LKA GOLD Inc /DE/ - FORM 10-Q

Attached files

file	filename
EX-32 - EX 32 - LKA GOLD Inc /DE/	exthirtytwo.htm
EX-31.2 - EX 31.2 - LKA GOLD Inc /DE/	exthirtyonetwo.htm
EX-31.1 - EX 31.1 - LKA GOLD Inc /DE/	exthirtyoneone.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

____________________

FORM 10-Q

____________________

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

For the quarterly period ended June 30, 2013

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

For the transition period from ____________ to____________

Commission File No. 000-17106

LKA GOLD INCORPORATED

(Exact name of registrant as specified in its charter)

Delaware	91-1428250
(State or other jurisdiction of	(I.R.S. Employer Identification No.)
incorporation or organization)

3724 47th Street Ct. N.W.

Gig Harbor, Washington 98335

(Address of principal executive offices)

(253) 514-6661

(Registrant’s telephone number, including area code)

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 [ ]

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 [ ]

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 [ ] Accelerated filer [ ] Non-accelerated filer [ ] Smaller reporting company [X]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes [ ] No [X]

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY

PROCEEDINGS DURING THE PRECEDING FIVE YEARS

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.

Not applicable.

APPLICABLE ONLY TO CORPORATE ISSUERS

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: August 14, 2013 – 14,811,913 shares of common stock.

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PART I

Item 1. Financial Statements

The Financial Statements of LKA Gold Incorporated, a Delaware corporation (the “Registrant,” the “Company” or “LKA”) required to be filed with this 10-Q Quarterly Report were prepared by management and commence below, together with related notes. In the opinion of management, the Financial Statements fairly present the financial condition of the Registrant.

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LKA GOLD INCORPORATED

Consolidated Balance Sheets

ASSETS

	June 30, 2013			December 31, 2012
CURRENT ASSETS	(Unaudited)
Cash	$	-		$	87,329
Accounts receivable		96,952			151,524
Prepaid expenses		5,024			1,688
Total Current Assets		101,976			240,541

FIXED ASSETS
Land, equipment and mining claims		807,085			807,085
Accumulated deprecation		(274,906	)		(256,957
Total Fixed Assets, Net of Accumulated Depreciation		532,179			550,128

OTHER NON-CURRENT ASSETS
Reclamation bonds		123,597			123,597

TOTAL ASSETS	$	757,752		$	914,266

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
Accounts payable	$	207,274	$	223,596
Accounts payable – related party		74,456		64,545
Note payable		10,000		10,000
Accrued wages and advances payable to officer		150,092		145,572
Total Current Liabilities		441,822		443,713

NON-CURRENT LIABILITIES
Asset retirement obligation		125,198		123,086
Total Liabilities		567,020		566,799

Commitments and Contingencies
STOCKHOLDERS' EQUITY
Preferred stock; $0.001 par value, 50,000,000 shares authorized, no shares issued or outstanding		-		-
Common stock, $0.001 par value, 50,000,000 shares authorized, 14,811,913 and 14,816,913 shares issued and 9,568,342 and 9,573,289 shares outstanding, respectively		14,812		14,817
Additional paid-in capital		16,335,762		13,559,201
Treasury stock; 43,624 and 43,624 shares at cost, respectively		(86,692		(86,692	)
Accumulated deficit		(16,073,150		(13,139,859	)
Total Stockholders' Equity		190,732		347,467

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	757,752	$	914,266

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

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LKA GOLD INCORPORATED

Consolidated Statements of Operations

(Unaudited)

	For the Three Months Ended June 30,						For the Six Months Ended June 30,
	2013			2012			2013			2012
REVENUES
Sales - precious metals	$	213,601		$	658,378		$	502,627		$	852,271

EXPLORATION COSTS		(232,015	)		(298,686	)		(449,526	)		(573,796	)

GROSS MARGIN (LOSS)		(18,414	)		359,692			53,101			278,475

OPERATING EXPENSES
Professional fees		21,917			80,946			72,480			180,092
General and administrative		48,064			50,050			80,962			85,615
Officer salaries		37,500			37,500			75,000			75,000
Total Operating Expenses		107,481			168,496			228,442			340,707
OPERATING INCOME (LOSS)		(125,895	)		191,196			(175,341	)		(62,232	)

