ITEM 7: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION
Forward-looking Statements
Statements made in this Form 10-K 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 business of LKA. Such forward-looking statements include those that are 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, in addition to those contained in this Annual Report: general economic or industry conditions nationally and/or in the communities in which we conduct business; fluctuations in global gold and silver markets; legislation or regulatory requirements, including environmental requirements; conditions of the securities markets; competition; our ability to raise capital; changes in accounting principles, policies or guidelines; financial or political instability; acts of war or terrorism; and other economic, competitive, governmental, regulatory and technical factors affecting our operations, products, services and prices.
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. LKA does not undertake, and specifically disclaims, any obligation to update any forward-looking statements to reflect events or circumstances occurring after the date of such statements.
Business Operations
LKA is currently engaged in an exploration program at the Golden Wonder mine with the objective of returning the mine to a commercial producing status. The exploration program, which began in November 2008, has involved extensive exploratory mining, sampling/assaying, and mapping for the purpose of identifying possible new production zones within the mine. Exploration efforts are aimed at extending the bonanza-grade zones (veins) within the mine that previously produced over 133,701 ounces at an average ore grade of 16.01 oz. gold per ton. As the Golden Wonder vein system typically pinches and swells, horizontally as well as vertically, LKA's objective/challenge will be to locate consistent vein widths within these high-grade zones to establish significant reserves to resume commercial production. Drilling and drifting along the vein structure has been the primary method of exploration to date. Since resuming operations in the first quarter of 2009, LKA has shipped and sold more than 38 bulk samples of crushed gold bearing vein material containing over 4,910 ounces of gold derived from exploratory mining operations.
LKA and Kinross Gold U.S.A. Execute Golden Wonder Exploration Agreement
On July 9, 2015, LKA entered into an Exploration Agreement & Option (Agreement) with Kinross Gold U.S.A., Inc. for the purpose of expanding its Golden Wonder Mine exploration beyond LKA's active workings. The Agreement, amongst its other provisions, granted Kinross a five-year exclusive right to explore, and if successful, develop any mineral resource(s) containing 50,000 or more ounces of gold on LKA's properties above and adjacent to the Golden Wonder Mine. On or about September 20, 2017, Kinross gave LKA notice of termination of the Agreement.
Shift in LKA's Exploration Focus
During the third quarter of 2015, LKA suspended mining operations and shifted its focus from exploratory mining to prepare for another surface and/or underground drilling program. The new program, was designed to incorporate the results of the Kinross surface evaluation and drilling programs to locate new high-grade structures near or within the Carve-Out Area defined by the exploration agreement between LKA and Kinross. Until additional high-grade targets are located LKA does not anticipate resuming exploratory mining and cash flow from gold sales is not expected. Further exploration will be dependent upon a new drilling program to test multiple zones previously identified, but not drilled, by Kinross.
Results of the Exploration Conducted by Kinross in 2015 - 2017
Throughout the summer and fall of 2015, Kinross conducted a detailed evaluation of surface geology surrounding LKA's Golden Wonder mine. A report detailing Kinross' findings, provided to LKA in February 2016, indicated several prospective targets possessing similar geologic characteristics to those found on surface above the previously mined high-grade ore shoot. During the summer and fall of 2016, Kinross permitted four separate drilling locations and commenced a drilling program in late 2016.The drilling program was designed to test up to six adjacent areas of interest (targets) that were located during the surface evaluation program. Drilling was suspended unexpectedly in in late December 2016 due to inordinate snowfall. Drilling was resumed in May 2017 and completed in July 2017 per Kinross's initial budget. Thus far, only five holes have been drilled from two of the four permitted drill sites. See maps of these drill sites and the areas of interest (targets) on the Company's website at:
http://lkagold.com/Golden-Wonder.php
Despite what LKA management and the Company's experts considered encouraging results that warranted follow-up drilling, Kinross informed in September of 2017 that they were discontinuing the exploration program. All exploration results (surface evaluation, drilling, mapping, and assays) were provided to LKA and Kinross terminated the agreement.
Maps and description of the Kinross drill sites and exploration targets can be found on the Company's website at:
http://lkagold.com
Critical Accounting Policies
Our discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosures of contingent assets and liabilities. We continuously evaluate our critical accounting policies and estimates. We base our estimates on historical experience and on various assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ materially from these estimates under different assumptions or conditions.
We believe the following critical accounting policies are important to the portrayal of our financial condition and results of operations and require our management's subjective or complex judgment because of the sensitivity of the methods, assumptions and estimates used in the preparation of our condensed consolidated financial statements.
Mine Exploration Costs
Mine exploration costs are capitalized and amortized by the units of production method over estimated total recoverable proven and probable reserves. Amortization of mineral rights is provided by the units of production method over estimated total recoverable proven and probable reserves.
Costs related to locating and evaluating mineral and ore deposits, as well as determining the economic mineability of such deposits, are expensed as incurred. All costs related to mine exploration and expense were expensed due to there being no proven and probable reserves.
Asset Retirement Obligations
LKA recognizes legal obligations associated with the retirement of long-lived assets at fair value at the time the obligations are incurred. Upon initial recognition of a liability, the costs are capitalized as part of the carrying amount of the related long-lived asset.
Revenue Recognition Policy
The Company recognizes revenue when persuasive evidence of an arrangement exists, goods have been delivered and title has transferred, the sales price is fixed or determinable, and collectability is reasonably assured. Revenue is generated through the sale of gold-bearing vein material and is recognized upon acceptance of this material by the smelter or processor.
Liquidity and Capital Resources
Current
assets at
December
31,
2017 totaled $833, which was comprised of prepaid expenses.
During fiscal years 2017 and 2016, our operating activities used net cash of $256,582 and $266,967, respectively. The decrease in net cash used in operations in 2017 is mostly due to the decrease in net loss as discussed below.
Net cash provided by investing activities was $1,101 in 2017 compared to $21,399 in 2016. The decrease in net cash used in investing activities is a result of a release of restricted cash of $21,399 during 2016, compared to $1,101 during 2017.
Net cash provided by financing activities was $255,481 in 2017, compared to cash provided by financing activities of $95,500 in 2016. The increase in cash provided by financing activities is mainly due to proceeds of $250,000 from the issuance of convertible debentures in 2017 compared to $100,000 in 2016. In addition, there was $10,000 received from the sale of common stock in 2017.
At December 31, 2017, the Company had a working capital deficit of $775,661, as compared to working capital of $1,039,820 at December 31, 2016.
We continue to accumulate significant losses, have a working capital deficit and negative cash flows. Management expects it will be successful in either raising additional cash through the sale of equity, borrowing money from its major shareholders, or a combination of both. However, there can be no assurance of success, which raises doubt about LKA's ability to continue as a going concern.
Results of Operations
Year Ended December 31, 2017, Compared to Year Ended December 31, 2016
During the calendar years ended December 31, 2017 and 2016, we did not recognize any revenue from the shipment and sale of gold-bearing vein material.
Exploration expenses increased from $75,434 in 2016 to $88,036 in 2017. During 2016 and 2017, exploration expense remained low due to the cessation of mine operating activities during the third quarter of 2015.
Professional fees and general and administrative expenses remained approximately the same at $66,382 and $116,461 in 2017, respectively, compared to $66,303 and $123,056 in 2016, respectively. Officer salaries were $150,000 during both 2017 and 2016.
