253,482
              )
              
              
              (38,999
              )Changes
                  in:Interest
                  receivable and prepaid
                  expenses
              
              
              -
              
              
              
              106Accounts
                  receivables and accrued receivables
              
              
              (73,512
              )
              
              
              -Related
                  Party transactions
              
              
              (89,051
              )
              
              
              -Accounts
                  payable and accrued
                  liabilities
              
              
              110,570
              
              
              
              (20,227
              )Net
                  cash used in operating activities
              
              
              (51,993
              )
              
              
              (20,121
              )**Cash
                  flows from investing activities**Investments
              
              
              3,243,062
              
              
              
              (3,250,000
              )Cash
                  used in investing activities
              
              
              3,243,062
              
              
              
              (3,250,000
              )**Cash
                  flows from financing activities**Share
                  capital
                  issued
              
              
              303,355
              
              
              
              -Shares
                  issued in lieu of payment for interest on note
              
              
              -
              
              
              
              10,833Shares
                  issued for Jungo
              
              
              25,000
              
              
              
              -Jungo
              
              
              (25,000
              )
              
              
              -Paid-in
                  Capital
              
              
              10,000
              
              
              
              -Loans
              
              
              (3,250,000
              )
              
              
              -Shares
                  cancelled
              
              
              (10,833
              )
              
              
              -Net
                  cash received from financing activities
              
              
              (2,947,478
              )
              
              
              3,260,833Cumulative
                  translation adjustment
              
              
              10,666
              
              
              
              -**Net
                  increase in cash**
              
              
              1,481
              
              
              
              (48,287
              ))**Cash
                  – beginning of period**
              
              
              58
              
              
              
              48,381
              )**Cash
                  – end of period**
              
              
              1,539
              
              
              
              94
              )
 
 
 F-6
 
 
 
 **Aultra
        Gold Inc.**
 An
        Exploration Stage Company
 (Formerly
        New World Entertainment Corp.)
 **Consolidated
        Statements of Stockholders’ Equity**
 *(Stated
        in United States Dollars)*
 
 
 Common
                  StockShares
              
              
              Amount
              
              
              Additional
                  Paid-in Capital
              
              
              Accumulated
                  Deficit
              
              
              Total
                  Equity (Deficit)$
              
              
              $
              
              
              $
              
              
              $Balance
                  at inception Jan. 26, 2005
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -Common
                  shares issued for cash at $0.00005 per share, February
                  9,2005
              
              
              30,000,000
              
              
              
              30,000
              
              
              
              (28,500
              )
              
              
              -
              
              
              
              1,500Common
                  shares issued for cash at $0.00005 per share, February
                  17,2005
              
              
              30,000,000
              
              
              
              30,000
              
              
              
              (15,000
              )
              
              
              -
              
              
              
              15,000Common
                  shares issued for cash at $0.00005 per share, March 7,2005
              
              
              11,000,000
              
              
              
              11,000
              
              
              
              44,000
              
              
              
              -
              
              
              
              55,000Common
                  shares issued for cash at $0.0125 per share, April 8,2005
              
              
              400,000
              
              
              
              400
              
              
              
              4,600
              
              
              
              -
              
              
              
              5,000Shares
                  issued in lieu of payment forInterest
                  on promissory note, May 2006
              
              
              10,833,333
              
              
              
              10,833
              
              
              
              -
              
              
              
              -
              
              
              
              10,833Cumulative
                  Net (Loss)
              
              
              -
              
              
              
              -
              
              
              
              
              
              
              
              (115,691
              )
              
              
              (115,691
              )Balance,
                  December 31, 2006
              
              
              82,233,333
              
              
              
              82,233
              
              
              
              5,100
              
              
              
              (115,691
              )
              
              
              (28,358
              )Shares
                  cancelled on acquisition
              
              
              (10,833,333
              )
              
              
              (10,833
              
              
              
              -
              
              
              
              -
              
              
              
              (10,833
              )Shares
                  issued in acquisition January 22, 2007
              
              
              24,496,668
              
              
              
              24,497
              
              
              
              -21,141
              
              
              
              -
              
              
              
              3,356Common
                  shares issued for cash at $1.50 per share, January 22,
                  2007
              
              
              200,000
              
              
              
              200
              
              
              
              299,800
              
              
              
              -
              
              
              
              300,000Common
                shares reissued for cashat
                $0.50 per share, April 30, 2007
              
              
              -
              
              
              
              -
              
              
              
              10,000
              
              
              
              -
              
              
              
              10,000Common
                  shares issued for JungoRights
                  at $0.50 June 1, 2007
              
              
              50,000
              
              
              
              50
              
              
              
              24,950
              
              
              
              -
              
              
              
              25,000Foreign
                  exchange
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              10,666
              
              
              
              10,666Net
                  (Loss) for the period
              
              
              -
              
              
              
              -
              
              
              
              
              
              
              
              (253,482
              )
              
              
              (253,482
              )Balance,
                  June 30, 2007
              
              
              96,146,668
              
              
              
              96,147
              
              
              
              318,709
              
              
              
              (369,173
              )
              
              
              56,349
    F-7
  **Aultra
        Gold Inc.**
 An
        Exploration Stage Company
 (Formerly
        New World Entertainment Corp.)
 Notes
        to
        Financial Statements
 June
        30,
        2007
 *(Stated
        in United States Dollars)*
 
 **1.      Nature
        of Operations**
 
 **a)** **Organization**
 
 Aultra
        Gold Inc. (the “Company”) was incorporated under the laws of the State of Nevada
        on January 26, 2005 as Katie Gold Corp. and it was primarily engaged in the
        acquisition and exploration of mining properties until April
        2006.  The Company’s fiscal year end is December 31.
 
