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EX-3.3 - EXHIBIT 3.3 - Lone Star Gold, Inc.v221963_ex3-3.htm
EX-32.1 - EXHIBIT 32.1 - Lone Star Gold, Inc.v221963_ex32-1.htm
EX-31.1 - EXHIBIT 31.1 - Lone Star Gold, Inc.v221963_ex31-1.htm

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 20549
 
FORM 10-Q
  (Mark one)
 
x
QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
   
 
For the quarterly period ended March 31, 2011
 
o
TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
   
 
For the transition period from _________ to ___________
 
 
KEYSER RESOURCES, INC.
(Exact Name of Registrant as Specified in Its Charter)
     
Nevada
333-159561
N/A
(State of Incorporation)
(Commission File Number)
(IRS Employer Identification No.)

4900 California Ave., Tower B-210
Bakersfield, California 93309
(Address of principal executive offices) (Zip code)

Issuer's telephone number: (661) 377-2911

N/A
Former name, former address, and former fiscal year, if changed since last report)
 
Indicate by check mark whether the registrant: (1) has filed all reports required 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 o
 
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes x    No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company.  See the definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.  (Check one):
 
Large accelerated filer o
Accelerated filer o
   
Non-accelerated filer o
Smaller reporting company x
(Do not check if smaller reporting company)
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes x    No o
 
The number of shares of the registrant's Common Stock, $0.001 par value per share, outstanding as of May 11, 2011 was 5,764,996.
 
 
 
 

 
 
Table of Contents
 
   
Page 
Part I –
Financial Information
 
 
Item 1. Financial Statements (unaudited)
 
 
Balance Sheets as of March 31, 2011 (Unaudited) and December 31, 2010
1
 
Statements of Operations for the three month periods ended March 31, 2011 and 2010 and from November 26, 2007 (Date of Inception) to March 31, 2011 (Unaudited)
2
 
Statements of Cash Flows for the three month periods ended March 31, 2011 and 2010 and from November 26, 2007 (Date of Inception) to March 31, 2011 (Unaudited)
3
 
Notes to the Financial Statements (unaudited)
4
 
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
7
 
Item 3. Quantitative and Qualitative Disclosures about Market Risk
9
 
Item 4. Controls and Procedures
9
Part II –
Other Information
 
 
Item 1. Legal Proceedings
10
 
Item 1A. Risk Factors
10
 
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
10
 
Item 3. Defaults upon Senior Securities
10
 
Item 4. (Removed and Reserved)
10
 
Item 5. Other Information
10
 
Item 6. Exhibits
10
Signatures
11
Exhibit Index
 
Rule 13a-14(a) Certification executed by Dan Ferris
 
Section 1350 Certification
 
 
 
 
 
 

 
 
Keyser Resources Inc.
(An Exploration Stage Company)
Balance Sheets
 
   
March 31,
2011
   
December 31,
2010
 
   
(unaudited)
       
ASSETS
           
             
Current Assets
           
             
Cash
 
 $
12,633
   
 $
9,977
 
Notes and interest receivable (related party)
   
593,589
     
291,192
 
   Total current assets
   
606,222 
     
301,169 
 
Total Assets
 
 $
606,222
   
 $
301,169
 
                 
                 
LIABILITIES AND STOCKHOLDERS’ EQUITY
               
                 
Current Liabilities
               
                 
Accounts payable
 
 $
21,798
   
 $
5,726 
 
Accrued liabilities
   
23,000
     
23,000
 
Due to related party
   
38,910
     
38,910
 
  Total current liabilities
   
  83,708 
     
67,636 
 
Total Liabilities
   
83,708
     
67,636
 
                 
Contingencies and Commitments
               
                 
Stockholders’ Equity
               
                 
Common stock, 75,000,000 shares authorized, $0.001 par value; 6,364,996 and
6,064,996 shares issued and outstanding as of March 31, 2011 and December 31,
2010 respectively.
   