As a result of the above, we incurred an operating loss of $420,879 during the calendar year ended December 31, 2017 as compared to $414,793 in 2016.
Our total other income increased to $593,461 in 2017, compared to total other expenses of $338,734 in the prior year. The increase is mainly a result of the recognition of a derivative gain of $718,337 in 2017, compared to a derivative loss of $303,975 in 2016. The other income was partially offset by $137,081 of interest expense associated with the amortization of debt issuance and discounts in 2017 and $34,759 in 2016. Additionally, we sold mining claims for a total of $12,205 during 2017.
As a result of the above, we recognized net income of $172,582 during the year ended December 31, 2017, compared to an operating loss of $753,527 in 2016.
Off-Balance Sheet Arrangements
We had no off-balance sheet arrangements of any kind for the year ended December 31, 2017.
ITEM 8: FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
C O N T E N T S
Report of Independent Registered Public Accounting Firm
|
17
|
|
|
Consolidated Balance Sheets
|
18
|
|
|
Consolidated Statements of Operations
|
20
|
|
|
Consolidated Statements of Stockholders' Deficit
|
21
|
|
|
Consolidated Statements of Cash Flows
|
22
|
|
|
Notes to Consolidated Financial Statements
|
23
|
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Shareholders and Board of Directors of
LKA Gold, Inc.
Gig Harbor, Washington
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of LKA Gold, Inc. and its subsidiary (collectively, the "Company") as of December 31, 2017 and 2016, and the related consolidated statements of operations, stockholders' deficit, and cash flows for the years then ended, and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2017 and 2016, and the results of their operations and their cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.
Going Concern Matter
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 10 to the financial statements, the Company has suffered recurring losses from operations and has a net capital deficiency that raises substantial doubt about its ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 10. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Basis for Opinion
These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
/s/ MaloneBailey, LLP
www.malonebailey.com
We have served as the Company's auditor since 2008.
Houston, Texas
April 17, 2018
LKA GOLD INCORPORATED
Consolidated Balance Sheets
ASSETS
|
|
December 31,
|
|
|
|
2017
|
|
|
2016
|
|
CURRENT ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash
|
|
$
|
-
|
|
|
$
|
-
|
|
Restricted cash
|
|
|
-
|
|
|
|
1,101
|
|
Prepaid expense
|
|
|
833
|
|
|
|
625
|
|
|
|
|
|
|
|
|
|
|
Total Current Assets
|
|
|
833
|
|
|
|
1,726
|
|
|
|
|
|
|
|
|
|
|
FIXED ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Land, equipment, mining claims and asset retirement obligations
|
|
|
849,140
|
|
|
|
849,140
|
|
Accumulated depreciation
|
|
|
(390,252
|
)
|
|
|
(381,621
|
)
|
|
|
|
|
|
|
|
|
|
Total Fixed Assets, Net of Accumulated Depreciation
|
|
|
458,888
|
|
|
|
467,519
|
|
|
|
|
|
|
|
|
|
|
OTHER NON-CURRENT ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reclamation Bonds
|
|
|
100,042
|
|
|
|
100,042
|
|
|
|
|
|
|
|
|
|
|
TOTAL ASSETS
|
|
$
|
559,763
|
|
|
$
|
569,287
|
|
|
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of these consolidated financial statements.
LKA GOLD INCORPORATED
Consolidated Balance Sheets
LIABILITIES AND STOCKHOLDERS' DEFICIT
|
|
December 31,
|
|
|
|
2017
|
|
|
2016
|
|
CURRENT LIABILITIES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts payable
|
|
$
|
92,633
|
|
|
$
|
80,668
|
|
Accounts payable – related party
|
|
|
23,905
|
|
|
|
40,095
|
|
Cash overdraft
|
|
|
981
|
|
|
|
-
|
|
Note payable – related party
|
|
|
7,500
|
|
|
|
5,500
|
|
Wastewater discharge liability
|
|
|
99,974
|
|
|
|
75,000
|
|
Derivative liability
|
|
|
341,285
|
|
|
|
659,622
|
|
Convertible notes payable – related party, net of debt issue costs and debt discount of $209,339 and 0, respectively
|
|
|
40,661
|
|
|
|
-
|
|
Convertible note payable, net of debt issue costs and debt discount of $41,868 and 0, respectively
|
|
|
8,132
|
|
|
|
-
|
|
Note payable
|
|
|
10,000
|
|
|
|
10,000
|
|
Accrued interest payable
|
|
|
38,166
|
|
|
|
7,404
|
|
Accrued wages and advances payable to officer
|
|
|
113,257
|
|
|
|
163,257
|
|
|
|
|
|
|
|
|
|
|
Total Current Liabilities
|
|
|
776,494
|
|
|
|
1,041,546
|
|
|
|
|
|
|
|
|
|
|
NON-CURRENT LIABILITIES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Convertible notes payable – related party, net of debt issue costs and debt discount of $328,570 and $247,710, respectively
|
|
|
21,430
|
|
|
|
2,290
|
|
Convertible note payable, net of debt issue costs and debt discount of $139,288 and $145,949, respectively
|
|
|
10,712
|
|
|
|
4,051
|
|
Asset retirement obligation
|
|
|
122,950
|
|
|
|
122,950
|
|
|
|
|
|
|
|
|
|
|
Total Liabilities
|
|
|
931,586
|
|
|
|
1,170,837
|
|
|
|
|
|
|
|
|
|
|
STOCKHOLDERS' DEFICIT
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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, 19,261,717 and 19,165,152 shares issued, 19,261,770 and 19,121,528 shares outstanding, respectively
|
|
|
19,262
|
|
|
|
19,165
|
|
Additional paid-in capital
|
|
|
18,020,363
|
|
|
|
17,963,315
|
|
Treasury stock; 43,624 and 43,624 shares at cost, respectively
|
|
|
(86,692
|
)
|
|
|
(86,692
|
)
|
Accumulated deficit
|
|
|
(18,324,756
|
)
|
|
|
(18,497,338
|
)
|
|
|
|
|
|
|
|
|
|
Total Stockholders' Deficit
|
|
|
(371,823
|
)
|
|
|
(601,550
|
)
|
|
|
|
|
|
|
|
|
|
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT
|
|
$
|
559,763
|
|
|
$
|
569,287
|
|
The accompanying notes are an integral part of these consolidated financial statements.
