10-Q 1 lkatenqmarfifteen.htm LKAI 10-Q MARCH 31,2015 lkatenqmarfifteen.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 March 31, 2015

[  ] 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:  May 14, 2015 – 19,165,152 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
(Unaudited)
 
 
ASSETS
 
   
March 31, 2015
   
December 31, 2014
 
             
CURRENT ASSETS
           
     Cash
  $ 443,439     $ 698,745  
     Accounts receivable
    129,062       203,645  
          Total Current Assets
    572,501       902,390  
                 
FIXED ASSETS
               
     Land, equipment and mining claims
    840,988       811,085  
     Accumulated depreciation
    (335,437 )     (327,705 )
          Total Fixed Assets, Net of Accumulated Depreciation
    505,551       483,380  
                 
OTHER NON-CURRENT ASSETS
               
     Reclamation bonds
    123,597       123,597  
                 
          TOTAL ASSETS
  $ 1,201,649     $ 1,509,367  
                 
LIABILITIES AND STOCKHOLDERS’ EQUITY
 
                 
CURRENT LIABILITIES
               
     Accounts payable
  $ 255,646     $ 278,354  
     Accounts payable – related party
    15,709       6,533  
     Note payable
    10,000       10,000  
     Accrued wages and advances payable to officer
    76,067       76,067  
          Total Current Liabilities
    357,422       370,954  
                 
NON-CURRENT LIABILITIES
               
     Asset retirement obligation
    114,097       112,876  
          Total Liabilities
    471,519       483,830  
                 
STOCKHOLDERS’ EQUITY
               
     Preferred stock; $0.001 par value, 50,000,000 shares authorized, 0 and 0 shares issued and outstanding, respectively
    -       -  
     Common stock, $0.001 par value, 50,000,000 shares authorized, 19,165,152 and 19,165,152 shares issued and 19,121,528 and 19,121,528 shares outstanding, respectively
    19,165       19,165  
     Additional paid-in capital
    17,963,315       17,963,315  
     Treasury stock; 43,624 and 43,624 shares at cost, respectively
    (86,692 )     (86,692 )
     Accumulated deficit
    (17,165,658 )     (16,870,251 )
          Total Stockholders’ Equity
    730,130       1,025,537  
                 
          TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY
  $ 1,201,649     $ 1,509,367  
                 
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 March 31,
 
   
2015
   
2014
 
REVENUES
           
     Sales – precious metals
  $ 128,066     $ 184,036  
                 
EXPLORATION COSTS
    (323,866 )     (148,631 )
                 
GROSS MARGIN (DEFICIT)
    (195,800 )     35,405  
                 
OPERATING EXPENSES
               
     General and administrative
    38,909       51,929  
     Officer salaries
    37,500       37,500  
     Professional and consulting
    22,729       200,543  
     Total Operating Expenses
    99,138       289,972  
                 
OPERATING LOSS
    (294,938 )     (254,567 )
                 
OTHER EXPENSE
               
     Interest expense, net
    (469 )     (1,900 )
                 
NET LOSS
  $ (295,407 )   $ (256,467 )
                 
BASIC AND DILUTED NET LOSS PER SHARE
  $ (0.02 )   $ (0.02 )
                 
BASIC AND DILUTED WEIGHTED AVERAGE
               
NUMBER OF SHARES OUTSTANDING
    19,165,152       15,197,796  
                 

 
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 Three Months Ended
March 31,
 
   
2015
   
2014
 
CASH FLOWS FROM OPERATING ACTIVITIES
           
Net loss
  $ (295,407 )   $ (256,467 )
Items to reconcile net loss to net cash used by operating activities:
               
   Accretion of asset retirement obligation
    1,221       1,135  
   Depreciation and amortization
    7,732       8,975  
   Common stock and warrants issued for services
    -       183,593  
   Common shares issued for expenses
    -       9,125  
Changes in operating assets and liabilities
               
   Decrease in accounts receivable
    74,583       4,058  
   Decrease in accounts payable
    (22,708 )     (17,912 )
   Increase in accounts payable – related party
    9,176       4,002  
   Increase in accrued expenses
    -       18,692  
 
      Net Cash Used by Operating Activities
    (225,403 )     (44,799 )
                 
                 
CASH FLOWS FROM INVESTING ACTIVITIES
               
      Purchase of fixed assets
    (29,903 )     -  
      Restricted cash
    -       42,907  
         Net Cash Provided (Used) by Investing Activities
    (29,903 )     42,907  
                 
