UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



FORM 10-K/A

(Mark One)



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

ACT OF 1934

For the Fiscal Year Ended December 31, 2013



OR



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



Commission File Number 000-54509



LONE STAR GOLD, INC.

(Name of Small Business Issuer in its charter)



Nevada 45-2578051

(State of Incorporation)  (IRS Employer Identification No.)



20311 Chartwell Centre Drive, Ste 1469, Cornelius, NC 28031

(Address of principal executive office)               (Zip Code)





Registrant's telephone number, including area code: (704) 790-9799

Securities registered pursuant to Section 12(b) of the Act:  None

Securities registered pursuant to Section 12(g) of the Act:  Common Stock



Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes [ ]   No [x]



Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

Yes £   No [x]



Indicate by check mark whether the registrant (1) has filed all reports to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes [ ]     No [x]



Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).   Yes [ ] No [x]



Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K  [x]





1





---







Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of large accelerated filer, accelerated filer, smaller reporting company, and emerging growth company in Rule 12b-2 of the Exchange Act.



Large accelerated filer

[ ]

Non-accelerated filer

[ ]

(Do not check if a smaller reporting company)



Accelerated filer

[ ]

Smaller reporting company

[x]

Emerging growth company

[x]



If an emerging growth company, indicate by checkmark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  £



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



The aggregate market value of the voting stock held by non-affiliates of the Company on February 5, 2019, was approximately $0.



As of February 5, 2019 the Company had 143,361,963 outstanding shares of common stock.



Documents incorporated by reference:

None







2





---

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION



This report includes "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act, which include but are not limited to, statements concerning our business strategy, plans and objectives, projected revenues, expenses, gross profit, income, and mix of revenue. These forward-looking statements are based on our current expectations, estimates and projections about our industry, managements beliefs and certain assumptions made by us. Words such as anticipates, expects, intends, plans, predicts, potential, believes, seeks, hopes, estimates, should, may, will, with a view to and variations of these words or similar expressions are intended to identify forward-looking statements. These statements are not guarantees of future performance and are subject to risks, uncertainties and assumptions that are difficult to predict. Therefore, our actual results could differ materially and adversely from those expressed in any forward-looking statements.



















3





---

Item 1.  Business



Throughout this Annual Report on Form 10-K Lone Star Gold, Inc. is referred to as we, our, us, the Company, or Lone Star.



The Company was formed as a Nevada corporation on November 26, 2007 as Keyser Resources, Inc.  On June 14, 2011, the Company changed its name to Lone Star Gold, Inc.  The Company has been inactive since September 30, 2013.  As of December 31, 2013 all of the Companys projects regarding La Candelaria and Chihuahua, Mexico (the Tailings Project) were abandoned and all contracts incident to those projects expired and or were terminated.



The Company was involved in exploration and development of mining properties until September 30, 2013 when it discontinued operations.  In June of 2017 the Companys creditors filed a petition in the District Court of Harris County, Texas for the appointment of a receiver.  In August of 2017, Angela Collette was appointed receiver pursuant to the petition.  In connection with the receivership, Ms. Collette was appointed President, Secretary, Treasurer and Director of the Company.  In February 2018 Ms. Collette appointed William Alessi as a director of the Company and then resigned as a director and officer of the Company.



Emerging Growth Company Status



We are an emerging growth company as defined under the Jumpstart Our Business Startups Act, commonly referred to as the JOBS Act. We will remain an emerging growth company for up to five years, or until the earliest of (i) the last day of the first fiscal year in which our total annual gross revenues exceed $1 billion, (ii) the date that we become a large accelerated filer as defined in Rule 12b-2 under the Securities Exchange Act of 1934, which would occur if the market value of our ordinary shares that is held by non-affiliates exceeds $700 million as of the last business day of our most recently completed second fiscal quarter or (iii) the date on which we have issued more than $1 billion in non-convertible debt during the preceding three year period.



As an emerging growth company, we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to:



·

not being required to comply with the auditor attestation requirements of section 404(b) of the Sarbanes-Oxley Act (we also will not be subject to the auditor attestation requirements of Section 404(b) as long as we are a smaller reporting company, which includes issuers that had a public float of less than $75 million as of the last business day of their most recently completed second fiscal quarter);



·

reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements; and



·

exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.



In addition, Section 107 of the JOBS Act provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. Under this provision, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise







---





apply to private companies. In other words, an emerging growth company can delay the adoption of such accounting standards until those standards would otherwise apply to private companies until the first to occur of the date the subject company (i) is no longer an emerging growth company or (ii) affirmatively and irrevocably opts out of the extended transition period provided in Securities Act Section 7(a) (2) (B). The Company has elected to take advantage of this extended transition period and, as a result, our financial statements may not be comparable to the financial statements of other public companies. Accordingly, until the date that we are no longer an emerging growth company or affirmatively and irrevocably opt out of the exemption provided by Securities Act Section 7(a) (2) (B), upon the issuance of a new or revised accounting standard that applies to your financial statements and has a different effective date for public and private companies, clarify that we will disclose the date on which adoption is required for non-emerging growth companies and the date on which we will adopt the recently issued accounting standard.



Other Information



The Companys office is located at 20311 Chartwell Center Drive, Ste. 1469, Cornelius, NC 28031 which is the office of the sole officer and director.



Item 1A.

Risk Factors.



Not applicable for smaller reporting company.



Item 1B.

Unresolved Staff Comments.



Not applicable.



Item 2.

Properties.



See Item 1.



Item 3.

Legal Proceedings.



None.



Item 4.

Mine Safety Disclosures



None.



Item 5.

Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.



Since June 20, 2011, shares of the Companys common stock have been quoted on the Over-the-Counter Market under the symbol LSTG.











---



The following table summarizes the high and low historical closing prices of the Companys common stock for the periods indicated:



Fiscal Year Ended December 31, 2012

First Quarter

$0.70

$0.23

Second Quarter

$0.24

$0.13

Third Quarter

$0.19

$0.09

Fourth Quarter

$0.09

$0.03



Fiscal Year Ended December 31, 2013



High

Low



First Quarter

$0.158

$0.032

Second Quarter

$0.059

$0.031

Third Quarter

$0.035

$0.021

Fourth Quarter

$0.023

$0.012



Holders of our common stock are entitled to receive dividends as may be declared by the Board of Directors. The Companys Board of Directors is not restricted from paying any dividends but is not obligated to declare a dividend. No cash dividends have ever been declared and it is not anticipated that cash dividends will ever be paid.