 On
        March
        21, 2006, a Certificate of Amendment was filed with the Secretary of State
        in
        Nevada to change the name of the Company from Katie Gold Corp. to Morningstar
        Industrial Holdings Corp.  At this time, the Company was still engaged
        in the acquisition and exploration of mining properties.
 
 On
        April
        26, 2006, the Company filed Articles of Merger with the Secretary of State
        in
        Nevada to merge with New World Entertainment Corp., a private company
        incorporated in Nevada.  As a result of the merger, the Company
        changed its business and its name from Morningstar Industrial Holdings Corp.
        to
        New World Entertainment Corp.
 
 On
        December 7, 2006, a Certificate of Amendment was filed with the Secretary
        of
        State in Nevada to change the name of the Company from New World Entertainment
        Corp. to Aultra Gold Inc.  The Nevada Secretary of Stated declared the
        amendment effective on January 18, 2007.
 
 On
        January 22, 2007, the Company entered into a definitive Share Exchange Agreement
        (the “Agreement”) with Strategic Minerals Inc., a Nevada corporation, Aultra
        Gold Inc. (fka Dutch Mining (Canada) Ltd.) (“AGI”), a company formed under the
        laws of the Province of British Columbia, and certain other shareholders
        of
        AGI.  Pursuant to the Agreement, which is subject to certain
        regulatory approval, the Company agreed to acquire 100% of the outstanding
        equity of AGI from the stockholders of AGI (the “AGI Shareholders”) in exchange
        for the issuance by the Company to the AGI Shareholders of one share of common
        stock, $0.001 par value (the “Common Stock”), of the Company for each issued
        common share of AGI (the “Acquisition”).  Therefore, subject to
        certain regulatory approval, the Company shall be required to issue 24,496,668
        shares of Common Stock to the AGI Shareholders (the “Consideration Shares”) and
        there will be approximately a total of 95,896,668 shares of Common Stock
        issued
        and outstanding subsequent to the Acquisition.  AGI was incorporated
        on January 20, 2006 in Canada under the Business Corporations Act of British
        Columbia.  AGI’s main business is acquiring and exploring gold and
        mineral properties with proven and probable reserves principally located
        in
        Nevada and Montana, USA, with the objective of identifying gold and mineralized
        deposits economically worthy of continued production and/or subsequent
        development, mining or sale.
 
 **b)** **Change
        of Business**
 
 On
        April
        26, 2006, the Company filed Articles of Merger with the Secretary of State
        in
        Nevada to change its name from Morningstar Industrial Holdings Corp. and
        underwent a change in management and direction and was involved in the
        acquisition and licensing of online gaming technologies.
 
 On
        May
        12, 2006 the Company entered into a share exchange agreement with Liverpoole
        Inc., a privately-owned corporation organized under the laws of Antigua,
        for the
        acquisition of all of the issued and outstanding shares of Liverpoole in
        exchange for 25,000,000 shares of the Company, upon completion of the
        agreement.  In connection therewith, in order to secure the right to
        enter into such agreement with Liverpoole, the Company entered into an agreement
        with World Mobile Network Corp., a publicly-held corporation, pursuant to
        which,
        upon the completion of the agreement, World Mobile Network Corp. agreed to
        assign its exclusive right to acquire Liverpoole to the Company in exchange
        for
        20,000,000 shares of the Company.  As of December 31, 2006, these
        agreements have not been finalized.
 
 Effective
        January 22, 2007 this transaction was terminated.
 
 Effective
        January 22, 2007, all management and directorship changed.
 
 F-8
 **c)** **Going
        Concern**
 
 The
        accompanying financial statements have been prepared assuming the Company
        will
        continue as a going concern.  The Company’s financial statements are
        prepared using generally accepted accounting principles applicable to a going
        concern which contemplates the realization of assets and liquidation of
        liabilities in the normal course of business.
 
 As
        shown
        in the accompanying financial statements, the Company has incurred a net
        loss of
        $354,173 for the period from January 26, 2005 (inception) to June 30,
        2007.  The future of the Company is dependent upon its ability to
        obtain financing and upon future profitable operations from the development
        of
        acquisitions.  Management has plans to seek additional capital through
        a private placement and public offering of its common stock.  The
        financial statements do not include any adjustments relating to the
        recoverability and classification of recorded assets, or the amounts of and
        classification of liabilities that might be necessary in the event the Company
        cannot continue in existence.  The accompanying financial statements
        do not include any adjustments that might be necessary if the Company is
        unable
        to continue as a going concern.
 
 **d)      Share
        Exchange Agreement with Liverpoole Inc.**
 
 On
        May
        12, 2006 the Company entered into a share exchange agreement with Liverpoole
        Inc., a privately-owned corporation organized under the laws of Antigua,
        for the
        acquisition of all of the issued and outstanding shares of Liverpoole in
        exchange for 25,000,000 shares of the Company, upon completion of the
        agreement.  In connection therewith, in order to secure the right to
        enter into such agreement with Liverpoole, the Company entered into an agreement
        with World Mobile Network Corp., a publicly-held corporation, pursuant to
        which,
        upon the completion of the agreement, World Mobile Network Corp. agreed to
        assign its exclusive right to acquire Liverpoole to the Company in exchange
        for
        20,000,000 shares of the Company.  As of December 31, 2006, these
        agreements have not been finalized.
 
