UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-K
                                   (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 Center 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 [x] No [ ]

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
<PAGE>

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)  Smaller reporting company   [x]
 Accelerated filer       [ ]                    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 November 30, 2018, was approximately $0.

As of November 30, 2018 the Company had 143,261,963 outstanding shares of common
stock.

Documents incorporated by reference:       None



                                       2
<PAGE>

           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
<PAGE>

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.

     On November  28, 2018 the Company  entered into an agreement to acquire all
of  the  issued  and  outstanding  shares  of  Infinity,   Inc.  for  60,000,000
(post-split) shares of the Company's common stock.

     The  acquisition  of Infinity is  contingent  upon a number of  conditions,
including:

     o    FINRA's approval of a 100-for-1  reverse split of the Company's common
          stock, and

     o    the  Company's  acquisition  of Good Hemp Living,  Inc. for  9,154,615
          (post-split) shares of the Company's common stock.

     Infinity  is  focused  on the  acquisition  and  management  of  vertically
integrated  companies in the regulated  recreational  and  medical-use  cannabis
industry.

     Infinity  currently  operates  under  a City  of  San  Diego  Business  Tax
Certificate  that allows  processing  and packaging of medical  marijuana  until
12/31/2019.  This allows  Infinity to operate  under Prop215 until a Conditional
Use Permit ("CUP") is granted. Infinity is in Cycle 8 of 10 cycles with the City
of San Diego CUP process under San Diego Ordinance O-20858 which allows Infinity
to operate a  marijuana  manufacturing-processing,  packaging  and  distribution
facility in accordance with San Diego Municipal Code section 141.1004.

     Infinity also markets a line of disposable vape pens, CBD lotions,  CBD/THC
pain salves, and CBD teas.

     For the nine month period ended September 30, 2018 Infinity had revenues of
$4,531,775 and net income of $17,112.

     Good Hemp Living,  Inc. is a company  involved in developing a line of hemp
based  consumer  goods.  Good Hemp Living,  Inc. is  controlled  by Mark Spoone,
William Alessi and Chris Chumas.  For the nine month period ended  September 30,
2018 Good Hemp Living did not have any revenues.

                                       4
<PAGE>

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:

     o    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);

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

     o    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.

                                       5
<PAGE>

Item 1A.      Risk Factors.

     Not applicable for a 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

                         High        Low

      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.

                                       6
<PAGE>

     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, November 30, 2018, the Company had 143,261,963 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 its Balance Sheet as
at December 31, 2013.

     The Company did not, as of November 30, 2018, 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

                                       7
<PAGE>

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:

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

     o    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.

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

     Notwithstanding  the  above,  a controls  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

                                       8
<PAGE>

     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

         Mark Spoone         52     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 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.

     Mr.  Spoone was the founder of  Cannalife  USA, Ltd and since 2013 has been
its Chief Executive Officer.  Cannalife is one of the first companies to develop
and market  beverages using byproducts of hemp as an essential  ingredient.  Mr.
Spoone is one of the founders of the  National  Hemp  Associations.

     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.

     o    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.

                                       9
<PAGE>

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

     o    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.

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

     o    The  Company  appointed  Mark  Spoone to be a director  on December 3,
          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.
<TABLE>
<S>                        <C>      <C>      <C>    <C>     <C>        <C>        <C>
                                   Bonus           Stock   Optio   Other Annual
Name and                 Fiscal   Salary    Bonus  Awards  Awards  Compensation  Total
Principal Position        Year      (1)      (2)     (3)    (4)         (5)       ($)
---------------------------------------------------------------------------------------

Mark Townsend             2013     $   --      --       --     --        --   $       --
Chief Executive Officer

Daniel Ferris             2013     $   --      --       --     --        --   $       --
Chief Executive Officer   2012   $120,000         $999,996     --        --   $1,119,996

</TABLE>

(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, 2019 and the amount of time this
person expects to devote to the Company.


                                       10
<PAGE>

                            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 November 30, 2018, 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

      Mark Spoone                               --                     --
      4833 Front St., B-405
      Castle Rock, CO  80104

      All Officers and Directors           100,000                    Nil
      as a group (two 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 holders 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 holders of common stock is entitled to vote.

Item 14.   Principal Accountant Fees and Services.