The Companys Articles of Incorporation authorize the Board of Directors to issue up to 30,000,000 shares of preferred stock. The provisions in the Articles of Incorporation relating to the preferred stock allow directors to issue preferred stock with multiple votes per share and dividend rights which would have priority over any dividends paid with respect to the holders of common stock. The issuance of preferred stock with these rights may make the removal of management difficult even if the removal would be considered beneficial to shareholders generally, and will have the effect of limiting shareholder participation in certain transactions such as mergers or tender offers if these transactions are not favored by our management.



As of, February 5, 2019 the Company had 143,361,963 with a par value of $0.001, outstanding shares of common stock which were owned by approximately 20 shareholders of record.



Item 6.

Selected Financial Data



Not applicable.



Item 7.

Managements Discussion and Analysis of Financial Condition and Results of Operation.



The Company has been inactive after September 30, 2013.  As a result of its inactivity, the Company generated no revenue.  Following the close of the receivership, the Company had liabilities as disclosed on the Balance Sheet as at December 31, 2013.



The Company did not, as of December 31, 2013, have any significant capital requirements.









---





The Company does not know of any trends, demands, commitments, events or uncertainties that will result in, or that are reasonable likely to result in, our liquidity increasing or decreasing in any material way.



The Company does not know of any significant changes in expected sources and uses of cash.



The Company does not have any commitments or arrangements from any person to provide it with any equity capital.



Item 7A.

Quantitative and Qualitative Disclosure about Market Risk



Not applicable.



Item 8.

Financial Statements and Supplementary Data.





See the financial statements attached to this report.



Item 9.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.



None.



Item 9A.

Controls and Procedures.



An evaluation was carried out under the supervision and with the participation of our management, including our Principal Executive and Financial Officers of the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report on Form 10-K. Disclosure controls and procedures are procedures designed with the objective of ensuring that information required to be disclosed in our reports filed under the Securities Exchange Act of 1934, such as this Form 10-K, is recorded, processed, summarized and reported, within the time period specified in the Securities and Exchange Commissions rules and forms, and that such information is accumulated and is communicated to our management, including our Principal Executive and Financial Officers, or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure. Based on that evaluation, our management concluded that, as of December 31, 2013, our disclosure controls and procedures were not effective.A controls system cannot provide absolute assurance, however, that the objectives of the controls system are met, and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected.



Management's Report on Internal Control over Financial Reporting



The Companys management is responsible for establishing and maintaining adequate internal control over financial reporting and for the assessment of the effectiveness of internal control over financial reporting. As defined by the Securities and Exchange Commission, internal control over financial reporting is a process designed by, or under the supervision of the companys Principal Executive and Financial Officers and implemented by its Board of Directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of our financial statements in accordance with U.S. generally accepted accounting principles.











---

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.



The Companys Principal Executive and Financial Officers evaluated the effectiveness of its internal control over financial reporting as of December 31, 2013, based on criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission, or the COSO Framework (2013). Managements assessment included an evaluation of the design of our internal control over financial reporting and testing of the operational effectiveness of those controls.



Based on this evaluation, management concluded that the Companys internal control over financial reporting was not effective as of December 31, 2013.  Due to the following:



·

the lack of formal written documentation relating to the design of the Companys controls.



·

the Company did not maintain adequate segregation of duties related to job responsibilities for initiating, authorizing, and recording of certain transactions due to the small size of our company.



·

the Company does not have sufficient personnel to provide adequate risk assessment functions.



Notwithstanding the above, acontrol system cannot provide absolute assurance that the objectives of the controls system are met, and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected.



Changes in Internal Control Over Financial Reporting



There was no change in the Companys internal control over financial reporting that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, the Companys internal control over financial reporting.



Item 9B.  Other Information.



None.



Item 10.  Directors, Executive Officers and Corporate Governance.



The Companys officers and directors are listed below.



Name

Age

Position



William Alessi

47

Chief Executive, Financial and Accounting Officer and a Director



Directors are generally elected at an annual shareholders meeting and hold office until the next annual shareholders meeting, or until their successors are elected and qualified. Executive officers are elected by directors and serve at the boards discretion.







---





Mr. Alessi, age 47, has been the Managing Director of Hybrid Titan Management, LLC since September 11, 2000. He was formerly the interim CEO of RMD Entertainment Group, Inc. from April of 2017 through October of 2017, and was the interim CEO of Land Star, Inc. from April of 2017 to December of 2017.



The Company believes that its director is qualified to serve as a director due to his experience in the capital markets.



The Company does not have an independent director, as that term is defined in Section 803 of the NYSE Company Guide.  The Company does not have a financial expert.



The Company has not adopted a code of ethics applicable to its principal executive, financial and accounting officers and persons performing similar functions.



Management Changes.



·

In August 2017, Angela Collette was appointed receiver of the Company pursuant to a petition filed by the Companys creditors in District Court, Harris County, Texas.  In addition, in 2018 Ms. Collette was appointed President, Secretary, Treasurer and a director of the Company.

·

In February, 2018, William Alessi was appointed a director and the Companys Chief Executive, Financial and Accounting Officer.

·

Following Mr. Alessis appointment as a director of the Company, Ms. Collettes position as receiver ended and Ms. Collette resigned as an officer and director of the Company.

·

Prior to the receivership, Mark Townsend was the Companys sole officer and director.  Mr. Townsend was removed in February 2018.



Item 11.  Executive Compensation.



The following table summarizes the compensation earned by the Companys principal executive officers during the two years ended December 31, 2013.



|                   |        |  |        |  |  |       |  |  |              |  |  |               |  |  |                           |       | 
|------------------ | ------ |  | ------ |  |  | ----- |  |  | ------------ |  |  | ------------- |  |  | ------------------------- | ----- | 
|Name and           | Fiscal |  | Salary |  |  | Bonus |  |  | Stock
Awards |  |  | Option
Awards |  |  | Other Annual
Compensation | Total | 
|Principal Position | Year   |  | (1)    |  |  | (2)   |  |  | (3)          |  |  | (4)           |  |  | (5)                       | ($)   | 
|                   |        |  |        |  |  |       |  |  |              |  |  |               |  |  |                           |       | 













Mark Townsend          2013

$   --

--

--

--

--

$   --

Chief Executive Officer    2014

$   --

--

--

--

--

$   --

Mr. Ferris               2013

$   --

--

--

--

--

$   --



(1)

The dollar value of salary (cash and non-cash) earned.

(2)

The dollar value of bonus (cash and non-cash) earned.

(3)

The value of the shares of restricted stock issued as compensation for services computed in accordance with ASC 718 on the date of grant.