6,365
     
6,065
 
                 
Additional paid-in capital
   
695,234
     
395,534
 
                 
Deficit accumulated during the exploration stage
   
(179,085
)
   
(168,066
)
                 
Total Stockholders’ Equity
   
522,514
     
233,533
 
                 
Total Liabilities and Stockholders’ Equity
 
 $
606,222
   
 $
301,169
 
                 
 
(The Accompanying Notes are an Integral Part of These Financial Statements)
 
 
1

 
 
Keyser Resources Inc.
(An Exploration Stage Company)
Statements of Operations
(unaudited)
 
   
For the
Three Months
Ended
March 31,
2011
   
For the
Three Months
Ended
March 31,
2010
   
Accumulated
Deficit from
November 26, 2007
(Date of Inception)
to March 31,
2011
 
                   
Operating Expenses
                       
                         
General and administrative
 
 $
18,416
   
 $
8,136 
   
 $
152,921
 
Exploration costs
   
     
397
     
22,273
 
Management fees
   
     
     
12,480
 
                         
Total Operating Expenses
   
(18,416
 )
   
(8,533)
     
 (187,674)
 
                         
Interest Income
   
7,397
     
     
8,589
 
                         
Net Loss
 
 $
(11,019
)
 
 $
(8,533
)
 
 $
(179,085
)
                         
Net Loss Per Share – Basic and Diluted
 
 $
(0.00)
   
 $
(0.00)
         
                         
Weighted Average Common Shares Outstanding
   
6,344,761
     
5,765,000
         
 
(The Accompanying Notes are an Integral Part of These Financial Statements)
 
 
 
2

 
 
Keyser Resources Inc.
(An Exploration Stage Company)
Statements of Cash Flows
(unaudited)
 
   
For the
Three Months
Ended
March 31,
2011
   
For the
Three Months
Ended
March 31,
2010
   
Accumulated from
November 26, 2007
(Date of Inception)
to March 31,
2011
 
Operating Activities
                 
                   
Net loss
 
 $
(11,019
)
 
 $
(8,533
)
 
 $
(179,085
)
                         
  Adjustments to reconcile net loss to net cash used in operating activities:
                       
                         
Changes in operating assets and liabilities:
                       
Interest receivable
   
(7,397)
     
344
     
(8,589
)
Accounts payable and accrued liabilities
   
16,072
     
3,284
     
44,798
 
                         
Net Cash Used In Operating Activities
   
(2,344
)
   
(4,905
)
   
(142,876
)
                         
Investing Activities
                       
                         
Note receivable extended to Related Party
   
(295,000
)
   
     
(585,000)
 
                         
Net Cash Used in Investing Activities
   
(295,000
)
   
     
(585,000)
 
                         
Financing Activities
                       
                         
   Proceeds from advances – related party
   
     
     
56,484
 
                         
Proceeds from sale of common stock
   
300,000
     
     
684,025
 
                         
Net Cash Provided By Financing Activities
   
300,000
     
     
740,509
 
                         
Increase (Decrease) in Cash
   
2,656
     
(4,905
)
   
12,633
 
                         
Cash - Beginning of Period
   
9,977
     
6,099
     
 
                         
Cash - End of Period
 
 $
12,633
   
 $
1,194
   
 $
12,633
 
                         
Supplemental Disclosures
                       
Interest paid
 
 $
   
 $
   
 $
 
Income taxes paid
 
 $
   
 $
   
 $
 
                         
Non Cash Transactions:
                       
  Forgiveness of advances – related party
 
$
-
   
$
-
   
$
17,574
 

(The Accompanying Notes are an Integral Part of These Financial Statements)
 
 
3

 
 
Keyser Resources Inc.
(An Exploration Stage Company)
Notes to the Financial Statements
March 31, 2011
(unaudited)


1.
Nature of Operations and Continuance of Business
 
Keyser Resources Inc. (the “Company” or “Keyser”) 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 (“FASB”) Accounting Standards Codification (“ASC”) 915, Development Stage Entities.

These financial statements have been prepared on a going concern basis, which implies the Company will continue to realize its assets and discharge its liabilities in the normal course of business. The Company has not generated any revenue since inception and has never paid any dividends and is unlikely to pay dividends or generate earnings in the immediate or foreseeable future. The continuation of the Company as a going concern is dependent upon the continued financial support from its shareholders, the ability of the Company to obtain necessary equity financing to continue operations, and the attainment of profitable operations. As at March 31, 2011, the Company has accumulated losses of $179,085 since inception. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. These financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.
 
The unaudited financial statements as of March 31, 2011 and for the three months ended March 31, 2011 and 2010, and for the period November 26, 2007 (inception) to March 31, 2011 have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and with instructions to Form 10-Q. In the opinion of management, the unaudited financial statements have been prepared on the same basis as the annual financial statements and reflect all adjustments, which include only normal recurring adjustments, necessary to present fairly the financial position as of March 31, 2011 and the results of operations and cash flows for the periods ended March 31, 2011 and 2010, and for the period November 26, 2007 (inception) to March 31, 2011. The financial data and other information disclosed in these notes to the interim financial statements related to these periods are unaudited. The results for the three month period ended March 31, 2011 is not necessarily indicative of the results to be expected for any subsequent quarter of the entire year ending December 31, 2011. The balance sheet at December 31, 2010 has been derived from the audited financial statements at that date.

Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States have been condensed or omitted pursuant to the Securities and Exchange Commission's rules and regulations. These unaudited financial statements should be read in conjunction with our audited financial statements and notes thereto for the year ended December 31, 2010 as included in our Form 10-K filed with the Securities and Exchange Commission.
 
 
2.
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 Mr. Bideaux was forgiven by Mr. Bideaux in 2010.  An additional advance from Mr. Bideaux of $38,910 remains unpaid.

The Company made four separate loans to American Liberty Petroleum Corp., a Nevada corporation (“ALP”) in late 2010 and early 2011.  Alvaro Vollmers, the sole director and officer of ALP, was the sole director and officer of Keyser until his resignation on March 29, 2011.
 
 
4

 
 
Keyser Resources Inc.
(An Exploration Stage Company)
Notes to the Financial Statements
March 31, 2011
(unaudited)


On December 6, 2010, ALP borrowed $290,000 from Keyser (the “Initial Loan”). On January 7, 2011, ALP borrowed $200,000 from Keyser (the “Second Loan”). The Promissory Note (the “Initial Note”) executed by ALP in connection with the Initial Loan and the Promissory Note (the “Second Note”) executed by ALP in connection with the Second Loan contained the following payment terms: (a) the unpaid principal amount accrued interest at the rate of six percent (6%) per annum, (b) the unpaid principal and all accrued but unpaid interest thereon was due and payable on February 28, 2011, and (c) the unpaid principal and accrued but unpaid interest could be prepaid in whole or in part at the option of ALP, without penalty or premium.  None of the Notes was secured by any assets of ALP.

On February 28, 2011, ALP executed an Amended and Restated Promissory Note that amended and restated the Initial Note in its entirety, and extended the maturity date to March 31, 2011, and an Amended and Restated Promissory Note that amended and restated the Second Note in its entirety, and extended the maturity date to March 31, 2011.  Except for the extension of the maturity dat5e, the terms of payment (including the interest rate) remained the same.

Also on February 28, 2011, ALP borrowed $50,000 from Keyser (the “Third Loan”). Finally, on March 8, 2011, ALP borrowed an additional $45,000 from Keyser (the “Fourth Loan”). Both the Promissory Note (the “Third Note”) executed by ALP in connection with the Third Loan and the Promissory Note (the “Fourth Note”) executed by ALP in connection with the Fourth Loan contained identical payment terms as the Initial Note and the Second Note, except for a maturity date of March 31, 2011.

On  March 28, 2011, ALP and Keyser executed a Second Amended and Restated Promissory Note that amends and restates the Initial Note in its entirety, and extends the maturity date to April 30, 2011,  a Second Amended and Restated Promissory Note that amends and restates the Second Note in its entirety, but extends the maturity date to April 30, 2011, an Amended and Restated Promissory Note that amends and restates the Third Note in its entirety, but extends the maturity date to April 30, 2011, and an Amended and Restated Promissory Note that amends and restates the Fourth Note in its entirety, but extends the maturity date to April 30, 2011. Except for the extension of the maturity date, the terms of payment (including the interest rate) remain the same.

Keyser obtained the funds subsequently loaned to ALP from the private placements of Units to New World Petroleum Investments (“New World”) described in Note 3.

On April 13, 2011, Keyser and New World Petroleum Investments executed a Redemption Agreement, whereby Keyser redeemed all of the shares of Common Stock and the Warrants that New World owned (consisting of the 600,000 shares of Common Stock and Warrants to purchase 600,000 shares of Common Stock obtained in the private placements of Units described in Note 4), and in consideration for the Common Stock and Warrants assigned to New World the four Promissory Notes described above. As a result of the Redemption Agreement, the Company no longer holds the Promissory Notes.

 
3. 
Common Stock
 
On December 3, 2010, the Company issued 300,000 Units to New World in a private placement, with each Unit consisting of one share of Common Stock and one Warrant to purchase a share of Common Stock at $1.25 at any time within 3 years, for cash proceeds of $300,000. The relative fair value of the warrants issued was $46,500.