     The  following  is a summary  of the fees  billed to us by our  independent
auditors for the fiscal year ended December 31, 2012:

                                                             Fiscal
Fee Category                                                  2012
                                                             --------

Audit fees                                                   $ 69,355
Tax fees                                                            -
Other fees                                                          -
                                                             --------
Total fees                                                   $ 69,355
                                                             ========


                                       11
<PAGE>

Audit Fees  consist of fees billed for  professional  services  rendered for the
audit of our financial statements and review of the interim financial statements
included in  quarterly  reports and services  that are normally  provided by our
auditors in connection with statutory and regulatory filings or engagements.

The Board of  Directors'  policy  is to  pre-approve  all audit and  permissible
non-audit services provided by the independent auditors on a case-by-case basis.
These services may include audit services,  audit-related services, tax services
and other services.

The  Company's  financial  statements  for the year ended  December 31, 2013, as
filed with the Company's  December 31, 2014 10-K report,  were unaudited and are
incorporated in this 10-K report by reference..

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.




                                       12

<PAGE>


ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA


                   INDEX TO CONSOLIDATED FINANCIAL STATEMENTS



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









<PAGE>

                           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 sheets of Lone Star Gold,
Inc.  (the  "Company")  as of December  31, 2012,  and the related  consolidated
statements of operations, shareholders' equity (deficit), and cash flows for the
year then ended. These consolidated  financial statements are the responsibility
of the  Company's  management.  Our  responsibility  is to express an opinion on
these financial  statements based on our audits. We did not audit the statements
of operations, stockholders' deficit and cash flows for the period from November
26, 2007  (inception) to December 31, 2009,  which totals reflected a deficit of
$107,017  accumulated during the exploration  stage. Those financial  statements
and  cumulative  totals were audited by other  auditors whose report dated April
12, 2010,  expressed an unqualified  opinion on those  statements and cumulative
totals, and included an explanatory paragraph regarding the Company's ability to
continue  as a going  concern.  Our  opinion,  insofar  as it relates to amounts
included for that period is based on the report of other  independent  auditors,
mentioned above.

We conducted our audits 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 and the report of
the other auditors 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 the year then ended in conformity with accounting principles generally
accepted in the United States of America.

As discussed in Note 1 to the consolidated  financial statements,  the Company's
absence of significant revenues,  recurring losses from operations, and its need
for  additional  financing  in order to fund its  projected  loss in 2013  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


                                       F-2
<PAGE>


                              LONE STAR GOLD, INC.
                          CONSOLIDATED BALANCE SHEETS

                                                       December 31,
                                               ---------------------------
                                                  2013           2012
                                               ------------  -------------
ASSETS                                         (Unaudited)

Current assets
Cash                                          $          -   $          -
Prepaid expenses                                         -            152
Property and equipment, net                              -         38,353
Mining assets                                            -        179,300
                                                ----------     ----------
Total assets                                             -        217,805
                                                ===========    ==========

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities
Accounts payable                                   109,495         90,372
Accrued liabilities                                 52,513        110,216
Note payable                                        45,778         50,000
Derivative liability                               166,051         30,555
Due to related party                                38,910         38,910
                                                ----------     ----------
Total liabilities                                  369,104        320,053

Stockholders' equity
Common stock                                       143,262         89,995
Additional paid-in capital                       5,398,908      3,497,642
Accumulated deficit                             (5,935,230)    (3,671,447)
Non-controlling interest in subsidiary             (19,687)       (18,438)
                                                ----------    -----------
Total stockholders' deficit                       (369,104)      (102,248)
                                                ----------    -----------
Total liabilities and stockholders' deficit   $          -   $    217,805
                                                ==========    ===========


   The accompanying notes are an integral part of these financial statements.