OTHER INCOME (EXPENSE)
Stock based expense for shares not subject to reverse split		-			-			(2,756,000	)		-
Interest expense		(1,121	)		(57,739	)		(1,952	)		(115,168	)
Interest income		-			-			2			8
Total Other Income (Expense)					(57,739	)		(2,757,950	)		(115,160	)

NET INCOME (LOSS)	$	(127,016	)	$	133,457		$	(2,933,291	)	$	(177,392	)

BASIC NET INCOME (LOSS) PER COMMON SHARE	$	(0.01	)	$	0.02		$	(0.20	)	$	(0.02	)

BASIC WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING		14,811,913			8,172,302			14,814,399			8,172,302

DILUTED NET INCOME (LOSS) PER COMMON SHARE		$	(0.01	)		$	0.02				(0.20	)			(0.02	)
DILUTED WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING			14,816,033				9,489,302				14,813,956				8,172,302

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

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LKA GOLD INCORPORATED

Consolidated Statements of Cash Flows

(Unaudited)

	For the Six Months Ended June 30,
	2013			2012
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(2,933,291	)	$	(177,392	)
Items to reconcile net loss to net cash provided (used) by operating activities:
Accretion of asset retirement obligation		2,112			1,963
Depreciation and amortization		17,948			18,682
Common stock and warrants issued for services		20,556			97,805
Stock based expense for shares not subject to reverse split		2,756,000
Changes in operating assets and liabilities
Decrease in accounts receivable		54,572			-
Increase in prepaid and other assets		(3,336	)		-
Decrease in accounts payable and accounts payable – related party		(6,410	)		(68,924	)
Increase in accrued expenses		4,520			100,648
Net Cash Used by Operating Activities		(87,329	)		(27,218	)

DECREASE IN CASH		(87,329	)		(27,218	)

CASH AT BEGINNING OF PERIOD		87,329			143,331

CASH AT END OF PERIOD	$	-		$	116,113

CASH PAID FOR:
Interest	$	600		$	2,575
Income taxes	$	-		$	-

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

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LKA GOLD INCORPORATED

Notes to the Consolidated Unaudited Financial Statements

June 30, 2013

NOTE 1 - ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES

LKA Gold Incorporated (“LKA” or the “Company”) is currently engaged in efforts to expand mine production and continues to seek additional investment opportunities.

The accompanying unaudited condensed consolidated financial statements have been prepared by LKA pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted in accordance with such rules and regulations. The information furnished in the interim condensed consolidated financial statements include normal recurring adjustments and reflects all adjustments, which, in the opinion of management, are necessary for a fair presentation of such financial statements. Although management believes the disclosures and information presented are adequate to make the information not misleading, it is suggested that these interim condensed consolidated financial statements be read in conjunction with LKA’s most recent audited financial statements. Operating results for the Six months ended June 30, 2013 are not necessarily indicative of the results that may be expected for the year ending December 31, 2013.

Reclassifications

Certain prior year amounts have been reclassified to conform to the current year presentation.

NOTE 2 - RELATED PARTY TRANSACTIONS

Related Party Debt – Office Space

LKA pays a company owned by an officer and shareholder $1,500 per month for office rent and expenses. The affiliated Company, (Abraham & Co., Inc. a FINRA member and registered investment advisor) also executes LKA’s securities transactions and manages its investment portfolio. LKA owed Abraham & Co. $42,500 and $43,500 as of June 30, 2013 and December 31, 2012, respectively.

Related Party Debt – Accounts and Wages Payable

At June 30, 2013 and December 31, 2012, LKA owes $31,956 and $21,045, respectively, for purchases made on the personal credit card of LKA’s president, Kye Abraham. Additionally, LKA owed Kye Abraham $150,092 and $145,572 in unpaid salary at June 30, 2013 and December 31, 2012, respectively,

NOTE 3 - SIGNIFICANT EVENTS

Precious Metals Sales

During February 2013, LKA delivered a total of approximately 225.6 dry short tons of precious metals ore for processing at a value of $289,026.