LKA GOLD INCORPORATED
Consolidated Statements of Operations
|
|
Year Ended
|
|
|
|
December 31,
|
|
|
|
2017
|
|
|
2016
|
|
OPERATING EXPENSES
|
|
|
|
|
|
|
Exploration and related costs
|
|
$
|
88,036
|
|
|
$
|
75,434
|
|
Professional fees
|
|
|
66,382
|
|
|
|
66,303
|
|
General and administrative
|
|
|
116,461
|
|
|
|
123,056
|
|
Officer salaries and bonus
|
|
|
150,000
|
|
|
|
150,000
|
|
|
|
|
|
|
|
|
|
|
Total Operating Expenses
|
|
|
420,879
|
|
|
|
414,793
|
|
|
|
|
|
|
|
|
|
|
OPERATING LOSS
|
|
|
(420,879
|
)
|
|
|
(414,793
|
)
|
|
|
|
|
|
|
|
|
|
OTHER INCOME (EXPENSE)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gain (loss) on derivative
|
|
|
718,337
|
|
|
|
(303,975
|
)
|
Gain on sale of mine claims
|
|
|
12,205
|
|
|
|
-
|
|
Interest expense, net
|
|
|
(137,081
|
)
|
|
|
(34,759
|
)
|
|
|
|
|
|
|
|
|
|
Total Other Income (Expense)
|
|
|
593,461
|
|
|
|
(338,734
|
)
|
|
|
|
|
|
|
|
|
|
NET INCOME (LOSS)
|
|
$
|
172,582
|
|
|
$
|
(753,527
|
)
|
|
|
|
|
|
|
|
|
|
BASIC NET INCOME (LOSS) PER COMMON SHARE
|
|
$
|
0.01
|
|
|
$
|
(0.04
|
)
|
|
|
|
|
|
|
|
|
|
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING - BASIC
|
|
|
19,190,972
|
|
|
|
19,121,528
|
|
|
|
|
|
|
|
|
|
|
DILUTED NET INCOME (LOSS) PER COMMON SHARE
|
|
$
|
(0.02
|
)
|
|
$
|
(0.04
|
)
|
|
|
|
|
|
|
|
|
|
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING - DILUTED
|
|
|
20,790,972
|
|
|
|
19,121,528
|
|
|
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of these consolidated financial statements.
LKA GOLD INCORPORATED
Consolidated Statements of Stockholders' Deficit
Years Ended December 31, 2017 and 2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Preferred Stock
|
|
Common Stock
|
|
|
Treasury Stock
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares
|
|
|
Amount
|
|
|
Shares
|
|
|
Amount
|
|
|
Shares
|
|
|
Amount
|
|
|
Additional
Paid-In Capital
|
|
|
Accumulated
Deficit
|
|
|
Total
Stockholders'
Equity (Deficit)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, December 31, 2015
|
|
|
-
|
|
|
$
|
-
|
|
|
|
19,165,152
|
|
|
$
|
19,165
|
|
|
|
43,624
|
|
|
$
|
(86,692
|
)
|
|
$
|
17,963,315
|
|
|
$
|
(17,743,811
|
)
|
|
$
|
151,977
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss for the year ended December 31, 2016
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(753,527
|
)
|
|
|
(753,527
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, December 31, 2016
|
|
|
-
|
|
|
|
-
|
|
|
|
19,165,152
|
|
|
|
19,165
|
|
|
|
43,624
|
|
|
|
(86,692
|
)
|
|
|
17,963,315
|
|
|
|
(18,497,338
|
)
|
|
|
(601,550
|
)
|
Common stock issued for related party payable
|
|
|
-
|
|
|
|
-
|
|
|
|
56,818
|
|
|
|
57
|
|
|
|
-
|
|
|
|
-
|
|
|
|
36,306
|
|
|
|
-
|
|
|
|
36,363
|
|
Common stock issued for services
|
|
|
-
|
|
|
|
-
|
|
|
|
18,913
|
|
|
|
19
|
|
|
|
-
|
|
|
|
-
|
|
|
|
10,763
|
|
|
|
-
|
|
|
|
10,782
|
|
Common stock issued for cash
|
|
|
-
|
|
|
|
-
|
|
|
|
20,834
|
|
|
|
21
|
|
|
|
-
|
|
|
|
-
|
|
|
|
9,979
|
|
|
|
-
|
|
|
|
10,000
|
|
Net income for the year ended December 31, 2017
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
172,582
|
|
|
|
172,582
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, December 31, 2017
|
|
|
-
|
|
|
$
|
-
|
|
|
|
19,261,717
|
|
|
$
|
19,262
|
|
|
|
43,624
|
|
|
$
|
(86,692
|
)
|
|
$
|
18,020,363
|
|
|
$
|
(18,324,756
|
)
|
|
$
|
(371,823
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of these consolidated financial statements.
LKA GOLD INCORPORATED
Consolidated Statements of Cash Flows
|
|
Year Ended
|
|
|
|
December 31,
|
|
|
|
2017
|
|
|
2016
|
|
CASH FLOWS FROM OPERATING ACTIVITIES
|
|
|
|
|
|
|
Net income (loss)
|
|
$
|
172,582
|
|
|
$
|
(753,527
|
)
|
Items to reconcile net loss to net cash used in operating activities:
|
|
|
|
|
|
|
|
|
Depreciation expense
|
|
|
8,631
|
|
|
|
22,446
|
|
Accretion of asset retirement obligation
|
|
|
-
|
|
|
|
5,189
|
|
Amortization of debt discount and issuance costs
|
|
|
82,094
|
|
|
|
5,226
|
|
Loss (gain) on derivative
|
|
|
(718,337
|
)
|
|
|
303,975
|
|
Common stock issued for expenses
|
|
|
21,645
|
|
|
|
-
|
|
Write-off of accounts receivable
|
|
|
-
|
|
|
|
995
|
|
Extinguishment of reclamation bond obligation
|
|
|
-
|
|
|
|
23,555
|
|
Changes in operating assets and liabilities
|
|
|
|
|
|
|
|
|
Increase in prepaid expenses
|
|
|
(208
|
)
|
|
|
(625
|
)
|
(Decrease) increase in accounts payable
|
|
|
(38,061
|
)
|
|
|
13,513
|
|
Increase in accounts payable - related party
|
|
|
9,310
|
|
|
|
24,786
|
|
Increase in wastewater discharge liability
|
|
|
75,000
|
|
|
|
-
|
|
Increase in accrued expenses
|
|
|
130,762
|
|
|
|
87,500
|
|
Net Cash Used in Operating Activities
|
|
|
(256,582
|
)
|
|
|
(266,967
|
)
|
|
|
|
|
|
|
|
|
|
CASH FLOWS FROM INVESTING ACTIVITIES
|
|
|
|
|
|
|
|
|
Change in restricted cash
|
|
|
1,101
|
|
|
|
21,399
|
|
Net Cash Provided by Investing Activities
|
|
|
1,101
|
|
|
|
21,399
|
|
|
|
|
|
|
|
|
|
|
CASH FLOWS FROM FINANCING ACTIVITIES
|
|
|
|
|
|
|
|
|
Increase in cash overdraft
|
|
|
981
|
|
|
|
-
|
|
Common stock issued for cash
|
|
|
10,000
|
|
|
|
-
|
|
Issuance of convertible notes payable – related party
|
|
|
200,000
|
|
|
|
-
|
|
Advance from related party
|
|
|
8,600
|
|
|
|
5,500
|
|
Payments to related party
|
|
|
(6,600
|
)
|
|
|
-
|
|
Issuance of convertible note payable
|
|
|
50,000
|
|
|
|
100,000
|
|
Cash paid for debt issuance costs
|
|
|
(7,500
|
)
|
|
|
(10,000
|
)
|
Net Cash Provided by Financing Activities
|
|
|
255,481
|
|
|
|
95,500
|
|
|
|
|
|
|
|
|
|
|
NET DECREASE IN CASH
|
|
|
-
|
|
|
|
(150,068
|
)
|
CASH AT BEGINNING OF PERIOD
|
|
|
-
|
|
|
|
150,068
|
|
CASH AT END OF PERIOD
|
|
$
|
-
|
|
|
$
|
-
|
|
|
|
|
|
|
|
|
|
|
CASH PAID FOR:
|
|
|
|
|
|
|
|
|
Interest
|
|
$
|
23,399
|
|
|
$
|
26,248
|
|
Income Taxes
|
|
$
|
-
|
|
|
$
|
-
|
|
|
|
|
|
|
|
|
|
|
NON-CASH INVESTING AND FINANCING ACTIVITIES
|
|
|
|
|
|
|
|
|
Discount on convertible notes payable
|
|
$
|
400,000
|
|
|
$
|
99,369
|
|
Convertible debt issued for accrued wages payable
|
|
$
|
150,000
|
|
|
$
|
-
|
|
Common stock issued for accounts payable, related party
|
|
$
|
25,500
|
|
|
$
|
-
|
|
|
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of these consolidated financial statements.