(4)

The value of all stock options computed in accordance with ASC 718 on the date of grant.

(5)

All other compensation received that could not be properly reported in any other column of the table.







---



Long-Term Incentive Plans. The Company does not provide its officers or employees with pension, stock appreciation rights, long-term incentive or other plans.



Employee Pension, Profit Sharing or other Retirement Plans. The Company does not have a defined benefit, pension plan, profit sharing or other retirement plan, although it may adopt one or more of such plans in the future.

Compensation of Directors.During the year ended December 31, 2013, the Company did not compensate its directors for acting as such.



Compensation Committee Interlocks and Insider Participation.During the year ended December 31, 2013, none of the Companys officers was also a member of the compensation committee or a director of another entity, which other entity had one of its executive officers serving as one of the Companys directors.



The following shows the amounts the Company expects to pay to its officer during the twelve months ending December 31, 2018 and the amount of time this person expects to devote to the Company.





Projected

Percent of time to be devoted

Name

Compensation

to the Companys business





William Alessi

$      --

10%



Item 12.  Security Ownership of Certain Beneficial Owners and Management.



The following table lists, as of February 5, 2019, the shareholdings of (i) each person owning beneficially 5% or more of the Companys outstanding shares of common stock; (ii) each executive officer of the Company, and (iii) all officers and directors as a group.  Unless otherwise indicated, each owner has sole voting and investment power over his shares of common stock.





Name and Address

Number of Shares

Percent of Class



William Alessi

100,000

Nil

20311 Chartwell Center Drive

Suite 1469

Cornelius, NC 28031



All Officers and Directors

100,000

Nil

as a group (1 persons)



Mr. Alessi also owns 30,000,000 shares of the Companys Series A Preferred stock, which represents 100% of the outstanding shares of this class.  Each share of Series A Preferred stock is entitled to 100 votes on any matter upon which the holder of common stock are entitled to vote.



Item 13.

Certain Relationships and Related Transactions, and Director Independence.



In February 2018 William Alessi, our sole director and Executive Officer was issued 100,000 shares of common stock and 30,000,000 shares of Series A preferred share.  Each Series A preferred share is entitled to 100 votes on any matter upon which the holder of common stock is entitled to vote.









---







Item 14.

Principal Accountant Fees and Services.





We paid no accounting fees to LBB nor Thayer ONeal during the years ended December 31, 2013 or 2012

.



Item 15.

Exhibits and Financial Statement Schedules.



The following exhibits are filed with this Form 10-K or incorporated by references:



Exhibit No.

Description



3.1

Amended and Restated Articles of Incorporation. (1)

3.2

Bylaws. (1)

31.1

Certification by the Principal Executive Officer.

31.2

Certification by the Principal Financial Officer.

32.1

Certifications by the Principal Executive and Financial Officers.



(1)

Filed with the Companys annual report on Form 10-K for the year ended December 31, 2017.

















---

ITEM 8.

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA





INDEX TO CONSOLIDATED FINANCIAL STATEMENTS







Reports of Independent registered Accounting Firms                F-1



Consolidated Balance Sheets as of December 31, 2013 and 2012 F-2



Consolidated Statements of Operations for the years ended December 31, 2013 and 2012 F-3



Consolidated Statements of Cash Flows for the years ended December 31, 2013 and 2012 F-4



Consolidated Statements of Stockholders Deficit for the years ended December 31, 2013 and 2012 F-5



Notes to Consolidated Financial Statements F-6











---







REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM



To the Board of Directors of

Lone Star Gold, Inc.

Cornelius, North Carolina



Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheet of Lone Star Gold, Inc. ("the Company") as of December 31, 2013, and the related consolidated statement of operations, stockholders' equity and cash flows for the year then ended and the related notes (collectively referred to as the consolidated financial statements). These consolidated financial statements are the responsibility of the Companys management.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2013, and the results of its operations and its cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States of America.



Basis for Opinion

These consolidated financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on the Companys consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.



We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud . The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Companys internal control over financial reporting. Accordingly, we express no such opinion.





Our audits of the financial statements included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinions.



Emphasis of Matter

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern.As discussed in Note 3 to the consolidated financial statements, the Company's absence of significant revenues, recurring losses from operations raise substantial doubt about its ability to continue as a going concern. The 2013



consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.



/s/ Thayer ONeal Company, LLC

Thayer ONeal Company, LLC

Houston, Texas

February 14, 2019







---





LBB & ASSOCIATES LTD., LLP

10260 Westheimer Road, Suite 310

Houston, TX 77042

Phone: (713) 800-4343 Fax: (713) 456-2408



Report of Independent Registered Public Accounting Firm



To the Board of Directors of

Lone Star Gold, Inc.

(An Exploration Stage Company)

Albuquerque, New Mexico



We have audited the accompanying consolidated balance sheet of Lone Star Gold, Inc. (the Company) as of December 31, and the related consolidated statements of operations, stockholders' equity (deficit), and cash flows for the year then ended. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.



We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States).  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.  The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.  Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Companys internal control over financial reporting.  Accordingly, we express no such opinion.  An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provide a reasonable basis for our opinion.



In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of Lone Star Gold, Inc. as of December 31, 2012, and the results of its operations and its cash flows for each of the year then ended in conformity with accounting principles generally accepted in the United States of America.



As discussed in Note 3 to the consolidated financial statements, the Company's absence of significant revenues, recurring losses from operations, and its need for additional financing raise substantial doubt about its ability to continue as a going concern. The 2012 consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.