During May 2013, LKA delivered a total of approximately 105.4 dry short tons of precious metals ore for processing at a value of $116,649.

During June 2013, LKA delivered a total of approximately 99.4 dry short tons of precious metals ore for

processing at a value of $96,952.

At June 30, 2013 and December 31, 2012, LKA had metal sales receivables of $96,952 and $151,524, respectively.

Incentive Compensation

During April 2013, the board of directors approved an Incentive Compensation arrangement with Kye Abraham, President and Chairman of the Board of LKA. Mr. Abraham was conditionally issued a total of 2,000,000 shares of LKA common stock. The stock will be considered earned on the completion of two events, each worth 1,000,000 shares, If and when a financing, or series of financings, of one million is completed for LKA and if and when a final resolution is reached with the EPA and/or BLM of other governmental agency that extinguishes the potential environmental liability at the Ute Ulay mine or reduces LKA’s liability to a “de minimis” level. We have determined that it is not probable that both of these conditions will be met. Therefore, we have not recognized any expense related to these grants.

NOTE 4 - COMMON STOCK AND COMMON STOCK WARRANTS

Common Stock

During the Six months ended June 30, 2013, LKA determined that 5,000 shares, which had previously been reflected as due and issued for commissions earned on stock sales occurring in 2009, had been returned to the Company and retired at par value.

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LKA GOLD INCORPORATED

Notes to the Consolidated Unaudited Financial Statements

June 30, 2013

NOTE 4 - COMMON STOCK AND COMMON STOCK WARRANTS (CONTINUED)

Common Stock (Continued)

On March 15, 2013, LKA affected a 1-for-2 reverse-split of its common stock. As a result, LKA recognized an additional $2,756,000 in non-cash stock based expense related to the exclusion of 5,200,000 pre-split (2,600,000 post-split) issued but not yet outstanding common shares related to October 2012 debt conversions. The expense was calculated based on the market price of $1.06 per share on the 2,600,000 post-split shares as of March 15, 2013.

Common Stock Warrants

During December 2010, LKA granted fully vested warrants to purchase 42,000 share of its common stock for 36 months at $1.86 per share as debt offering costs related to the issuance of convertible notes payable (see Note 10). The warrants were valued at $28,137 using the Black-Scholes option fair value pricing model using the following assumptions:

Stock price on grant date	$	1.70
Exercise price	$	1.86
Expected time to exercise	3.0 years
Risk free interest rate		0.80	%
Volatility		192.45	%
Expected forfeiture rate		0.00	%

During April 2011, LKA entered into an interim consulting agreement with Francois Viens to act as a special advisor to the LKA board of directors, with the election of being appointed to a position on the LKA board in the future. As part of the consulting agreement, Mr. Viens is to be paid consulting fees for any work done on projects pre-approved by the LKA board of directors. An initial incentive compensation for his services, LKA agreed to issue Mr. Viens warrants to purchase up to 250,000 shares of LKA stock in three tranches on a three-year vesting schedule as follows:

Warrant I for 100,000 shares exercisable at $1.60 per share, to be issued as of May 1, 2011

Warrant II for 75,000 shares exercisable at $2.40 per share, to be issued one year later, or May 1, 2012

Warrant III for 75,000 shares exercisable at $3.60 per share, to be issued one year later, or May 1, 2013

Each warrant has a term of two and one-half years. In the event the shares underlying the warrants, and the closing price of the common stock of the Company has been $6.00 per share or higher for 10 trading days within a 30 day trading period subject to minimum trading volumes, LKA shall be able to redeem the Warrants at $0.001 per warrant.

The Warrant I - III tranches were valued at $91,905, $64,955 and $60,586 using the Black-Scholes option fair value pricing model using the following assumptions:

Stock price on grant date	$	1.18
Exercise price	$	1.60 – 3.60
Expected time to exercise	2.5 years
Risk free interest rate		0.69	%
Volatility		164.93	%
Expected forfeiture rate		0.00	%

During the six months ended June 30, 2013, LKA expensed $10,098 related to Warrant III. During the six months ended June 30, 2012, LKA expensed $21,652 and $15,146 for Warrants II and III, respectively, related to the Viens warrants. The value of Warrants II and III are being recognized ratably over the vesting term of one and two years, respectively.