On January 3, 2011, the Company issued 150,000 Units to New World in a private placement, with each Unit consisting of one share of Common Stock and one Warrant to purchase a share of Common Stock at $1.25 at any time until January 3, 2014, for cash proceeds of $150,000. On January 6, 2011, the Company completed a private placement of an additional 150,000 Units to New World on similar terms, for $1.00 per Unit, or $150,000. The relative fair value of the warrants issued was $46,000.
 
 
5

 
 
Keyser Resources Inc.
(An Exploration Stage Company)
Notes to the Financial Statements
March 31, 2011
(unaudited)

 
4.
Subsequent Events
 
On April 13, 2011, the Company and New World executed a Redemption Agreement, whereby Keyser redeemed all of the shares of Common Stock and the warrants New World owned (consisting of the 600,000 shares of Common Stock and Warrants to purchase 600,000 shares of Common Stock obtained in the private placements described in Note 3 above) and in consideration for the Common Stock and Warrants assigned to New World the four Promissory Notes described in Note 2 above.  As a result of the Redemption Agreement, New World owns no securities of the Company.\

On May 10, 2011, stockholders holding at least a majority of the issued and outstanding shares of Common Stock, acting by written consent, adopted resolutions that approved the name change to “Lone Star Gold, Inc.”, the increase in the number of authorized shares of Common Stock to 150,000,000, the 20:1 stock split, and the Amended and Restated Articles of Incorporation. The written consent was signed by John Rhoden and Dan Ferris, who together own 52% of the issued and outstanding shares of Common Stock.

The Amended and Restated Articles of Incorporation have not been filed with the Nevada Secretary of State pending preliminary approval by FINRA of documents relating to the 20:1 forward stock split and the change of the Company’s name; however, the Company anticipates that the Amended and Restated Articles of Incorporation will be filed prior to, and will be effective on, May 30, 2011.




 
 

 
 
6

 

ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Special Note on Forward-Looking Statements

This Form 10-Q contains "forward-looking" statements including statements regarding our expectations of our future operations. For this purpose, any statements contained in this Form 10-K that are not statements of historical fact may be deemed to be forward-looking statements. Without limiting the foregoing, words such as "may," "will," "expect," "believe," "anticipate," "estimate," or "continue" or comparable terminology are intended to identify forward-looking statements. These statements by their nature involve substantial risks and uncertainties, and actual results may differ materially depending on a variety of factors, many of which are not within our control. These factors include, but are not limited to, economic conditions generally and in the industries in which we may participate, competition within our chosen industry, including competition from much larger competitors, technological advances, and the failure by us to successfully develop business relationships.

Background
 
COMPANY HISTORY
 
We are a start-up exploration stage company without significant operations and we are in the business of gold and copper exploration. Keyser Resources, Inc. was incorporated in the State of Nevada on November 26, 2007.  On the date of our incorporation, we appointed Maurice Bidaux as our Director.  Mr. Bidaux was then appointed President, Principal Financial Officer, Principal Accounting Officer and Secretary of our company.

On November 17, 2010, the Company underwent a change in management.  Mr. Bideaux sold all of his shares of common stock of the Company to Alvaro Vollmers and John Rhoden.  In connection therewith, Mr. Bidaux resigned as a director and officer of the Company.  Shareholders holding at least a majority of the issued and outstanding shares of common stock of the Company elected Alvaro Vollmers to serve as sole director of the Company.  Mr. Vollmers subsequently appointed himself President, Secretary and Treasurer of the Company.

On March 29, 2011, the Company underwent another change in management.  On March 29, 2011, Mr. Vollmers sold all of his shares of Common Stock of the Company to Dan M. Ferris.  Mr. Vollmers resigned as sole director and officer of the Company at the time of sale.  Shareholders holding at least a majority of the issued and outstanding shares of the Common Stock of the Company elected Mr. Ferris to serve as the sole director.  Mr. Ferris subsequently appointed himself President, Secretary and Treasurer.

Our principal office is located at 4900 California Ave., Tower B-210, Bakersfield, CA 93309. Our telephone number is (661) 377-2911.
 
OUR BUSINESS
 
On June 11, 2008 we signed an option agreement (the “Bearclaw Option Agreement”) with Bearclaw Capital Corporation (“Bearclaw”) to acquire a 90% interest in the Rey Lake Property, which is located in the Nicola Mining Division of British Columbia, 45 kilometers north-west of Merrit, British Columbia, Canada.  The Bearclaw Option Agreement allowed Keyser to acquire the interest in the Rey Lake property by making exploration expenditures totaling approximately $320,000 over a period of time, with final payments due by September 30, 2010.  The Company made payments totaling $21,506 but failed to make all required payments by September 30, 2010, and forfeited the right to exercise the option.
 