/s/ LBB & Associates Ltd., LLP

LBB & Associates Ltd., LLP



Houston, Texas

April 12, 2013















---







|                                                                           |   |              |   |             |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | 
|-------------------------------------------------------------------------- | - | ------------ | - | ----------- |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | 
|LONE STAR GOLD, INC.                                                      
|CONSOLIDATED BALANCE SHEETS                                               
|                                                                           |   |              |   |             |  |  |  |  |  | 
|                                                                           |   | December 31,
|                                                                           |   | 2013         |   | 2012       
|ASSETS                                                                     |   |              |   |            
|                                                                           |   |              |   |            
|Current assets                                                             |   |              |   |            
|Cash                                                                       | $ | -            | $ | -          
|Prepaid expenses                                                           |   | -            |   | 152        
|Property and equipment, net                                                |   | -            |   | 38,353     
|Mining assets, net of impairment of $179,300 in 2013                       |   | -            |   | 179,300    
|Total assets                                                               |   | -            |   | 217,805    
|                                                                           |   |              |   |            
|LIABILITIES AND STOCKHOLDERS' EQUITY                                       |   |              |   |            
|                                                                           |   |              |   |            
|Current liabilities                                                        |   |              |   |            
|Accounts payable                                                           |   | 110,421      |   | 90,372     
|Accrued liabilities                                                        |   | 54,627       |   | 110,216    
|Convertible notes payable                                                  |   | 73,555       |   | 50,000     
|Derivative liability                                                       |   | 147,659      |   | 30,555     
|Due to related party                                                       |   | 38,910       |   | 38,910     
|Total liabilities                                                          |   | 425,172      |   | 320,053    
|                                                                           |   |              |   |            
|Stockholders' equity                                                       |   |              |   |            
|Common stock, par value $.001, authorized 150,000,000                      |   | 109,684      |   | 89,995     
|Additional paid-in capital                                                 |   | 4,907,162    |   | 3,497,642  
|Accumulated deficit                                                        |   | (5,442,018)  |   | (3,689,885)
|Total stockholders' deficit                                                |   | (425,172)    |   | (102,248)  
|Total liabilities and stockholders' deficit                                | $ | -            | $ | 217,805    
|The accompanying notes are an integral part of these financial statements.







---



|                                                                           |  |                                      |                            |                             |                      |                    |     
|-------------------------------------------------------------------------- |  | ------------------------------------ | -------------------------- | --------------------------- | -------------------- | ------------------ | ----
|                                                                           |  | LONE STAR GOLD, INC.                 |                           
|                                                                           |  | CONSOLIDATED STATEMENT OF OPERATIONS |                           
|                                                                           |  |                                      |                            |                             |                      |                    |     
|                                                                           |  |                                      |                            |                             |                      |                    |     
|                                                                           |  |                                      |                            |                             |                      | FOR THE YEAR ENDED
|                                                                           |  |                                      |                            |                             |                      | DECEMBER 31,      
|                                                                           |  |                                      |                            |                             |                      | 2013               | 2012
|                                                                           |  |                                      |                            |                             |                      |                    |     
|Loss from discontinued operations                                          |  |                                      |                            | $              (1,701,446)  | $        (1,965,638)
|                                                                           |  |                                      |                            |                             |                      |                    |     
|Other expense - financing costs                                            |  |                                      |                            | (49,021)                    | (9,849)             
|                                                                           |  |                                      |                            |                             |                      |                    |     
|Net loss attributable to Lone Star Gold, Inc.                              |  |                                      | $              (1,750,467) | $        (1,975,487)       
|                                                                           |  |                                      |                            |                             |                      |                    |     
|Loss per share - basic and diluted                                         |  |                                      |                            | $                    (0.02) | $             (0.02)
|                                                                           |  |                                      |                            |                             |                      |                    |     
|Weighted average shares - basic and diluted                                |  |                                      | 100,444,760                | 89,799,438                 
|                                                                           |  |                                      |                            |                             |                      |                    |     
|                                                                           |  |                                      |                            |                             |                      |                    |     
|                                                                           |  |                                      |                            |                             |                      |                    |     
|                                                                           |  |                                      |                            |                             |                      |                    |     
|                                                                           |  |                                      |                            |                             |                      |                    |     
|                                                                           |  |                                      |                            |                             |                      |                    |     
|                                                                           |  |                                      |                            |                             |                      |                    |     
|The accompanying notes are an integral part of these financial statements. |  |                                     



F-16





---







|                                                                           |  |                                      |          |                |                    |                     |              | 
|-------------------------------------------------------------------------- |  | ------------------------------------ | -------- | -------------- | ------------------ | ------------------- | ------------ | 
|                                                                           |  | LONE STAR GOLD, INC.                 |          |               
|                                                                           |  | CONSOLIDATED STATEMENT OF CASH FLOWS |          |               
|                                                                           |  | FOR THE YEARS ENDED DECEMBER 31,     |          |               
|                                                                           |  |                                      |          |                |                    |                     |             
|                                                                           |  |                                      |          |                |                    | 2013                | 2012        
|Operating Activities                                                       |  |                                      |          |                |                    |                    
|Net loss                                                                   |  |                                      |          |                |                    | $(1,750,467)        | $(1,975,487)
|Adjustments to reconcile net loss to net cash used in operating activities |  |                                     
|Impairment and depreciation                                                |  |                                      |          |                | 217,653            | 7,972              
|Stock issued for expenses                                                  |  |                                      |          |                | 916,603            | 999,996            
|Change in derivative liability                                             |  |                                      |          | 159,136        | 9,575             
|Changes in operating assets and liabilities                                |  |                                      |          |               
|Prepaid expenses                                                           |  |                                      |          |                | 152                | 2,086              
|Accounts payable and accrued liabilities                                   |  |                                      | (40,140) | 165,123       
|Cash used in Operating Activities                                          |  |                                      |          | (497,063)      | (790,735)         
|                                                                           |  |                                      |          |                |                    |                     |             
|Investing Activities                                                       |  |                                      |          |                |                    |                    
|Property and equipment                                                     |  |                                      |          |                | -                  | -                  
|Mining assets                                                              |  |                                      |          |                | -                  | (75,000)           
|Cash provided by (used in) Investing Activities                            |  |                                      | -        | (75,000)      
|                                                                           |  |                                      |          |                |                    |                     |             
|Financing Activities                                                       |  |                                      |          |                |                    |                    
|Proceeds from sale of common stock                                         |  |                                      |          | 419,063        | 600,000           
|Notes payable - net                                                        |  |                                      |          |                | 78,000             | 50,000             
|Redemption of shares                                                       |  |                                      |          |                | -                  | (2)                
|Cash provided by (used in) Financing Activities                            |  |                                      | 497,063  | 649,998       
|                                                                           |  |                                      |          |                |                    |                     |             
|Net change in cash                                                         |  |                                      |          |                | -                  | (215,737)          
|                                                                           |  |                                      |          |                |                    |                     |             
|Cash - Beginning of year                                                   |  |                                      |          |                | -                  | 215,737            
|                                                                           |  |                                      |          |                |                    |                     |             
|Cash - End of year                                                         |  |                                      |          |                | $            -     | $



             -
|Supplementary Disclosure                                                   |  |                                      |          |                |                   
|Shares issued for mining assets                                            |  |                                      |          | $            - | $           79,300