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LKA GOLD INCORPORATED

Notes to the Consolidated Unaudited Financial Statements

June 30, 2013

NOTE 4 - COMMON STOCK AND COMMON STOCK WARRANTS (CONTINUED)

During February 2012, LKA entered into an agreement with Rauno Perttu to act as Chief Geologist and special advisor to the LKA board of directors, with the election of being appointed to a position on the LKA board in the future. As part of the agreement, Mr. Perttu is to be paid consulting fees for any work done on projects pre-approved by the LKA board of directors. An initial incentive compensation for his services, LKA agreed to issue Mr. Perttu warrants to purchase up to 250,000 shares of LKA stock in three tranches on a three-year vesting schedule as follows:

Warrant I for 100,000 shares exercisable at $0.80 per share, to be issued as of March 1, 2012.

Warrant II for 75,000 shares exercisable at $1.20 per share, to be issued one year later, or March 1, 2013.

Warrant III for 75,000 shares exercisable at $1.60 per share, to be issued one year later, or March 1, 2014.

The Warrant I - III tranches were valued at $44,792, $29,769 and $26,947 using the Black-Scholes option fair value pricing model using the following assumptions:

Stock price on grant date	$	0.70
Exercise price	$	0.80 – 1.60
Expected time to exercise	2.5 years
Risk free interest rate		0.35	%
Volatility		121.02	%
Expected forfeiture rate		0.00	%

During the six months ended June 30, 2013, LKA expensed $3,721 and $6,737 related to Warrants II and III, respectively. During the period ended June 30, 2012, LKA expensed $44,791 related to Warrant I, $11,163 and $5,053 for Warrants II and III, respectively, related to the Perttu warrants. The value of Warrants II and III are being recognized ratably over the vesting term of one and two years, respectively.

The following table summarizes the outstanding warrants and associated activity for the six months ended June 30, 2013 and the year ended December 31, 2012:

	Number of Warrants Outstanding		Weighted Average Price		Weighted Average Remaining Contractual Life
Balance, December 31, 2011		292,000		2.36		2.62
Granted		250,000		1.16		2.58
Exercised		-		-		-
Expired		-		-		-
Balance, December 31, 2012		542,000		1.80		2.06
Granted		-		-		-
Exercised		-		-		-
Expired		-		-		-
Balance, June 30, 2013		542,000	$	1.80		1.56

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LKA GOLD INCORPORATED

Notes to the Consolidated Unaudited Financial Statements

June 30, 2013

NOTE 4 - GOING CONCERN

LKA's consolidated financial statements are prepared using Generally Accepted Accounting Principles applicable to a going concern that contemplates the realization of assets and liquidation of liabilities in the normal course of business. However, LKA has recently accumulated significant losses and has negative working capital. All of these items raise substantial doubt about its ability to continue as a going concern. Management's plans with respect to alleviating the adverse financial conditions that caused management to express substantial doubt about the LKA's ability to continue as a going concern are as follows:

LKA is currently engaged in an intensive exploration program at the Golden Wonder mine with the objective of returning the mine to a producing status. The exploration program, which began in November, 2008, has involved extensive sampling/assaying for the purpose of identifying possible new production zones within the mine. During this evaluation period, sampling and analysis of exposed veins yielded encouraging results and some precious metals revenues. While encouraging, no conclusion can be drawn at this time about the commercial viability of the mine and LKA continues to pursue potential third party joint venture or lease agreements for the property.

In order to support continued operation of the mine, LKA entered into several debt restructuring transactions during the year ended December 31, 2012, and plans on raising additional funding during 2013 to support the continued exploration of the Golden Wonder mine. If LKA is not successful in the resumption of commercial production or mine exploration operations which produce positive cash flows, LKA may be forced to continue to raise additional equity or debt financing to fund its ongoing obligations or risk ceasing doing business.