 Effective
        January 22, 2007, termination of the May 12, 2006 Share Exchange Agreement
        with
        Liverpoole Inc. and World Mobile Network Corp.
 
 
 **2.**
              **Significant
                  Accounting Policies**
 
 **a)      Basis
        of Accounting**
 
 These
        financial statements are prepared in accordance with generally accepted
        accounting principles (“GAAP”) in United States.  The Company has
        elected a December 31 year-end.  Summarized below are those policies
        considered particularly significant to the Company.
 
 **b)      Use
        of Estimates**
 
 The
        preparation of financial statements in conformity with United States generally
        accepted accounting principles requires management to make estimates and
        assumptions that affect the reported amounts of assets and liabilities and
        the
        disclosure of any contingent assets and liabilities as at the date of the
        financial statements, as well as the reported amounts of revenues earned
        and
        expenses incurred during the period.  Actual results could differ from
        those estimates.
 
 **c)      Financial
        Instruments and Financial Risk**
 
 The
        Company’s financial instruments consists of cash, prepaid expenses, investments,
        accounts payable and accrued liabilities, the fair values of which approximate
        their carrying amounts due to the short-term nature of these
        instruments.
 
 **d)      Cash**
 
 For
        the
        purposes of the statement of cash flows, the company considers all funds
        held in
        its bank accounts and funds held in trust by third parties as cash.
 
 F-9
 
 **e)      Investment
        in mining properties**
 
 Prospecting
        and exploration costs incurred in the search for new mineral properties are
        charged to expense as incurred.  Direct costs associated with the
        development of identified reserves are capitalized until the related geologic
        areas are either put into production, sold or abandoned.  As of
        December 31, 2006 there were no geologic areas under production.
 
 **f)      Loss
        per
        Share**
 
 Basic
        loss per share is computed by dividing loss attributable to common shareholders
        by the weighted average number of common shares outstanding during the
        period.  Fully diluted loss per share is not disclosed as it is
        anti-dilutive.
  **g)      Management’s
        Estimates**
 
 The
        preparation of financial statements in conformity with United States generally
        accepted accounting principles requires management to make estimates and
        assumptions that affect the reported amounts of assets and liabilities and
        disclosure of contingent assets and liabilities at the dates of the financial
        statements and the reported amounts of revenues and expenses during the reported
        periods.  Actual results could differ from those
        estimates.
 
 **h)      Loan
        Agreement**
 
 On
        May 3,
        2006, the Company entered into a $3,250,000 secured Loan Agreement (the “Loan
        Agreement”) with 555 Holdings LLC, Nevada limited liability company, and Global
        Developments Inc., a Nevada company (collectively the “Lenders”), pursuant to
        which Loan Agreement the Company issued $3,250,000 in aggregate principal
        amount
        of promissory notes (collectively the “Notes”) to the Lenders.  In
        lieu of the interest on the Notes, the Company agreed to simultaneously with
        the
        issuance of the Notes to issue three and one third shares of common stock,
        $0.001 par value per share (the “Common Stock”), of restricted stock of the
        Company for every dollar loaned by the Lenders, amounting to 10,833,333 shares
        of Common Stock (the “Shares”).  The issuance of the Note was exempt
        from registration requirements of the Securities Act of 1933 (the “Securities
        Act”) pursuant to Section 4(2) of such Securities Act and/or Regulation D
        promulgated thereunder based upon the representations of the Investor that
        it is
        an “accredited investor” (as defined under Rule 501 of Regulation D) and that it
        was purchasing such securities without a present view toward a distribution
        of
        the securities.  In addition, there was no general advertisement
        conducted in connection with the sales of the securities.
 
 On
        May
        30, 2006 the Company entered into an un-secured Loan Agreement with Liverpoole
        Inc., a privately-owned corporation organized under the laws of Antigua for
        $3,250,000.  Such Loan Agreement is for a 1 (one) year term commencing
        on May 30, 2006 with an annual interest of 7 (seven) percent.
 
 Effective
        January 22, 2007, termination of the May 3, 2006 Loan Agreement for $3,250,000
        with 555 Holdings LLC.
  **i)      Share
        Capital**
 
 Share
        capital issued for non-monetary consideration is recorded at an amount based
        upon fair market value as estimated by management.
 
 **j)      Comprehensive
        Income**
 
 The
        Company applies Statement of Financial Accounting Standards No. 130 Reporting
        Comprehensive Income (SFAS No. 130).  Comprehensive income is defined
        as the change in equity of a business enterprise during a period from
        transactions and other events and circumstances from non owner
        sources.  It includes all changes in equity during a period except
        from those resulting from investments by owners and distributions to
        owners.
 
 **k)      Income
        taxes**
 
 Deferred
        Income taxes are provided for temporary differences between the financial
        reporting and tax basis of assets and liabilities using enacted tax laws
        and
        rates for the years when the differences are expected to reverse.
  **l)      Stock
        based compensation**
 
 The
        Company accounts for stock-based compensation in accordance with SFAS No.
        123
        for “Accounting for stock-based compensation” and related
        interpretations.  The company currently has no stock options
        outstanding.
 