Debt discount on convertible notes

$       53,000   $       -

Conversion of notes payable and accrued interest to common stock

$       25,540   $       -

Debt paid for with common stock

$       14,943   $       -





The accompanying notes are an integral part of these financial statements







---



|                                                 |             |              |              |               |               |             |            
|------------------------------------------------ | ----------- | ------------ | ------------ | ------------- | ------------- | ----------- | -----------
|LONE STAR GOLD, INC.                            
|CONSOLIDATED STATEMENT OF STOCKHOLDERS EQUITY  
|FOR THE YEARS ENDED DECEMBER 31, 2013 & 2012    
|                                                 |             |              |              |               | Additional    |             |            
|                                                 |             |              | Common Stock | Paid-In       | Accumulated   |            
|                                                 |             |              | Shares       | Amount        | Capital       | Deficit     | Total      
|                                                 |             |              |              |               |               |             |            
|Balance - January 1, 2012                        |             | 116,791,068  | $    116,791 | $1,812,532    | $ (1,714,398) | $   214,925
|Issuance of common stock for cash                |             | 1,903,595    | 1,904        | 598,096       | -             | 600,000    
|Stock based compensation                         |             | 1,000,000    | 1,000        | 998,996       | -             | 999,996    
|Shares issued for exploration costs              |             | 300,000      | 300          | 79,000        | -             | 79,300     
|Derivative liability of price protection feature |             | -            |              | (20,980)      | -             | (20,980)   
|Cancellation of shares                           |             | (30,000,000) | (30,000)     | 29,998        | -             | (2)        
|Net loss for the period                          |             | -            | -            | -             | (1,975,487)   | (1,975,487)
|Balance - January 1, 2013                        |             | 89,994,663   | 89,995       | 3,497,642     | (3,689,885)   | (102,248)  
|Issuance of common stock for cash                | 16,309,999  | 16,310       | 402,753      | -             | 419,063      
|Shares issued for services                       |             | 3,378,976    | 3,379        | 11,564        | -             | 14,943     
|Stock based compensation                         | -           | -            | 916,663      | -             | 916,663      
|Debt discount on convertible notes               | -           | -            | 53,000       | -             | 53,000       
|Conversion of notes payable to                   |             |              |              |               |              
|common stock                                     |             | -            | -            | 25,540        | -             | 25,540     
|Net loss(including minority interest             |             |              | -            | -             | -             | (1,752,133) | (1,752,133)
|Balance - December 31, 2013                      | 109,683,638 | $ 109,684    | $4,907,162   | $ (5,442,018) | $  (425,172) 
|                                                 |             |              |              |               |               |             |            











The accompanying notes are an integral part of these financial statements







F-18





---





LONE STAR GOLD, INC.

NOTES TO FINANCIAL STATEMENTS

December 31, 2013



NOTE 1  NATURE OF OPERATIONS AND DISCONTINUANCE OF BUSIENSS



Lone Star Gold, Inc. (the Company or Lone Star), formerly known as Keyser Resources, Inc., was incorporated in the State of Nevada on November 26, 2007.  The Company is an Exploration Stage Company as defined by Financial Accounting Standards Board Accounting Standards Codification (ASC) Topic 915Development Stage Entities.



On January 26, 2012, the Company, acting through a  subsidiary, Amiko Kay, S. de R.L. de C.V., a company organized under the laws of Mexico (Amiko Kay), entered into a Joint Venture Agreement (the JV Agreement) with Miguel Angel Jaramillo Tapia (Jaramillo), a resident of Mexico. Under the JV Agreement, Amiko Kay and Jaramillo agreed to process mine tailings located in the city of Hidalgo Del Parral in the state of Chihuahua, Mexico (the Tailings), and, after processing, to use, market and sell any minerals extracted from the Tailings. The Company owns 99% of the issued and outstanding membership interests of Amiko Kay. The JV Agreement provides Amiko Kay the right to receive 65% of the net revenues from the sale of any materials extracted from the Tailings. The Company is accounting for the activities under the JV Agreement as a collaborative arrangement as defined by ASC 808. As a result, acquisition costs related to the JV Agreement have been capitalized and all other expenditures by the Company related to the JV Agreement have been expensed as incurred as exploration costs. This is in accordance with the Companys Mineral Property Cost Accounting Policy.



Shortly after September 30, 2013, the Company ceased operation as it was in default of certain creditor obligations. The Company was put into receivership to satisfy outstanding judgment creditor claims.



NOTE 2  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES



(a)

Principles of Consolidation



The consolidated financial statements include the accounts of the Company and its subsidiary.  All intercompany accounts and transactions have been eliminated in consolidation.



(b)

Basis of Presentation







These financial statements and related notes are presented in accordance with accounting principles generally accepted in the United States, and are expressed in US dollars. The Companys fiscal year-end is December 31.



(c)

Use of Estimates







The preparation of financial statements in conformity with U.S. 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 date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company regularly evaluates estimates and assumptions related to the recoverability of long-lived assets and deferred income tax asset valuation allowances. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Companys estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.



(d)

Basic and Diluted Net Loss Per Common Share



The Company computes net income or loss per share in accordance with ASC 260 Earnings per Share. Under the provisions of the Earnings per Share Topic ASC, basic net loss per share is computed by dividing the net loss available to common stockholders for the period by the weighted average number of shares of common stock outstanding during the period. The calculation of diluted net loss per share gives effect to common stock equivalents; however, potential common shares are excluded if their effect is anti-dilutive.







---



The Company has been in the exploration stage since its formation on November 26, 2007 and has not yet realized any revenues from its planned operations. It is primarily engaged in the acquisition, exploration and development of mineral properties.

(e)

Mineral Property Costs





Mineral properties includes the cost of advance minimum royalty payments, the cost of capitalized mineral property leases, and the cost of property acquired either by cash payment, the issuance of term debt or common shares. Expenditures for exploration on specific properties with no proven reserves are written off as incurred. Mineral property costs will be amortized against future revenues or charged to operations at the time the related property is determined to have an impairment in value. Capitalized acquisition costs are expensed in the period in which it is determined that the mineral property has no future economic value. Capitalized amounts may also be written down if future cash flows, including potential sales proceeds related to the property, are estimated to be less than the carrying value of the property. The Company reviews the carrying value of mineral property interests periodically, and whenever events or changes in circumstances indicate that the carrying value may not be recoverable, reductions in the carrying value of each property would be recorded to the extent the carrying value of the investment exceeds the propertys estimated fair value. In the event that a mineral property is acquired through the issuance of the Companys shares, the mineral property will be recorded at the fair value of the respective property or the fair value of the common shares, whichever is more readily determinable.