LKA GOLD INCORPORATED
Notes to the Consolidated Financial Statements
NOTE 1 -
ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES
The consolidated financial statements presented are those of LKA Gold, Incorporated, a Delaware corporation and its wholly owned subsidiary (LKA International, Inc.), a Nevada corporation ("LKA", the "Company"). LKA was incorporated on March 15, 1988, under the laws of the State of Delaware.
LKA owns certain real and personal property interests including patented and unpatented mining claims, water rights, buildings, fixtures, improvements, equipment, and permits situated in Lake City, Colorado. LKA's activities associated with these properties have been sporadic since they were acquired by its predecessor in December 1982. LKA exited the development stage in September 2003 as a result of the reacquisition of its interest in an operating mine near Lake City, Colorado and is currently engaged in efforts to re-establish reserves and resume commercial production (See Note 12).
a.
Accounting Methods
LKA's financial statements are prepared using the accrual method of accounting. LKA has elected a calendar year-end.
b.
Basic and Diluted Loss Per Share
LKA presents both basic and diluted earnings per share (EPS) on the face of the income statement. Basic EPS is computed by dividing net income (loss) available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period including convertible debt, stock options, and warrants, using the treasury stock method, and convertible debt instrument, using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive.
The calculation of basic and diluted net loss per share for the years ended December 31, 2017 and 2016 are as follows:
|
|
2017
|
|
|
2016
|
|
Basic Net (Loss) Income Per Share:
|
|
|
|
|
|
|
Numerator:
|
|
|
|
|
|
|
Net income (loss)
|
|
$
|
172,582
|
|
|
$
|
(753,527)
|
|
Denominator:
|
|
|
|
|
|
|
|
|
Weighted-average common shares outstanding
|
|
|
19,190,972
|
|
|
|
19,121,528
|
|
|
|
|
|
|
|
|
|
|
Basic net (loss) income per share
|
|
$
|
0.01
|
|
|
$
|
(0.04)
|
|
|
|
|
|
|
|
|
|
|
Diluted Net Loss Per Share:
|
|
|
|
|
|
|
|
|
Numerator:
|
|
|
|
|
|
|
|
|
Net income (loss)
|
|
$
|
172,582
|
|
|
$
|
(753,527)
|
|
Gain on derivative and interest expense on convertible debt
|
|
|
(613,455)
|
|
|
|
-
|
|
Diluted net loss
|
|
$
|
(440,873)
|
|
|
$
|
(753,527)
|
|
Denominator:
|
|
|
|
|
|
|
|
|
Weighted-average common shares outstanding
|
|
|
19,190,972
|
|
|
|
19,121,528
|
|
Convertible debt
|
|
|
1,600,000
|
|
|
|
-
|
|
Weighted average shares used in computing diluted net loss per share
|
|
|
20,790,972
|
|
|
|
19,121,528
|
|
|
|
|
|
|
|
|
|
|
Diluted net loss per share
|
|
$
|
(0.02)
|
|
|
$
|
(0.04)
|
|
LKA GOLD INCORPORATED
Notes to the Consolidated Financial Statements
The following table summarizes the potential shares of common stock that were excluded from the computation of diluted net loss per share for the years ended December 31, 2016 and 2017 as such shares would have had an anti-dilutive effect:
|
|
2017
|
|
|
2016
|
|
Common stock warrants
|
|
|
20,834
|
|
|
|
-
|
|
Convertible debt
|
|
|
-
|
|
|
|
800,000
|
|
c.
Mine Exploration Costs
Mine exploration costs are capitalized and amortized by the units of production method over estimated total recoverable proven and probable reserves. Amortization of mineral rights is provided by the units of production method over estimated total recoverable proven and probable reserves.
Costs related to locating and evaluating mineral and ore deposits, as well as determining the economic mineability of such deposits, are expensed as incurred. All costs related to mine exploration and expense were expensed due to there being no proven and probable reserves.
d.
Asset Retirement Obligations
LKA recognizes legal obligations associated with the retirement of long-lived assets at fair value at the time the obligations are incurred. Upon initial recognition of a liability, the costs are capitalized as part of the carrying amount of the related long-lived asset (see Note 3).
e.
Income Taxes
LKA files income tax returns in the U.S. federal jurisdiction, and the state of Colorado. LKA's policy is to recognize interest accrued related to unrecognized tax benefits in interest expense and penalties in operating expenses.
Deferred taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carry forwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.
Net deferred tax assets consist of the following components as of December 31, 2017 and 2016:
|
|
2017
|
|
|
2016
|
|
Deferred tax assets:
|
|
|
|
|
|
|
Net operating loss carry forward
|
|
$
|
1,152,044
|
|
|
$
|
1,704,451
|
|
Accrued expenses
|
|
|
30,379
|
|
|
|
71,010
|
|
Valuation allowance
|
|
|
(1,182,423
|
)
|
|
|
(1,775,461
|
)
|
Net deferred tax asset
|
|
$
|
-
|
|
|
$
|
-
|
|
The federal income tax provision differs from the amount of income tax determined by applying the U.S. federal income tax rate of 34% to pretax income from continuing operations for the years ended December 31, 2017 and 2016 respectively due to the following:
|
|
2017
|
|
|
2016
|
|
Pre-tax book income (loss)
|
|
$
|
59,894
|
|
|
$
|
(256,199
|
)
|
Derivative (gain) loss
|
|
|
(244,235
|
)
|
|
|
103,352
|
|
Debt discount expense
|
|
|
45,355
|
|
|
|
1,777
|
|
Meals and entertainment
|
|
|
46
|
|
|
|
717
|
|
Related party accruals
|
|
|
(21,825
|
)
|
|
|
40,152
|
|
Accretion
|
|
|
-
|
|
|
|
1,765
|
|
Change in tax rate
|
|
|
61,470
|
|
|
|
-
|
|
Valuation allowance
|
|
|
99,295
|
|
|
|
108,436
|
|
Federal Income Tax
|
|
$
|
-
|
|
|
$
|
-
|
|
The Tax Cuts and Jobs Act was signed into law on December 22, 2017, and changed many aspects of U.S. corporate income taxation. Included in those changes was a reduction of the corporate income tax rate from 34% to 21%. The valuation allowance was adjusted to reflect the impact of the new tax law. We will continue to assess our provision for income taxes as future guidance is issued but do not currently anticipate significant revision will be necessary.
LKA GOLD INCORPORATED
Notes to the Consolidated Financial Statements
LKA had net operating losses of approximately $5,515,583 that expire beginning in 2027. Due to the change in ownership provisions of the Tax Reform Act of 1986, net operating loss carry forwards for Federal income tax reporting purposes are subject to annual limitations. Should a change in ownership occur, net operating loss carry forwards may be limited as to use in future years. In accordance with the statute of limitations for federal tax returns, the Company's federal tax returns for the years 2014 through 2017 are subject to examination.
f.