                                       F-3
<PAGE>

                              LONE STAR GOLD, INC.
                       CONSOLIDATED STATEMENTS OF OPERATIONS

                                                    For the Year Ended
                                              -------------------------------
                                                  December 31,  December 31,
                                                      2013         2012
                                                 ------------  -------------
                                                  (Unaudited)

  Revenue                                      $          -    $          -
                                                 ----------    ------------
  Operating Expenses                                 (1,460)     (1,965,638)
                                                 ----------    ------------
  Loss from operations                               (1,460)     (1,965,638)
                                                 ----------    ------------
  Other income (expense)                           (135,496)         (9,849)
                                                 ----------    ------------
  Income (loss) from discontinued operation      (2,128,076)              -
  Net Income (Loss)                              (2,265,032)     (1,975,487
  Net   Income   (loss)   attributable   to
  non-controlling interest                           (1,249)          1,757
                                                 ----------    ------------
  Net Income  (loss)  attributable  to Lone
  Star Gold, Inc.                               $(2,263,783)   $ (1,973,730)
                                                ===========    ============

  Loss per share - basic and diluted            $     (0.02)   $      (0.02)
                                                ===========    ============
  Weighted   average  shares  -  basic  and     143,261,963      89,799,438
  diluted


   The accompanying notes are an integral part of these financial statements.

                                       F-4
<PAGE>





                              LONE STAR GOLD, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                        FOR THE YEARS ENDED DECEMBER 31,


                                                      2013               2012
                                                   (Unaudited)
Operating Activities

Net loss                                           $(2,265,032)     $(1,975,487)
Adjustments to reconcile net loss to net
   cash used in operating activities

Depreciation expense                                                      7,972
Stock issued for services                             1,954,533         999,996
Change in derivative liability changes in
  operating assets and liabilities                      135,496           9,575

Prepaid expenses                                            152           2,086
Accounts payable and accrued liabilities                (38,580)        165,123
                                                    -----------      ----------
Cash used in Operating Activities                      (213,431)       (790,735)
                                                    -----------      ----------

Investing Activities
Property and equipment                                   38,353               -
Mining assets                                           179,300         (75,000)
                                                    -----------      ----------
Cash provided by(used in) Investing Activities          217,653         (75,000)
                                                    -----------      ----------

Financing Activities
Proceeds from sale of common stock                            -         600,000
Notes payable                                            (4,222)         50,000
Redemption of shares                                          -             (2)
                                                    -----------      ----------
Cash provided by(used in) Financing
Activities                                               (4,222)        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
                                                    ===========      ==========


    The accompanying notes are an integral part of these financial statements

                                       F-5
<PAGE>


                              LONE STAR GOLD, INC.
                 CONSOLIDATED STATEMENT OF STOCKHOLDER' DEFICIT
                FOR THE YEAR ENDED DECEMBER 31, 2013 (UNAUDITED)
<TABLE>
<S>                     <C>        <C>         <C>           <C>            <C>       <C>
                                             Additional                    Non-
                         Common Stock         Paid-In    Accumulated   Controlling
                      Shares      Amount      Capital      Deficit       Interests    Total
                      ------      -----      ---------   -----------   -----------    -----
Balance - January
1, 2013             89,994,663   $ 89,995    $3,497,64  $(3,671,447)    $(18,438) $  (102,248)

Stock issued for
services            53,267,300     53,267    1,901,266                              1,954,533

Net loss                                                 (2,263,783)      (1,249)  (2,265,032)
                    ----------   --------   ----------  -----------     --------   ----------
Balance - December
31, 2013           143,261,963    143,262   $5,398,908  $(5,935,230)    $(19,687)   $(412,747)
                   ===========   ========   ==========  ===========     ========    =========
</TABLE>

    The accompanying notes are an integral part of these financial statements


                                       F-6
<PAGE>


                              LONE STAR GOLD, INC.
                   NOTES TO CONSOLIDATED 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 915 Development
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) Non-controlling Interests

Non-controlling  interests represent the equity in a subsidiary not attributable
directly or indirectly to the Company,  and in represented  in the  consolidated
balance sheets as a component of stockholders' equity. Non-controlling interests
in the results of  operations  of the Company are  presented  in the face of the
statement of  operations  as an  allocation  of the total profit or loss between
non-controlling interests and the shareholders of the Company.

(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) 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.

                                       F-7
<PAGE>

  (e) 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 is provided 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.

(f) 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, 2017,
2016, 2015, 2014 or 2013.

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  $5,935,230  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 -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.



                                       F-8
<PAGE>

                                   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: December 7, 2018                   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    December 7, 2018
--------------------              and Accounting Officer
William Alessi                        and a Director


/s/ Mark Spoone                      Director                  December 7, 2018
-----------------
Mark Spoone