 F-10
  The
        Company’s Board of Directors agreed to the adoption of the Stock Option Plan and
        ratified it on January 25, 2007 effective as of February 1, 2007 providing
        the
        issuance of up to 5,225,000 shares of Common Stock of the Company to the
        officers, directors, employees and consultants of the Company an/or its
        subsidiaries.  Pursuant to the Stock Option Plan, the Company granted
        options to purchase an aggregate of 200,000 shares of Common Stock at $1.50
        per
        share to the newly appointed directors and officers that held options to
        purchase ordinary shares of the Company following the completion of the
        acquisition, as well as to the newly appointed directors and officers of
        the
        Company.
 
 The
        principal terms and conditions of the stock options granted under the Stock
        Option Plan are that the vesting of the options granted to Directors of the
        Company occurs in three stages:  (1) 50% on January 25, 2008; (2) 25%
        on January 25, 2009; and (3) 25% on January 25, 2010.  The options
        granted are exercisable at $1.50 per share.  Furthermore, the stock
        options granted under the Stock Option Plan are generally non-transferable
        other
        than to a legal or beneficial holder of the options upon the option holder’s
        death.  The rights to vested but unexercised options cease to be
        effective:  (1) 18 months after death of the stock options holder; (2)
        6 months after Change of Control of the Company; (3) 12 months after loss
        of
        office due to health related incapacity or redundancy; or (4) 12 months after
        the retirement of the options holder from a position with AGI.
 
 **m)**                 **Asset
        retirement****obligations**
 
 Asset
        retirement obligations requires recognition of a legal liability for obligations
        relating to retirement of property, plant and equipment, and arising from
        the
        acquisition, construction, development, or normal operation of those assets.
        Such asset retirement cost, must be recognized at fair value, when a reasonable
        estimate of fair value can be estimated, in the period in which it is incurred,
        added to the carrying value of the asset, and amortized into income on a
        systematic basis over its useful life.
 
 As
        at March 31, 2007, the Company does
        not have any asset retirement obligations.
 
 **3.      Investment**
 
 Details
        are as follows:
  Number
                  of shares
              
              
              **Market
                  Value**
              
              
              Cost$
              
              
              **$**Lomiko
                  Resources Inc. (formerly Lomiko Enterprises Ltd.)
              
              
              20,000
              
              
              ****
              **6,232**
              
              
              
              8,849
              )
 
 This
        investment represents a minority
        interest of less than 10%.  The shares were valued is stated as
        at
 June
        30, 2007.
 
 **4.**
              **Acquisition
                  of Subsidiary**
 
 On
        January 22, 2007, the Company entered into a definitive Share Exchange Agreement
        (the “Agreement”) with Strategic Minerals Inc., a Nevada corporation, Aultra
        Gold Inc. (fka Dutch Mining (Canada) Ltd.) (“AGI”), a company formed under the
        laws of the Province of British Columbia, and certain other shareholders
        of
        AGI.  Pursuant to the Agreement, which is subject to certain
        regulatory approval, the Company agreed to acquire 100% of the outstanding
        equity of AGI from the stockholders of AGI (the “AGI Shareholders”) in exchange
        for the issuance by the Company to the AGI Shareholders of one share of common
        stock, $0.001 par value (the “Common Stock”), of the Company for each issued
        common share of AGI (the “Acquisition”).  Therefore, subject to
        certain regulatory approval, the Company shall be required to issue 24,496,668
        shares of Common Stock to the AGI Shareholders (the “Consideration Shares”) and
        there will be approximately a total of 95,896,668 shares of Common Stock
        issued
        and outstanding subsequent to the Acquisition.
 
 The
        purchase method of accounting has been applied with the shares issued as
        consideration being recorded at $3,356 that being the value given up after
        considering price fluctuations, liquidity issues and exchange
        rates.
 
 At
        the
        date of the acquisition, the value of the identifiable net assets of AGI
        was as
        follows:
  **Assets**Cash
                
                $
                256,316Investment
                  in
                  Lomiko
                
                
                8,066Accounts
                  receivable and accrued receivables
                
                
                77,541**Liabilities**
                
                $
                341,923Accounts
                  payable and accrued payables
                
                $
                38,981Intercompany
                  transactions
                
                
                299,586338,567**Total
                  purchase price**
                
                $
                3,356
 
  F-11
 
 
 **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
        June 30, 2007, the Company has a receivable MB Primes Management Ltd. (“MB
        Primes”), a company with directors in common, $61,995, which is to be collected
        during this fiscal year.
 
 As
        at
        June 30, 2007 the Company has a receivable with Bio Remediation Inc. (“Bio
        Remediation”), a company with directors in common, $27,056, which is to be
        collected during this fiscal year.
 
 The
        Company acquired its Basin Gulch Property from a private company, one principal
        of whom is a common director with the Company.  Refer to Note
        6.
 
 **6.      Mineral
        Property Interests**
 
 a)      Basin
        Gulch Property
 Montana,
        USA
 
 On
        May
        31, 2006, the Subsidiary Aultra Gold Inc . (formerly known as Dutch Mining
        (Canada) Ltd.) acquired Basin Gulch Property, consisting of eleven patented
        mineral claims of 217.9 acres, paid by the issuance of 20,000,000 shares
        of the
        Company.  The share issuance has been recorded at the carrying costs
        of the property to the optionor, as the optionor is a related party to the
        company and as there has been no substantial change in ownership of the property
        by the optionors (nominal amount), who received 20,000,000 shares of the
        24,496,668 shares outstanding of the Subsidiary.
 