Cash Equivalents
LKA considers all highly liquid investments with maturities of three months or less when purchased to be cash equivalents.
g.
Accounts Receivable and Allowance for Doubtful Accounts
Accounts receivable are amounts due on gold sales, are unsecured and are carried at their estimated collectible amounts. Credit is generally extended on a short-term basis; thus accounts receivable do not bear interest. Accounts receivable are periodically evaluated for collectability based on past credit history with clients. Provisions for losses on accounts receivable are determined on the basis of loss experience, known and inherent risk in the account balance and current economic conditions.
h.
Principles of Consolidation
The consolidated financial statements include those of LKA Gold, Inc., a Delaware corporation and its wholly owned subsidiary LKA International, Inc., a Nevada corporation. All significant intercompany accounts and transactions have been eliminated.
i.
Use of Estimates
The preparation of financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
j.
Revenue Recognition Policy
The Company recognizes revenue when persuasive evidence of an arrangement exists, goods have been delivered and title has transferred, the sales price is fixed or determinable, and collectability is reasonably assured. Revenue is generated through the sale of gold-bearing vein material and is recognized upon acceptance of this material by the smelter, or other ore processors. The Company has not recognized any revenues during the years ended December 31, 2017 and 2016.
k.
Stock-Based Compensation
LKA records stock-based compensation using the fair value method. Equity instruments issued to employees and the cost of the services received as consideration are accounted for in accordance with ASC 718 "Stock Compensation" and are measured and recognized based on the fair value of the equity instruments issued. All transactions with non-employees in which goods or services are the consideration received for the issuance of equity instruments are accounted for in accordance with ASC 515 "Equity-Based Payments to Non-Employees", based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable.
l.
Fair Value of Financial Instruments
ASC 820, "Fair Value Measurements" (ASC 820) and ASC 825, "Financial Instruments" (ASC 825)
,
requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. It establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument's categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. It prioritizes the inputs into three levels that may be used to measure fair value:
LKA GOLD INCORPORATED
Notes to the Consolidated Financial Statements
Level 1 -
Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.
Level 2 -
Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data.
Level 3
- Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.
The carrying values of cash, accounts payable, and accrued liabilities approximate fair value. Pursuant to ASC 820 and 825, the fair value of cash is determined based on "Level 1" inputs, which consist of quoted prices in active markets for identical assets. The recorded values of all other financial instruments approximate their current fair values because of their nature and respective maturity dates or durations.
The following table sets forth by level within the fair value hierarchy the Company's financial assets and liabilities that are measured at fair value on a recurring basis at December 31, 2017 and 2016:
|
|
Level 1
|
|
|
Level 2
|
|
|
Level 3
|
|
|
Total
|
|
December 31, 2017:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Derivative financial instruments
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
341,285
|
|
|
$
|
341,285
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Derivative financial instruments
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
659,622
|
|
|
$
|
659,622
|
|
m.
New Accounting Pronouncements
LKA has implemented all new accounting pronouncements that are in effect and that may impact its financial statements. The Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.
n.
Reclassification of Prior Period Balances
Certain amounts in prior periods have been reclassified to conform to the current year presentation, with no effect on previously reported net income or stockholder's equity.
o.
Long Lived Assets
Periodically the Company assesses potential impairment of its long-lived assets, which include property, equipment and acquired intangible assets, in accordance with the provisions of ASC Topic 360, "Property, Plant and Equipment."
The Company recognizes impairment losses on long-lived assets used in operations when indicators of impairment are present and the undiscounted cash flows estimated to be generated by those assets are less than the assets' carrying values. An impairment loss would be recognized in the amount by which the recorded value of the asset exceeds the fair value of the asset, measured by the quoted market price of an asset or an estimate based on the best information available in the circumstances. There were no such losses recognized during 2017 or 2016.
LKA GOLD INCORPORATED
Notes to the Consolidated Financial Statements
p.
Debt Issuance Costs
The Company accounts for debt issuance costs in accordance with the provisions of ASU 2016-03, presenting debt issuance costs related to a recognized debt liability in the consolidated balance sheets as a direct deduction from the carrying amount of that debt liability.
q.
Accounting for Derivative Instruments
LKA accounts for derivative instruments in accordance with ASC Topic 815, "Derivatives and Hedging" (ASC 815) and all derivative instruments are reflected as either assets or liabilities at fair value in the consolidated balance sheets.
LKA uses estimates of fair value to value its derivative instruments. Fair value is defined as the price to sell an asset or transfer a liability in an orderly transaction between willing and able market participants. In general, LKA's policy in estimating fair values is to first look at observable market prices for identical assets and liabilities in active markets, where available. When these are not available, other inputs are used to model fair value such as prices of similar instruments, yield curves, volatilities, prepayment speeds, default rates and credit spreads (including for LKA's liabilities), relying first on observable data from active markets. Additional adjustments may be made for factors including liquidity, credit, bid/offer spreads, etc., depending on current market conditions. Transaction costs are not included in the determination of fair value. When possible, LKA seeks to validate the model's output to market transactions. Depending on the availability of observable inputs and prices, different valuation models could produce materially different fair value estimates. The values presented may not represent future fair values and may not be realizable. LKA categorizes its fair value estimates in accordance with ASC 820 based on the hierarchical framework associated with the three levels of price transparency utilized in measuring financial instruments at fair value as discussed above. Changes in fair value are recognized in the period incurred as either gains or losses.
NOTE 2 -
FIXED ASSETS
Property and equipment are carried at cost, less accumulated depreciation and includes expenditures that substantially increase the useful lives of existing assets. Maintenance and repairs are charged to current operations as incurred. Upon sale, retirement, or other disposition of these assets, the costs and related accumulated depreciation are removed from the respective accounts, and any gain or loss on the disposition is included in other income.
Depreciation expense is computed using the straight-line method over the following estimated useful lives:
Description
|
Useful Life
|
|
|
Land improvements
|
Estimated life of mine
|
Building
|
15 years
|
Mining equipment
|
3 – 5 years
|
Vehicles
|
5 years
|
Fixed assets and accumulated depreciation are as follows:
|
|
December 31,
|
|
|
|
2017
|
|
|
2016
|
|
Fixed assets:
|
|
|
|
|
|
|
Land
|
|
$
|
376,442
|
|
|
$
|
376,442
|
|
Mining claims
|
|
|
12,137
|
|
|
|
12,137
|
|
Land improvements
|
|
|
128,580
|
|
|
|
128,580
|
|
Automobile
|
|
|
66,923
|
|
|
|
66,923
|
|
Mining equipment
|
|
|
124,976
|
|
|
|
124,976
|
|
Buildings
|
|
|
42,055
|
|
|
|
42,055
|
|
Unamortized asset retirement obligation (Note 3)
|
|
|
98,027
|
|
|
|
98,027
|
|
Less: Accumulated depreciation
|
|
|
(390,252
|
)
|
|
|
(381,621
|
)
|
Total fixed assets
|
|
$
|
458,888
|
|
|
$
|
467,519
|
|
Depreciation expense for the years ended December 31, 2017 and 2016 was $8,631 and $22,446, respectively.