When mineral properties are acquired under option agreements with future acquisition payments to be made at the sole discretion of the Company, those future payments, whether in cash or shares, are recorded only when the Company has made or is obliged to make the payment or issue the shares. When it has been determined that a mineral property can be economically developed as a result of establishing proven and probable reserves and bankable feasibility, the costs incurred to develop such property are capitalized.



(f)

Long-lived Assets



In accordance with ASC 360, Property Plant and Equipment the Company tests long-lived assets or asset groups for recoverability when events or changes in circumstances indicate that their carrying amount may not be recoverable. Circumstances which could trigger a review include, but are not limited to: significant decreases in the market price of the asset; significant adverse changes in the business climate or legal factors; accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction of the asset; current period cash flow or operating losses combined with a history of losses or a forecast of continuing losses associated with the use of the asset; and current expectation that the asset will more likely than not be sold or disposed significantly before the end of its estimated useful life. Recoverability is assessed based on the carrying amount of the asset and its fair value which is generally determined based on the sum of the undiscounted cash flows expected to result from the use and the eventual disposal of the asset, as well as specific appraisal in certain instances. An impairment loss is recognized when the carrying amount is not recoverable and exceeds fair value.



Property and equipment is stated at cost and depreciated using the straight-line method over the shorter of the estimated useful life of the asset or the lease term. The estimated useful lives of our property and equipment are generally as follows: computer software developed or acquired for internal use, three years; computer equipment, two to three years; buildings and improvements, five to 15 years; leasehold improvements, two to 10 years; and furniture and equipment, one to five years. Land is not depreciated.



(g)

Asset Retirement Obligations



The Company follows the provisions of ASC 410Asset Retirement and Environmental Obligations, which establishes standards for the initial measurement and subsequent accounting for obligations associated with the sale, abandonment or other disposal of long-lived tangible assets arising from the acquisition, construction or development and for normal operations of such assets. As at December 31, 2013 and 2012, the Company has not recognized any asset retirement obligations.







(h)

Income Taxes



The Company accounts for its income taxes in accordance with ASC 740 Income Taxes, which requires recognition of deferred tax assets and liabilities for future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary









---





differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in operations in the period that includes the enactment date. A valuation allowance isprovided for the amount of deferred tax assets that would otherwise be recorded for income tax benefits primarily relating to operating loss carryforwards as realization cannot be determined to be more likely than not.



The statement establishes a more-likely-than-not threshold for recognizing the benefits of tax return positions in the financial statements. Also, the statement implements a process for measuring those tax positions which meet the recognition threshold of being ultimately sustained upon examination by the taxing authorities. There are no uncertain tax positions taken by the Company on its tax returns and the adoption of the statement had no material impact to the Companys consolidated financial statements. The Company files tax returns in the US and states in which it has operations and is subject to taxation. Tax years subsequent to 2013 remain open to examination by U.S. federal and state tax jurisdictions.



(i)

Stock-based Compensation



The Company follows ASC 718-10, Stock Compensation, which addresses the accounting for transactions in which an entity exchanges its equity instruments for goods or services, with a primary focus on transactions in which an entity obtains employee services in share-based payment transactions. ASC 718-10 requires measurement of the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award (with limited exceptions).



(j)

Fair Value of Financial Instruments



We adopted accounting guidance for financial and non-financial assets and liabilities (ASC 820). The adoption did not have a material impact on our results of operations, financial position or liquidity. This standard defines fair value, provides guidance for measuring fair value and requires certain disclosures. This standard does not require any new fair value measurements, but rather applies to all other accounting pronouncements that require or permit fair value measurements. This guidance does not apply to measurements related to share-based payments. This guidance discusses valuation techniques, such as the market approach (comparable market prices), the income approach (present value of future income or cash flow), and the cost approach (cost to replace the service capacity of an asset or replacement cost). The guidance utilizes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The following is a brief description of those three levels:



|  |                                                                                                                                                                                                                                                                              
|- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|· | Level 1: Observable inputs such as quoted prices (unadjusted) in active markets for identical assets or liabilities.                                                                                                                                                         
|  |                                                                                                                                                                                                                                                                              
|· | Level 2: Inputs other than quoted prices that are observable, either directly or indirectly. These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active.
|  |                                                                                                                                                                                                                                                                              
|· | Level 3: Unobservable inputs in which little or no market data exists, therefore developed using estimates and assumptions developed by us, which reflect those that a market participant would use.                                                                         





(k)

Discontinued operations



We discontinued operations during the year ended December 31, 2013. All operations prior to that have been presented in the statement of operations and the cash flow statement as net income or loss from discontinued operations. In fact we had no assets related to an operating business as December 31, 2013.



(l)

Recent Accounting Pronouncements



The Company has implemented all new accounting pronouncements that are in effect as of the date of the issuance of these financial statements. Management has reviewed pronouncements subsequent to the date these financial statements were released and does not anticipate any will significantly impact future reporting of financial position and results of operations.





NOTE 3  GOING CONCERN









---

The Company has elected to adopt early application of Accounting Standards Update No. 2014-15, Presentation of Financial StatementsGoing Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entitys Ability to Continue as a Going Concern (ASU 2014-15).



The financial statements do not include any adjustments related to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company is unable to continue as a going concern.



The Companys financial statements have been prepared on the basis that the Company has ceased operations for the time being and is in the process of pursuing business opportunities for the Company to resume as a going concern.



As reflected in the consolidated financial statements, the Company had an accumulated deficit of $5,748,401 at December 31, 2013. These factors raise substantial doubt about the Companys ability to continue as a going concern in the future once it acquires a viable entity.



NOTE 4  NOTES PAYABLE



In June 2012 the Company entered into a secured note agreement with Fairhills Capital Offshore Ltd., a Cayman Islands exempted company (Fairhills), in the principal amount of $50,000 at an annual interest rate of 2%. Principal and accrued and unpaid interest was due on December 24, 2012, which was verbally extended until December 24, 2013.  The Note is secured by 3,750,000 shares of Common Stock owned by Dan Ferris, our President and sole director.  On November 12, 2012, Fairhills transferred all rights and obligations under the Note to Deer Valley.



During the current year ended, the Company repaid $25,000 with proceeds received from the Deer Valley Put Notice #5 in the amount of $45,000. Deer Valley paid Fairhills directly in the amount of $25,000 and the Company received the remaining proceeds of $20,000.