 The
        three-stage agreement is structured as follows:
 
 Stage
        1 initial
        payment:
 The
        Subsidiary paid an initial cash
        payment of $10,000 and must fulfill the following:
 i)
        on or
        before July 30, 2006 report all the exploration and studies conducted on
        the
        Property.
 
 Stage
        2 advance production
        royalties:
 To
        further evaluate and develop the
        minerals, the Subsidiary must fulfill the following
 i)  on
        or before June 10,
        2006, the Company must make a cash payment of $15,000 (paid);
 ii)
        on or
        before September 10, 2006 the Company must make a cash payment of $25,000
        (paid);
 iii)
        the
        Company must make a cash payment of $50,000 due on March 10 and September
        10 of
        each year until production has commenced.
 
 Stage
        3 production
        royalties:
 Upon
        commencement of production, the
        Subsidiary will pay the greater of:
 i)      a
        twice annual cash payment of $50,000 due on March 10 and September 10 of
        each
        year;
 ii) 3%
        of the
        gross sales receipts of the gold and silver sold, due semi-annually on March
        10
        and September 10 of each year;
 
 Should
        production be suspended for a period of 6 months or longer, the twice annual
        advance production royalty of $50,000 listed above will resume.
 
 Upon
        the
        completion of payments totalling 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
 
 F-12
 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).
 
 **7.**
              **Share
                  Capital**
 
 a)
              Details
                  of share capital are as follows:
 Authorized:
        500,000,000 common shares with a par value of $.001
 Number
                  ofShares
              
              
              Amount$Issued:Balance
                  – inception January 26, 2005
              
              
              -
              
              
              
              -Common
                  Shares issued
              
              
              71,400,000
              
              
              
              71,400Shares
                  issued in lieu of promissory note
              
              
              10,833,333
              
              
              
              10,833Restricted
                  common shares issued
              
              
              24,496,668
              
              
              
              24,497Restricted
                  Common Shares issued for Jungo
              
              
              50,000
              
              
              
              50Common
                  Shares issued
              
              
              200,000
              
              
              
              200Shares
                  cancelled
              
              
              (10,833,333
              )
              
              
              (10,833
              )Balance
                  – June 30, 2007
              
              
              96,146,668
              
              
              
              96,147
 
 b)
              On
                  January 23, 2007, the Company entered into a Private Placement
                  Agreement
                  with 555 Holdings LLC, a Nevada limited liability company (“555 LLC”),
                  whereby it sold 200,000 units (each a “Unit”, and collectively the
                  “Units”) to 555 LLC at a price of $1.50 per Unit, for gross proceeds of
                  $300,000.  Each Unit consists of one share of Common Stock of
                  the Company and one non-transferable Common Stock purchase warrant
                  (a
                  “Warrant”).  Each Warrant will entitle 555 LLC to purchase one
                  share of the Common Stock of the Company for a period of one year
                  commencing from the Closing Date at an exercise price of $2.50
                  per
                  share.
 
 c)
              Refer
                  to note 9.
 
 
 **8.       Income
        Taxes**
 
 A
        reconciliation of income taxes at statutory rates is as follows:
 
 2007$Net
                  loss for the Six Months Ending
              
              
              (253,482
              )Total
                  income taxes
              
              
              -
 
 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.
  **Income
                    Tax Operating**
                  **Loss
                    Carry Forward****Amount**
                
                
                
                **Expiry
                    Date**2005
                
                $
                24,981
                
                
                
                20252006
                
                $
                90,710
                
                
                
                20262007
                
                $
                253,482
                
                
                
                2027**Total
                    income tax operating loss carry forward**
                
                $
                **369,173**
 
 
 **9.**
              **Commitments**
 
 a)
              The
                  Company has a lease for premises which expires on October 31,
                  2008.
 
 Minimum
        basic rent of $2,750 (CDN) per month is paid as follows:
 
 Amount2007
              
              $
              33,0002008
              
              
              33,0002009
              
              
              2,750$
              68,750
 
 In
        addition to the basic rent, the Company is responsible for its proportionate
        share of property taxes and operating costs.
 
 b)
              By
                  agreement dated February 15, 2006, the Company entered into a five-year
                  consulting agreement with a company that has directors and officers
                  in
                  common.  The monthly payments for general consulting services
                  are $55,000 (CDN) and the flat fee for other disbursements is $1,500
                  (CDN).  All payments relating to extra ordinary expenses,
                  investor awareness program, media relations, and corporate identity
                  program are based on actual cost plus
                  10%.
 
 Amount2007
              
              $
              678,0002008
              
              
              678,0002009
              
              
              678,0002010
              
              
              678,0002011
              
              
              226,000$
              2,938,000
 
 
 The
        Company is also required to obtain comprehensive liability insurance of not
        less
        than $5,000,000 (CDN), automotive liability of not less than $2,000,000 (CDN),
        and professional liability insurance of not less than $5,000,000
        (CDN).  In addition, the Company is required to provide 90 day notice
        of renewal annually for subsequent one-year periods on the same terms and
        conditions as the original term.  The Consultant may terminate the
        agreement at any time for any reason by providing written notice to the
        Company.
 
 Effective
        September 30, 2007 this
        agreement has been suspended.
 
 
 **10.           Subsequent
        Events**
 
 Effective
        September 1, 2007 Commitment
        9(a) on leased premises will be terminated.
 