After Mr. Vollmers replaced Mr. Bideaux as the sole director of the Company, the Company abandoned its plan to pursue the Bearclaw Option Agreement.

On January 24, 2011, the Company entered into an Agreement and Plan of Merger with American Liberty Petroleum Corp., a Nevada corporation (“ALP”), and its wholly-owned subsidiary, True American Energy Corporation, a Nevada corporation (“TAEC”). The Merger Agreement provided that TAEC would merge with and into the Company, with the Company being the surviving corporation. Alvaro Vollmers, who was the sole director and officer of the Company until March 29, 2011, is also the sole director and officer of ALP.

As a result of the planned merger, the Company would have acquired an option to purchase certain oil and gas properties located in Nevada. The option was granted pursuant to an option agreement (the “Desert Discoveries Option Agreement”) between ALP and Desert Discoveries, Inc., a Nevada corporation, which had been assigned by ALP to TAEC. If the merger had been consummated, the Company would have had the right to acquire the oil and gas properties by paying the purchase price for the properties. However, the parties failed to satisfy all conditions precedent to the merger, and thus Merger Agreement was never finalized by agreement of all parties on March 18, 2011.
 
 
7

 
 
New World Petroleum Investments (“New World”) had provided funding for ALP to make the payments under the Desert Discoveries Option Agreement by investing directing in ALP.  Beginning in December 2010, New World invested in the Company through private placements. The Company then loaned the proceeds to ALP to enable ALP to continue to make such payments, in anticipation of the merger. See Notes 2 and 3 to the Financial Statements.

After the merger agreement had been terminated, New World advised Keyser that it preferred to invest in ALP instead of Keyser, due to the fact that the Option Agreement would not be transferred to Keyser in the previously-anticipated merger. Keyser then redeemed all of the securities of Keyser that New World owned, consisting of shares of common stock and warrants to purchase common stock, and in exchange for the redemption assigned the four Promissory Notes described in Note 2 to the Financial Statements to New World. ALP has indicated in its public filings that New World used the Promissory Notes as consideration for 10,500,000 shares of common stock of ALP, and warrants to purchase 10,500,000 additional shares of common stock of ALP, which were issued to New World in a private placement in April, 2011.
 
Results of Operations
 
We have not generated any revenue since our inception.  For the periods below, we had the following expenses:

   
For the
three months
ended
March 31,
2011
   
For the
three months
ended
March 31,
2010
   
Accumulated
Deficit from
November 26,
2007
to
March 31,
2011
 
                   
General and administrative
 
$
18,416
   
$
8,136
   
$
152,921
 
Exploration
   
-
     
397
     
22,273
 
Management fees
   
-
     
-
     
12,480
 
     
18,416
     
8,533
     
187,674
 
 
For the three months ended March 31, 2010, we incurred $397 in exploration costs and $8,136 for general and administrative expenses.  For the three months ended March 31, 2011, we incurred $18,416  in general and administrative costs.
 
Liquidity and Capital resources
 
The following is a summary of our balance sheet as of March 31, 2011 and December 31, 2010:
 
   
March 31,
2011 ($)
   
December 31,
2010 ($)
 
             
Cash
   
12,633
     
9,977
 
Current Liabilities
   
83,708
     
67,636
 
Working Capital
   
522,514
     
233,533
 
                 
Stockholders’ Equity
   
522,514
     
233,533
 

 
8

 
 
Going Concern
 
We have not attained profitable operations and are dependent upon obtaining financing to pursue any extensive exploration activities. For these reasons our auditors stated in their report that they have substantial doubt we will be able to continue as a going concern.
 
Accounting and Audit Plan
 
We intend to continue to have our outside consultant assist us in the preparation of our quarterly and annual financial statements and have these financial statements reviewed or audited by our independent auditor. Our outside consultant is expected to charge us approximately $2,000 to prepare our quarterly financial statements and approximately $5,000 to prepare our annual financial statements.

Off-balance sheet arrangements
 
We have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to stockholders.
 
Item 3. Quantitative and Qualitative Disclosures About Market Risk.

N/A

Item 4. Controls and Procedures.
 