CASH FLOWS FROM FINANCING ACTIVITIES
               
   Payment of preferred stock dividends
    -       (3,107 )
Net Cash Used by Financing Activities
    -       (3,107 )
                 
DECREASE IN CASH
    (255,306 )     (4,999 )
                 
CASH AT BEGINNING OF PERIOD
    698,745       8,740  
                 
CASH AT END OF PERIOD
  $ 443,439     $ 3,741  
                 
CASH PAID FOR:
               
   Interest
  $ 471     $ 300  
   Income taxes
  $ -     $ -  
                 
NON-CASH INVESTING AND FINANCING ACTIVITIES:
               
   Stock issued for accrued payables, related party
  $ -     $ 36,500  
   Common stock issued for conversion of preferred stock
    -       44  



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

 
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LKA GOLD INCORPORATED
Notes to the Unaudited Consolidated Financial Statements
March 31, 2015

NOTE 1 -        ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES

LKA Gold Incorporated (Formerly LKA International, Inc.)  (“LKA” or the “Company”) is currently engaged in efforts to re-establish mineable reserves and return to commercial gold production.

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 three months ended March 31, 2015 are not necessarily indicative of the results that may be expected for the year ending December 31, 2015.
 
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. $10,500 and $6,000 as of March 31, 2015 and December 31, 2014, respectively.

Related Party Debt – Accounts and Wages Payable

At March 31, 2015 and December 31, 2014, LKA owes $5,209 and $533, respectively, for purchases made on the personal credit card of LKA’s President, Kye Abraham.  Additionally, LKA owed Kye Abraham $76,067 and $76,067 in unpaid salary at March 31, 2015 and December 31, 2014, respectively.

NOTE 3 -        SIGNIFICANT EVENTS

Precious Metals Sales

During January through March 2015, LKA delivered a total of approximately 83.08 dry short tons of precious metals ore for processing at a net revenue value of $128,066.  At March 31, 2015 and December 31, 2014, LKA had metal sales receivables of $129,062 and $203,645, respectively.

NOTE 4 -        GOING CONCERN

LKA's unaudited 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:

 
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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 operator or lease agreements for the property.

In order to support continued operation of the mine, LKA entered into several financing transactions during the year ended December 31, 2014, and plans on raising additional funding during 2015 to support the continued exploration of the Golden Wonder mine.  If LKA is not successful in the resumption of mine operations which produce positive cash flows from operations, 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 return to profitable operations. The accompanying unaudited consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

NOTE 5 -                 NOTIFICATION OF POSSIBLE ENVIRONMENTAL REMEDIATION LIABILITY

In 2002 the Federal Bureau of Land Management (the "BLM") advised LKA of its desire to extend to the Ute-Ulay Property certain environmental clean-up (“remediation”) activities that it is conducting on neighboring properties that LKA does not own.  The BLM commissioned and obtained three engineering evaluation and cost analysis ("EE/CA") studies/reports on the Ute-Ulay and the neighboring public lands in 2002-2006.  These EE/CA studies analyzed the current environmental state of the Ute-Ulay property and other properties in the area.  The studies identified a large volume of mine tailings and metals loading of shallow ground water, with elevated levels of arsenic, cadmium and lead being present.  The BLM’s most recent study, “Value Engineering Study on the Ute Ulay Mine/Mill Site – Final Report” dated January 5, 2006, projected the costs of remediation and property stabilization on the Ute-Ulay property to be approximately $2.1 million.  Based upon discussions with Hinsdale County, Colorado officials, Colorado Department of Public Health & Environment Ute-Ulay project supervisor, the Federal Environmental Protection Agency’s (the “EPA”) regional manager, and legal counsel, the actual costs associated with this effort are expected to be approximately $1.2 million; substantially below previous BLM estimates.  Under the federal Comprehensive Environmental Response, Compensation and Liability Act ("CERCLA"), the EPA may either require a property owner to perform the necessary cleanup or the agencies may perform the work and seek recovery of costs against the property owner and previous owners.  While it cannot be determined with absolute certainty until the project is completed, LKA’s status as a “de minimis” participant and the fact that remediation activities are focused on property located largely outside of LKA’s permitted operating area, LKA management expects this project will have a negligible impact on the LKA’s financial condition.  Accordingly, pursuant to Generally Accepted Accounting Principles, and all discussions with the above named agencies to date, LKA management believes it is unlikely there will be a material impact to its financial statements and no liability for this project has been recorded as of March 31, 2015. Actual completion of remediation work at the site was completed in late 2013 by the EPA. The EPA has not yet issued its notice of final determination.