There can be no assurance that LKA will be able to achieve its business plans, raise any more required capital or secure the financing necessary to achieve its current operating plan. The ability of LKA to continue as a going concern is dependent upon its ability to successfully accomplish the plan described in the preceding paragraph and eventually attain profitable operations. The accompanying consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

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

Forward-looking Statements

Statements made in this Quarterly Report which are not purely historical are forward-looking statements with respect to the goals, plan objectives, intentions, expectations, financial condition, results of operations, future performance and our business, including, without limitation, (i) our ability to raise capital, and (ii) statements preceded by, followed by or that include the words “may,” “would,” “could,” “should,” “expects,” “projects,” “anticipates,” “believes,” “estimates,” “plans,” “intends,” “targets” or similar expressions.

Forward-looking statements involve inherent risks and uncertainties, and important factors (many of which are beyond our control) that could cause actual results to differ materially from those set forth in the forward-looking statements, including the following, general economic or industry conditions, nationally and/or in the communities in which we may conduct business, changes in the interest rate environment, international gold prices, legislation or regulatory requirements, conditions of the securities markets, our ability to raise capital, changes in accounting principles, policies or guidelines, financial or political instability, acts of war or terrorism, other economic, competitive, governmental, regulatory and technical factors affecting our current or potential business and related matters.

Accordingly, results actually achieved may differ materially from expected results in these statements. Forward-looking statements speak only as of the date they are made. We do not undertake, and specifically disclaim, any obligation to update any forward-looking statements to reflect events or circumstances occurring after the date of such statements.

Results of Operations

For The Three Months Ended June 30, 2013 Compared to The Three Months Ended June 30, 2012

During the three months ended June 30, 2013, we received $213,601 from gold ore sales compared to $658,378 in the three months ended June 30, 2012. Gold ore shipments made during the quarter contained approximately 205 ounces, compared to 298 in the first quarter of 2012. The gross value of gold ore delivered during the current quarter was approximately $248,742 before processing and milling charges, compared to a gross value of approximately $465,635 in the first quarter of 2012. Average ore grades from first quarter 2013 shipments were approximately 1.08 ounces (30.57 grams) gold per ton, compared to 1.33 ounces (37.70 grams) in the first quarter of 2012.

Exploration expenses decreased from $298,686 in the three months ended June 30, 2012, to $232,015 in the three months ended June 30, 2013, mainly due to a decrease in exploration efforts in the three months ended June 30, 2013.

Operating expenses decreased from $168,496 in the quarterly period ended June 30, 2012, to $107,481 in the quarterly period ended June 30, 2013. Professional and consulting fees decreased to $21,917 in the three months ended June 30, 2013, compared to $80,946 in the three months ended June 30, 2012 period. General and administrative expenses decreased to $48,064 from $50,050 in the three months ended June 30, 2013 and 2012, respectively. Officer salaries were $37,500 in both three month periods ending June 30, 2013 and 2012. We realized operating loss of $125,895 during the three months ended June 30, 2013, as compared to operating income of $191,196 in the comparable period in 2012.

Interest expense totaled $1,121 and $57,739 in the three months ended June 30, 2013, and 2012, respectively.

Net loss totaled $127,016, or $0.01 per share, in the three months ended June 30, 2013, compared to net income of $133,457, or $0.02 per share, in the three months ended June 30, 2012.

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For The Six Months Ended June 30, 2013 Compared to The Six Months Ended June 30, 2012

During the six months ended June 30, 2013, we received $502,627 from gold ore sales compared to $852,271 in the six months ended June 30, 2012. Gold ore shipments made during the period contained approximately 462 ounces, compared to 642 in the six months ended June 31, 2012. The gross value of gold ore delivered during the period was approximately $660,144 before processing and milling charges, compared to a gross value of approximately $881,881 in the six months ended June 31, 2012. Average ore grades from first quarter 2013 shipments were approximately 1.11 ounces (31.57 grams) gold per ton, compared to 1.77 ounces (50.18 grams) in the six months ended June 31, 2012.

Exploration expenses decreased from $573,796 in the six months ended June 30, 2012, to $449,526 in the six months ended June 31, 2013, mainly due to a decrease in exploration efforts in the period ended June 30, 2013.