 F-13
 **11.           Recent
        Accounting Pronouncements**
 
 In
        February 2007, the Financial Accounting Standards Board (the “FASB”) issued SFAS
        No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities”
(SFAS 159).  SFAS 159 allows the company to choose to measure many
        financial assets and financial liabilities at fair value.  Unrealized gains
        and losses on items for which the fair value option has been elected are
        reported in earnings.  SFAS 159 is effective for fiscal years beginning
        after November 15, 2007.  The Company is currently evaluating the
        requirements of SFAS 159 and the potential impact on the Company’s financial
        statements.
 
 In
        September 2006, the FASB issued SFAS No. 158, “Employers’ Accounting for Defined
        Benefit Pension and Other Postretirement Plans – an amendment of FASB Statements
        No. 87, 88, 106 and 132(R)” (SFAS 158”). SFAS 158 requires an employer that
        sponsors one or more single-employer defined benefit plans to (a) recognize
        the
        overfunded or underfunded status of a benefit plan in its statement of financial
        position, (b) recognize as a component of other comprehensive income, net
        of
        tax, the gains or losses and prior service costs or credits that arise during
        the period but are not recognized as components of net periodic benefit cost
        pursuant to SFAS 87, “Employers’ Accounting for Pensions”, or SFAS 106,
“Employers’ Accounting for Postretirement Benefits Other Than Pensions”, (c)
        measure defined benefit plan assets and obligations as of the date of the
        employer’s fiscal year-end, and (d) disclose in the notes to financial
        statements additional information about certain effects on net periodic benefit
        cost for the next fiscal year that arise from delayed recognition of the
        gains
        or losses, prior service costs or credits, and transition asset or obligation.
        SFAS 158 is effective for the Company’s fiscal year ending December 31, 2007.
        The adoption of SFAS No. 158 is not expected to have a material impact on
        the Company’s financial position, results of operations or cash
        flows.
 
 In
        September 2006, the FASB issued SFAS No. 157, "Fair Value Measurement" ("SFAS
        157"). The Statement provides guidance for using fair value to measure assets
        and liabilities. The Statement also expands disclosures about the extent
        to
        which companies measure assets and liabilities at fair value, the information
        used to measure fair value, and the effect of fair value measurement on
        earnings. This Statement applies under other accounting pronouncements that
        require or permit fair value measurements. This Statement does not expand
        the
        use of fair value measurements in any new circumstances. Under this Statement,
        fair value refers to the price that would be received to sell an asset or
        paid
        to transfer a liability in an orderly transaction between market participants
        in
        the market in which the entity transacts. SFAS 157 is effective for the Company
        for fair value measurements and disclosures made by the Company in its fiscal
        year beginning on January 1, 2008. The Company is currently reviewing the
        impact
        of this statement.
 
 In
        March
        2006, the FASB issued SFAS No. 156, “*Accounting for Servicing of
        Financial Assets*”, which amends SFAS No. 140 “*Accounting for Transfers
        and Servicing of Financial Assets and Extinguishments of
        Liabilities*”.  SFAS No. 156 may be adopted as early as 1 January
        2006, for calendar year-end entities, provided that no interim financial
        statements have been issued.  Those not choosing to early adopt are
        required to apply the provisions as of the beginning of the first fiscal
        year
        that begins after 15 September 2006 (e.g. 1 January 2007, for calendar year-end
        entities).  The intention of the new statement is to simplify accounting
        for separately recognized servicing assets and liabilities, such as those
        common
        with mortgage securitization activities, as well as to simplify efforts to
        obtain hedge-like accounting.  Specifically, the FASB said SFAS No. 156
        permits a service using derivative financial instruments to report both the
        derivative financial instrument and related servicing asset or liability
        by
        using a consistent measurement attribute, or fair value.  The adoption of
        SFAS No. 156 is not expected to have a material impact on the Company’s
        financial position, results of operations or cash flows.
 
 In
        February 2006, the FASB issued SFAS No. 155, “*Accounting for Certain
        Hybrid Financial Instruments*”, which amends SFAS No. 133,
“*Accounting for Derivative Instruments and Hedging Activities*” and SFAS
        No. 140.  SFAS No. 155 permits fair value measurement for
        any hybrid financial instrument that contains an embedded derivative that
        otherwise would require bifurcation, establishes a requirement to evaluate
        interests in securitized financial assets to identify interests that are
        freestanding derivatives or hybrid financial instruments containing embedded
        derivatives.  The adoption of SFAS No. 155 is not expected to
        have a material impact on the Company’s financial position, results of
        operations or cash flows.


F-14





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




**Cautionary
      Statement Regarding Forward-Looking Statements**





Some
      of
      the statements contained in this Six Month Ending Report that are not historical
      facts are "forward-looking statements" which can be identified by the use of
      terminology such as "estimates," "projects," "plans," "believes," "expects,"
      "anticipates," "intends," or the negative or other variations, or by discussions
      of strategy that involve risks and uncertainties. We urge you to be cautious
      of
      the forward-looking statements, that such statements, which are contained in
      this Six Month Ending Report, reflect our current beliefs with respect to future
      events and involve known and unknown risks, uncertainties and other factors
      affecting our operations, market growth, services, products and licenses. No
      assurances can be given regarding the achievement of future results, as actual
      results may differ materially as a result of the risks we face, and actual
      events may differ from the assumptions underlying the statements that have
      been
      made regarding anticipated events. In evaluating these statements, you should
      consider various factors, including the risks discussed below, and, from time
      to
      time, in other reports we file with the United States Securities and Exchange
      Commission (the “SEC”), including our Annual Report on Form 10-KSB for the year
      ended December 31, 2006. Factors that may cause actual results, our performance
      or achievements, or industry results, to differ materially from those
      contemplated by such forward-looking statements include without
      limitation:




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




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




3.
      Commodity price fluctuations;




4.
      Availability of goods and services; and





5.
      Variations in geological conditions.




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




**RISK
      FACTORS**




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




**INTRODUCTION**




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




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





***Organizational
      History***


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





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





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





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.