NOTE 5 - CONVERTIBLE NOTES PAYABLE



On May 28, 2013, the Company issued a convertible promissory note to KVM Capital in the amount of $50,000.  The note matured on November 28, 2012 and bears interest at 8% per annum.  This note is currently in default.  The note is convertible into shares of the Companys common stock at a 65% of the average of the lowest 3 trading prices 10 days prior to the conversion rate



On August 9, 2013, the Company issued a convertible promissory note to Asher Enterprises in the amount of $53,000.  The note matures on May 13, 2014 and bears interest at 8% per annum.  The note is convertible into shares of the Companys common stock at a 55% of the average of the lowest 3 trading prices 20 days prior to the conversion rate.



NOTE 6  DERIVATIVE LIABILITY



On September 14, 2012, the Company sold 653,595 shares of its $0.001 par value Common Stock (the Shares) to Fairhills for an aggregate purchase price of $50,000.  The Securities Purchase Agreement, as amended, (the Fairhills SPA) entered into between the Company and Fairhills provides that in the event that the value of the Shares is less than $50,000 at the earlier of (a) the effective date of a registration statement or (b) such time as the Shares can be sold pursuant to Rule 144 (the Triggering Date), the Company shall issue additional shares of registered Common Stock to Fairhills (the Additional Shares) such that the total value of the Shares and the Additional Shares issued to Fairhills by the Company shall total $50,000 (the Price Protection Clause).



The Price Protection Clause gives rise to a derivative.  We have measured this derivative at fair value and recognize the derivative value as a current liability and recorded the derivative value on our consolidated balance sheet. The derivative is valued primarily using models based on unobservable inputs that are supported by little to no market activity.  These inputs represent managements best estimate of what market participants would use in pricing the liability at the measurement date and thus are classified as Level 3. Changes in the fair values of the derivative are recognized in earnings in the current period.  During the year ended December 31, 2013, the Company adjusted its derivative liability to reflect the current value of the aforementioned stock held under the Price Protection Plan.  Since the market price at December 31, 2013 would reflect a value of the common stock at greater than the Price Protection Clause

..











---





The Company identified the conversion features embedded within its convertible debts as financial derivatives. The Company has determined that the embedded conversion option should be accounted for at fair value.



|                                                                                          |  |        |          | 
|----------------------------------------------------------------------------------------- |  | ------ | -------- | 
|Description                                                                               |  | Amount |         
|Derivative liabilities - December 31, 2012                                                |  | $      | 30,555   | 
|Addfair value at the commitment date for convertible notes issued during the current year |  |        | 104,478  | 
|Fair value mark to market adjustment for derivatives                                      |  |        | 159,136  | 
|                                                                                          |  |        |          | 
|Derivative liabilities - December 31, 2013                                                |  |        | $147,659 | 



The Company recorded the debt discount to the extent of the gross proceeds raised, and expensed immediately the remaining value of the derivative as it exceeded the gross proceeds of the note.



The fair value at the commitment and re-measurement dates for the Companys derivative liabilities were based upon the following management assumptions during the current quarterended December 31, 2013:



|                         |  |                 |      |   |                     |            |   | 
|------------------------ |  | --------------- | ---- | - | ------------------- | ---------- | - | 
|Assumption               |  | Commitment
Date |      |   | Re-measurement
Date |           
|                         |  |                 |      |   |                     |           
|Expected dividends       |  | -               | %    |   |                     | -          | %
|Expected volatility      |  |                 | 309  | % |                     | 281-308    | %
|Expected term in years   |  |                 | 0.25 |   |                     | 0.25-0.62  |  
|Risk free interest rate: |  |                 | 0.13 | % |                     | 0.09%-0.15 | %
|                         |  |                 |      |   |                     |            |   | 



NOTE 7 - INCOME TAXES



Lone Star operates in the United States; accordingly, federal and state income taxes have been provided based upon the tax laws and rates of the US. Deferred taxes are determined based on the temporary differences between the financial statement and income tax bases of assets and liabilities as measured by the enacted tax rates, which will be in effect when these differences reverse.



|                                                                                                                                                                                                                                       
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|The Company is subject to United States income taxes at a rate of 34%. The reconciliation of the provision for income taxes at the United States statutory rate compared to the Companys income tax expense as reported is as follows:



2013    2012



Income tax recovery at statutory rate

$  595,159     $  331,000

Valuation allowance change

(595,159)      (331,000)

Provision for income taxes

$      -         $     -

========     ========



The components of deferred income tax assets and liabilities as of December 31, 2013 and 2012 are as follows:



|                          |  |      |          |   |      |   |          |  
|------------------------- |  | ---- | -------- | - | ---- | - | -------- | -
|Description               |  | 2013 |          |   | 2012 |  
|                          |  |      |          |   |      |  
|Deferred tax assets       |  |      |          |   |      |   |          |  
|Net operating losses      |  | $    | 327,854  |   |      | $ | 275,105  |  
|Less: Valuation allowance |  |      | (327,854 | ) |      |   | (275,105 | )
|                          |  |      |          |   |      |   |          |  
|Net                       |  | $    |         |   |      | $ |         |  



At December 31, 2013 and 2012, the Company has provided a full valuation allowance for the deferred tax assets. The Companys accumulated net operating loss as of December 31, 2017 of $964,266, if not used, will completely expire in 2033.









---

The Company experienced a change in control in 2018 as disclosed on Note 8. Accordingly, the future utilization of net operating losses will be severely restricted by Section 382 of the Internal Revenue Code. Management is in the process of assessing this impact.



NOTE 8  COMMON STOCK



On January 13, 2012, the Company redeemed certain shares of Common Stock held by two of its principal shareholders. The Company redeemed 7,500,000 shares of Common Stock owned by Dan Ferris, for total consideration of $1.00.  In addition, the Company redeemed 22,500,000 shares of Common Stock held by John G. Rhoden, for total consideration of $1.00.  The redeemed shares of Common Stock were retired and restored to the status of authorized and unissued shares, and not held in treasury.



On January 30, 2012, the Company issued 100,000 shares of its Common Stock to Miguel Angel Jaramillo Tapia in accordance with the JV agreement. The fair market value of the shares on the date of issuance was $46,000.



On February 13, 2012, the Company sold 625,000 shares of its Common Stock to North American for gross proceeds of $300,000 pursuant to a Put Notice delivered under the Investment Agreement.    The proceeds will be used to fund the Work Plan related to the La Candelaria project, expenses related to the Tailings Project, and other operating expenses incurred by the Company.



On March 21, 2012, the Company sold 625,000 shares of its Common Stock to North American for gross proceeds of $250,000 pursuant to a Put Notice delivered under the Investment Agreement.



On June 29, 2012, the Company issued 200,000 shares of its Common Stock to Miguel Angel Jaramillo Tapia in accordance with the JV agreemen

t


t



..