Operating expenses decreased from $340,707 in the six months ended June 30, 2012, to $228,443 in the six months ended June 30, 2013. Professional and consulting fees decreased to $72,480 in the six months ended June 30, 2013, compared to $180,092 in the six months ended June 30, 2012. General and administrative expenses decreased to $80,963 from $85,615 in the six months ended June 30, 2013 and 2012, respectively. Officer salaries were $75,000 in both six month periods ending June 30, 2013 and 2012. We realized operating loss of $175,342 during the six months ended June 30, 2013, as compared to operating loss of $62,232 in the comparable period in 2012.

Interest expense totaled $1,952 and $115,168 in the six months ended June 30, 2013, and 2012, respectively. Interest income was $2 in the six months ended June 30, 2013, and $8 in the six months ended June 30, 2012. Stock based expense totaled $2,756,000 in the six months ended June 30, 2013 due to the valuation of 5,200,000 common shares not being subject to the 2013 reverse stock split, compared to $0 in the six months ended June 30, 2012.

Net loss totaled $2,933,291, or $0.20 per share, in the six months ended June 30, 2013, compared to a net loss of $177,392, or $0.02 per share, in the three months ended June 30, 2012.

Liquidity

Current assets at June 30, 2013 totaled $101,976. As of that date, we had $0 in cash, $96,952 in accounts receivable and $5,024 in prepaid assets, as compared to $87,329 in cash, $151,524 in accounts receivable and $1,688 in prepaid assets at December 31, 2012.

During the six months ended June 30, 2013, our operating activities used net cash of $87,329, compared to $27,218 in the comparable 2012 period. There were no investing or financing activities in the three months ended June 30, 2013 or 2012.

At June 30, 2013, the Company had a working capital deficit of $339,846, as compared to working capital deficit of $203,172 at December 31, 2012.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

Not required.

Item 4. Controls and Procedures.

Evaluation of disclosure controls and procedures

Our management, with the participation of our chief executive officer and chief financial officer, evaluated the effectiveness of our disclosure controls and procedures as defined in Rule 13a-15(e) under the Exchange Act as of the end of the period covered by this Quarterly Report on Form 10-Q. In designing and evaluating the disclosure controls and procedures, our management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs. The design of any disclosure controls and procedures also is based in part upon certain assumptions about the likelihood of future events and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

Based on that evaluation, our chief executive officer and chief financial officer concluded that, as of June 30, 2013, our disclosure controls and procedures were effective to provide reasonable assurance that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules, regulations and forms, and that such information is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosure.

Changes in internal control over financial reporting

Our management, with the participation of the chief executive officer and chief financial officer, has concluded that there were no significant changes in our internal controls over financial reporting that occurred during our last fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

None; not applicable.

Item 1A. Risk Factors.

Not required.

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

None; not applicable

Item 3. Defaults Upon Senior Securities.

None; not applicable

Item 4. Mine Safety Disclosures.

None, not applicable.

Item 5. Other Information.

During the three months ended June 30, 2013, there were no material changes to the procedures by which security holders may recommend nominees to the Registrant’s Board of Directors.

Item 6. Exhibits.

Exhibit No. Identification of Exhibit

31.1 31.2 32	Certification of Kye Abraham Pursuant to Section 302 of the Sarbanes-Oxley Act. Certification of Nanette Abraham Pursuant to Section 302 of the Sarbanes-Oxley Act. Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS	XBRL Instance Document*
101.PRE.	XBRL Taxonomy Extension Presentation Linkbase*
101.LAB	XBRL Taxonomy Extension Label Linkbase*
101.DEF	XBRL Taxonomy Extension Definition Linkbase*
101.CAL	XBRL Taxonomy Extension Calculation Linkbase*
101.SCH	XBRL Taxonomy Extension Schema*

*Pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed “furnished” and not “filed” or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, or deemed “furnished” and not “filed” for purposes of Section 18 of the Securities and Exchange Act of 1934, and otherwise are not subject to liability under these sections.

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SIGNATURES

Pursuant to the requirements 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

LKA GOLD INCORPORATED

Date:	August 14, 2013	By:	/s/Kye Abraham
			Kye Abraham, President, Chairman of the Board and Director

Date:	August 14, 2013	By:	/s/Nanette Abraham
			Nanette Abraham, Secretary, Treasurer and Director

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LKA GOLD Inc /DE/ - FORM 10-Q - August 14, 2013

Attached files

LKA GOLD Inc /DE/ Reports