3






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





On
      January 22, 2007, we entered into a Share Exchange Agreement to issue 24,496,668
      shares of our common stock and we expect a total of 95,896,668 shares of commons
      tock will be issued and outstanding as a result of this issuance.





On
      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 150,000,000 shares. The increase to 500,000,000
      was
      approved by our shareholders holding majority of our issued and outstanding
      shares of common stock as of April 26, 2006, and our filing of a Certificate
      of
      Amendment on January 18, 2007, erroneously referenced that we were only
      authorized to issue up to 150,000,000 shares of our common stock.





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





Our
      fiscal year end is December 31.





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





**RECENT
      DEVELOPMENTS**





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








4







**PLAN
      OF OPERATION**





Based
      upon the net proceeds of $300,000 we received in connection with the January
      23,
      2007 private placement we believe we can satisfy our core cash requirements
      in
      terms of maintaining our interest in the Basin Gulch Property for the next
      12
      months. In addition, we have taken steps to negotiate a settlement with Dutch
      Mining LLC with respect to a loan receivable of $400,000 that is due and payable
      to AGI. While we have sufficient funds to conduct the April 2007 work phases
      of
      further drilling and assaying, and completion of the mine plan on the Basin
      Gulch Property, we will require additional financing in order to complete the
      work associated with the projected cost to initial production, totaling
      estimated at $6,850,000. The entire estimated costs of our plan for mining
      operations, assuming the diatreme targets for the Basin Gulch property are
      $21,850,000. ****





**Basin
      Gulch Management**





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





Our
      officers and directors will handle our administrative duties with the help
      of
      three consultants as discussed below. Mr. Rauno Perttu, our CEO, has more than
      35 years in economic geology and management. He discovered and explored the
      Basin Gulch property. AGI recently retained Mr. David Hembree as an additional
      experienced mining geologist with underground management experience. As needed,
      Mr. Hembree will be supported by a younger field geologist, Mr. Brian Perttu,
      who is a consultant on an as needed basis for AGI.





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





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





As
      a
      result of the Exchange Agreement, (i) AGI became our wholly-owned subsidiary,
      and (ii) we succeeded to the business of AGI, which was formed in January 2006,
      as our sole business. Our results of operations for the nine months ended
      September 30, 2006 are set forth on the unaudited pro forma condensed combined
      consolidated financial statement attached to this Current Report, giving effect
      to the acquisition of AGI. This discussion and analysis should be read in
      conjunction with the financial statements and notes, and pro forma financial
      statements and notes, included with this Current Report.




**Cost
      and revenue assumptions—Basin Gulch**





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





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





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





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





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





5


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




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





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





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





**Results
      of Operations - Benton Property Rights Terminated**





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





Since
      its
      inception on January 20, 2006, AGI has incurred the following expenses.
      Operating costs were $648,611. Mining development and explorations costs were
      $53,181 with related administrative costs of $15,928. Extraordinary costs of
      $393,373 were incurred with respect to AGI’s investment in the Benton Mine
      Property, in Josephine County, Southwestern Oregon, which was written off in
      connection with a decision by management to discontinue funding mining
      operations under an agreement that has been terminated by AGI with Dutch Mining
      LLC. AGI had obtained mining rights to the Benton Mine gold project through
      a
      direct buy out of the controlling rights from Dutch Mining, LLC (DMO), a limited
      liability company formed in 1994 in Merlin, Oregon, USA. In 1994, DMO acquired
      by assignment a Mining Lease and Option to Purchase covering the Benton Mine
      Group, which consists of 24 mining claims in good standing.





6




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





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







**General
      and Administrative Expenses**





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





**Liquidity
      and Capital Resources**





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





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





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





**Critical
      Accounting Policies**





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





**Revenue
      Recognition**





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





7


**Recent
      Accounting Pronouncements**





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





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





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





In
      March
      2006, the FASB issued SFAS No. 156, “*Accounting for Servicing of
      Financial Assets*”, which amends SFAS No. 140 “*Accounting for Transfers
      and Servicing of Financial Assets and Extinguishments of
      Liabilities*”.  SFAS No. 156 may be adopted as early as 1 January
      2006, for calendar year-end entities, provided that no interim financial
      statements have been issued.  Those not choosing to early adopt are
      required to apply the provisions as of the beginning of the first fiscal year
      that begins after 15 September 2006 (e.g. 1 January 2007, for calendar year-end
      entities).  The intention of the new statement is to simplify accounting
      for separately recognized servicing assets and liabilities, such as those common
      with mortgage securitization activities, as well as to simplify efforts to
      obtain hedge-like accounting.  Specifically, the FASB said SFAS No. 156
      permits a service using derivative financial instruments to report both the
      derivative financial instrument and related servicing asset or liability by
      using a consistent measurement attribute, or fair value.  The adoption of
      SFAS No. 156 is not expected to have a material impact on the Company’s
      financial position, results of operations or cash flows.