Our principal executive and principal financial officers have evaluated the effectiveness of our disclosure controls and procedures, as defined in Rules 13a – 15(e) and 15d – 15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) that are designed to ensure that information required to be disclosed in our reports under the Exchange Act, is recorded, processed, summarized and reported within the time periods required under the SEC’s rules and forms and that the information is gathered and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow for timely decisions regarding required disclosure.
 
Our principal executive officer and principal financial officer evaluated the effectiveness of our disclosure controls and procedures (as defined in Exchange Act Rule 13a-15(e)) as of the end of the period covered by this report. Based on this evaluation, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures were not effective as of the end of the period covered by this report.
 
(b) Changes In Internal Control Over Financial Reporting

There were no changes in our internal controls over financial reporting during this fiscal quarter that materially affected, or is reasonably likely to have a materially affect, on our internal control over financial reporting.

 
9

 
 
PART II
OTHER INFORMATION

Item 1. Legal Proceedings.

We are not aware of any pending or threatened legal proceedings which involve Keyser Resources Inc.

Item 1A. Risk Factors.

There has been no material changes in our risk factors from those disclosed in our Form 10-K filed with the SEC on April 22, 2011, for the period ended December 31, 2010.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

None

Item 3. Defaults Upon Senior Securities.

None.

Item 4.(Removed and Reserved)

Item 5. Other Information.

On May 9, 2011, Dan Ferris, the sole director of the Company, adopted resolutions to:

 
1.
Change the name of the Company from “Keyser Resources, Inc.” to “Lone Star Gold, Inc.”
 
2.
Effect a 20:1 stock split, to stockholders of record as of May 30, 2011.
 
3.
In connection with the 20:1 stock split, increase the number of authorized shares of Common Stock from 75,000,000 to 150,000,000.
 
4.
Approve Amended and Restated Articles of Incorporation to incorporate the name change and increase in the number of authorized shares, among other things, as more fully described below.

On May 10, 2011, stockholders holding at least a majority of the issued and outstanding shares of Common Stock, acting by written consent, adopted resolutions that approved the name change to “Lone Star Gold, Inc.”, the increase in the number of authorized shares of Common Stock to 150,000,000, the 20:1 stock split, and the Amended and Restated Articles of Incorporation. The written consent was signed by John Rhoden and Dan Ferris, who together own 52% of the issued and outstanding shares of Common Stock.

 As approved, the Amended and Restated Articles of Incorporation amend the Company’s Articles of Incorporation, as follows:

 
1.
To change the name of the Company from “Keyser Resources, Inc.” to “Lone Star Gold, Inc.”
 
2.
To increase the number of authorized shares of Common Stock from 75,000,000 to 150,000,000.
 
3.
To add an Article authorizing the Board of Directors to adopt, alter, amend or repeal the Bylaws of the Company, including any Bylaw adopted by the stockholders.
 
4.
To add an Article stating that the Company may indemnify a director or officer of the Company to the fullest extent allowed by Nevada law, and may indemnify any other person for whom indemnification is allowed by Nevada law, and to purchase insurance for this purpose.

The Amended and Restated Articles of Incorporation have not been filed with the Nevada Secretary of State pending preliminary approval by FINRA of documents relating to the 20:1 forward stock split and the change of the Company’s name; however, the Company anticipates that the Amended and Restated Articles of Incorporation will be filed prior to, and will be effective on, May 30, 2011.

The change of the Company’s name is intended to reflect an anticipated change in the nature of the business of the Company following the change in management on March 29, 2011. The stock split is intended to create a more flexible capital structure that the Company believes will be of assistance in completing additional financing transactions in the future.  The Company’s success is presently conditioned on its ability to raise significant amounts of capital in the future so that it can pursue business plans as described in its public reports.  If the Company is not successful in doing so, then its business is likely to fail.

Item 6. Exhibits.

3.3
Text of the Amended and Restated Articles of Incorporation (approved but not yet effective)
   
31.1
Certification of Periodic Financial Reports by Dan Ferris in satisfaction of Section 302 of the Sarbanes-Oxley Act of 2002
   
32.1
Certification of Periodic Financial Reports by Dan Ferris in satisfaction of Section 906 of the Sarbanes-Oxley Act of 2002 and 18 U.S.C. Section 1350

 
 
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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.
 
 
KEYSER RESOURCES, INC.
   
By:
/s/ Dan Ferris
 
Name:
Dan Ferris
Title:
President, Secretary and Treasurer
   
Date: 
May 12, 2011 
 
 
 
 
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