.

 The fair market value of the shares on the date of issuance was $33,300.



On July 11, 2012, the Company issued 1,000,000 shares of its Common Stock to Dan Ferris in connection with his Employment Agreement.  The shares were valued at the date of grant, which is recognized ratably over the service period.



On September 14, 2012, the Company sold 653,595 shares of its Common Stock to Fairhills Capital Offshore Ltd in connection with its Securities Purchase Agreement.  The fair market value of the shares on the date issuance was $50,000



Note 9  Warrants



On June 30, 2011, the Company entered into an agreement to issue 100,000 Units to North American Gold Corp (North American), in a private placement, for $1.00 per Unit, with each Unit consisting of one share of Common Stock and one Warrant to purchase a share of Common Stock at $1.20 at any time until June 30, 2014, for cash proceeds of $100,000.  The fair market value of the Warrants on the date of issuance was $15,467, which was calculated using the Black-Scholes option pricing model.  Variables used in the valuation include (1) discount rate of 1.9%, (2) expected life of 3 years, (3) expected volatility of 386% and (4) zero expected dividends.



On August 29, 2011, the Company entered into an agreement to issue 100,000 Units to North American in a private placement, with each Unit consisting of one share of the Companys Common Stock and one warrant to purchase a share of the Companys Common Stock at $1.20 at any time until August 29, 2014, for cash proceeds of $100,000.  The relative fair market value of the warrants on the date of issuance was $44,000, which was calculated using the Black-Scholes option pricing model.  Variables used in the valuation include (1) discount rate of 0.49%, (2) expected life of 3 years, (3) expected volatility of 536% and (4) zero expected dividends.











---







|                              |         |                  |          |                |             |          
|----------------------------- | ------- | ---------------- | -------- | -------------- | ----------- | ---------
|                              |         |                  |          |                | Weighted    |          
|                              |         |                  |          | Weighted       | average     |          
|                              |         |                  |          | average        | remaining   | Aggregate
|                              |         |                  |          | exercise       | contractual | intrinsic
|                              |         |                  | Warrants | price          | life(years) | value    
|                              |         |                  |          |                |             |          
|Outstanding December 31, 2011 | 200,000 | $           1.20 | 2.58     | $       59,467
|Granted                       |         |                  | -        | -              | -           | -        
|Exercised                     |         |                  | -        | -              | -           | -        
|Forfeited or cancelled        |         | -                | -        | -              | -          
|Expired                       |         |                  | -        | -              | -           | -        
|Outstanding December 31, 2012 | 200,000 | $           1.20 | 1.58     | $       59,467
|Granted                       |         |                  | -        | -              | -           | -        
|Exercised                     |         |                  | -        | -              | -           | -        
|Forfeited or cancelled        |         | -                | -        | -              | -          
|Expired                       |         |                  | -        | -              | -           | -        
|Outstanding December 31, 2013 | 200,000 | $           1.20 | 0.58     | $       59,467



NOTE 10  RELATED PARTY TRANSACTIONS



All related party transactions are recorded at the exchange amount which is the value established and agreed to by the related party.



A payable to a related party of $17,574 to Maurice Bideaux, the Companys former chief executive officer and director, was forgiven by Mr. Bideaux in 2010.  An additional advance from Mr. Bideaux of $38,910 remains unpaid.



NOTE 11 SUBSEQUENT EVENTS



The Company has evaluated all transactions from December 31, 2013 through the financial statement issuance date for subsequent event disclosure consideration and noted no significant subsequent event that needs to be disclosed except as follows:



In June of 2017 the Companys creditors filed a petition in the District Court of Harris County, Texas for the appointment of a receiver.  In August of 2017, Angela Collette was appointed receiver pursuant to the petition.  In connection with the receivership, Ms. Collette was appointed President, Secretary, Treasurer and Director of the Company.  In February 2018 Ms. Collette appointed William Alessi as a director of the Company and then resigned as a director and officer of the Company.



In February 2018 William Alessi, our sole director and Executive Officer was issued 100,000 shares of common stock and 30,000,000 shares of Series A preferred share, which represents 100% of the outstanding shares of this class.  Each Series A preferred share is entitled to 100 votes on any matter upon which the holder of common stock is entitled to vote.

















---



SIGNATURES



Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.



LONE STAR GOLD, INC.





|                     |     |                                                   | 
|-------------------- | --- | ------------------------------------------------- | 
|Dated: February 2019 | By: | /s/ William Alessi                                | 
|                     |     | William Alessi                                    | 
|                     |     | Chief Executive, Financial and Accounting
Officer | 
|                     |     |                                                   | 

Pursuant to the requirements of the Securities Exchange Act of l934, this Report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.



|          |  |       |  |     
|--------- |  | ----- |  | ----
|Signature |  | Title |  | Date
|          |  |       |  |     

/s/ William Alessi

Chief Executive, Financial and Accounting

William Alessi

Officer and a Director

February 2019







































---

























EXHIBIT 31



























---

CERTIFICATIONS



I, William Alessi, certify that:



1. I have reviewed this annual report on Form 10-K of Lone Star Gold, Inc.;



2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;



3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;



4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15 and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:



a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;



b) designed such internal control over financial reporting, or cause such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;



c) evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and



d) disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and



5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of the internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):



a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and



b) any fraud, whether or not material, that involves management or other employees who have significant role in the registrant's internal control over financial reporting.



February 2019

/s/ William Alessi

William Alessi, Principal Executive Officer















---





CERTIFICATIONS



I, William Alessi, certify that:



1. I have reviewed this annual report on Form 10-K of Lone Star Gold, Inc..



2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;



3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;



4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15 and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:



a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;



b) designed such internal control over financial reporting, or cause such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;



c) evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and



d) disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and



5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of the internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):



a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and



b) any fraud, whether or not material, that involves management or other employees who have significant role in the registrant's internal control over financial reporting.



February 2019

/s/ William Alessi

William Alessi, Principal Financial Officer













---





















EXHIBIT 32































---





In connection with the Annual Report of Lone Star Gold, Inc. (the "Company") on Form 10-K for the year ending December 31, 2013 as filed with the Securities and Exchange Commission (the "Report"), William Alessi, the Companys Principal Executive and Financial Officer, certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2013, that to the best of their knowledge:



(1)

The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and



(2)

The information contained in the Report fairly presents, in all material respects, the financial condition and results of the Company.





February 2019

/s/ William Alessi

William Alessi, Principal Executive and Financial Officer