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










8







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





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





**Results
      of Operations for the Period from April 1, 2007 through June 30,
      2007**





We
      have
      not earned any revenues from April 1, 2007 through June 30, 2007.  We do
      not anticipate earning revenues unless we enter into commercial production
      on
      the Basin Property, which is doubtful.  We have not commenced the
      exploration stage of our business and can provide no assurance that we will
      discover economic mineralization on the property, or if such minerals are
      discovered, that we will enter into commercial production.





We
      incurred operating expenses in the amount of $79,761 for the period from April
      1, 2007 to June 30, 2007. These operating expenses were comprised of
      professional legal fees of $15,429 and accounting and audit fees of $0;
      consultant and contractor fees $43,601; licensing and permit fees of $5,997;
      transfer agent costs of $0, regulatory fees and filings of $1,557; marketing
      fees of $422; office rent of $14,114; loss on securities investment of $1,235;
      foreign exchange gain of $4,154; and office, bank charges and other sundries,
      net of interest income, of $1,562.





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.




**ITEM
      3. CONTROLS AND
      PROCEDURES.**




(a)
      Evaluation of Disclosure Controls and Procedures




Based
      on
      an evaluation of our disclosure controls and procedures (as defined in Rules
      13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended)
      required by paragraph (b) of Rule 13a-15 or Rule 15d-15, as of June 30, 2007,
      our Chief Executive Officer and Chief Financial Officer, have concluded that
      our
      disclosure controls and procedures were effective in ensuring that information
      required to be disclosed by us in the reports that we file or submit under
      the
      Exchange Act is recorded, processed, summarized and reported within the time
      periods specified in the Commission's rules and forms. Our Chief Executive
      Officer and Chief Financial Officer, also concluded that, as of June 30, 2007,
      our disclosure controls and procedures were effective in ensuring that
      information required to be disclosed by us in the reports that we file or submit
      under the Exchange Act is accumulated and communicated to our management,
      including our Chief Executive Officer and Chief Financial Officer, to allow
      timely decisions regarding required disclosure.




*Limitations
      on the Effective of Controls*





Our
      management does not expect that our disclosure controls or our internal controls
      over financial reporting will prevent all error and fraud. A control system,
      no
      matter how well conceived and operated, can provide only reasonable, but no
      absolute, assurance that the objectives of a control system are met.
 Further, any control system reflects limitations on resources, and the
      benefits of a control system must be considered relative to its costs.
 These limitations also include the realities that judgments in
      decision-making can be faulty and that breakdowns can occur because of simple
      error or mistake. Additionally, controls can be circumvented by the individual
      acts of some persons, by collusion of two or more people or by management
      override of a control. A design of a control system is also based upon certain
      assumptions about potential future conditions; over time, controls may become
      inadequate because of changes in conditions, or the degree of compliance with
      the policies or procedures may deteriorate.  Because of the inherent
      limitations in a cost-effective control system, misstatements due to error
      or
      fraud may occur and may not be detected.




(b)
      Changes in Internal Controls






9












There
      were no changes in our internal controls over financial reporting that could
      significantly, or are reasonably likely to materially affect, our affect
      internal controls over financial reporting that occurred during the our fiscal
      quarter ended March 31, 2007.




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




Not
      applicable.




**PART
      II - OTHER INFORMATION**




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





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





On
      or
      about April 17, 2007, a lawsuit was filed by 761273 B.C. Ltd., Calderan Ventures
      Ltd., Scott Kostiuk, William Parkin, Ronald Oliver, Lubomir Palecek and Krista
      Dayton under the laws of the Province of British Columbia, Canada in the British
      Columbia Supreme Court for a total amount of $ 203,311.88 ( CAD$225,000
*1
      ) against
      our company, Rauno Perttu, our President, Chief Executive Officer and a member
      of our board of directors, and Baljinder Bhullar, our Chief Financial Officer
      and a member of our board of directors, and others with regards to an
      alleged contractual obligation and resulting alleged restitution obligation
      pursuant to an alleged settlement agreement entered into by Aultra Gold Inc.
      The
      Action was commenced by Writ of Summons without a Statement of Claim. Six of
      approximately 57 shareholders of Aultra Gold (Canada) decided not to participate
      in the January 22, 2007 share exchange transaction the Company, despite facts
      that four of the six complainants had executed their share exchange materials.
      The six minority shareholders requested the return of their share subscription
      funds from Aultra Gold (Canada), and a settlement arrangement was being
      negotiated to accommodate their requests, with a prospective April 15th, 2007
      closing date. These discussions were deferred pending receipt of certain public
      financings in the Company. We have entered an Appearance to the Action and
      will
      be preparing our statement of defense in response to any Statement of Claim
      that
      may in the future be received and we intend to contest the case
      vigorously.





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




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





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





*Sales
      of Unregistered Securities*





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




*Second
      fiscal quarter ended June 30, 2007*




None.




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





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





None.








10










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





None.




**ITEM
      5. OTHER INFORMATION.**




(a)
        None.





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





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





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





**Notes**


*
      Filed
      herewith.


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










11












**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:
            September
                6 , 2007
            By:
            */s/
                Rauno Perttu*Rauno
                PerttuPresident
                and Chief Executive OfficerBy:
            */s/
                Baljinder Bhullar*Baljinder
                BhullarChief
                Financial Officer (and Acting Principal Accounting
                Officer)











12