Except as discussed above, LKA is not the subject of any pending legal proceedings and, to the knowledge of management; no proceedings are presently contemplated against LKA by any federal, state or local governmental agency.

 
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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 March 31, 2015 Compared to The Three Months Ended March 31, 2014

During the three months ended March 31, 2015, we recognized revenue of $128,066 from the shipment (sale) of gold enriched vein material, compared to $184,036 in the three months ended March 31, 2014, a decrease of $55,970, or approximately 30%.  Much of this decrease in sales can be attributed to the Company’s focus on underground drilling for new high-grade gold bearing structures. Management expects that the current underground drilling program will continue in the second quarter. At this point, it is too early to know if the drilling program will prove successful in delineating a commercial ore body. Gold sales result from our exploration activities at the Golden Wonder mine. All sales during the quarter were made to Klondex Mines. 

Exploration expenses increased $175,235, or approximately 118%, from to $148,631 in the three months ended March 31, 2014, to $323,866 in the three months ended March 31, 2015. The increase is mainly due to a $169,935 increase in contract labor from increased mine exploration.

Professional fees decreased by $177,814, or approximately 89%, mainly due to the recognition of $183,593 in non-cash equity compensation expense to consultants during the three months ended March 31, 2014.

General and administrative expenses decreased by $13,020, or approximately 25% in the three months ended March 31, 2015, mainly due to a $26,831 decrease in investor relations expenses, partially offset by a $10,203 increase in travel related expenses, during the three months ended March 31, 2015 compared to the three months ended March 31, 2014.

We incurred an operating loss of $294,938 during the three months ended March 31, 2015, as compared to an operating loss of $254,567 in the three months ended March 31, 2014. The $40,371, or approximately 16%, increase is mainly due to the recognition of $183,593 in non-cash equity compensation expense to consultants during the three months ended March 31, 2014, partially offset by the $148,631 increase in exploration expense.

Interest expense, net decreased to $469 during the three months ended March 31, 2015, as compared to $1,900 in the three months ended March 31, 2014.

Net loss totaled $295,407, or $0.02 per share, in the three months ended March 31, 2015, compared to a net loss of $256,467, or $0.02 per share, in the three months ended March 31, 2014.

 
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Liquidity
 
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 operator or lease agreements for the property.

In order to support continued operation of the mine, LKA entered into several financing transactions during the year ended December 31, 2014, and plans on raising additional funding during 2015 to support the continued exploration of the Golden Wonder mine.  If LKA is not successful in the resumption of mine operations which produce positive cash flows from operations, 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 return to profitable operations. The accompanying unaudited consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

Current assets at March 31, 2015 totaled $572,501.  As of that date, we had $443,439 in cash and $129,062 in accounts receivable, as compared to $698,745 in cash and $203,645 in accounts receivable at December 31, 2014.

During the three months ended March 31, 2015, our operating activities used net cash of $225,403, compared to $44,799 in the comparable 2014 period.  Investing activities used cash of $29,903 for the purchase of fixed assets during the period ended March 31, 2015, compared to providing cash of $42,907 from changes in restricted cash in the comparable 2014 period.  Financing activities did not provide any cash during the three months ended March 31, 2015, compared to $3,107 cash used by financing activities during the three months ended March 31, 2014.

At March 31, 2015, the Company had a working capital deficit of $215,079, as compared to $531,436 at December 31, 2014.

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 March 31, 2015, our disclosure controls and procedures were not effective as the Company lacks appropriate segregation of duties and has an insufficient number of employees responsible for the accounting and financial reporting functions.  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.

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.

The Company is the owner of the Golden Wonder Mine (the “Mine”) located near Lake City, Colorado.  The Mine is subject to the jurisdiction and regulation of the Mine Safety and Health Administration (the “Administration”).  During the reporting period covered by this report, the Company received no citations or orders from the Administration requiring disclosure pursuant to this this Item 4.

Item 5. Other Information.

During the three months ended March 31, 2015, 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
 
32.1
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 of Kye Abraham Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
 
32.2
Certification of Nanette Abraham 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.

 
- 10 -

 
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:
May  15, 2015
 
By:
/s/Kye Abraham
       
Kye Abraham, President, Chairman of the Board and Director
         
Date:
May  15, 2015
 
By:
/s/Nanette Abraham
       
Nanette Abraham, Secretary, Treasurer and Director


 
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