LKA GOLD INCORPORATED
Notes to the Consolidated Financial Statements
NOTE 3 -
ASSET RETIREMENT OBLIGATIONS
ASC 410, "Asset Retirement and Environmental Obligations", addresses financial accounting and reporting for obligations associated with the retirement of tangible long-lived assets and the associated retirement costs. LKA's asset retirement obligations (AROs) consist of estimated costs related to the reclamation of the Golden Wonder and Ute Ulay mines in correspondence with federal and state reclamation laws as defined by each applicable mine permit. The obligation and corresponding asset have been recognized in the period in which the liability was incurred.
Changes in estimates could occur due to mine plan revisions, changes in estimated costs, and changes in the timing of the performance of reclamation activities.
LKA calculated its initial estimated AROs for final reclamation and mine closure based upon anticipated amounts and timing of future cash expenditures for a third party to perform the required work. Spending estimates have been escalated for inflation at 1.93% per annum, then discounted at the credit-adjusted risk-free rate of 4.09% per annum at September 18, 2003. LKA recorded an ARO asset associated with the liability and amortizes the asset over its expected life using the straight-line depreciation method. The ARO liability is being accreted to the projected spending date.
The Company calculated its estimated ARO for additional final reclamation and mine closure costs based upon anticipated amounts and timing of future cash expenditures for a third party to perform the required work. Spending estimates were escalated for inflation at 2.29% per annum and discounted at a credit-adjusted risk-free rate of 7.54%
per annum. The Company recorded an ARO asset associated with the liability and will amortize the asset over its expected life of seven years using the straight-line depreciation method. The ARO liability addition was fully accreted based on the initial projected reclamation completion date of September 30, 2016. Changes in estimates could occur due to mine plan revisions, changes in estimated costs and changes in the timing of the performance of anticipated reclamation activities.
As of December 31, 2017 and 2016, LKA holds reclamation bonds totaling $100,042 and $100,042 in the name of the State of Colorado (the State) for the Golden Wonder mine, respectively. This amount is being held by the State until the mines are closed and reclamation activities begin.
Accretion expense on asset retirement obligations for the years ended December 31, 2017 and 2016 was $0 and $5,189, respectively.
NOTE 4 -
RELATED PARTY TRANSACTIONS
Office Space
LKA pays a company owned by an officer and shareholder $1,500 per month for office rent, equipment, services 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. At December 31, 2017 and 2016, LKA owes Abraham & Co $23,805 and $31,500 on this obligation
, respectively
.
During the year ended December 31, 2017, Abraham & Co., Inc. agreed to exchange $25,500 in outstanding accounts payable for 56,818 shares of LKA common stock valued at the market price on the grant date and recognized $25,500 in accounts payable extinguishment and $10,863 in expense related to market discount.
Accounts and Wages Payable
At December 31, 2017 and 2016, LKA owes $100 and $8,595, respectively, for purchases made on the personal credit card of LKA's president, Kye Abraham. Additionally, LKA owed Kye Abraham $113,257 and $163,257 in unpaid salary at December 31, 2017 and 2016, respectively.
Notes Payable
During 2016, LKA's president, Kye Abraham, loaned LKA $5,500 in cash. During 2017, LKA's president, Kye Abraham, loaned LKA $1,100 in cash and repaid $6,600. The short-term loans did not accrue interest, were unsecured and were due upon demand.
During 2017,
an entity controlled by LKA's President and Chairman, Kye Abraham
, loaned LKA $7,500 in cash. The short-term loan does not accrue interest, is unsecured and is due upon demand.
LKA GOLD INCORPORATED
Notes to the Consolidated Financial Statements
Convertible Notes Payable
On March 15, 2017, LKA issued a convertible debenture in the amount of $150,000 to members of the Koski family, the Company's largest shareholders. Principal on the Convertible Debenture is due March 15, 2021. The Convertible Debenture accrues interest at 7.5% and is convertible at any time into shares of LKA common stock at $0.50 per share. Interest is due on a semi-annual basis and LKA is required to retain a reserve amount of the proceeds to pay the first two semi-annual interest payments, which, if the Convertible Debentures are converted within one year, will be paid to the Convertible Debenture holders.
On March 17, 2017, LKA issued a convertible debenture in the amount of $150,000 to its President and Chairman, Kye Abraham in exchange for $150,000 in accrued and unpaid wages. Principal on the Convertible Debenture is due March 17, 2021. The Convertible Debenture accrues interest at 7.5% and is convertible at any time into shares of LKA common stock at $0.50 per share. Interest is due on a semi-annual basis and LKA is required to retain a reserve amount of the proceeds to pay the first two semi-annual interest payments, which, if the Convertible Debentures are converted within one year, will be paid to the Convertible Debenture holders.
On March 31, 2017, LKA issued a convertible debenture in the amount of $50,000 to an entity controlled by LKA's President and Chairman, Kye Abraham. Principal on the Convertible Debenture is due June 30, 2021. The Convertible Debenture accrues interest at 7.5% and is convertible at any time into shares of LKA common stock at $0.50 per share. Interest is due on a semi-annual basis and LKA is required to retain a reserve amount of the proceeds to pay the first two semi-annual interest payments, which, if the Convertible Debentures are converted within one year, will be paid to the Convertible Debenture holders.
If any event of default occurs, the interest rate increases to 15% per annum and the conversion rate shall be decreased to $0.25 per share. As a result of the potential variable conversion rate, the conversion options embedded in these instruments were classified as liabilities during the years ended December 31, 2017 and 2016 in accordance with ASC 815 and LKA recognized debt discounts of $350,000 and $250,000, respectively (see Note 6).
LKA incurred $12,500 in debt issuance costs on the convertible debenture issuances in 2016 and $7,500 on the convertible debenture issuances in 2017. The debt issuance costs are being amortized over the three year term of the convertible debentures.
During the years ended December 31, 2017 and 2016, LKA recognized $67,301 and $3,484 of interest expense from the amortization of debt discount and issuance costs, respectively.
Convertible debenture holders were notified November 6, 2017 that the current bi-annual interest payments in the amount of $30,078 would be delayed while the Company is working on new financing arrangements. During November 2017, all related party convertible debenture holders agreed to defer the semi-annual past due payment until the next scheduled payment in 2018.
LKA's convertible notes payable consist of the following at December 31, 2017:
7.5% Convertible Debenture, interest at 7.5% per annum, unsecured, due September 29, 2018
|
|
$
|
125,000
|
|
7.5% Convertible Debenture, interest at 7.5% per annum, unsecured, due September 29, 2018
|
|
|
125,000
|
|
7.5% Convertible Debenture, interest at 7.5% per annum, unsecured, due March 15,2021
|
|
|
150,000
|
|
7.5% Convertible Debenture, interest at 7.5% per annum, unsecured, due March 17,2021
|
|
|
150,000
|
|
7.5% Convertible Debenture, interest at 7.5% per annum, unsecured, due March 31,2021
|
|
|
50,000
|
|
Total:
|
|
|
600,000
|
|
Less: debt discount and issuance costs
|
|
|
(537,909
|
)
|
|
|
|
62,091
|
|
Less: Current portion
|
|
|
(40,661
|
)
|
Long-term debt, net
|
|
$
|
21,430
|
|
LKA GOLD INCORPORATED
Notes to the Consolidated Financial Statements
Maturities under the Debentures are as follows at December 31, 2017:
2018
|
|
$
|
250,000
|
|
2019
|
|
|
-
|
|
2020
|
|
|
-
|
|
2021
|
|
|
350,000
|
|
2022
|
|
|
-
|
|
Thereafter
|
|
|
-
|
|
Total
|
|
$
|
600,000
|
|
Restricted Cash Guarantee
During November 2016, LKA entered into an agreement with Caldera Partners Limited Partnership (Caldera), an entity controlled by LKA's President and Chairman of the Board, Kye Abraham, to backstop guarantee the payment of accrued interest amounts due on the below mentioned convertible notes (debentures) payable. At December 31, 2017 and 2016, LKA had a requirement to reserve $28,125 and $3,750 as restricted cash to pay the second semi-annual interest payments, respectively, but had $0 and $1,101 in cash at December 31, 2017 and 2016, respectively. As such, Caldera has guaranteed the remaining $28,125 and $2,649 due at December 31, 2017 and 2016, respectively.
Caldera Funding Agreement
During November 2016, LKA entered into special financing agreement with Caldera to provide LKA up to $50,000 in funding to cover certain "must pay" obligations on a when-and-as-needed basis, before the end of March 2017. This agreement was extended during November 2017. At the point of funding, LKA has agreed to convert any amounts due into a convertible debenture which would accrue interest at 7.5% per annum, unsecured, due in three years from the date of issuance, and convertible into shares of LKA common stock at any time at the option of the holder at a rate of $0.50 per share. There are no outstanding amounts under this agreement at December 3, 2017 and 2016.
NOTE 5 -
CONVERTIBLE NOTE PAYABLE
During October 2015, LKA issued a convertible debenture for $50,000 in cash. The convertible debenture accrues interest at 7.5% per annum, is unsecured, due in three years from the date of issuance and is convertible into shares of LKA common stock at any time at the option of the holder at a rate of $0.50 per share. Interest is due in semi-annual payments and LKA is required to maintain a reserve of proceeds equal to the first two semi-annual payments, which were paid in 2016.
During April 2016, LKA issued two $50,000 convertible debentures for $100,000 in cash. The convertible debentures accrue interest at 7.5% per annum, are unsecured, due in three years from the dates of issuance and are convertible into shares of LKA common stock at any time at the option of the holder at a rate of $0.50 per share. Interest is due in semi-annual payments and LKA is required to maintain a reserve of proceeds equal to the first two semi-annual payments, which were paid in 2016 and 2017.
On April 26, 2017, LKA issued a convertible debenture in the amount of $50,000 for cash. Principal on the Convertible Debenture is due April 26, 2020. The Convertible Debenture accrues interest at 7.5% and is convertible at any time into shares of LKA common stock at $0.50 per share. Interest is due on a semi-annual basis and LKA is required to retain a reserve amount of the proceeds to pay the first two semi-annual interest payments, which, if the Convertible Debentures are converted within one year, will be paid to the Convertible Debenture holders.
For all the above noted convertible debentures, if any event of default occurs, the interest rate increases to 15% per annum and the conversion rate shall be decreased to $0.25 per share. As a result of the potential variable conversion rate, the conversion options embedded in these instruments are classified as a liability in accordance with ASC 815 and LKA recognized debt discounts of $50,000 and $149,369 during the years ended December 31, 2017 and 2016, respectively (see Note 6).
LKA GOLD INCORPORATED
Notes to the Consolidated Financial Statements
LKA incurred $10,000 in debt issuance costs on the convertible debenture issuances during 2016.
During the years ended December 31, 2017 and 2016, LKA recognized $14,793 and $1,742 of interest expense from the amortization of the debt discount and issuance costs, respectively.
LKA's convertible notes payable consist of the following at December 31, 2017:
7.5% Convertible Debenture, interest at 7.5% per annum, unsecured, due October 20,2018
|
|
$
|
50,000
|
|
7.5% Convertible Debenture, interest at 7.5% per annum, unsecured, due April 5, 2019
|
|
|
50,000
|
|
7.5% Convertible Debenture, interest at 7.5% per annum, unsecured, due April 22, 2019
|
|
|
50,000
|
|
7.5% Convertible Debenture, interest at 7.5% per annum, unsecured, due April 20, 2020
|
|
|
50,000
|
|
Total:
|
|
|
200,000
|
|
Less: debt discount and issuance costs
|
|
|
(181,156
|
)
|
|
|
|
18,844
|
|
Less: Current portion
|
|
|
(8,132
|
)
|
Total long-term debt
|
|
$
|
10,712
|
|
Maturities under the Debentures are as follows at December 31, 2017:
2018
|
|
$
|
50,000
|
|
2019
|
|
|
100,000
|
|
2020
|
|
|
50,000
|
|
2021
|
|
|
-
|
|
2022
|
|
|
-
|
|
Thereafter
|
|
|
-
|
|
Total
|
|
$
|
200,000
|
|
NOTE 6 -
DERIVATIVE LIABILITIES
LKA analyzed the conversion options embedded in the convertible notes payable and convertible notes payable related party (Convertible Notes) for derivative accounting consideration under ASC 815 and determined that the instruments embedded in the above referenced Convertible Notes should be classified as liabilities and recorded at fair value due to the potentially variable conversion prices.
The fair value of the conversion options issued during the years ended December 31, 2017 and 2016 was determined to be $609,812 and $133,150, respectively, as of the issuance date using a Black-Scholes option-pricing model. Upon the date of issuance of the Convertible Notes during the years ended December 31, 2017 and 2016, $400,000 and $99,369, respectively, was recorded as debt discount and $209,812 and $33,781, respectively, was recorded as day one loss on derivative liability. During the years ended December 31, 2017 LKA recognized a gain of $928,149 on mark-to-market of the conversion options. During the year ended December 31, 2016, LKA recognized a loss of $270,194 on mark-to-market of the conversion options.
The following table summarizes the derivative liabilities included in the consolidated balance sheets at December 31, 2017 and 2016:
|
|
|
|
Balance, December 31, 2015
|
|
$
|
256,278
|
|
Day one loss due to convertible debt
|
|
|
33,781
|
|
Debt discount
|
|
|
99,369
|
|
Losses on change in fair value
|
|
|
270,194
|
|
Balance, December 31, 2016
|
|
$
|
659,622
|
|
Day one loss due to convertible debt
|
|
|
209,812
|
|
Debt discount
|
|
|
400,000
|
|
Gains on change in fair value
|
|
|
(928,149
|
)
|
Balance, December 31, 2017
|
|
$
|
341,285
|
|
LKA GOLD INCORPORATED
Notes to the Consolidated Financial Statements
The following table summarizes the gain (loss) on derivative liabilities included in the income statement for the years ended December 31, 2017 and 2016:
|
December 31,
|
|
|
2017
|
|
2016
|
|
Day one loss due to convertible debt
|
|
$
|
(209,812
|
)
|
|
$
|
(33,781
|
)
|
Gain (loss) on change in fair value
|
|
|
928,149
|
|
|
|
(270,194
|
)
|
Gain (loss) on derivative liabilities
|
|
$
|
718,337
|
|
|
$
|
(303,975
|
)
|
The Company valued its derivatives liabilities using the Black-Scholes option-pricing model. Assumptions used during the year ended December 31, 2017 include (1) risk-free interest rates of between 1.31 and 1.93%, (2) lives of between 0.76 and 4.06 years, (3) expected volatility of between 199% to 230%, (4) zero expected dividends, (5) conversion prices as set forth in the related instruments, and (6) the common stock price of the underlying share on the valuation dates.
NOTE 6 -
MINE EXPLORATION AND OPTION AGREEMENT
On July 9, 2015, LKA entered into an Exploration Agreement & Option (Agreement) with Kinross Gold U.S.A., Inc. for the purpose of expanding its Golden Wonder Mine exploration beyond LKA's active workings. The Agreement, amongst its other provisions, granted Kinross a five-year exclusive right to explore, and if successful, develop any mineral resource(s) containing 50,000 or more ounces of gold on LKA's properties above and adjacent to the Golden Wonder Mine. On or about September 20, 2017, Kinross gave LKA notice of termination of the Agreement.
NOTE 7 -
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 cleanup ("remediation") activities that it was conducting on neighboring properties that LKA did 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 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. The remediation of the property was completed in June 2014. According to a final project report by the federal Environmental Protection Agency's (the "EPA") regional manager and project supervisor, the actual costs associated with this effort were $1.2 million. 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 Agency may perform the work and seek recovery of costs against the property owner and previous owners. LKA management has had numerous discussions with senior EPA representatives, including the project manager, and been told that the Agency does not intend to seek reimbursement of remediation cost from LKA beyond what the Company has already contributed. Accordingly, pursuant to Generally Accepted Accounting Principles, and all discussions with EPA 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 the year ended December 31, 2017. As stated above, actual completion of remediation work at the site was completed in 2014 but the EPA has not yet issued its notice of final determination.
We are involved from time to time in routine legal matters incidental to our business, including disputes with sub-contractors and requests from regulatory agencies. Based upon available information, we believe that the resolution of such matters will not have a material adverse effect on our consolidated financial position or results of operations. 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.
LKA GOLD INCORPORATED
Notes to the Consolidated Financial Statements
NOTE 8 -
WASTEWATER DISCHARGE LIABILITY
During the fourth quarter of 2014, LKA received a Notice of Violation (NOV) from the Colorado Department of Health and Environment (CDPHE) for failure to meet certain requirements of the Company's wastewater discharge permit. During 2016, the Company undertook all corrective actions specified in the NOV, under CDPHE oversight, and believes it is in compliance with the terms of its permit. Additional work is going to be required to modify and upgrade the mine's water treatment process in 2017 to meet regulatory requirements and bring LKA back into compliance with its discharge permit requirements. Until this work is completed to the satisfaction of CDPHE, the Company is considered to be in a "non-compliance" status with the terms of its discharge permit and additional penalties could be assessed beyond those described (anticipated) above. It is currently expected that discussions with the CDPHE will be concluded by the end of 2018 and that any financial penalty assessed and any further corrective actions will not likely cost less than $75,000 but not more than $150,000. If LKA is unsuccessful is achieving full compliance with permit requirements, it may be subject to additional penalties or revocation of its discharge permit. As a result, LKA has accrued a liability of $99,974 and $75,000 as of December 31, 2017 and 2016, respectively, as there is no better estimate of the amount of loss within this range. During the year ended December 31, 2017, due to an increase in estimated costs to meet proposed corrective actions, LKA increase the accrual by $75,000. During the year ended December 31, 2017, LKA spent approximately $50,026 in remediation expenses.
NOTE 9 - EQUITY
During 2013, LKA granted 2,000,000 performance restricted common stock, whereby, its Chief Executive Officer has the ability to earn the options upon the issuance of a notice of final determination of the above referenced remediation liability with the EPA that results in no, or a de minimums, assessment. As of December 31, 2017, LKA believes the probability of vesting is remote and none of the common stock options have been earned nor has any expense been recorded as of December 31, 2017.
During February 2017, Abraham & Co., Inc. agreed to exchange $25,500 in outstanding accounts payable for 56,818 shares of LKA common stock valued at the market price on the grant date and recognized $25,500 in accounts payable extinguishment and $10,863 in expense related to market discount.
During June 2017, LKA issued 18,913 shares of common stock for services valued at the market price on the grant date of $10,782, or $0.57 per share.
During July 2017, LKA commenced a limited private Offering to sell to certain accredited investors, "Units" priced at $0.48 each, with a minimum investment of $10,000 and additional investment in increments of $5,000. Each Unit consists of one share of LKA Gold common stock and a "Warrant" to purchase an additional LKA Gold share of common at $0.60 for a period of two years from date of original subscription.
During July 2017, LKA issued 20,834 shares of common stock and warrants to purchase an additional 20,834 shares of common stock at an exercise price $0.60 per share for cash of $10,000.
LKA GOLD INCORPORATED
Notes to the Consolidated Financial Statements
During July 2017, in conjunction with the sale of common stock for cash, LKA issued warrants to purchase 20,834 shares of common stock at an exercise price of $0.60, subject to subsequent adjustments based on future issuance prices, exercisable at any time for two years.
The following table summarizes the outstanding warrants and associated activity for the years ended December 31, 2017 and 2016:
|
|
Number of Warrants Outstanding
|
|
|
Weighted Average Price
|
|
|
Weighted Average Remaining Contractual Life
|
|
Balance, December 31, 2015
|
|
|
75,000
|
|
|
$
|
1.60
|
|
|
|
0.67
|
|
Granted
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Exercised
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Expired
|
|
|
(75,000
|
)
|
|
|
(1.60
|
)
|
|
|
-
|
|
Balance, December 31, 2016
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Granted
|
|
|
20,834
|
|
|
|
0.60
|
|
|
|
2.00
|
|
Exercised
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Expired
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Balance, December 31, 2017
|
|
|
20,834
|
|
|
$
|
0.60
|
|
|
|
1.55
|
|
NOTE 10 - 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,
has a working capital deficit and has negative cash flows from operations, which 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 exploration program at the Golden Wonder mine with the objective of returning the mine to a commercial 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 evaluate potential merger, joint venture or lease agreements for the property.
In order to support continued operation of the mine, LKA completed a $200,000 capital funding raise in March 2017, an additional $50,000 in April 2017 and during July 2017, entered into a limited private offering of its common stock to sell to certain accredited investors, "Units" priced at $0.48 each with a minimum investment of $10,000 with additional investment in increments of $5,000. Each Unit consists of one share of LKA Gold common stock and a "Warrant" to purchase an additional LKA Gold share of common at $0.60 (exercise price) for a period of two years from date of original subscription. During September, in conjunction with the termination of the Kinross exploration agreement, LKA terminated the limited private offering.
LKA GOLD INCORPORATED
Notes to the Consolidated Financial Statements
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.
NOTE 11 – SUBSEQUENT EVENTS
During March 2018, LKA issued 3,224,990 shares of common stock for $644,998 in convertible debenture principal and accrued interest to related party lenders.
During March 2018, LKA issued 127,952 shares of common stock for $25,590 in related party accounts payable, 405,157 shares of common stock for $81,031 of accrued wages and 68,798 shares of common stock for $13,758 of related party advances payable.
During March 2018, pursuant to an incentive compensation plan, the Company issued its Chairman and CEO, Kye Abraham, 1,750,000 shares of its common stock as compensation for milestone achievements related to the Golden Wonder exploration program and reaching resolutions on the Company's potential environmental liabilities at the Ute Ulay mine site.
During April 2018, LKA sold 2,702,703 shares of common stock for cash of $500,000, or $0.185 per share.